Terms and Conditions: User Agreement

Overview

Skill Farm is a training marketplace connecting Experts and Learners. Our experts provide training services to both personal and business customers.

Skill Farm offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Training Services, and make and receive payments through escrow. Skill Farm neither performs nor employs individuals to perform Training Services. You acknowledge and agree that Skill Farm does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract or Direct Contract and agree that: (a) Skill Farm is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Skill Farm is not responsible for the offering, performance, or procurement of Training Services, (c) Skill Farm does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Skill Farm and any User offering services. While Skill Farm may provide certain badges on Training or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Training or Client to complete a Service Contract.

You further acknowledge and agree that Users, and not Skill Farm, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Training; (b) assessing whether to enter into a Service Contract or Direct Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract or Direct Contract on Skill Farm as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service and Direct Contracts between Users are directly between the Users and Skill Farm is not a party to those contracts.

If you want to use our work marketplace or any of our services (which we refer to altogether as Trainings), whether just by looking around or by registering an account, you must first read and agree to this Agreement. If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services and Platform. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit skillfarm.co, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

Registration

You must register for an account to have full access to our Training Services, and your registration is subject to our approval.

You must register for an account with us (“Account”) to access and use all our training services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”.

Your Account registration is subject to review by Skill Farm. We reserve the right to decline a registration either to join Skill Farm or to add an Account of any type, for any lawful reason.

Account Eligibility

You promise to use our Services for legitimate and legal purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 16 years or older. We reserve the right to terminate your account if we find evidence of improper use.

Account Types

EXPERT, LEARNER, AND BUSINESS ACCOUNT

Expert: You can register for an Account or add an Account Type to use the Services as an Expert (a “Expert Account”). Experts provide training services to learners. Experts are required to have sufficient experience to offer training services.

Learners: You can register for an Account or add an Account Type to use the Services as a Learner (a “Learner Account”). Learners purchase training services from Experts.

Business Account: Business accounts are only available to Skill Farm corporate clients.

Prohibited Uses

To use the Service, you must agree to comply with the following:

You will not upload, share, post, transmit, distribute, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any party.

You will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

You will not upload, share, post, transmit, distribute, or otherwise make available or partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates applicable law or our rules or policies.

You will not partake in any behavior nor upload, share, post, transmit, distribute, or otherwise make available any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals, including on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.

You will not impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity.

You will not stalk, harass, or harm another person via use of the Services, including Skill Farm personnel.

You will not harvest or otherwise collect information about other users of the Services, including email addresses, without their express written consent.

You will not interfere with any Skill Farm content or User Content (as defined below).

You will not remove any copyright, trademark, or other proprietary rights notices contained in or on the Services, Skill Farm content, or any works other than your own.

You will not use any robots, spiders, or similar data mining, data gathering, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Service in a manner not authorized by Skill Farm in writing.

You will not distribute viruses or any other technologies that may harm us or the interests or property of our users, or upload, post, email, transmit, or otherwise make available through the Services any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

You will not engage in practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Skill Farm in writing.

You will not interfere or attempt to interfere with the proper working of the Services, or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services, or by circumventing or manipulating our payment process.

You may not frame, mirror, or otherwise simulate the appearance or function of the Services, Skill Farm content, or any user’s works, or forge headers, icons, or otherwise manipulate identifiers in order to disguise the origin of any Skill Farm content transmitted through the Services.

You may not decompile, disassemble, or otherwise reverse engineer the Services, Skill Farm content, or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Services.

Expert and Learner (“User”) Content

These Terms define “User Content” as any design, text, graphic, image, video, logo, button icon, software, audio file, computer code, digital goods, or other content that a user (including both Learners and Experts) posts, submits, transmits, uploads, or otherwise includes or makes available on and/or via the Service. You represent and warrant that you own all intellectual property rights in the User Content and/or have obtained all authorizations and rights, including permission from any copyright or trademark owner or releases from any models or other individuals appearing in any User Content, necessary for you to display, promote, and otherwise exploit the User Content through the Services, and to convey all rights granted under these Terms.

Except as specified otherwise herein and in the Expert Rules and Requirements, no User Content or other material made available on or through the Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used by other users to create derivative works, in any way, without written permission of the applicable rights holder unless such User Content is specifically made available for and authorized to be downloaded from the Service, in which case you are authorized to download a single copy of such content for your own personal, non-commercial, and educational use. For example, certain class materials may be made available as unprotected PDF files that can be downloaded by Learners and/or other users of the Service. User Content not made available for download may not be downloaded or copied without prior written permission. Modification of User Content obtained from the Service, for any other purpose, including any commercial purpose, is a violation of the rights of Skill Farm or its users or licensors, unless you have obtained express written authorization to the contrary.

We neither endorse nor assume any liability for any User Content posted to the Service. We do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of the User Content. If you access User Content, you rely on any information provided in that User Content at your own risk.

However, we and our agents have the right, at our sole discretion, to remove any User Content that, in our judgment, does not comply with the Governing Documents, applicable law, and/or any other rules of user conduct for the Service, or that is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any User Content from the Service. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Content, whether it is your own or another user’s. If you believe that User Content on the Skill Farm platform violates a patent, trademark, trade secret, right of publicity, or other right of any party, you can contact Skill Farm at [email protected]

Any feedback, comments, or suggestions you may provide regarding Skill Farm, or the Service is entirely voluntary, and you authorize Skill Farm to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit, without any obligation to you. You agree that you shall have no recourse against Skill Farm for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Skill Farm.

For specific information on copyright and other intellectual property policies related to Experts and class content, please see our Expert Rules and Requirements.

For Learners Only:

User Content submitted by Learners for inclusion on the Service (including any information submitted on message boards, forums, or other public areas of the Service) is referred to in these Terms as “Leaner Content.” All Leaner Content is subject to these Terms. Skill Farm does not guarantee any confidentiality with respect to Leaner Content, regardless of whether or not it is published. You are solely responsible for your own Leaner Content and the consequences of posting or publishing it.

Learners outside of the E.U. and U.K.:

By submitting or posting Leaner Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Leaner Content (including your name and image) in any form, medium, or technology, including all media or distribution methods, now known or later developed for any lawful purpose. This includes making your Leaner Content available to other companies, organizations, or individuals who partner with Skill Farm for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Leaner Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Leaner Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

Learners in the E.U. and U.K.:

By submitting or posting Leaner Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Leaner Content (including your name and image) on the Service or a platform owned, managed, and/or hosted by a third party with whom Skill Farm has entered into a written agreement to host, display, and publicly perform content. This includes making your Leaner Content available to other companies, organizations, or individuals who partner with Skill Farm for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Leaner Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Leaner Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements

Respect of Third-Party Rights. Skill Farm respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on the Service.

Designated Agent Contact Information. Skill Farm’s designated agent for receipt of Notifications of Claimed Infringement (“Designated Agent”) can be contacted at:

Via Email: [email protected]

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights (a “Notification of Claimed Infringement”) must include the following information:

·       an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

·       a description of the copyrighted work or other intellectual property that you claim has been infringed;

·       a description of the material that you claim is infringing and where it is located on the Service;

·       your address, telephone number, and email address;

·       a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

·       a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SKILL FARM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SKILL FARM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

Non-Solicitation of Skill Farm Experts and Leaners

You agree to communicate through the Site and make and receive payments only through the Site for two years from the date you first identify or meet your Learner or Expert on the Site, unless you pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

During the period commencing on the Effective Date of activating your account and ending two years following the Activation Date, you shall not, without Skill Farm’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the Skill Farm platform or (ii) or arrange to pay for services outside the platform.