SkillUp Online reserves the right to modify this Agreement, including any rule, policy, or guideline that governs your access to and use of the Site, at any time and in its sole discretion. We will endeavor to notify you of any such modifications by posting a notice on the Site, sending you a message to the email address then associated with your SkillUp Online account, or another means designed to give you notice of such modifications. We also will post on the Site an updated version of this Agreement, including any such rules, policies, or guidelines, together with the date of the latest revisions. Your continued use of the Site, following notice of such modifications, constitutes your acceptance of this Agreement and such rules, policies, and guidelines, as modified. You should frequently review this Agreement and such rules, policies, and guidelines in order to understand the terms, conditions, limitations, and restrictions that apply to your access to and use of the Site. If you do not agree to any such modifications as they occur, terminate your registration with us, if applicable, and immediately discontinue accessing and using the Site.DESCRIPTION OF SKILLUP ONLINE; ELIGIBILITY TO PARTICIPATE
SkillUp Online offers online courses that include opportunities for facilitator-to-student and student-to-student interactivity; individual assessment of a student’s work; and, for students who demonstrate their mastery of subjects, a certificate of achievement or other acknowledgment.
In order to access and use the Site without the consent of a parent or legal guardian, you must be at least 18 years of age (or the age of majority in the jurisdiction where you live, if it is older). If you are a minor (meaning that you are under 18 or the age of majority in the jurisdiction where you live), then you must obtain the consent of your parent or legal guardian before accessing or using the Site. If you are a minor, you must have your parent or legal guardian read this Agreement and accept it on your behalf before accessing or using the Site. You (or, if you are a minor, your parent or legal guardian), understand that, in order for you to be eligible to access and use the Site, you must comply with the terms, conditions, limitations, and restrictions set forth in this Agreement.
You may access and use the Site only for the purposes for which SkillUp Online designed and developed it. You will not knowingly allow any person that gains access to the Site through you to do anything that is not permitted by this Agreement.
SkillUp Online may, in its sole discretion, refuse to offer access to and use of the Site to any person at any time. Further, we reserve the right to change the eligibility criteria for access to and use of the Site at any time. The right to access the Site is revoked where this Agreement or access to or use of the Site is prohibited by law or to the extent offering access to or use of the Site conflicts with any applicable law
If you breach this Agreement, including any rule, policy, or guideline that governs your access to and use of the Site, SkillUp Online may give you a warning notice or it may terminate your access to and use of the Site or your participation in a course offered on the Site immediately. SkillUp Online reserves the right to choose whether or not to warn you before terminating your access to and use of the Site and/or your participation in a course offered on the Site.CODE OF CONDUCT
You agree that you are responsible for your own access to and use of the Site and for your User Postings. “User Postings” include all content submitted, posted, published, or distributed on the Site by you or other users of the Site, including but not limited to all forum posts, wiki edits, notes, questions, comments, videos, and file uploads. You agree that you will use the Site in compliance with this Agreement; all rules, policies, and guidelines governing your access to and use of the Site; and all applicable local, state, federal, national, and international laws, rules, regulations, and directives, including copyright laws; any laws regarding the transmission of technical data exported from your country of residence; any privacy or data security laws or regulations governing the collection, storage, processing, and/or transmission of personal data and other sensitive information; and all export control laws.
You agree not to use the Site in any manner intended to damage, disable, overburden, or impair any SkillUp Online server or the computer system(s) or network(s) connected to any SkillUp Online server or to interfere with anyone’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, other accounts, computer systems, or networks connected to any SkillUp Online server through hacking, password mining, or any other illicit means. You may not obtain or attempt to obtain any materials or information stored on the Site, its servers, or associated computers through any means not intentionally made available through the Site.
You agree not to submit, post, publish, or distribute User Postings or other content or materials comprising any of the following or otherwise engage in any of the following prohibited conduct while accessing or using the Site or otherwise participating in any courses offered on the Site:
- User Postings or other content or materials that defame, harass, or threaten others;
- User Postings or other content or materials that discuss illegal activities with the intent to commit them;
- User Postings or other content or materials that infringe another’s intellectual property, including, but not limited to, copyrights, trademarks, or trade secrets;
- Profane, pornographic, obscene, indecent, or unlawful User Postings or other content or materials;
- Advertising or any form of commercial solicitation;
- User Postings or other content or materials related to partisan political activities;
- Viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware or any other similar software that may damage the operation of another’s computer, device, or property; and
- User Postings or other content or materials that contain intentionally inaccurate information or that are posted with the intent of misleading others.
