THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT http://www.skimatalk.com (THE "SITE")
AND ALL SERVICES PROVIDED BY SkimaTalk ON THE SITE.
By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are members ("teachers" or "students"), customers, merchants, contributors of content, information and other materials or services on the Site.
If you have any questions, please refer to FAQ section of the Site or contact us by emailing us at email@example.com.
1. SkimaTalk is a Venue
SkimaTalk acts as a venue to allow users who comply with SkimaTalk's policies to schedule learning sessions and purchase learning sessions. SkimaTalk is not directly involved in the exchange of services between buyers ("students") and sellers ("teachers"). As a result, SkimaTalk has no control over the quality, safety, morality or legality of any the learning sessions listed, the truth or accuracy of the listings, or the ability of sellers to deliver the listed services. SkimaTalk does not pre-screen users or the content or information provided by users. SkimaTalk cannot ensure that a buyer or seller will actually complete a transaction.
SkimaTalk cannot guarantee the true identity, age, and nationality of a user. SkimaTalk encourages you to communicate directly with potential transaction partners through the tools available on the Site.
You agree that SkimaTalk is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on SkimaTalk. You use the SkimaTalk service at your own risk.
2. Membership Eligibility
Age: SkimaTalk's services are available only to, and may only be used by, individuals who are 18 years orolder who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. SkimaTalk may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use SkimaTalk's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In such cases, the adult is the user and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by SkimaTalk's policies as stated in the Agreement (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by SkimaTalk, each of which is incorporated herein by reference and each of which may be updated by SkimaTalk from time to time without notice to you.
In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by SkimaTalk from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify SkimaTalk of any unauthorized use of your password or any breach of security. You also agree that SkimaTalk cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username (Email address) and password information in combination to any other party other than SkimaTalk without SkimaTalk's express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To schedule or purchase learning sessions on SkimaTalk you must provide and maintain valid payment information such as valid credit card information (via Stripe) or a valid PayPal account.
Account Transfer: You may not transfer or sell your SkimaTalk account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: SkimaTalk's services are not available to temporarily or indefinitely suspended SkimaTalk members. SkimaTalk reserves the right, in SkimaTalk's sole discretion, to cancel unconfirmed or inactive accounts. SkimaTalk reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Services
Joining and setting up an account on SkimaTalk is free. When a learning session is purchased via the SkimaTalk platform, a percentage of the transaction value is collected by SkimaTalk as compensation. Changes to the Fees Policy and the fees for SkimaTalk's services are effective after SkimaTalk provides you with at least fourteen (14) days' notice by posting the changes on the Site. However, SkimaTalk may choose to temporarily change the fees for SkimaTalk's services for promotional events; such changes are effective when SkimaTalk posts the temporary promotional event on the Site. SkimaTalk may, at SkimaTalk's sole discretion, change some or all of SkimaTalk's services at any time. In the event SkimaTalk introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD). You are responsible for paying all fees and applicable taxes associated with using SkimaTalk. To receive payment from SkimaTalk, teachers must abide by section 5.
Transaction Fee: When a buyer purchases a learning session on the SkimaTalk platform, SkimaTalk collects the full value of the transaction, less PayPal or Stripe fees. 80% of the learning session list price (less applicable PayPal fees) is then passed on to the seller ("teacher") according the pre-arranged schedule of revenue pass-through to teachers. Thus, the SkimaTalk fee is 20% of the learning session list price, less applicable PayPal or Stripe fees.
Currency Conversion: All fees on SkimaTalk are in U.S. Dollars. Currency conversion is handled automatically by PayPal or Stripe.
Schedule of Revenue Pass-Through to Teachers: Teachers using the SkimaTalk platform conduct services (learning sessions) over the course of a month. Payment for the sessions, less all SkimaTalk fees, is passed through to the teacher by the last day of the month immediately after the month in which the services were rendered. For example, payment for services rendered in January, 2014 will be passed on to the teacher on or before the last day of February, 2014.
