Skilly Standard Terms of Service governing Users of Skilly Software (Part A) and Attendees at Online Skilly Training Events(Part B)
Users of Skilly Software
Effective: 1st December 2020
IMPORTANT - PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO ACCESS OR USE THE PLATFORM OR ANY RELATED SERVICES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (THE “CUSTOMER” OR “YOU”), AND SKILLSCAN LIMITED (“Skilly” OR “WE”). THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF THE Skilly PLATFORM AND RELATED SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
For purposes of this Skilly Terms of Service Agreement:
1.1 “Account” means Your Platform account and profile, accessed using Your unique username and password.
1.2 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “API” means the application programming interfaces developed by Skilly that permits you to access certain functionality provided by the platform services.
1.4 “Content” means all visual, audio and audio-visual content and materials that You or Your End Users post or upload to, or disseminate, distribute or transmit through, the Platform or Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
1.5 “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated and the terms “data controller”, “data processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.
1.6 “Documentation” means the user manuals, help guides, whether in print, electronic form, help videos or on-line help functions for the Platform made generally available by Skilly, as may be updated from time to time.
1.7 “End User” means any individual authorized by You to access and use Your Top-Level Portal or one or more of Your Sub-Portals. “End User”, as defined, is further limited to only the maximum number of End Users permitted by Your Plan.
1.8 “Fees” means the fees payable by You in respect of the Plan to which You have subscribed as set out in the Order Form, subject to change as provided for in Section 8.2 (Updated Fees).
1.9 “Intellectual Property” or “Intellectual Property Rights” means all intellectual property rights, including all copyright, patent, trade secret, trademark, moral, termination, authorship, rights of publicity, privacy and other proprietary rights.
1.10 “Order Form” means the documents for placing Plan orders for the Platform entered into between You and Skilly from time to time. Order Forms may be documents in written or electronic form. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto, and You agree that You shall also remain responsible for the compliance by such Affiliates with this Agreement. Order Forms shall be deemed incorporated herein by reference.
1.11“Plan” means the Skilly subscription plan to which You have subscribed set out in the Order Form.
1.12 “Platform” means the online learning platform services accessible through www.skilly.ie (or any successor or alternative sites we may inform you of or You may be aware of), including all Documentation and software in or accessible through the Platform, excluding Your Content. Platform plans and services that you choose to subscribe to and to which the terms and conditions of this Agreement are applicable are those services selected by You in the Order Form.
1.13 “Portal” means the Top-Level Portal and Sub-Portals, together.
1.14 “Revisions” means any updates, upgrades, revisions, changes or alterations to the Platform and its features and functionality.
1.15 “Subscription Start Date” means the date on which Your subscription to the Platform starts, as set forth in an Order Form.
1.16 “Subscription Period” means the period of time for which you have subscribed to the Platform, as set forth in an Order Form.
1.17 “Sub-Portal” means one or more web-based client portals (each with its own unique login domain) established by You on the Platform for the purposes of delivering Content, training, and courses to End Users. Your Plan specifies the maximum number of Sub-Portals You may create.
1.18 “Support Services” means Skilly’s support services offered with Your Plan, as more particularly described in the Support Services at https://www.Skilly.ie/support-services/ and incorporated herein by reference.
1.19 “Top-Level Portal” means the top level portal You establish when You create an account on the Platform to deliver Skill Content, and practice sessions to Users.
1.20 “Updated Terms” has the meaning assigned to that term in Section 9 (Term) of this Agreement.
2. Use of Platform
2.1 Provision of the Platform. Subject to the terms and conditions of this Agreement and solely to the extent permitted by Your Plan, Skilly hereby grants You a limited, non-exclusive, non-transferable right to access and use the Platform to:
2.1.1 create and upload Skill Content to Your Top-Level Portal and Sub-Portals;
2.1.2 run Skill practice and assessment sessions for End Users from Your Top-Level Portal for Your internal business purposes or, if expressly permitted to do so by Your Plan, on a commercial basis and
2.1.3 sublicense the right to access and use Your Top-Level Portal and Sub-Portal(s) to Your End Users.