You agree not to scrape, or otherwise download in bulk, any Site content, including but not limited to a list or directory of users on the system, on-line textbooks, User Postings, or user data or other information. You agree not to misrepresent or attempt to misrepresent your identity while using the Site (although you are welcome to use an anonymous username in the forums and to act in a manner that keeps your identity concealed).USER ACCOUNTS AND AUTHORITY
In order to participate fully in Site activities, you must provide your name, an email address, and a user password in order to create a user account (“User Account”). You agree that you will never divulge or share access or access information for your User Account with any third party for any reason. In setting up your User Account, you may be prompted to enter additional optional information (e.g., the location where you reside, which may include your mailing address). You represent that all information provided by you is accurate and current. You agree to maintain and update your information to keep it accurate and current.
Unless indicated as being in the public domain, the content on the Site is protected by U.S. copyright laws, international copyright laws, and the copyright laws of other jurisdictions. Unless otherwise expressly stated on the Site, the texts, exams, video, images, and other content and materials provided with the courses offered on the Site are for your personal use in connection with those courses only.
Certain reference documents, digital textbooks, articles, and other information on the Site are used with the permission of third parties, and use of that information is subject to certain rules and conditions, which will be posted along with the information. By using the Site, you agree to abide by all such rules and conditions.
You agree to retain all copyright, trademark, and other proprietary rights notices and restrictions on use contained in or on any content or other materials that you access or obtain from the Site. All rights in the Site and its content, including any and all intellectual property rights, if not expressly granted, are hereby reserved.USER POSTINGS
User Postings Representations and Warranties.By submitting, posting, publishing, or distributing your User Postings, you affirm, represent, and warrant that: (1) you have the necessary rights, licenses, consents, and/or permissions to reproduce, publish, publicly display, and redistribute the User Postings and to authorize SkillUp Online and its users to reproduce, modify, publish, publicly display, redistribute, and otherwise use your User Postings in a manner consistent with the licenses granted by you below, and (2) neither your submission, posting, publication, or distribution of your User Postings nor the exercise of the licenses granted below will infringe or violate the rights of any third party. You, and not SkillUp Online, are solely responsible for your User Postings and the consequences of reproducing, submitting, posting, publishing, publicly displaying, and distributing them.
License Grant to SkillUp Online.
By submitting, posting, publishing, or distributing your User Postings, you hereby grant to SkillUp Online a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, publish, publicly display, publicly perform, reproduce, modify, distribute, redistribute, sublicense, and otherwise use, make available, and exploit your User Postings, in whole or in part, in any form and in any media formats and through any media channels (now known or hereafter developed).
License Grant to Other SkillUp Online Users.
By submitting, posting, publishing, or distributing your User Postings, you hereby grant to each user of the Site a non-exclusive license to access and use your User Postings in connection with their use of the Site for their own personal purposes.
User Postings Disclaimer.You understand that, when using the Site, you will be exposed to User Postings from a variety of sources and that neither SkillUp Online nor any SkillUp Online Participant (as defined below) is responsible for the accuracy, usefulness, reliability, or intellectual property rights of or relating to such User Postings. You further understand and acknowledge that you may be exposed to User Postings that are inaccurate, offensive, defamatory, indecent, or otherwise objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SkillUp Online and any SkillUp Online Participant with respect thereto. Neither SkillUp Online nor any SkillUp Online Participant endorses any User Postings or any opinion, recommendation, or advice expressed therein. Neither SkillUp Online nor any SkillUp Online Participant has any obligation to monitor any User Postings or any other user communications through the Site. The “SkillUp Online Participants” are SkillUp Online’s Members; its other licensors; other persons or entities, if any, providing information, content, products, or services for the Site; and the course instructors and their staffs. The “Members” are the colleges, universities, and other institutions providing courses on the Site.
However, SkillUp Online reserves the right to review User Postings and to exercise their discretion to edit or remove, in whole or in part, any User Posting at any time and for any reason, or to allow SkillUp Online Participants to do so. Without limiting the foregoing, upon receiving notice from a user or a content owner that a User Posting allegedly does not conform to this Agreement, SkillUp Online may investigate the allegation and determine, in its sole discretion, whether or not to remove the User Posting, which it reserves the right to do at any time and without notice of any kind.CERTIFICATES
Generally. SkillUp Online and its Members may offer a certificate of achievement or other acknowledgment (a “Certificate”) for students who, in such Members’ judgment, have satisfactorily demonstrated mastery of the course material. The decision whether a Certificate will be awarded to a given student will be solely within the discretion of the awarding Member. SkillUp Online and/or its Members providing courses on the Site may choose not to offer a Certificate for some courses.
