Skillsapien Terms Of Use

(Updated: 10th April 2013)

 

1. General Definitions

Your use of the Skillsapien.com website signifies your acceptance of this User Agreement.

Welcome to Skillsapien.com, the website and online service of Skillsapien Pty Ltd, (collectively "Skillsapien", "we", or "us"). This page explains the terms by which a user (“User”) may use our web site, web widgets, feeds, mobile software applications, applications for third-party web sites and services, and any other web services or applications owned, controlled, or offered by Skillsapien (collectively the "Site"). By accessing or using the Site you signify that you have read, understood, and agree to be bound by the following User Agreement ("User Agreement" or this "Agreement"), which includes and incorporates by reference our Privacy Policy [Link]. the agreements and policies referenced in this User Agreement, or linked from the following URL:

http://www.Skillsapien.com/termofuse.php  (collectively the "Terms of Service").

We reserve the right to revise this User Agreement and the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. We may make such revisions without prior notice to you, so please check back often for updates. Unless otherwise provided in such revision, the revised User Agreement or Terms of Service, or part thereof, will take effect when they are posted.

 

2. Site Services

Skillsapien is an online exchange for the trading of future availability of skilled professional service providers. The site allows buyers with skill requirements (“Buyers”) to bid for current or future availability of suitably qualified skilled professionals (“Providers”), anywhere in the world.

The key ways a User may interact with the Site Services are:

2.1 For Providers

We enable Providers to:

Key Obligations of Providers:

2.2 For Buyers

We enable Buyers to:

Key Obligations of Buyers:

 

3. Your Undertakings

You also represent and warrant that:

Failure to adhere to the above may result in a review of the Buyer’s user account. Skillsapien reserves the right to terminate any account usage at our sole discretion.

 

4. Relationship between Buyers and Providers

The contracting and fulfilment of a placement is strictly between the Buyer and Provider. A placement transaction on Skillsapien indicates the Buyer’s agreement to pay, and the Provider’s agreement to deliver, the prescribed services. However this does not constitute a warranty or guarantee in any form by Skillsapien that these services will be delivered. Subsequent performance of the service and payment are the responsibility of the two parties and should be covered by binding contract between the parties.

Any modification to the rates, terms, or nature of service after a placement transaction has occurred is outside the service scope of Skillsapien and must be dealt with between the Buyer and Provider. It is worth noting that, through the Skillsapien feedback system, dishonest conduct or unprofessional behaviour will likely be reflected accordingly and may affect the party’s future standing and credibility in subsequent transactions.

If a dispute occurs over job feedback, Skillsapien will do its best to arbitrate and resolve the matter to a mutually satisfactory outcome. However, if necessary Skillsapien reserves the right to refer the matter to the appropriate legal and/or industrial tribunals in the relevant jurisdictions.

 

5. Your Relationship with Skillsapien

Skillsapien is not a party to the dealing, contracting and fulfilment of a job between a Buyer and a Provider, including the Provider’s  Services. Skillsapien has no control over and does not guarantee the quality, safety or legality of Provider’s services advertised, the truth or accuracy of job listings, the qualifications, background, or abilities of users, the ability of Providers to deliver services, the ability of Buyers to pay for Provider Services, or that a Buyer or Provider can or will actually complete a transaction.

Skillsapien is not required to and does not verify any information given to us by Providers, nor does Skillsapien perform background checks on Providers. If any transaction takes place, all parties agree to conduct this on the basis of good faith and professional integrity, reinforced through the feedback and reputation system available through Skillsapien.

Where necessary, however, Skillsapien may provide information about a Buyer or Provider, such as detailed feedback or past transactional behaviour, or third party validations or certifications provided to us by the Buyer or Provider. Such information is provided on a discretionary basis solely as a value-add service and does not constitute an endorsement or recommendation either way by Skillsapien.

All rights and obligations for the purchase of Provider’s Services are solely between the Buyer and Provider and both parties must look solely to the other for enforcement and performance of all the rights and obligations arising from a contract between the Buyer and the Provider (“Member Contract”) and any other terms, conditions, representations, or warranties associated with such dealings.

Skillsapien reserves the right to, from time to time and without seeking your consent:

  1. alter the format, look and feel of the Site Services
  2. alter the format, look and feel of any content; 
  3. delete any content;
  4. establish general practices and limits concerning use of the Site Services;
  5. change, suspend or discontinue (without notice and/or without incurring any liability) any aspect of the Site Services (or any Site Service features) at any time, including the hours the Site Services are operational or available; and
  6. restrict access to all or part of any Site Service (without notice and/or without incurring any liability).

