USER TERMS OF SERVICE
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
These User Terms of Service (“Terms”) govern your access to, and use of, the SKILLR® platform provided by Skillr, Inc. (“Skillr”, the “Company”), including our web site (www.skillr.com) and mobile applications (“Skillr App(s)”) (collectively, the “Platform”).
Skillr has created these Terms, which will be amended from time to time, to govern your access to, use of, and/or interaction (collectively, “use” or “using”) with the Platform. Any reference to “you,” “your,” or “User” herein shall mean the person or legal entity using the Platform.
Acceptance of The Terms and Subsequent Changes
By accessing, viewing, otherwise using the Platform, you represent and warrant that you have read, understand, and agree to be bound by these Terms. Your agreement to be bound by these Terms will be indicated by, for example, creating or logging into your User account (a “User Account”), clicking “I agree” when prompted, or making any other use of the Platform. If you do not agree to these Terms, we ask that you do not access or use the Platform.
Skillr reserves the right to change, modify, add or remove portions of these Terms at any time, without prior notice. Changes take effect on the date that the change appears on the revised Terms. If you use the Platform following a change in these Terms, your use will be understood to signal that you accept and agree to be bound by the changes. Accordingly, we urge you to review the Terms frequently for changes.
The Skillr Platform
Overview of the Platform
The Platform comprises an online marketplace that connects consumers Users (“Seekrs”), in real time via one-on-one video conferencing (each video conference a “Session”) with individuals purporting to have particular subject matter knowledge or expertise (collectively “Skillrs”, their knowledge and expertise “Services of Skillrs”). The Company does not directly provide Sessions and is not an agent or representative of any Seekr or Skillr. Please note that Skillrs are independent contractors and are not employees or agents of the Company.
Account Creation, Maintenance and Right to Termination
In order to maintain your Skillr account in good standing and avoid termination, we require (and you agree) that:
- You may only create and maintain one User Account for use of the Platform.
- You are over the age of 13.
- If you are over 13 years old and under 18 years old, you may not create a Skillr Account or use the Platform unless you and your legal guardian have reviewed and agreed to these Terms. If you are a parent or legal guardian permitting a person between 13 and 18 years of age (a “Minor”) seeking to create a Skillr account and/or use the Platform, you agree to: (i) supervise the Minor’s use; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use; (iii) ensure that the Content in the Skillr Services and/or Platform are suitable for the Minor; and (iv) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.
- You will provide complete and accurate information (e.g., you may not use a name that is not yours or attempt to impersonate another individual) and will monitor and update your account as necessary to comply with this requirement.
- You will not offer to sell, sell or otherwise transfer your account to any person or entity without Skillr’s express permission.
- You will make reasonable efforts to maintain your account credentials (e.g., password) secure and not share them with anyone. In the event that you believe that your account and/or credentials have been compromised, you will promptly contact the Company.
- You agree not to exchange personal information (email addresses, phone numbers, home address, etc.) with any other Users of the Platform.
Skillr reserves the right to terminate your account for any reason, including violations of the above requirements, at its sole discretion without notice and without liability.
Updates to the Platform
Skillr continually looks to enhance and improve the Platform for the benefit of its Users. In this regard, Skillr reserves the right to make changes to the Platform at any time for any reason in its sole discretion. These changes may affect the appearance and/or functionality of the Platform, including the addition, modification, or removal of functionality, features, or content.
Skillrs and The Services of Skillrs
By providing Sessions, Skillrs represent and warrant that they are fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations, for the specific knowledge or expertise they are performing.
The Company is not in the business of providing the services offered by Skillrs. Skillrs understand and agree that by creating and maintaining a User Account on the Platform, they receive only the ability to use the Platform to access Seekrs interested in receiving Sessions.
Skillrs understand and agree that they are customers of the Company, and are not employees, joint venturers, or partners. Skillrs acknowledge that they set or confirm their own prices and determine their own work schedule.
You shall be responsible for your compliance with these Terms. As a User, you may not:
- Make the Platform available to anyone other than yourself.
- Use the Platform to engage in conduct that would give rise to civil or criminal liability, or violate any law.
- Record, use, publish, reproduce, distribute, display, post, or share any portion of a Session.
- Transmit or submit any inappropriate or unlawful Content (defined below) through the Platform, including Content that is illegal, pornographic, obscene, profane, abusive, defamatory, hateful, or discriminatory, or that is intended to harass or threaten anyone.