3. Use Restrictions
3.1 Except as expressly permitted by the terms of this Agreement, neither You nor Your End Users shall:
3.1.1 Copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the Platform or Skilly Intellectual Property; or discover or disclose the source code, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;
3.1.2 Store, distribute, post, upload or transmit any Skill Content through the Platform (including Your Sub-Portals) that is or is reasonably perceived to be infringing, unlawful or in violation of third party privacy rights;
3.1.3 Introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform (including Your Sub-Portals);
3.1.4 Intentionally interfere with or disrupt the integrity or performance of the Platform;
3.1.5 Access and use the Platform in order to (i) build a product or service competitive with the Platform, (ii) copy any ideas, features, functions or graphics of the Platform, or (iii) determine whether the Platform is within the scope of any patent;
3.1.6 Interfere with any markings on or in the Platform which refers to Skilly or includes any of its trademarks or logos;
3.1.7 Use the Platform for the purposes of direct marketing or promotion to anyone other than Your End Users and their customers;
3.1.8 Suggest or state that Skilly endorses or supports your Skill Content you are running;
3.1.9 Use the Platform to store or transmit (i) sensitive personal data, as defined by the GDPR, (ii) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 as amended and supplemented; (iii) financial information protected under the Gramm-Leach-Bliley Act; (iv) information that is subject to Payment Card Industry Data Security Standards or (v) any matter that is export-controlled; or
3.1.10 Use the Platform for any illegal, unauthorized or otherwise improper purposes.
4. Your Responsibilities
4.1 Usage Limits. You are responsible for ensuring that You do not exceed the usage and other limits specified by Your Plan. You shall not allow any End User profile to be used by more than one individual person unless it has been reassigned in its entirety to a different individual.
4.2 Account. You are responsible for all use of Your Account, including all Skill Content, regardless of whether undertaken by You, Your employees or a third party (including Your contractors, agents or End Users). You must contact Skilly immediately if You know or suspect Your Account has been accessed by an unauthorized third party or used in breach of this Agreement.
4.3 Applicable Laws. You shall comply with all applicable laws, regulations, rules and codes with respect to activities relating in any way to Your use or exploitation of the Platform.
5.1 Relationship with End Users. Any transactions or terms in relation to the use of the Portal by Your End Users is solely between You and each End User. Other than as specifically provided for herein, Skilly has no responsibility or liability to Your End Users and nothing herein confers a benefit on any person other than You.
5.2 Skills and Skill prompt content: You are solely responsible for providing all Skill Training Content and other Content for Your Portals and End Users. All Content is uploaded at Your own risk and Skilly recommends that You regularly back-up all Content uploaded onto the Platform.
5.3 Equipment. You and Your End Users are solely responsible for supplying all equipment, Internet access and bandwidth needed to properly access and use the Platform.
5.4 API. Skilly may provide an API for Your convenience. You expressly understand that Skilly may change the API, with or without notice, at any time. Skilly shall have no liability to You or any third party with respect to any changes, whether announced or unannounced.
5.6 Content. Skilly does not monitor any Content on the Platform (including Your Sub-Portals) but reserves the right (but is not required) to remove, delete and/or destroy any Content that is in breach of this Agreement.
5.7 White Labelling. Certain Skilly Plans allow You to “white-label” Your Portals. If expressly permitted to do so by Your Plan, You are granted the right to brand Your Portals on a white-labelling basis, however Skilly may include a hypertext link and/or icon logo with the words “Powered by Skilly” (or equivalent) at the foot of each page of the Platform.
5.8 No High Risk Activities. You acknowledge that the Platform is not designed or intended for use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.
6.1 You are entitled to Skilly’s support services offered with Your Plan as more particularly described in the Support Services at https://www.Skilly.ie/support-services/ which are incorporated by reference to these Terms.
7.1 Skilly reserves the right to make Revisions to the Platform. Any such Revisions shall be considered part of the Platform for all purposes of this Agreement.
8.1 Fees. You agree to pay all Fees in accordance with the Plan You selected. You may not withhold payment or claim any right of set-off without prior written consent.
8.2 Updated Fees. Plan Fees may change over time, however, Skilly will give You thirty (30) days prior notice, generally via email. If Skilly revises Your Plan Fees, such new Fees shall not apply to the Subscription Period for which you have already subscribed but shall apply to any renewal Subscription Period commencing after the effective date of change in Fees.
8.3 Payment Methods. You will provide Skilly with a valid payment method reasonably acceptable to Skilly. Skilly will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. If You enroll in the Automatic Bill Payment option, You authorize Skilly to charge Your credit card for the Fees for the initial Subscription Period and any renewal Subscription Period(s).
8.4 Taxes. All Fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
8.5 Overdue Fees. If You fail to pay Skilly all Fees by thirty (30) days after the due date, Skilly may, in its sole discretion, without limiting its other rights and remedies, (a) disable access for You and End Users to some or all of the Platform and/or terminate this Agreement; (b) delete and remove Your Top-Level Portal and Sub-Portal(s) and/or Content. Skilly will give You at least seven (7) days’ prior written notice that Your account is overdue, before suspending access to the Platform services. Skilly shall not exercise its rights under this Section 8.5 if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
9.1 This Agreement shall have a term commencing on the Subscription Start Date and ending upon the expiration or termination of all Order Forms issued hereunder. Unless terminated in accordance with this Agreement or otherwise provided for in an Order Form, each Order Form shall have a Subscription Period of one year commencing on its effective date. The Subscription Period will automatically renew for subsequent 12-month period(s) at the end of the Subscription Period in the Order Form, unless either party sends the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Period.