By purchasing SkimaTalk coins, a student can book learning sessions. If the session is canceled and the student is eligible for a coin refund based on our cancellation policy, the student will receive some or all of the SkimaTalk coins. SkimaTalk coins are non-refundable and SkimaTalk will not refund money that the student paid for purchasing SkimaTalk coins. The ‘Cancellation Policy' page on ‘How It Works' section explains in detail the latest information of the cancellation policy.
4. Listing and Selling
Listing Description: By listing a learning session on the Site you warrant that you and all aspects of the session comply with SkimaTalk's published policies. You also warrant that you may legally teach the session. You must accurately describe your learning session. Each listing must accurately and completely describe the learning session for sale.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to SkimaTalk and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on SkimaTalk.
Restricted Activities: Your Content and your use of SkimaTalk shall not:
1) Be false, inaccurate or misleading
2) Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
3) Violate this Agreement or any applicable law, statute, ordinance or regulation.
4) Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including SkimaTalk staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.
5) Be obscene or contain child pornography
6) Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
7) Modify, adapt or hack SkimaTalk or modify another website so as to falsely imply that it is associated with SkimaTalk;
8) Appear to create liability for SkimaTalk
9) Serve to solicit students for tutoring sessions conducted off the SkimaTalk platform
All teachers are required to connect with students and conduct sessions via the SkimaTalk platform. If we detect that a teacher tries to connect directly with a SkimaTalk student or that a teacher actually connected to a SkimaTalk student off the SkimaTalk the platform, the teacher's account on SkimaTalk will be deleted immediately.
10) Serve to solicit SkimaTalk teachers for tutoring opportunities not affiliated with SkimaTalk.
SkimaTalk users are not permitted to solicit SkimaTalk teachers for any opportunities (work or otherwise) not affiliated with SkimaTalk. If we detect a user that attempts to, or has attempted to, solicit SkimaTalk teachers for opportunities not affiliated with SkimaTalk, the user's account will be deleted immediately. Furthermore, we reserve the right to take legal action against any user that attempts to solicit SkimaTalk teachers for opportunities not affiliated with SkimaTalk.
License: SkimaTalk does not claim ownership rights in your Content. You grant SkimaTalk a license solely to enable SkimaTalk to use any information or Content you supply SkimaTalk with, so that SkimaTalk is not violating any rights you might have in that Content. You grant SkimaTalk a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow SkimaTalk to store or re-format your Content on SkimaTalk and display your Content on SkimaTalk in any way as SkimaTalk chooses.
As part of a transaction, you may obtain personal information, including email address and Skype ID information, from another SkimaTalk user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for SkimaTalk-related communications. SkimaTalk has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any SkimaTalk user to your email or physical mail list.
Re-Posting Content: By posting Content on SkimaTalk, it is possible for an outside website or a third party to re-post that Content. You agree to hold SkimaTalk harmless for any dispute concerning this use. If you choose to display your own SkimaTalk-hosted image on another website, the image must provide a link back to its listing page on SkimaTalk.
Idea Submissions: SkimaTalk considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise to be non-confidential and non-proprietary, and SkimaTalk shall not be liable for the disclosure or use of such material. If, at SkimaTalk's request, any member sends material to improve the site (for example through our customer service), SkimaTalk will also consider that material to be non-confidential and non-proprietary and SkimaTalk will not be liable for use or disclosure of the material. Any communication by you to SkimaTalk is subject to this Agreement. You hereby grant and agree to grant SkimaTalk, under all of your rights in the material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. Information Control
SkimaTalk does not control the Content provided by users that is made available on SkimaTalk. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
By using SkimaTalk, you agree to accept such risks and that SkimaTalk (and SkimaTalk's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on SkimaTalk. Please use caution, common sense, and practice safe buying ("purchasing a learning session") and selling ("listing learning sessions" and "receiving payment for learning sessions") when using SkimaTalk.