- Solicit other Users for employment or any other purpose not specifically provided by these Terms, including services outside of the Platform.
- Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose.
- Take any action that interferes or attempts to interfere with the proper working of the Platform or circumvents, disables or otherwise interferes with security features of the Platform.
- Use the Platform to violate any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.
- Circumvent or manipulate Fees (defined herein), billing, or Fees owed.
- Manipulate Reviews (defined below) or otherwise interfere with the accuracy of reviews or ratings provided on the Platform.
- Permit or encourage any third party to do any of the above.
Authorization and Acknowledgement
You acknowledge, authorize and agree that:
- Sessions are recorded and constitute Content (as defined below) of the Company.
- You will not share or disclose any personal, private, or sensitive information relating to you or a third party during a Session and/or your use of the Platform, except as provided herein.
- You will promptly advise Skillr if you become aware of, or the recipient of, inappropriate or unlawful Content on the Platform, including Content that is illegal, pornographic, obscene, profane, abusive, defamatory, hateful, or discriminatory, or that is intended to harass or threaten anyone.
Skillr, in its sole discretion, may decide to block, suspend or terminate your access to the Platform, in whole or in part, at any time with or without cause and with or without prior notice. Likewise, you may cancel your use of the Platform and/or terminate your account at any time through the settings menu. If your account is terminated or cancelled (whether by you or Skillr), Skillr does not have an obligation to delete or return to you any Content you have posted to the Platform.
Skillr does not process payments or handle User funds (“Fees”). Rather, the Platform provides for Fees to be made from Seekrs to Skillrs (“Payments”) through our payment processing partner, Stripe. Therefore, Seekrs must review, accept and agree to be bound by the Stripe Services Agreement (available at https://stripe.com/legal), and any other related terms and conditions provided by Stripe. Skillrs must review, accept, and agree to be bound by the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal) and any other related terms and conditions provided by Stripe. By using the Platform, Seekrs authorize Stripe to charge your credit/debit card, bank account or other payment method for Sessions purchased on the Platform. By using the Platform, Skillrs authorize Stripe to charge or disburse Fees to your bank account or other payment method for Sessions provided through the Platform. It is a Users obligation to keep Seekr payment or Skillr disbursement information up to date, and the Company will not be responsible for any delays in payment resulting from your failure to do so.
Should any disputes arise regarding payments made by Seekrs or earned by Skillrs in connection with Platform, you agree to the following dispute resolution procedure. You may initiate a dispute in the Platform, or may submit any payment dispute by email to Help@skillr.com. This includes all disputes relating to alleged charges and/or payment errors, refund requests, and any other disputes relating to payments by Seekrs or earnings and disbursements to Skillrs. The Company will endeavor to review your claim and provide a written determination within thirty (30) days of receipt, unless otherwise required by law. Our review will be based on these Terms and the Stripe Services Agreement. For Seekrs, we will attempt to cause Stripe to pay you any disputed amounts we determine you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been cancelled. If as a Seekr you close or deactivate your account before we reach a final resolution of your claim, we will not be able to issue you any amounts you are owed and are not responsible for any resulting delays or non-payment. For Skillrs, we will attempt to cause Stripe to pay you any disputed amounts we determine you are owed using bank account or other disbursement information you provided to Stripe.
Intellectual Property and Right of Publicity
All content available on or through the Platform, including, for example, recordings of Sessions, comments or other feedback (“Reviews”), text, graphics, images, music, audio, video, information or other materials (collectively, “Content”) is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Skillr is the exclusive owner of all right, title, and interest in and to the Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Skillr used herein are trademarks of Skillr. All rights, title, and interest in and to Content not expressly granted in these Terms are reserved by Skillr. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
Skillr has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the "DMCA"). If you believe any uploaded content violates your copyright or a related exclusive right, send an email to help @Skillr.com with the following information:
- Identification of the copyrighted work and what is protected under the copyright(s) that you are referring to;
- Your copyright certificate(s)/designation(s) and the type, e.g., registered or unregistered;
- Proof of your copyrights ownership, such as the registration number or a copy of the registration certificate;
- A short description of how the user(s) allegedly infringe(s) your copyright(s);
- Clear reference to the materials you allege are infringing and which you are requesting to be removed;
- Your complete name, address, email address, and telephone number;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement made under penalty of perjury that the information provided in the notice is accurate and that you are the copyright owner or the owner of an exclusive right that is being infringed, or are authorized to make the complaint on behalf of the copyright owner or the owner of an exclusive right that is being infringed; and
- Your physical or electronic signature, or a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive content that is allegedly being infringed.