 

6. Third-Party Beneficiary of Member Contract

Buyers and Providers must both acknowledge and agree that the value, reputation, and goodwill of the Site depend on their respective performance of the covenants and agreements as set forth in their Member Contract. Buyer and Provider therefore appoint Skillsapien as a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Skillsapien by this Agreement. Buyers and Providers further agree that Skillsapien has the right to take such actions with respect to the Member Contract or an unpaid account, including without limitation suspension, termination, or legal action. Skillsapien may act, in its sole discretion, in any way Skillsapien deems necessary to protect the value, reputation, and goodwill of the Site.

This Agreement and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Skillsapien, except and solely to the extent expressly stated.

 

7. Member Eligibility and Financial Obligations

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts.
To register for an Account with Skillsapien and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement.

By becoming a Member, you agree to:

  1. abide by this Agreement and the processes, procedures, and guidelines described throughout the Site;
  2. be financially responsible for your use of the Site and the purchase or delivery of expected services;
  3. perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement.
  4. once an interview has been completed you will advise Skillsapien truthfully of the interview outcome. If it leads into a Contract Offer or Placement you will duly abide to pay (either in Credits or in money) the outstanding Placement Fee as invoiced to you by Skillsapien at the time, according to the payment terms specified in the invoice.

 

8. Account Usage

To become a Member and access Site Services through our Site you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.

A reference to “You” in these Terms refers to a user of the Site Services whether as an Member or as a User. It also includes anyone acting on your behalf or with your express or implied authority.

Any or all Accounts related to a legal entity may be altered, suspended, restricted or terminated without warning if the legal entity is found to be in breach of any Terms under this Agreement.

Member represents, warrants, and agrees to grant access to the Account only to Users authorised to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account, and any related Account.

You agree:

  1. not to use any Account, username, or password of another User of the Site that you are not authorised to use; and
  2. not to allow others who are not authorised to do so to use the Account or any related Team Account at any time.

Your Skillsapien Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.

Use of the Site Services and registration to be a Member is void if prohibited under these Terms or any applicable law.

 

9. Usernames and Password

When a Member registers an Account, the Member will be asked to choose a username and password for the Account.

As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. In all cases, you authorise Skillsapien to assume that any person using the Site with your username and password either is you or is authorised to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorised use of the Account or access to your password or the password of any User of your Account.

 

10. Directory of Providers

The Site contains a directory of Providers. The directory is populated with information from third-party sources, from Providers themselves, and from other Members. Skillsapien provides this directory as a convenience and does not confirm or verify the information contained in it.

 

11. Verification and Monitoring

Skillsapien may, from time to time, make available to Members various Third Party Services for verifying a Member’s credentials, provide testing services, or provide third-party information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Skillsapien.

Skillsapien neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorised Skillsapien employees acting in their official capacities.

 

12. Links

This Site may contain links to third party websites, services, or resources. Such websites, services, and resources are owned and operated by the third-parties and/or their licensors.

Your access and use of those websites, services, and/or resources, including online communication services such as chat, email and calls, will be governed by the terms and policies of the applicable Web site, service, or resource or Provider.

You acknowledge and agree that Skillsapien is not responsible or liable for:

  1. the availability or accuracy of such sites, services, or resources; or
  2. the content, advertising, or products on or available from such sites, services, or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

 

13. Licenses and Site Access

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

Additionally, you agree that you will not:

  1. take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  2. copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Skillsapien and the appropriate third party, as applicable;
  3. interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;
  4. bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
  5. transmit spam, chain letters, or other unsolicited communications;
  6. attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
  7. collect or harvest any personally identifiable information, including account names, from the Site;
  8. display any content with any pornographic, hate-related, violent, or illegal material;
  9. use any third party’s intellectual property in any content or in the display of any content unless such use is specifically authorised by the relevant third party;
  10. modify, adapt, decompile, reverse engineer, disassemble, develop derivative works;
  11. attempt to derive source code from any Skillsapien services, software or documentation;
  12. copy, reproduce, alter or modify or create derivative works of any content or information included in the Site Services unless you have received specific written authorisation from Skillsapien;
  13. create or attempt to create a substitute or similar service or product through your use of or access to the Site Services or any of Skillsapien’s proprietary information;
  14. remove, obscure, or alter Skillsapien’s brand or Skillsapien’s copyright notice or other notices on the Site Services;
  15. "crawl", "spider", index or in any non-transitory manner store or cache information obtained from all, part of any content
  16. disseminate malware or other malicious code that harms or subverts the Site Services or a user’s enjoyment of the Site Services by damaging, modifying, deleting, accessing (without express consent) or expropriating any data or functionality directly or indirectly related to the Site Services or users of the Site Services;
  17. create a new account to use the Site Services after Skillsapien has terminated your Account due to your breach of these Terms;
  18. act in any way that violates these Terms;
  19. engage in any action or practice that reflects poorly on Skillsapien or otherwise disparages or devalues Skillsapien’s reputation or goodwill; or
  20. advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.

