THIS IS A LEGAL AGREEMENT BETWEEN YOU, A PERSON OR ENTITY WHO REGISTERS AND USES SKILLSTRAIL.COM SERVICE ON BEHALF OF HIMSELF/HERSELF OR A BUSINESS, GOVERNMENT OR NON-PROFIT AGENCY (“End User”, “User” or “Customer”) AND SHMI SOLUTIONS LLC. DBA SKILLSTRAIL (“SkillsTrail”) REGARDING CUSTOMER’S USE OF SKILLSTRAIL.COM SERVICES (“SkillsTrail Service” or “Service”). BY CLICKING “I ACCEPT” OR BY USING THE SERVICE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
Users may not use the SkillsTrail Service in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Users may not use the SkillsTrail Service to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of SkillsTrail or others. Users are entirely responsible for the content of, and any harm resulting from any of their postings or submissions to the SkillsTrail Site and SkillsTrail Service (collectively, “Contributions”). As a User or Customer, when you create or make available a Contribution, you represent and warrant that you:(a) will not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the SkillsTrail Site, computer systems and network, or the SkillsTrail Service and will not post Contributions that constitute, contain, install or promote spyware, malware or other computer code, whether on SkillsTrail’s or others’ computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
(b) will not attempt to interfere with any other person’s use of the SkillsTrail Service;
(c) will not misrepresent your identity or impersonate any person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity. This includes linking with (or attempting to link), or claiming access (or attempting to claim access) to a Company or any associated artifacts and resources including Projects and Products within SkillsTrail if you are not employed by or affiliated in an official capacity with that company. Such an action may result in SkillsTrail revoking access to that Company and all associated artifacts and resources and in turn, granting those to other authorized users.
(d) will not attempt to gain access to any account, computers or networks related to the SkillsTrail Service without authorization;
(e) will not attempt to obtain any data through any means from the SkillsTrail Service, except if we intend to provide or make it available to you;
(f) will not attempt to charge others to use the SkillsTrail Service either directly or indirectly;
(g) will not use the SkillsTrail Service to participate in pyramid schemes or to transmit chain letters, or to create an undue burden on the SkillsTrail Site or the networks or services connected to the SkillsTrail Site, including, without limitation, hacking into the SkillsTrail Site, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
(h) will not use the SkillsTrail Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited e-mail or communications or unsolicited commercial e-mail or other communications or engaging in unauthorized framing of, or linking to, the SkillsTrail Site without the express written consent of SkillsTrail;
(i) will not post Contributions that (1) are defamatory, damaging, disruptive, unlawful, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable or incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) contain material that solicits personal information from anyone under 18 or exploits anyone in a sexual or violent manner;
(j) will not use the SkillsTrail Service to send or otherwise make available, any Contribution unless you own or have sufficient rights to such Contribution or have received all necessary consents to post such Contribution;
(k) will not post Contributions that violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of SkillsTrail or any other person;
(l) have fully complied with any third-party licenses relating to Contributions, agree to pay for all royalties, fees and any other monies owing any person by reason of Contributions that you posted to or through the SkillsTrail Site;
(m) will not use the SkillsTrail Service to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property;
(n) will not use the SkillsTrail Service to download any material sent by another user of the SkillsTrail Service that you know, or reasonably should know, cannot be legally distributed in such manner;
(o) will not use the SkillsTrail Service to violate any code of conduct or other guidelines which may be applicable to the SkillsTrail Service or the SkillsTrail Site;
(p) will not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by SkillsTrail in connection with the SkillsTrail Site, SkillsTrail Service; or
(q) will not post Contributions that contain advertisements or solicit any person to buy or sell any products or services (other than those provided and approved by SkillsTrail).
As between you and SkillsTrail, you exclusively own all rights in and to the Contributions that you submit to the SkillsTrail Site. SkillsTrail needs a limited license from you so that we can use your Contributions to make the SkillsTrail Service and SkillsTrail Site available to you. By making a Contribution to the SkillsTrail Site, you grant to SkillsTrail a limited, perpetual, non-exclusive (meaning you are free to license your Contribution to anyone else in addition to SkillsTrail), fully- paid, royalty-free (meaning that SkillsTrail is not required to pay you to use your Contribution), sub-licensable (subject to the restrictions below), transferable (solely because we need the right to transfer this license to a successor SkillsTrail Site operator) and worldwide (because the Internet and the SkillsTrail Site are global in reach) license to use, modify, perform, display, reproduce and distribute the Contribution for the sole purpose of operating the SkillsTrail Site and SkillsTrail Service. SkillsTrail needs the right to “modify” and “reproduce” your Content, because the software and servers hosting the SkillsTrail Site modify and reproduce your Content automatically in order to make the SkillsTrail Site and SkillsTrail Service available.We will only sublicense your Contribution for the following purposes: (a) to make your Contributions available to any third party (such as a client or a contractor) that you permit to view your Product and/or Project pages on the SkillsTrail Site; and (b) to permit a third party hosted services provider to host the SkillsTrail Site. We may make Non-Identifying Information about your Products or Projects to Vendor Users so they can utilize Campaigns/Reports/Actions within SkillsTrail to provide you with information about their products and services. Further, if you are a User of the SkillsTrail Free edition, you grant SkillsTrail the right to be able to share your identity, Service activity and usage, and Contributions with paying third-parties, such that the Service can be provided to you for free.