You shall indemnify, defend, and hold harmless Skillr, and its subsidiaries, affiliates, successors, assigns, partners, and respective officers, directors, employees, contractors, agents, and other legal representatives, from and against any and all claims, losses, damages, penalties, liabilities, costs, fees, or expenses, including reasonable attorneys’ fees, of any kind or nature incurred or suffered by Skillr arising out of, relating to, or resulting from these Terms or your use of Platform to the fullest extent permitted by applicable. This includes your breach of these Terms, improper or unlawful acts or omissions, violation of any third-party right, including any intellectual property or privacy rights, or any injury or damage caused to a third party.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Limitations of Liability
General Statement and Understanding of Risks
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THESE TERMS, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SKILLR WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SKILLR FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SKILLR, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF SKILLR; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SERVICES OF SKILLRS OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED BOTH BY SKILLRS AND ON OR BY THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL CONTENT. THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES OF SKILLRS WILL MEET SEEKRS REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
WE SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE BY A SEEKR OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM OR SKILLRS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM OR SERVICES OF SKILLRS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Damages or Losses Relating to Access and Loss of Use of the Platform
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, PARTNERS, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR OTHER LEGAL REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, SERVICES OF SKILLRS, SESSIONS, THE PLATFORM OR ANY OTHER ASPECT OF THESE TERMS. UNDER NO CIRCUMSTANCES WILL SKILLR BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF SEEKR ACCESS TO AND USE OF THE SERVICES OF SKILLRS AND THE PLATFORM, AND THAT OF SKILLRS PROVIDING THE SERVICES OF SKILLRS THROUGH THE PLATFORM, REMAINS WITH THE RESPECTIVE SEEKR AND SKILLR.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, OR SERVICES OF SKILLRS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO COMPANY BY THE USER HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.
Assumption of Risk
As explained above, the Platform comprises a third-party online marketplace that connects Seekrs, at the Seekrs request, with Skillrs. ANY USE OF THE SERVICES OF SKILLRS IS AT A SEEKRS OWN RISK. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURIES OR DAMAGES YOU OR YOUR PROPERTY, OR THE PROPERTY OF OTHERS, MAY SUSTAIN THAT RESULT FROM ANY USE OF THE INFORMATION OR INSTRUCTION RECEIVED FROM SKILLRS DURING SESSIONS.
Through the Platform, Skillrs may offer informational and educational services relating to physical activities. You should consider the risks and dangers involved in these activities and consult with your physician or a medical professional before engaging in any such activities. If you have, or if your family has, a history of medical conditions that may be impacted by exercise (e.g., heart disease, high blood pressure), you should not engage in such activities. The services provided by Skillrs through the Platform do not constitute, and should not be taken to be, the practice of medicine or that of a healthcare professional.
Agreement to Arbitrate Disputes
You, together with Skillr, agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of Services at any time, whether before or after the date you agreed to these Terms, will be settled by binding arbitration between you and Skillr, and not in a court of law.
You acknowledge and agree that you and Skillr are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless otherwise agreed in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Skillr each retain the to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.
This arbitration and class action waiver section shall survive any termination of your account or the Platform.
Process for Requesting Arbitration
Skillr believes that most disputes can be resolved by the Parties without litigation. Please contact Skillr’s customer support team at Help@skillr.com regarding any dispute, claim or other disagreement. Except as described above in connection with intellectual property claims, the parties agree to use their best efforts to settle any dispute, claim or disagreement directly, prior to initiating an arbitration. Good faith negotiations shall be a condition to either party initiating an arbitration.
In the event that the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the date that You contacted Skillr’s customer support team, then either party may initiate binding arbitration as the sole means to resolve claims. To initiate arbitration, you must provide Skillr with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators having applicable experience. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
You are responsible for payment of any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Skillr will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
These Terms shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Skillr that is not subject to arbitration must be resolved by a court located in New York County, New York, or the United States District Court for the Southern District of New York, located in New York, New York, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of these courts for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue challenges that may otherwise be available.
The section headings in these Terms are for convenience only and have no legal or contractual effect.
Other than payment obligations, neither the Company nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Skillr’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Questions and Feedback
We welcome your questions, comments, and concerns about the Platform. Please send us any and all feedback pertaining to the Platform to Help@skillr.com.