The Relationship Between You, Skipta LLC and all Skipta community Websites
- Your use of Skipta LLC products, software, services and web sites (the “Services” in this document and excluding any services provided to you by Skipta LLC under a separate written agreement) is governed by the terms of a legal agreement between you and Skipta LLC.
- Unless otherwise agreed in writing with Skipta LLC, your agreement with Skipta LLC will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Main Terms”.
- Your agreement with Skipta LLC also includes the terms of any Legal Notices applicable to the Services, in addition to the Main Terms. These terms are referred to as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
- If there is any difference in the Main Terms and the Additional Terms, the Additional Terms will apply.
- The Main Terms, together with the Additional Terms, form a legally binding agreement between you and Skipta LLC in relation to your use of the Services. This legal agreement is referred to below as the “Terms”.
- “Skipta” means Skipta LLC, and all Skipta LLC formed websites whose principal place of business is 319 Newburyport Turnpike, Suite 104, Rowley, MA 01969, United States.
Your Acceptance of the Terms
- To use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
- You can accept the Terms by
- clicking to accept or agree to the Terms, when this option is made available to you by Skipta in the user interface for any Service; or
- by actually using the Services. In this case, you understand and agree that Skipta will treat your use of the Services as acceptance of the Terms from that point onwards;
- You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Skipta, or (b) you are a person legally barred from receiving the Services.
Your Use of the Services
- You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for, or continued use of, the Services. You agree to provide accurate and correct information to Skipta.
- You agree to use the Services only for purposes that are permitted
- by law, regulation or applicable legal requirements and
- by the Terms.
- You agree to access the Services only through the interface that is provided by Skipta. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).
- You agree that you will not interfere with or disrupt the Services (or the servers and networks which are connected to the Services).
- Unless permitted by a separate agreement with Skipta, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
- You agree that you are solely responsible for (and that Skipta has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Skipta may suffer) of any such breach.
Provision of the Services by Skipta
- You agree that Skipta may provide Services to you through subsidiaries and affiliated legal entities.
- You agree that Skipta may stop (temporarily or permanently) providing any Service to you personally or to all users, in Skipta’s sole discretion, without notice to you.
- You agree that Skipta may change the form and nature of the Services at any time without notice to you.
- You acknowledge and agree that if Skipta disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content, which is contained in your account.
- You acknowledge and agree that Skipta may set limits on transmissions or other use of the Services at any time, at Skipta’s discretion, or may charge for services.
- You acknowledge and agree that access to certain Services or Content may be limited to registered users, and that some Content may be accessible to the public generally, without the need to be a registered user.
- Skipta may place advertisements as part of the Services. These advertisements may be targeted based on information collected by Skipta as part of the Services. These advertisements may change at any time in Skipta’s sole discretion.
Your account and its security
- At registration, you will be asked to enter a user name, password, professional and occupational information and other information. All information must be accepted by Skipta to become a registered user. The information and its accuracy may affect your eligibility to register at Skipta or may limit your eligibility for certain features of Skipta. You agree that Skipta may verify or investigate information that you provide to it at any time. Your rights to register and hold an account with Skipta are the result of your professional affiliation with the profession and/or school or institution through which you gained access to Skipta. If the company, organization, school or institution ceases to maintain its relationship with Skipta, your account may be terminated without notice by Skipta. Skipta may charge for some services in its sole discretion. In such event, you will be required to provide a credit card to pay for such services.
- You understand and agree that Skipta will not refund any payment, or any part of any payment. Any cancellation as a registered user shall be effective as of the last day of the month already paid for by you.
- You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. As a result, you agree to be solely responsible to Skipta for all activities that occur under your account.
- You agree to notify Skipta immediately of any unauthorized use of your account.
Special provisions applicable to companies, organizations, schools and other institutions who are community providers
- You are a community provider within Skipta. As such, you may provide access to Skipta to those individuals selected by you. To the extent permitted by Skipta, you may restrict access, create sub-communities and otherwise control the attributes of your community.
- Skipta has an initiation fee and a monthly fee as disclosed to you separately by email or other writing. These fees may change, in Skipta’s discretion, on each anniversary of your relationship with Skipta. Such changes will be inserted into these Terms or may be communicated directly to you by email or other writing. Skipta may offer an option to you to use its reasonable efforts to obtain a sponsor for your community. If you do not accept this option or otherwise revoke your acceptance of this option, then you will be responsible for all fees. If you accept this option, then:
- If Skipta finds a sponsor, your initiation fee and monthly fees will be reduced by the amount paid by such sponsor on your behalf. You agree that such sponsor may place advertisements and otherwise interact with you and those in your community.
- If Skipta cannot, after reasonable efforts locate a sponsor for your community, then you will be responsible for all fees.
- If you are responsible for fees, you shall pay such fees within ten (10) days of Skipta’sinvoice. Any fees not paid in a timely manner shall be subject to eighteen percent (18%) annual simple interest plus Skipta’s costs of collection including reasonably attorney’s fees.
Privacy and your personal information
- You agree to the use of your data in accordance with Skipta’s privacy policies.