10. Cancellation, Suspension, Termination
10.1 Cancellation by Customer. You may terminate all access to the Skilly Platform at any time with 30 days’ prior written notice, however, payment for the current Subscription Period is non-refundable.
10.2 Suspension. In addition to our rights under Section 8.5 (Overdue Fees), Skilly may immediately restrict or suspend (on a temporary or permanent basis) Your or any End User’s right to access or use any portion or all of the Platform and/or to delete one or more of Your End Users You if we reasonably determine: Your or an End User’s use of the Platform (i) violates Section 3 (Use Restrictions), (ii) poses a security risk to the Platform or any third party, (iii) violates applicable law or could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent. Skilly will use commercially reasonable efforts under the circumstances to provide you with advance notice of any suspension under this Section
10.2 and, if practicable, an opportunity to cure any breach or violation prior to any such suspension.
10.3 Termination by Skilly. Skilly may terminate this Agreement or any Order Form (i) where permitted by another provision in this Agreement: (ii) for cause upon thirty (30) days written notice to You of material breach if such breach remains uncured at the expiration of such period, if curable; (iii) if You enter into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if You make a general assignment for the benefit of creditors.
10.4 Termination by Customer. You may terminate this Agreement or any Order Form for cause upon thirty (30) days written notice to Skilly of material breach if such breach remains uncured at the expiration of such period.
10.5 Refund or Payment upon Termination. In no event shall any termination relieve Customer of the obligation to pay any Fees payable to Skilly for the period prior to the effective date of termination.
10.6 Effect of Termination.
10.6.1 Upon the effective date of expiration or termination of this Agreement or any Order Form Subscription Period, You shall immediately cease any further use of the Platform. It is Your responsibility to retain the original source of all Content and to export Your End User training history prior to expiration or termination. Skilly reserves the right to delete all Content from the Platform thirty (30) days following the expiration or termination of this Agreement or any Order Form.
10.6.2 Termination or expiration of this agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
11. Intellectual Property
11.1 Suggestions. Other than Your Content and Your trademarks, You acknowledge that the Platform and all Intellectual Property contained therein, is proprietary to Skilly and its licensors, and Skilly and its licensors retain exclusive ownership of the same throughout the world. Except for the limited express license granted to You under this Agreement, Skilly and its licensors retain all right, title or interest in and to the Platform. You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the Platform suggested by You, and any and all Intellectual Property Rights contained therein, will become Skilly property, and You hereby assign and agree to assign any and all right, title and interest to any rights in such suggestions to Skilly.
11.2 Customer Skill Content. You hereby grant Skilly the non-exclusive worldwide, royalty-free right to use, reproduce, store, transmit, perform, adapt or display the Skill Content solely to the extent required for Skilly’s provision of the Platform under this Agreement. Subject to the limited rights granted by You hereunder, Skilly acquires no right, title or interest from You or Your licensors under this Agreement in or to the Content, including any Intellectual Property Rights therein.
12. Security and Data Protection
12.1 Security. Skilly shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content in accordance with Skilly’s security measures as described in Annex 2 (Description of Security Measures) of the Data Processing Agreement at https://www.Skilly.ie /customer-data-processing-agreement/ and incorporated herein by reference, Skilly will not access or use Your Content except as necessary to maintain or provide the Platform, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, Skilly will give you notice of any legal requirement or order referred to in this Section 12 so that You may provide an objection to such disclosure.
12.2 Data Protection. If Skilly processes any Content comprised of personal data, as defined in the Data Protection Legislation, each party shall duly comply with all of its obligations under the Data Protection Legislation that arise in connection with this Agreement and shall adhere to the provisions set out in the Data Processing Agreement at https://www.Skilly.ie/customer-data-processing-agreement/ and incorporated herein by reference.
13.1 Customer Warranties. Customer warrants that (i) Customer has validly entered into this Agreement and has the legal power to do so and (ii) that Skilly’s use of Content in accordance with this Agreement will not infringe or violate the Intellectual Property Rights of any third party or any applicable law.
13.2 Disclaimers. Skilly does not guarantee that use of the Platform (including Your Portal) will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. Skilly does not warrant that the services will meet Your requirements or that they will be suitable for any particular purpose. It is Your sole responsibility to determine that the Portal and Platform meet the needs of Your business or otherwise and are suitable for the purposes for which they are used.
13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKILLY MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S) OR EXHIBITS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”. YOU ACKNOWLEDGE THAT YOU ARE DEALING WITH Skilly AS A BUSINESS AND NOT AS A CONSUMER.