A User shall not: (a) rent, lease or loan the SkillsTrail Service; (b) conduct automated functionality tests or load tests on the SkillsTrail Service; (c) attempt to gain access to data that is not User’s Data, or use a disproportionate amount of the SkillsTrail Service that interrupts or degrades the SkillsTrail Service; or (d) use the SkillsTrail Service in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right.
SkillsTrail will provide maintenance and support services of SkillsTrail in accordance with the terms of this Agreement. SkillsTrail’s obligations, if any, to provide maintenance and support is subject to the following: (a) User shall provide SkillsTrail with access to itself and its personnel to duplicate and resolve errors; (b) User shall provide supervision, control and management of the use of the SkillsTrail Service; (c) User shall document and promptly report all errors or malfunctions in the SkillsTrail Service to SkillsTrail, and (d) User shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from SkillsTrail.
In the case of SkillsTrail Paid edition, the amount of Fees for various levels, modules and packages of SkillsTrail usage are different based on various criteria including but not limited to # of features in use, and the current Fees are disclosed to Customer by authorized SkillsTrail personnel. Customer is responsible for all taxes, other than taxes levied on SkillsTrail’s income. Fees do not include any applicable taxes. If SkillsTrail is required to pay any sales, use, goods and services, value added, or other taxes in relation to Customer’s use of SkillsTrail, those taxes will be billed to and paid by Customer. If Fees are delayed by Customer and subsequently, there are additional costs incurred by SkillsTrail to collect Fees from Customer, Customer agrees to reimburse SkillsTrail for all such additional costs including costs of collection, attorney’s fees, court costs, filing fees, and related expenses incurred on all unpaid Fees along with any interest or penalties that SkillsTrail may reasonably charge on all late / unpaid Fees.
SkillsTrail hereby reserves all right, title and interest in and to the SkillsTrail Service and all intellectual property rights related thereto not expressly granted in this Agreement. A User shall not reverse engineer or otherwise attempt to derive source code from the SkillsTrail Service or any associated artifacts.
USER AGREES THAT USER’S ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SKILLSTRAIL SERVICE IS AT USER’S SOLE RISK. THE SKILLSTRAIL SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND SKILLSTRAIL AND ITS CONTRACTORS AND LICENSORS, AS APPLICABLE, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. USER ACKNOWLEDGES THAT THE OPERATION OF THE SKILLSTRAIL SERVICE MAY NOT BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE. THE SKILLSTRAIL SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SKILLSTRAIL SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO CUSTOMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKILLSTRAIL AND ITS CONTRACTORS OR LICENSORS, WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ACCESS TO OR USE OF THE SKILLSTRAIL SERVICE, EVEN IF SUCH PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF CUSTOMER’S CLAIMS AGAINST SKILLSTRAIL AND ITS CONTRACTORS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE VALUE PAID FOR USE OF THE SKILLSTRAIL SERVICE DURING THE 3- MONTH PERIOD PRIOR TO THE DATE A CLAIM IS MADE. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO SUCH CUSTOMERS.
Customer will defend or settle, at Customer’s expense, any action brought against SkillsTrail based upon the claim that any modifications Customer makes to the SkillsTrail Service or any combination of the SkillsTrail Service with SkillsTrail Service or other items not approved by SkillsTrail infringes or violates any third party intellectual property right.
Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
This Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to that state’s conflict of laws principles. Each party accepts unconditionally the jurisdiction and venue of the state and federal courts located in Denver County, Colorado. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Customer understands and agrees that its breach of this Agreement will cause SkillsTrail irreparable damage for which recovery of money damages would be inadequate, and that SkillsTrail shall therefore be entitled to obtain timely injunctive relief to protect SkillsTrail’s rights under this Agreement in addition to any and all remedies available at law.
This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Customers may not assign this Agreement (by operation of law or otherwise) without the prior written consent of SkillsTrail and any prohibited assignment will be null and void.
This Agreement will be binding upon and will insure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.