Skillsapien reserves the right to investigate, at its own discretion, any activity that it considers may violate these Terms including, but not limited to, the use of any software to access the Site Services in an unauthorised manner or any other activity prohibited under these Terms.

If you participate in any attempted or actual violation of any of these Terms, it will be a material breach of this legal agreement and Skillsapien may:

  1. refuse to render any payment or reimbursement to you;
  2. limit or suspend your use of the Site Services; and
  3. pursue any and all applicable legal and equitable remedies against you, including the immediate suspension of your Account, termination of these Terms, and pursuit of any available civil or criminal remedy.

Accessing the audio-visual content available on the Site for any purpose or in any manner other than defined below is expressly prohibited. Audio-visual data uploaded by Skillsapien users are typically provided to help other users to make more informed decisions (e.g. bidding or not bidding) and should be treated as copyright material of that User. Unless specified otherwise by the originating User, such data is not intended to be copied, stored, permanently downloaded, or redistributed.

 

14. User Content

Some areas of the Site may allow Users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, Skillsapien does not guarantee any confidentiality with respect to any User Content.

You agree not to post User Content that:

  1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  2. may create a risk of any other loss or damage to any person or property;
  3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  4. may constitute or contribute to a crime or tort;
  5. contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), threatening, profane, or otherwise objectionable;
  6. contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  7. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
  8. contains any information or content that you know is not correct and current.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Service is not a substitute for registering it with the relevant Copyright Offices of your jurisdiction or any other rights organisation.

Skillsapien takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility.

Skillsapien is not responsible for any public display or misuse of your User Content.

You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Skillsapien shall not be liable for any damages you allege to incur as a result of such User Content.

Furthermore, Skillsapien has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Skillsapien does not confirm or verify whether a Provider has the expertise, or is qualified or licensed to provide the Provider Services or advice being requested.

You further agree not to post any User Content that contains any requests for or information enabling contact or payment outside of the Site.

Skillsapien reserves the right, but is not obligated, to reject and/or remove any User Content that Skillsapien believes, in its sole discretion, violates these provisions.

15. User License to Skillsapien

You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to Skillsapien a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Skillsapien’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.

Notwithstanding the foregoing, Skillsapien will only use or disclose your User Content posted to non-public areas of the Site to the extent necessary to provide you the services on the Site. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.

The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that Skillsapien may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in relation to User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Skillsapien under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Skillsapien does not waive any rights to use similar or related ideas previously known to Skillsapien, or developed by its employees, or obtained from sources other than you.

 

16. Additional User Representations and Warranties

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:

  1. you are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement;
  2. you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
  3. your User Content and Skillsapien’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
  4. Skillsapien may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

 

17. Skillsapien License to User

Subject to and conditional on compliance with this Agreement, Skillsapien grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services that are available and authorised from this Site.

You must not:

This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Skillsapien.

Skillsapien and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The Skillsapien logo and name are trademarks of Skillsapien, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in this Agreement confers any license under any of Skillsapien's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.

 

18. Resolution of Disputes between Member and Skillsapien

If a dispute arises between you and Skillsapien, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and Skillsapien agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Skillsapien Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between Member and Skillsapien." Before resorting to these alternatives, you agree to first contact Skillsapien directly to seek dispute assistance.

 

19. Term, Termination and Suspension

This Agreement is effective as a contractual agreement upon your first use of the Site, and will continue until your Account is terminated by Skillsapien or by you in accordance with the terms of this Section.

Unless otherwise agreed in writing between the parties, either party may terminate this Agreement at any time upon notice to the other party.

If you properly terminate the contractual agreement represented by this Agreement, your Account is automatically terminated and:

  1. Skillsapien shall continue to perform those Skillsapien Services necessary to complete any open transaction between you and another Member; and
  2. you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Skillsapien for any Site Services and to any Provider for any Provider Services.
  3. suspension of your use of the Site Services or cancellation of your Account will not diminish or affect your rights and obligations that arose under these Terms before or after your suspension.

Without limiting Skillsapien's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account, and refuse to provide any or all Site Services to you if:

  1. you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site;
  2. we suspect or become aware that you have provided false or misleading information to us; or
  3. we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Skillsapien or are contrary to the interests of the Site or the Skillsapien user community.

Skillsapien will attempt to notify you by email if your use of the Services is suspended or terminated, but Skillsapien is under no obligation to take further action to notify you.

Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.

In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

Without limiting Skillsapien's other remedies, to the extent you engage in actions or activities which circumvent the Skillsapien Site or otherwise reduce fees owed Skillsapien under this Agreement, you must pay Skillsapien for all fees owed to Skillsapien and reimburse Skillsapien for all losses and costs (including any and all Skillsapien employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

Skillsapien reserves the right to terminate any User access, Account, or job for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future.

We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be cancelled if the law requires such notification.