14.1 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKILLY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
14.2 Limitation of Liability. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, IN NO EVENT SHALL SKILLY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO) EXCEED THE TOTAL SUBSCRIPTION PAYMENTS MADE TO SKILLY BY YOU IN THE PRECEDING TWELVE (12) MONTHS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. Skilly IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU, END USERS OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
15.1 Customer Indemnification. You shall defend Skilly against any claim, demand, suit, governmental action or proceeding (a “Claim”) made or brought against Skilly by a third party arising out of or in connection with (i) Your use or the use by Your End Users of the Platform in violation of this Agreement or any applicable law, (ii) any Content posted, uploaded, distributed, transmitted or disseminated by You or Your End Users via the Platform, or (iii) a dispute between You and any End User, and shall indemnify Skilly for any damages, fines, attorney fees and costs incurred against Skilly as a result of, or for any amounts paid by Skilly under a court-approved settlement of such Claim.
15.2 Skilly Indemnification. Skilly shall defend You against any Claim made or brought against You by a third party alleging that the Platform, or use of the Platform as permitted hereunder (but excluding any claims based on Content) infringes a copyright or misappropriates a trade secret (an “IP Claim”) and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of such IP Claim. If an IP Claim is made or appears likely to be made, Skilly, at its option, shall have the right, at its option, to (a) procure for You the right to continue to use the Platform, (b) modify or replace the Platform in a manner that substantially retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (c) require You to terminate the use of the Platform and refund any fees prepaid by You for future use of the Platform.
15.3 Indemnification Exclusions. Skilly shall have no obligation under Section 15.2 or otherwise to the extent that an IP Claim or other Claim is based on or arises from (a) Your or Your End Users’ Content; (b) a modification of the Platform not made or provided by Skilly, (c) Your or an End Users’ use of the Platform or in a manner contrary to the instructions given to You by Skilly or in breach of this Agreement; or (d) Your or an End Users use of the Platform after notice of the alleged or actual infringement from Skilly or any appropriate authority.
15.4 Procedure. Each party’s indemnification obligations in this Section 15 are subject to (a) prompt notification of any such Claim (provided that the indemnified party’s failure to provide reasonable written notice shall only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party’s ability to defend or settle such claim); (b) the transfer of sole control of the defense and any related settlement negotiations to the indemnifying party (provided that the indemnifying party may not settle any Claim unless the settlement unconditionally releases the indemnified party of all liability); and (c) the indemnified party’s reasonable cooperation in the defense of such claim.
15.5 Exclusive Remedy. This Section 15 states Your sole and exclusive rights and remedies, and Skilly’s entire obligation, responsibility and liability, for infringement or claims alleging infringement.
16.1 Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes publicly known or is readily ascertainable through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (d) was communicated by disclosing Party to an unaffiliated third party free of any obligation of confidence; and/or (e) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the Platform and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Skilly’s prior written permission. Each party’s obligations under this Section 16 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
17. Aggregated Anonymous Data
17.1 The Platform, in the normal course of operations, provides Skilly with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You or any End User, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by Skilly, You agree that Skilly may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.
18.1 Publicity. You agree that Skilly may, subject to Your prior written consent, use Your business name and logo in accordance with any publicly available trademark usage guidelines on its marketing and promotional materials for the Platform, for as long as You use the Platform.
18.2 Force Majeure. Neither party shall be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
18.3 Amendment and Waiver. The provisions in this Agreement may only be waived by a party in writing by an express reference to this clause. No delay or neglect on a party’s part in enforcing any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by a party of any breach of any provision of this Agreement does not constitute a general waiver of such provision.
18.4 No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
18.5 Relationship of the Parties. This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and Skilly.
18.6 Notices. Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be: (y) if to You, to the email address provided, and (z) if to Skilly, to email@example.com
or to any other email address notified to You by us, with written copies of any legal notices sent to Skillscan Limited, 33 Hyde Park Avenue, Blackrock, Co.Dublin, Ireland. Attention: General Counsel. Notice shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) as of the date received via email.
18.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Skilly may assign this Agreement in its entirety (including all Order Forms), and its rights or obligations hereunder, without Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Skilly’s assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
18.8 Survival. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
18.9 Severability. If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
18.10 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of this Agreement shall expressly prevail, unless such exhibit, addendum or Order Form expressly references such conflict or inconsistency, in which case the exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
18.11 Governing Law. This Agreement will be governed by the laws of the State of New York, USA without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the Parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in New York, New York, USA, and the Parties hereby agree to submit to the jurisdiction and venue of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
Part A – Our relationship with you
Attendees at Online Skilly Training Events
Skillscan Limited (“Skilly”, “we”, “us” and “our”), is a company incorporated under the laws of Ireland whose registered office is at 33 Hyde Park Avenue, Blackrock, Co.Dublin, Ireland ( Skilly provides access to a training program hosted online that allows users to access to an online training event (“Online Training”).