Skipta’s Proprietary rights
- You acknowledge and agree that Skipta (or Skipta’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether are registered or not, and wherever in the world those rights may exist).
- Unless you have agreed otherwise in writing with Skipta you may not use any of Skipta’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
- Other than the limited license set forth in Section 9, Skipta obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services. You agree that you are responsible for protecting and enforcing those rights and that Skipta has no obligation to do so on your behalf.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
- Unless you have been expressly authorized to do so in writing by Skipta, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
License from Skipta
- Skipta gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Skipta as part of the Services as provided to you by Skipta (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Skipta, in the manner permitted by the Terms, and you may not assign, sublicense or otherwise transfer your rights.
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Skipta, in writing.
Content in the Services
- You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
- You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Skipta (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Skipta or by the owners of that Content, in a separate agreement.
- Skipta reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
- You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
- You agree that you are solely responsible for (and that Skipta has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Skipta may suffer) by doing so.
Content license from you
- You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Skipta a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Skipta to display, distribute and promote the Services.
- You agree that this license includes a right for Skipta to make such Content available to other companies, organizations or individuals with whom Skipta has relationships for the use in their services.
- You understand that Skipta, in performing the required technical steps to provide the Services to our users, may
- transmit or distribute your Content over various public networks and in various media; and
- make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Skipta to take these actions.
- You agree that Skipta may use the Content, including testimonials, in advertising and for other marketing purposes.
- You confirm and warrant to Skipta that you have all the rights, power and authority necessary to grant the above license.
- a. The Software which you use may automatically download and install updates from time to time from Skipta. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Skipta to deliver these to you) as part of your use of the Services.
Ending your relationship with Skipta
- The Terms will continue to apply until terminated by either you or Skipta as set forth below.
- If you want to terminate your legal agreement with Skipta, you may do so by (i) notifying Skipta at any time and (ii) if you are a registered user, closing your account(s) by completing the required steps on the website. Your notice should be sent, in writing, to Skipta’s address which is set out at the beginning of these Terms.
- Skipta may at any time, terminate its legal agreement with you
- you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- Skipta is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
- Skipta no longer desires to provide the Services to you; or
- The community provider through which you gained access to Skipta no longer has a relationship with Skipta.
- The provision of the Services to you by Skipta is, in Skipta’s, opinion, no longer commercially viable.
- Nothing in this Section shall affect Skipta’s rights regarding provision of Services under Section 4 of the Terms.
- When these Terms come to an end, all of the legal rights, obligations and liabilities which are expressed to continue indefinitely, shall be unaffected by this end, and the provisions of Section 18(f) shall continue to apply to such rights, obligations and liabilities indefinitely.
EXCLUSION OF WARRANTIES
- YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED AS IS, WHERE IS AND “AS AVAILABLE”.
- BY WAY OF EXAMPLE OF THE FOREGOING, SKIPTA DOES NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
- THE TESTIMONIALS ARE ACCURATE OR VERIFIED,
- YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (v) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- SKIPTA DOES REPRESENT OR WARRANT ANYTHING RELATING TO THE PRODUCTS OR SERVICES OF ANY ADVERTISERS, VENDORS OR OTHER PARTIES ON SKIPTA.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SKIPTA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- SKIPTA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
- SUBJECT TO OVERALL PROVISION IN SECTION 13, ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SKIPTA AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
- ANY CHANGES WHICH SKIPTA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
- YOUR FAILURE TO PROVIDE SKIPTA WITH ACCURATE ACCOUNT INFORMATION;
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
- THE LIMITATIONS ON SKIPTA’S LIABILITY TO YOU IN SECTION 14(a) ABOVE SHALL APPLY WHETHER OR NOT GOOGLE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Intellectual property infringement
- Skipta’s policy is to respond to notices of alleged copyright or trademark infringement. A written notice should be mailed, return receipt requested, to Skipta at its address set forth above. The notice should state in detail the alleged copyright or trademark that has been infringed, where located on Skipta’sweb-site, and all other relevant details to the alleged infringement.
- The Services may include hyperlinks to other web sites or content or resources that may not be controlled by Skipta.
- You acknowledge and agree that Skipta is not responsible or liable for any loss or damage which may be suffered by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
Changes to the Terms
- Skipta may make changes to the Terms from time to time in its sole discretion. These changes will be contained in the Terms displayed or at the relevant location of the Additional Terms.
- You understand and agree that if you use the Services after the date on which the Terms have changed, you have agreed to the updated Terms.
General legal terms
- The Terms constitute the whole legal agreement between you and Skipta and govern your use of the Services (but excluding any services which Skipta may provide to you under a separate written agreement), and completely replace any prior agreements between you and Skipta in relation to the Services.
- You agree that Skipta may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
- You agree that if Skipta does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Skipta has the benefit of under any applicable law), this will not be taken to be a formal waiver of Skipta’s rights and that those rights or remedies will still be available to Skipta.
- If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
- You acknowledge and agree that each member of the group of companies of which Skipta is an affiliate shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
- The Terms, and your relationship with Skipta under the Terms, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and Skipta agree to submit to the exclusive jurisdiction of the courts located within the county of Essex, Massachusetts, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Skipta shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.