When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. This Agreement and all its sections will survive termination of the User Account.

 

20. Notification of Skillsapien Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF SKILLSAPIEN SUSPENDS OR TERMINATES YOUR ACCOUNT, SKILLSAPIEN HAS THE RIGHT, BUT NOT THE OBLIGATION, TO:

  1. (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS; AND

  2. (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

 

21. Disclaimers, Limitations and Exclusions

You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Skillsapien's part to store, backup, retain, or grant access to any information or data for any period.

We have implemented commercially reasonable technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

 

22. Warranty Disclaimer

THE SITE SERVICES PROVIDED BY SKILLSAPIEN OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE).

WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY.

 

23. Limitation of Liability

IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

IF THE LAWS OF THE JURISDICTION WHERE YOU RESIDE CONFER RIGHTS AND REMEDIES AND IMPLY TERMS INTO THESE TERMS THAT CANNOT BE EXCLUDED, THOSE IMPLIED TERMS WILL, TO THE EXTENT THAT THEIR EXCLUSION IS PROHIBITED, BE DEEMED TO BE INCLUDED IN THESE TERMS.

IF A JURISDICTION DOES NOT ALLOW AN EXCLUSION OR LIMITATION OF LIABILITY, BUT ALLOWS A LIMITATION TO A CERTAIN MAXIMUM EXTENT, THEN SKILLSAPIEN’S LIABILITY IS LIMITED TO THAT EXTENT.

 

24. Release

If you have a dispute with another Member, you release Skillsapien (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such a dispute.

 

25. Indemnity

You agree to defend, hold harmless and indemnify Skillsapien from and against any and all losses, costs, expenses, damages or other liabilities incurred by Skillsapien arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Skillsapien:

  1. in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or

  2. resulting from:
  1. your use of the Site;
  2. your decision to supply credit information via the Site, including personal financial information;
  3. your decision to submit postings and accept offers from other Members;
  4. any breach of contract or other claims made by Members with which you conducted business through the Site;
  5. your breach of any provision of this Agreement;
  6. any liability arising from the tax treatment of payments or any portion thereof;
  7. any negligent or intentional wrongdoing by any Member with which you conducted business through the Site;
  8. any act or omission of yours with respect to the payment of fee to any Provider;
  9. your dispute of or failure to pay any invoice or any other payment; or
  10. your obligations to a Provider.

Any such indemnification shall be conditioned on our:

  1. notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof;

  2. cooperating with you in the defence or settlement thereof; and

  3. allowing you to control such defence or settlement.

We shall be entitled to participate in such defence through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

 

26. Notices and Communications

Unless you otherwise indicate in writing to Customer Support, Skillsapien will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.

You will be considered to have received a communication when Skillsapien sends it to the email address you have provided to Skillsapien on the Site, or when Skillsapien posts such communication on the Site.

You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Skillsapien regarding violation, dispute or complaint within two business days, Skillsapien has the right to terminate or suspend your account.

 

27. Miscellaneous Terms and Conditions

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Skillsapien will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorised representative of Skillsapien.

No delay or omission by Skillsapien in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of Skillsapien, and any attempt to do so will be null and void. Skillsapien may assign this Agreement in its sole discretion.

This Agreement, together with any other legal notices and agreements published by Skillsapien via the Site, shall constitute the entire agreement between you and Skillsapien concerning the Site.

If any provision in this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

Except for the payment of fees to Skillsapien, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental regulations or restrictions imposed by law or other similar conditions beyond the reasonable control of such party. The performance of such obligations shall be extended by the length of such delay.

This Agreement and all documents referenced in this Agreement (including the Terms of Service available by hyperlink above) comprise the entire agreement between you and Skillsapien with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any website that link to or are linked from this Site. For convenience, this Agreement may be displayed in HTML and/or PDF versions. If any inconsistency between such versions, the PDF version will govern.

 

28. Defined Terms

Any term not otherwise defined in this Agreement will be used throughout this Agreement with the following definition:

"Account" means the Skillsapien Account you open when you register to become a Member and use the Site Services.

"Buyer" means a Member that investigates and purchases Provider Services or identifies a Provider through the Site.

"Provider" means a Member that offers and delivers services or identifies a Buyer through the Site.

"Provider Services" means all services delivered by Providers.

"Skillsapien Services" means the creation, hosting, maintenance, and provision of the Site and all services delivered by Skillsapien that are accessible through the Site. The term Skillsapien Services does not include Provider Services or Third-Party Services.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

"Member" means a person or legal entity that registers for an Account.

"Site Services" means all services that are accessible through the Site except Provider Services.

"Third-Party Services" means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include Skillsapien Services or Provider Services.

"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organisation.

 

29. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Skillsapien as follows:

For Support and Online Help: Get in Touch

For technical support:  support@skillsapien.com

For general customer service or info:  info@skillsapien.com