These Terms govern your use of our service and access to the Online Training. As used in these Terms (the “Services”) means the service provided by Skilly for the Training Event, including features and functionalities, the Website, and interfaces, as well as all content and software associated with our Services.
Structure of terms
The agreement is between us and the person who completes the Online Training registration form upon purchasing a Ticket (or having a Ticket Purchased for them) (“Attendee”, “you” or “your”). Your agreement with us consists of:
- Part A (Our relationship with you);
- Part C (Attendee terms), which contains terms specific to registered users accessing the Online Training; and
- Part D (Additional Policies) Your use of our Services are also subject to the following policies which govern your access to and use of the Website and the Online Training mobile applications (“App”) available:
-Anti-harassment policy (collectively, the “Terms”)
, which explains the types of information collected, stored, shared and processed in connection with the Online Training, how and why we use such information, who we share it with and your legal rights.
Your agreement with us
You should read this document carefully. These Terms govern your online registration, online attendance at and/or participation in the Online Training. By registering for the Online Training you agree that you have read and accepted these Terms and agree to be legally bound by them. If you do not wish to be bound by these Terms, please do not register, attend or participate in the Online Training.
Registering on behalf of another
If you are registering on behalf of another person you should make sure that the person attending is aware of these Terms and accepts them. By completing and submitting the registration form you are representing and warranting that you have made the person attending aware of these Terms and that they have accepted these Terms.
Changes to this policy
These Terms apply to you from the date of publishing and until these Terms are superseded by a new version. We may update these Terms at any time for legal or regulatory reasons or to reflect changes in our Services or business practices. Any amended Terms will be posted on our Skilly website.
We have done our best to explain things clearly for you in this document but if you have any questions, please let us know.
1. Access to Online Training
We, in our discretion, and without any liability or obligation to refund, reserve the right to refuse participation to or to remove access to the Online Training to anyone that we determine:
- is behaving in a manner that could disrupt, hinder or cause a nuisance to the Online Training or the enjoyment of any other person at the Online Training;
- represents a security or health & safety risk to the Online Training or any person or partner; and/or
You agree to comply with all applicable laws in connection with your access to or participation in the Online Training.
2. Changes or cancellation of the Online Training
We try to make sure that the Online Training programmes, speakers, topics, platform, format and dates are correct at the time of publishing. Circumstances beyond our control may necessitate substitutions, alterations, postponements, or cancellations to the content, format, themes, name, performers, hosts, moderators, venue, timing, platform or dates of the Online Training. We reserve the right to do so at any time and will not be liable to you for ANY cost incurred by you as a result.
We will endeavour to notify you as soon as reasonably practicable of any substitutions, postponements, or changes by posting the updated information on the Website.
IF Online Training IS POSTPONED, WE WILL PROVIDE YOU WITH ACCESS TO The Online Training AT A LATER DATE. NO REFUNDS WILL BE PROVIDED IF The Online Training IS POSTPONED.
In the unlikely event of cancellation of the Online Training, our total aggregate liability to you is limited to the refund of paid fees that remain after credit card and payment processing fees have been incurred and deducted, and we will not be liable to you for any expenditure, damage or loss incurred by you as a result of the cancellation.
3. Photography, audio and video recording
By attending the Online Training you acknowledge and agree that where you choose to participate in elements of the Online Training you are giving Skilly consent to store recordings for any of all webinars or video conferences that you join if such recordings are in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to be recorded, you can choose to leave the meeting or webinar. You agree to permit us, or any third party licensed by us, to use, distribute, broadcast, or otherwise globally disseminate your likeness, name, voice and words in perpetuity in television, radio, film, newspapers, magazines and other media now available and hereafter developed, both before, during and any time after the Online Training, and in any form, without any further approval from you or any payment to you. This grant includes the right to edit the media, the right to use the media (alone or together with other information), and the right to allow others to use or distribute the media.
4. Your attendance at the Online Training
You are responsible for advising us at the time of making your booking regarding any special access requirements you require at the Online Training.
5. Third-party links
The Online Training or the Services may contain links to third parties and contributions uploaded by participants, including videos, images, descriptions, links and other content. We are not responsible or liable to these third-party sites, and you should review any terms and conditions when entering those sites or viewing their content.
6. Personal use only
The Services and Online Training are for your personal use only and may not be shared with individuals beyond your household. For the duration of the Online Training, we grant you a limited, non-exclusive, non-transferable right to access the Services and view the Online Training. Except for this, no right, title or interest shall be transferred to you.