Other Resources: SkimaTalk is not responsible for the availability of outside websites or resources linked to or referenced on the Site. SkimaTalk does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that SkimaTalk shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
Users may arrange and attend meetings or online virtual meetings ("Meetings") with one or more individuals. Users are solely responsible for interactions with others. Users must comply with SkimaTalk's policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group's contact person. SkimaTalk is not involved with user generated groups, the groups' requirements, or the Meetings.
SkimaTalk does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users understand that SkimaTalk does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.
9. Resolution of Disputes and Release
In the event a dispute arises between you and SkimaTalk, please contact SkimaTalk.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and SkimaTalk agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Should you have a dispute with one or more users, or an outside party, you release SkimaTalk (and SkimaTalk's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. SkimaTalk encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
SkimaTalk, for the benefit of users, may try to help users resolve disputes. SkimaTalk does so in SkimaTalk's sole discretion, and SkimaTalk has no obligation to resolve disputes between users or between users and outside parties. To the extent that SkimaTalk attempts to resolve a dispute, SkimaTalk will do so in good faith based solely on SkimaTalk's policies. SkimaTalk will not make judgments regarding legal issues or claims.
10. SkimaTalk's Intellectual Property
SkimaTalk, and other SkimaTalk graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of SkimaTalk, Inc. in the U.S. and/or other countries. SkimaTalk's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
11. Access and Interference
SkimaTalk may contain robot exclusion headers which contain internal rules for software usage. Much of the information on SkimaTalk is updated on a real-time basis and is proprietary or is licensed to SkimaTalk by SkimaTalk's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access SkimaTalk for any purpose whatsoever without SkimaTalk's prior express written permission. Additionally, you agree that you will not:
1) Take any action that imposes, or may impose, in SkimaTalk's sole discretion, an unreasonable or disproportionately large load on SkimaTalk's infrastructure
2) Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) without the prior express written permission of SkimaTalk and the appropriate third party, as applicable
3) Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
4) Bypass SkimaTalk's robot exclusion headers or other measures SkimaTalk may use to prevent or restrict access to SkimaTalk
Without limiting any other remedies, SkimaTalk may, without notice, and without refunding any fees, delay or immediately remove Content, warn SkimaTalk's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
SkimaTalk suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement or other policy documents and community guidelines incorporated herein; SkimaTalk is unable to verify or authenticate any of your personal information or Content; or SkimaTalk believes that a user is acting inconsistently with the letter or spirit of SkimaTalk's policies, has engaged in improper or fraudulent activity in connection with SkimaTalk or the actions may cause legal liability or financial loss to SkimaTalk's users or to SkimaTalk.
14. No Warranty
SKIMATALK, SKIMATALK'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SKIMATALK'S SUPPLIERS PROVIDE SKIMATALK'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. SKIMATALK, SKIMATALK'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SKIMATALK'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SKIMATALK SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
15. Liability Limit
IN NO EVENT SHALL SKIMATALK, AND (AS APPLICABLE) SKIMATALK'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SKIMATALK'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, SKIMATALK'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SKIMATALK'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SKIMATALK'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO SKIMATALK IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD SKIMATALK AND (AS APPLICABLE) SKIMATALK'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
17. No Guarantee
SkimaTalk does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside SkimaTalk's control.
18. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any SkimaTalk service and, if applicable, your purchase, solicitation of offers to purchase, and sale of services. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of services you make on the Site (excluding any taxes on SkimaTalk's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
20. No Agency
You and SkimaTalk are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
21. SkimaTalk Service
SkimaTalk may contract with 3rd parties or its subsidiaries to market and sell its services in certain territories.
23. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the the United States of America.
Sections 3 (Fees and Services), 6 (Content), 7 (Information Control), 8 (Meetings), 9 (Resolution of Dispute and Release), 10 (SkimaTalk's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to SkimaTalk; Attn: Legal Department; 3338 17th Street, #201 San Francisco, CA 94110, USA (in the case of SkimaTalk) or, in your case, to the email address you provide to SkimaTalk (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.
The services hereunder are offered by SkimaTalk, Inc., located at 3338 17th Street, #201 San Francisco, CA 94110, USA.