Registration and Payment. Subject to the foregoing, you may be required to pay a fee to receive an Identification-Verified Certificate (a “Verified Certificate”) with respect to certain courses on the Site, in which case, the following processes and requirements shall apply:
In addition, the processing of your payment information is done by a SkillUp Online third-party vendor, and you will be re-routed to a secure website to complete the payment transaction. The privacy statement posted at the payment landing page operated by such third-party vendor will govern the submission and processing of your payment details. Please familiarize yourself with those privacy terms prior to initiating a transaction.
Once your payment transaction is completed, you will be re-routed back to a SkillUp Online confirmation page and will receive a confirmation email with your name, order number, and the payment amount. Please retain this email for your records, as this information will be required if you seek a refund from SkillUp Online, as described below.COURSE PURCHASING, ACCESS, WITHDRAWAL, AND REFUNDS.
Generally. Course fees include a license to access and use course materials and content for a limited period of time, subject to all of the terms, conditions, limitations, and restrictions set forth in this Agreement, including any and all rules, policies, and guidelines governing access to and use of the Site. Each license is valid to one person only and cannot be exchanged, assigned, or otherwise transferred or shared with others. SkillUp Online reserve the right to review the pricing of its products and services and take appropriate action when changes to courses or exams occur. All discounts, whether advertised or stated in correspondence, are mutually exclusive, meaning that only one discount can be applied to any one booking.
Withdrawals, Cancellations, and Refunds. If a student cannot access a course online via the Site because they fail to meet the required system requirements given on the Site, then SkillUp Online will not take responsibility or give a refund to the purchaser. A student has a period of three days after a course starts to unenroll from the course by clicking on the unenroll link on the student dashboard and request a refund by emailing [email protected]. A student must include their full name and order number in their email request in order to be eligible to receive a refund. SkillUp Online has no obligation to issue a refund more than three days after a course start date, but if a purchaser believes a refund is warranted, they should promptly email us at [email protected]
Students who fail to complete a course in the time available will not be eligible for a refund.
The start date of all memberships and access is deemed to be the date that the purchaser first has access to the course and its content and materials. SkillUp Online will make one attempt to warn the purchaser when this access/membership period has ended. After this attempt, SkillUp Online will no longer guarantee access to the course or its content or materials or that certification will be possible.ONLINE LEARNING MATERIALS
All online learning materials are the property of SkillUp Online, its Members, and its other licensors
This online learning material has been prepared, maintained, updated, and distributed by SkillUp Online, its Members, and its other licensors.
The use of the online learning materials available as part of our courses is restricted to the registered user who has been supplied with the log in details by SkillUp Online (“Registered User” ).
The Registered User shall not copy, share, modify, transmit, redistribute, or in any way, exploit the copyrighted materials provided by SkillUp Online other than for their own individual learning. Use for any other purpose is expressly prohibited by law and any violators will be prosecuted
The Registered User shall not permit anyone else to copy, use, modify, transmit, distribute, or in any way, exploit the copyrighted materials.
The courses and content, including all online learning materials, made available by SkillUp Online are provided as-is without warranties of any kind, either expressed or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
SkillUp Online does not warrant that the online learning materials will be error free, including technical inaccuracies, nor free of viruses or other harmful matter. The entire cost of any necessary service, repair, or correction is the Registered User’s responsibility.ACCESS TO THE COURSES
SkillUp Online strives to provide the course content to students on a continuous basis. To that end, SkillUp Online will take those steps that are commercially reasonable to provide uninterrupted access to the courses to its students. However, from time to time, students may be unable to access the courses due to conditions beyond SkillUp Online’s reasonable control. Such conditions include, but are not limited to Internet and power outages, acts of computer hackers, and other acts that violate the law or community norms. Also, from time to time, access may be unavailable due to software errors, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of systems or networks, and other similar reasons. In response to any unavailability of the courses to its students, SkillUp Online will take those steps that are commercially reasonable to restore access within a reasonable period of time. The term commercially reasonable, as used in this Agreement, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel, or money.