7. Usage terms
Access to the Online Training and use of the Services requires compatible devices, and certain software (including third party software) may be required or may need updating, and your use of the Services and Online Training may be affected by the performance of these elements.
You must have a high-speed internet connection to access Online Training and Services. When accessing the Online Training or Services through a mobile network, your network or roaming network will apply fees for data usage.
8. Intellectual property rights
All intellectual property rights (“IP”) in and to the Online Training, the Online Training content, the Services and all materials distributed at or in connection with the Online Training are owned by Skilly, our related companies, and/or the Online Training sponsors or speakers participating in the Online Training. You agree not to reproduce, modify, distribute, license, perform, publish, create derivative works from or use (except as authorised and following these Terms) the Online Training or the Services for any reason.
Nothing in these Terms shall vest in you any legal or beneficial right in or to any IP owned or used under licence by us or our related companies, or grant to you any right or licence to any other IP of us or our related companies. All such IP shall remain the exclusive property of us and our related companies.
It is strictly forbidden for any company, organisation, or person to attempt to host or organise any event in conjunction with, contiguous to or purporting to be related to the Online Training or its affiliates without the express prior permission and cooperation of us. We reserve their right to take such action (legal or otherwise), including a claim for damages as we, in our sole discretion, deem appropriate in the circumstances.
9. Acceptable Use
When accessing and using the Website and its related subdomains you are prohibited from:
- violating any law, statute, ordinance or regulation;
- using the Services for any illegal purpose and you agree to use it following all relevant and applicable laws;
- promoting or providing information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any illegal acts;
- uploading or transmitting through the Services any computer viruses, macro viruses, Trojan horses, worms or anything other harmful activity;
- overriding any security feature of the Website or jeopardise the security of your account or someone else’s account (such as allowing someone else to log in to the Website or use the Services as you);
- interfering with the operation of, or places an unreasonable load on, the Website (such as viruses, denial of service attack or gaming algorithms);
- using manual or automated software, devices or other means or processes to access, scrape or crawl the Website or any content or information contained in it or the Services;
- engaging in ‘framing’, ‘mirroring’, or otherwise simulating the appearance or function of the Website;
removing any copyright, trademark or other proprietary rights notices contained in or on the Website or from the Online Training;
- modifying, creating derivative works or copying or storing any significant portion of the Website or Online Training or any related technology (unless allowed by law or we expressly authorise);
- using filming equipment or other devices to record The Online Training;
- using the Website (or any part of it) in a manner which may result in; (i) the Website and/or the Online Training being interrupted, damaged, rendered less efficient or such manner designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or Website; (ii) sharing any material which is unlawful, libellous, abusive, obscene, pornographic, discriminatory, harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar invasive of another’s privacy, hateful or otherwise objectionable, defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety; (iii) impairing the effectiveness or functionality of the Website or the Online Training; or (iv) violating or infringing the rights of any person, firm or company (including, but not limited to, IP, confidentiality and/ or privacy) of the Website;
- attempting to grant any unauthorised access to any part or component of the Website;
- copying or distributing any part of the Website in any medium without our prior written consent; and
- altering or modifying any part of the Website other than as may be reasonably necessary to use the Website for its intended use; or
- reverse engineering, decompiling, disassembling deciphering or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Website or any related technology, or any part thereof unless allowed by law;
- Compromising the security of the Services such as transmitting viruses, malware or destructive code;
Attempting to circumvent restrictions on access or usage;
- Tampering with the Services or accounts of users such as hacking;
- harvesting, gathering or sharing private information from the conference, Services or accounts of its users without consent; or
- Partaking in hostile activities aimed at damaging the conference, Services or accounts of its users.
We may terminate or restrict your use of our Services if you violate these Terms or are engaged in the illegal or fraudulent use of the Service.
10. Your Contribution and Messages
We may permit you to send messages and other communications to us or other users via the App and/or Website (“Messages”). You are solely responsible for your Messages and the consequences of sending them, and expressly release us and agree to hold us harmless, from all and any liability arising from your Messages. You grant us (and we accept) a right to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your chosen recipients (and we may also use third-party service providers to facilitate the sending of your Messages). You represent and warrant that your Messages will not infringe any third party right of others.
- Impersonating or misrepresenting an individual or entity in a manner that is considered misleading or deceptive;
- Partaking in activities that are considered fraudulent, unlawful or false, such as scams;
- Using our site in any way that breaches any applicable local, national or international law or regulation;
- Sending mass solicitation material without intent or purpose, such as spam;
- Knowingly transmitting any data, or sending or uploading any material, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
Knowingly sending, receiving, uploading, download, using or re-using any material that does not comply with our content standards;
- Violating the privacy of individuals, or distributing confidential or personal information relating to individuals;
- Violating or infringing any intellectual property or proprietary rights of individuals or entities, including but not limited to copyrights.
You may not use your username, display name, or profile bio to engage in any practice prohibited by these Terms and Conditions.
To the extent permitted by the applicable law, we disclaim all warranties or conditions, either express or implied or any part of them in respect of any aspect of the Online Training or any related materials. You acknowledge and agree that in accepting these Terms you have not relied on any representation or warranty that is not expressly included in these Terms and you agree that you shall have no remedy in respect of any misrepresentation which has not become a part of these Terms.
The Online Training(including but not limited to: videos, transcripts, audio etc.) is made available AS IS and Skilly do not offer any warranty of any kind or represent that the Online Training will be accurate, complete, or error-free. We are not liable for the usage of, implementation of, the impact from, or communication of the ideas presented in any element of the Online Training.
12. Limitation of Liability
You acknowledge and agree that views expressed by presenters, tutors at or in connection with the Online Training are their own and we do not accept any responsibility or liability for any advice given or views expressed during or in connection with the Online Training.
Materials shared or distributed at or in connection with the Online Training are intended for information purposes only and should not be relied upon by you or others. We do not provide any guarantees, conditions or warranties that the materials are complete or accurate and do not accept any responsibility or liability for reliance by you or any person on any aspect of the Online Training and/or any information provided at the Online Training.
To the fullest extent allowed by applicable law:
(a) We shall not be liable to you whether, in contract, tort (including for negligence), misrepresentation, restitution or otherwise for any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of income; loss of opportunity; loss of or damage to goodwill; loss of use or corruption of software, data or information; and/or similar losses or pure economic loss, or for any indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with the performance or contemplated performance of the Terms, even if we had been advised of the possibility of same in advance; and
(b) subject to paragraph (c) (below), our total aggregate liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of the Terms is limited to the total amount paid by you to us for your ticket to participate and access the Online Training, after the payment of any processing fees or bank charges applicable.
(c) Nothing in these Terms purports to exclude or limit liability for any fraudulent statement or act or in respect of any liability that cannot be excluded or limited under applicable law.
You agree to defend, indemnify, and hold us, our related companies, affiliates, subsidiaries, joint ventures, third-party service providers, and our respective employees, contractors, agents, officers, and directors harmless from all claims, liability, damages, losses, costs and expenses, including legal fees, that arise out of or are related to any breach of the Terms by you or any other liabilities incurred by us arising out of your attendance or participation or access to the Online Training.
The clauses of these Terms which by their nature should survive if the Agreement between you and Skilly is terminated shall survive such termination. If any provision or provisions of these Terms shall be held to be unenforceable invalid or illegal, the validity, legality and enforceability of the remaining provisions shall remain in effect and full force.
15. Force majeure
It is possible that the Online Training and/or some of the Services may not be available at any given time due to (a) power or server outages or issues (b) update or maintenance periods (c) as a result of war, acts of God, flood, drought, earthquake or other natural disasters; (d) epidemic or pandemic; (e) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (f) nuclear, chemical or biological contamination or sonic boom; (g) any law or any action taken by a government or public authority; (h) collapse of buildings, fire, explosion or accident; (i) any labour or trade dispute, strikes, industrial action or lockouts; (j) non-performance by suppliers or subcontractors; (k) interruption or failure of utility service and/or (l) electronic or communications failure. We will make reasonable efforts to provide you with notice of interruption to the Services or Online Training. Where the Services are unavailable for reasons beyond the control of Skilly, we shall have no liability to you.
We are not liable if the Online Training is, in whole or in part, cancelled, rescheduled or postponed, or for any failure or delay to perform our obligations under these Terms, if such event results from anything beyond our reasonable control (for example (a) power or server outages or issues (b) update or maintenance periods (c) as a result of a war, acts of God, flood, drought, earthquake or other natural disaster; (d) epidemic or pandemic; (e)terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (f) nuclear, chemical or biological contamination or sonic boom; (g) any law or any action taken by a government or public authority; (h) collapse of buildings, fire, explosion or accident; (i) any labour or trade dispute, strikes, industrial action or lockouts; (j) non-performance by suppliers or subcontractors; and (k) interruption or failure of utility service , (l) electronic or communications failure y) or anything else that renders performance of the Online Training, in whole or in part, impracticable, illegal or impossible.
16. Governing law and jurisdiction
This interpretation, formation and operation of the Terms and all non-contractual obligations arising from or connected with them shall be governed by and construed following, and all disputes between the parties arising out of or in any way relating to the Terms or any disputes between the parties in any way connected with the subject matter of these Terms (whether contractual or non-contractual) shall be governed by, the laws of Ireland.
Each of the parties submits to the exclusive jurisdiction of the Irish Courts.