SkillUp Online endeavors to provide the highest quality content to its students. To that end, SkillUp Online reserves the right, in its sole discretion, to update, modify, improve, discontinue, cancel, delete, or otherwise change any aspect or feature of the Site, in whole or in part, including, without limitation, the courses, content, and materials used or otherwise available at the Site, at any time for any reason or no reason at all.
Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment, and Internet service necessary for access to and use of the Site.THIRD-PARTY CONTENT AND WEB SITES; HYPERLINKS
SkillUp Online does not make any warranty, either expressed or implied, as to the accuracy, merchantability, fitness for a particular purpose, or non-infringement of the information, content, materials, products, or services provided by third parties. This includes, but is not limited to, any such information, content, materials, products, or services made accessible via a hyperlink located on the Site that allows users of the Site to access a third party’s website. SkillUp Online does not regularly or routinely screen, approve, review, or endorse, the information, content, materials, products, or services provided by third parties, including the information, content, materials, products, or services made accessible at such websites. Further, SkillUp Online does not warrant the functionality of any hyperlinks including on the Site or the existence or functionality of any websites made accessible through such hyperlinks. If you decide to access information, content, materials, products, or services provided by third parties, including such information, content, materials, products, or services made accessible via such hyperlinks and at such websites, you do so at your own risk.COPYRIGHTS, TRADEMARKS, AND OTHER PROPRIETARY RIGHTS
Ownership. SkillUp Online, its Members, and its other licensors shall retain, and do retain, all worldwide rights, title, and interest in and to the information, content, works of authorship, and other materials displayed, published, distributed, or otherwise made accessible via the Site, including, without limitation, any and all copyrighted works, trademarks, service marks, trade dress, inventions, ideas, trade secrets, source code, HTML code, and the look and feel of the Site, its color combinations, its layout, and its other graphical and artistic elements. SKILLUP ONLINE, the SkillUp Online logo, and any other unique identifiers that SkillUp Online, its Members, or its other licensors use to identify the source of their respective products and services (collectively, “Trademarks”) are registered and unregistered trademarks in the United States and other jurisdictions. You should assume that everything you read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by SkillUp Online, its Members, or its other licensors
Permission to Use. Except as otherwise expressly stated on the Site or in this Agreement, nothing that you read or see on the Site or in the courses may be copied, reproduced, modified, published, redistributed, transmitted, publicly displayed, or publicly performed, for commercial purposes or otherwise, without the prior express written consent of SkillUp Online. You may not use the Trademarks, or any variations thereof, without the trademark owner’s prior express written consent. You may not use any of the Trademarks, or any variations thereof, for promotional purposes, or in any way that deliberately or inadvertently claims, suggests, or, in the trademark owner’s sole judgment, gives the appearance or impression of a relationship with or endorsement by such owner. Nothing contained on the Site or in this Agreement should be, or will be, construed as granting you, by implication, estoppel, or otherwise, a license or other right to access, use, or otherwise exploit any of SkillUp Online’s, its Members’, or its other licensors’ intellectual property or their rights therein and related thereto without their express, written consent.LIMITATIONS ON LIABILITY
THE SITE AND ANY INFORMATION, CONTENT , PRODUCTS, OR SERVICES MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT INSOFAR AS ANY SUCH IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW.
NEITHER SKILLUP ONLINE NOR THE SKILLUP ONLINE PARTICIPANTS WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE COURSES OR CONTENT PROVIDED WILL MEET YOUR NEEDS OR EXPECTATIONS. FURTHER, NEITHER SKILLUP ONLINE NOR THE SKILLUP ONLINE PARTICIPANTS MAKE ANY WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE SITE OR ANY COURSES OR CONTENT, OR THAT ANY PARTICULAR COURSES OR CONTENT WILL CONTINUE TO BE MADE AVAILABLE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER SKILLUP ONLINE NOR ANY OF THE SKILLUP ONLINE PARTICIPANTS WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES, EITHER ACTUAL OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR YOUR (OR ANY THIRD PARTY’S) USE OF OR INABILITY TO USE THE SITE, OR YOUR PLACEMENT OF CONTENT ON THE SITE, OR YOUR RELIANCE UPON INFORMATION, CONTENT, MATERIALS, OR DATA OBTAINED FROM OR THROUGH THE SITE, WHETHER YOUR CLAIM IS BASED IN CONTRACT, TORT, STATUTORY, OR OTHER LAW.