We may offer Alternative Dispute Resolution (ADR), including through the European Commission’s Online Dispute Resolution Service. If you have a complaint please contact us at firstname.lastname@example.org
Nothing contained in the Terms shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.
17. Some final terms
If a court with jurisdiction over these Terms finds that any part of these Terms is wholly or partly unenforceable, you and we agree that where possible, the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree that the court should not have regard to that unenforceable part but still enforce the rest of these Terms.
If we fail to insist that you perform any of your obligations under these Terms or we do not act or delay in acting to in exercise a right or remedy provided by these Terms that does not mean we have waived our rights or remedies against you and will not mean that you do not have to comply with your obligations.
These Terms are personal to you. You agree not to assign or transfer your rights or obligations under these Terms to anyone else without receiving our prior written consent. We may assign or transfer these Terms without your consent by providing you with notice.
You and we agree that no agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind us in any respect.
You agree that the only way you can provide us with a legal notice is at the address(s) set out in Part A above (our Registered Address). We will send all information related to the Online Training and Services in electronic form only such as the email address you have provided us on registration. To the extent allowed by law, the English language version of the Terms is binding and any translations are for convenience only.
You agree that Online Training is intended for informational, entertainment and networking purposes only. The Services or the Online Training do not constitute legal, financial, professional, medical or tax advice and cannot be used for such purposes. You acknowledge that all information and content accessed by you using the Services and the Online Training is at your own risk. We do not endorse or recommend any Party participating in The Online Training. We expressly disclaim any liability or responsibility for usage of, implementation of, the impact from, or communications of the ideas or discussions presented by any Attendee, speaker or another participant at the Online Training
In these Terms:
- a reference to the Terms includes all its parts described in Part A, and includes any amendment to or replacement of them;
headings are for reference purposes only and do not form part of the Terms;
- a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
- the singular includes the plural and vice versa; and
- “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation.
- If you are a consumer, nothing in these Terms excludes any of your applicable consumer or other statutory legal rights that cannot be waived.
- If an individual purchases a general Attendee ticket before purchasing a start-up ticket we reserve the right to grant a full, partial, or no refund at our sole discretion.
Part C – Attendee terms
Tickets and pricing
You will find details of attendee ticket pricing and fees for the Online Training here. Ticket prices for Online Training are correct at the time of publication.
We reserve the right to change the ticket prices at any time but any changes will not affect tickets that have already been purchased.
A valid ticket entitles you to access the Online Trainings and Attendee online.
Once a successful ticket transaction has been completed, tickets are delivered in electronic soft-copy via email to the email address nominated by the Attendee. For some ticket types, it may be necessary to complete required information such as the Attendee name or tax identification number before the tickets can be issued.
The ticket acts as a receipt for the transaction and can be used to gain access to the Online Training listed on the ticket. The ticket reference number can be used to access the mobile app, to register for the Online Training.
All tickets must be assigned to an attendee, and all attendee details must be complete within 30 days of receipt of your ticket. For the avoidance of doubt, this includes name, job title and company name. Ticket reassignment is not permitted.
We are not obligated to offer any discounts for the Online Training and reserve the right to change or withdraw a discount offer at any time in our sole discretion.
Ticket name changes
Ticket name changes are not permitted
Refund and cancellation
Your ticket remains our property and is a personal revocable license, which may be withdrawn, and access to the Online Training may be refused at any time upon a refund of the printed registration price.
If you are eligible under applicable law to avail of a right to cancel your purchase of a ticket within 14 days without giving any reason and to receive a reimbursement of payments, you need to notify us in writing of your decision to cancel your Online Trainingticket within 14 days of the day the contract for distance selling was concluded. The refund will be made in the same form as the original payment was received (for example, a credit card payment will refund to the same credit card account number). However, you acknowledge that when you purchased a ticket to the Online Training you agreed to the immediate download of digital content and that if you access the Online Training, the Services or an
All purchases of Online Training tickets are non-refundable in their entirety after the end of this 14-day‘ cooling-off’ period or immediately following your access of the Online Training, Services or any digital content. You acknowledge that all refunds are subject to deduction of a €10 or $10 transaction fee or as otherwise advised (depending on the currency of your original transaction).
Our free and subsidised ticket promotions sometimes include a processing fee. This processing fee is non-refundable in its entirety.
If an individual purchases a general Attendee ticket before purchasing a start-up ticket, we will not grant a full refund when the general attendee ticket price has increased beyond the start-up ticket price.
The ticket(s) you purchase is for your personal use and may not be resold under any circumstances, including but not limited to use as part of any promotion or competition. This includes subsidised tickets.
You must be 18 years of age to use the Services. Minors may only use the Services under the supervision of an adult.
Part D Additional Terms
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