IN PARTICULAR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SKILLUP ONLINE NOR ANY OF THE SKILLUP ONLINE PARTICIPANTS WILL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SKILLUP ONLINE OR ANY OF THE SKILLUP ONLINE PARTICIPANTS HAS BEEN NEGLIGENT OR OTHERWISE AT FAULT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, ERRORS, LOSS OF PROFITS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA).
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SKILLUP ONLINE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SKILLUP ONLINE AND YOU. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.INDEMNIFICATION
You agree to defend, hold harmless, and indemnify SkillUp Online and the SkillUp Online Participants, and their respective subsidiaries, affiliates, officers, faculty, students, fellows, governing board members, agents and employees from and against any third-party claims, actions, or demands arising out of, resulting from, or in any way related to your use of the Site, including any liability or expense arising from any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. In such a case, SkillUp Online or one of the SkillUp Online Participants will provide you with written notice of such claim, suit, or action.USE OUTSIDE OF THE UNITED STATES
The Site is controlled and operated by SkillUp Online in the United States. We make no representations or warranties, either express or implied, that the Site or the content or other materials made available to you through your access to and use of the Site are appropriate, legally permissible, or available for use in locations other than the United States. Those who choose to access and use the Site from other locations do so at their own risk and are responsible for compliance with all applicable laws, rules, regulations, and directives.
Whether or not you access or use the Site inside the United States or outside the United States, you agree to abide by any applicable export control laws and not to transfer, by electronic transmission or otherwise, any elements of the Site to any person or entity if you know, or have reason to know, that such person intends to export or re-export such elements of the Site in violation of such laws, nor will you download, export, or re-export any elements of the Site into (or to a national or resident of) any country to which the United States has embargoed goods or to any person on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Person’s List. By accessing or using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such jurisdiction or on any such list.DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach of this Agreement, you and SkillUp Online each will use their best efforts to settle the dispute, claim, question, or disagreement. To that end, the parties will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to both parties. If the parties do not reach such a resolution within a period of 60 days, then, upon notice by either party to the other, all such disputes, claims, questions, or disagreements will be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by the terms and conditions set forth in this paragraph, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The AAA Rules are available at adr.org/rules or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We will reimburse those fees for small claims totaling less than $5,000, unless the arbitrator determines your claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration, unless the arbitrator determines your claims are frivolous. Within 14 days after the commencement of arbitration, the parties will agree upon a single person to act as arbitrator. If the parties cannot agree on a single arbitrator within such 14-day period, then each party will select one person to act as arbitrator and the two arbitrators selected by the parties will select a third arbitrator within 10 days after the day on which the second of them is appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator will be selected by the American Arbitration Association. You may choose to have the arbitration conducted by telephone, based on written submissions, or in-person in the city or county where you live or at another mutually agreed-upon location. The language of the arbitration will be English. Either party, if it wishes to do so, may apply to the arbitrator(s) seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party, without waiving any remedy under this Agreement, also may seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). Except as may be required by law or as otherwise expressly permitted by this dispute resolution provision, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration conducted pursuant hereto, including any determination made or award given, without the prior written consent of both parties. The U.S. Federal Arbitration Act will govern the interpretation and enforcement of this dispute resolution provision. IF ANY OF THE TERMS AND CONDITIONS SET FORTH IN THIS DISPUTE RESOLUTION PROVISION ARE HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS PROVISION WILL BE DEEMED VOID. YOU ACKNOWLEDGE AND AGREE THAT SKILLUP ONLINE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH SKILLUP ONLINE AND YOU OTHERWISE AGREE IN WRITING, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
Notwithstanding the terms and conditions set forth in the preceding paragraph, SkillUp Online and you each acknowledge and agree that, due to the unique nature of intellectual property rights, licenses to intellectual property rights, and trade secrets and other confidential and proprietary information, there can be no adequate remedy at law for any breach or threatened breach of a party’s obligations related to such matters, that any such breach or threatened breach may allow the defaulting party or third parties to unfairly compete with the non-defaulting party resulting in irreparable harm to the non-defaulting party, that any such breach or threatened breach would cause irreparable harm to the non-defaulting party, and, therefore, that upon any such breach or threatened breach, in addition to any other remedies at law or in equity that the non-defaulting party may have, the non-defaulting party is entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington, U.S.A., in connection with any action seeking such conservatory or interim measures. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).
IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER DESCRIBED IN THIS DISPUTE RESOLUTION PROVISION, YOU MUST NOTIFY US IN WRITING WITHIN 30 OF THE DATE THAT YOU ACCEPT THIS AGREEMENT, UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO FLEXIBLE ROAD LLC, 2205 152ND AVENUE NE, REDMOND, WASHINGTON 98052, U.S.A., ATTN: LEGAL/ARBITRATION, AND MUST INCLUDE: (1) YOUR FULL LEGAL NAME, (2) BOTH YOUR STREET AND YOUR MAILING ADDRESSES, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH BINDING ARBITRATION.GOVERNING LAW
This Agreement and all disputes, claims, or controversies arising out of or in connection with this Agreement, including any question regarding their formation, existence, validity, enforceability, performance, interpretation, breach, or termination will be governed by and construed in accordance with the substantive local laws of the State of Washington, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.MISCELLANEOUS
Termination Rights; Discontinuation of Courses and Content. You agree that SkillUp Online, in its sole discretion, may terminate your use of the Site or your participation in any courses offered on the Site, for any reason. It is SkillUp Online’s policy to terminate in appropriate circumstances the accounts of users of the Site who are repeat copyright infringers. SkillUp Online and the SkillUp Online Participants reserve the right at any time in their sole discretion to cancel, delay, reschedule, or alter the format of any course offered through SkillUp Online, or to cease providing any part or all of the Site content or related services, and you agree that neither SkillUp Online nor any of the SkillUp Online Participants will have any liability to you for such an action. If you no longer desire to use the Site and/or participate in one or more courses offered on the Site, you may terminate your use and participation at any time. The rights granted to you hereunder will terminate upon any termination of your right to use the Site, but the other provisions of this Agreement will survive any such termination.
Entire Agreement. This Agreement constitutes the entire agreement between you and SkillUp Online with respect to your use of the Site, superseding any prior agreements between you and SkillUp Online regarding your access to and use of the Site, including your participation in any courses offered on the Site.
Waiver and Severability of this Agreement. The failure of SkillUp Online to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Except as otherwise expressly provided in this Agreement, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of this Agreement shall remain in full force and effect.
THE HONOR CODE
SkillUp Online depends upon your motivation to learn the course materials and to do so with honesty and integrity. In order to participate in courses offered on the SkillUp Online Site, you must agree, and you do hereby agree, to the Honor Code and Pledge set forth below, together with any additional terms and conditions concerning your honesty and integrity that are provided to you in connection with your participation in such courses. This Honor Code and Pledge, and any such additional terms and conditions, will be posted on the web page for each course offered on the SiteYOUR PLEDGE
By enrolling in a SkillUp Online course, I agree that I will:
- Complete all tests and assignments on my own, unless collaboration on an assignment is explicitly permitted;
- Maintain only one user account and not let anyone else use my username and/or password;
- Not engage in any activity, including acts of plagiarism, that would dishonestly improve my results or improve or hurt the results of others; and
- Not post answers to problems that are being used to assess student performance.
If you are found in violation of this Honor Code or the SkillUp Online Terms of Service, you may be subject to one or more of the following corrective actions:
- Receiving a zero or no credit for an assignment;
- Having any certificate earned in the course withheld or revoked;
- Being unenrolled from a course; or
- Termination of your use of the Site and, if applicable, cancellation of your registration as a user of the Site.
Additional actions may be taken at the sole discretion of SkillUp Online and its Members.
No refunds will be issued in the event or as a result of any corrective actions for violations of this Honor Code or the SkillUp Online Terms of Service.
Whether or not a violation of this Honor Code has occurred or is occurring will be determined at the sole discretion of SkillUp Online and its Members. You will be notified if a determination is made that you have violated this Honor Code, and you will be informed of the corrective action to be taken as a result of such violationUPDATES TO THE HONOR CODE
Please note that SkillUp Online reviews and updates this Honor Code and Pledge from time to time in order to help ensure that course participation by you and others is undertaken with honesty and integrity. Notice of updates will be provided by posting a notice on the Site, sending you a message to the email address then associated with your SkillUp Online account, or another means designed to notify you of updates. SkillUp Online also will post an updated version of this Honor Code and Pledge on the Site, together with the date of the latest revisions. Your continued use of the Site and participation in courses after the posting or delivery of such notice will constitute your continuing Pledge to this Honor Code. You should frequently review this Honor Code and Pledge in order to understand the expectations that apply to your access to and use of the SkillUp Online Site and participation in courses offered on the Site. If you do not agree to any such updates as they occur, terminate your registration with us, if applicable; immediately discontinue accessing and using the SkillUp Online Site; and immediately cease your participation in the courses offered on the Site