Last updated: 12th June 2023
1. CONTRACTUAL RELATIONSHIP
These Terms govern your use of our service platform that facilitates communications between Users and Freelancers and is offered through our website located at www.skillled.com, as may be modified, relocated and/or redirected from time to time, and the applications that we offer. Our services, platform, website and mobile applications are collectively referred to as the “Skillled Site”. The terms "you", "Your" or "their" refer to the User or Freelancer as appropriate.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
In these Terms, the terms "including" and "include" mean "including, but not limited to." Your access to and use of the Skillled Site constitutes your agreement to be bound by these Terms, which establish a contractual relationship between you and Skillled. If you do not agree to these Terms, you may not access or use the Skillled Site. These Terms expressly supersede prior contracts or agreements with you. Skillled may immediately terminate these Terms with respect to you, or generally cease offering or deny access to the Skillled Site or any portion thereof, at any time for any reason.
Skillled may modify the Terms relating to the Skillled Site from time to time. Modifications will be effective upon Skillled's posting of the updated Terms at this location or the modified policies or supplemental terms of the applicable service(s). Your continued access to or use of the Skillled Site following this posting constitutes your consent to be bound by the Terms as amended:
• Your agreement that the Skillled Site is provided “as is” and without any warranty.
• Your agreement that the Skillled Site is solely a communications platform that provides a method for engaging Freelance Services, that all Freelance Services are provided by third parties, and that Skillled has no responsibility for the Freelance Services or any acts or omissions of third parties.
• Your agreement to release Skillled from all liability arising out of claims related to the Skillled Site or otherwise.
• Your agreement to indemnify Skilled from any claims resulting from your use, misuse, or inability to use the Skillled Site or Freelance Services, your breach of this Agreement, applicable laws, or rights of third parties, and/or the content or information sent from your account to the Skillled Site.
• Your consent that either party has the right to resort to binding arbitration.
• Your agreement that no claim may be tried as a class action.
2. THE SERVICES
a. THE APPLICATION IS ONLY A SPACE.
The Skillled Site is a computer marketplace where Users and Freelancers can identify themselves and buy and sell services online. These specific services requested by Users, which must be performed by Freelancers, are hereinafter called "Freelance Services". Pursuant to the terms of this Agreement, Skillled offers services to Users and Freelancers, including hosting and maintenance of the Skillled Site, and allows the execution of Contracts between Users. When a User and a Freelancer enter into an Agreement between Users pursuant to subsection B below, the User and the Freelancer use the Skillled Site to engage, communicate, bill, and pay online.
Skillled may contact users through the WhatsApp instant messaging application; our representatives identify themselves with the Skillled identity. We do not ask for any payment, exchange of passwords or login details, if you suspect wrong doing please contact support. Skillled does not provide Freelance Services itself. All Freelance Services are provided by Freelancers. Skillled, through the skillled application, offers information and a method to obtain these freelance services, but does not provide or claim to provide such freelance services, and you have no liability whatsoever for the freelance services and/or work product provided to you by freelancers, including, but not limited to, warranties of fitness for a particular purpose or compliance with laws, regulations or codes. Skillled is not affiliated with, endorsed or sponsored by any third party provider.
b. SERVICES BETWEEN USERS.
Upon the award of a project by the User to a Freelancer and the acceptance of the Freelancer on the Skillled Site, or the purchase of an item from the Freelancer by a User, the User and the Freelancer will be deemed to have entered into a contract (the “Contract between Users”), under which the User agrees to purchase and the Freelancer agrees to deliver the Freelance Services. The User and the Freelancer may enter into an agreement between them apart from these Terms, provided that you agree not to enter into any contractual provision inconsistent with these Terms. You are solely responsible for ensuring that you comply with your obligations to Freelancers. If you don't, you may be liable to the Freelancer in question. You must ensure that you are aware of all national laws (including common law), international laws, rules, ordinances and regulations relating to you as a User or any other use you make of the Skillled Site. If a Freelancer fails to comply with any obligation to you, or cause damage to you, your property or your rights, you are solely responsible for exercising any rights you may have. For the avoidance of doubt, we have no liability to exercise rights under an Agreement between Users or for damages to your person, property or rights caused by a Freelancer. Depending on their jurisdiction, Users and Freelancers may have rights by virtue of legal guarantees that cannot be legally excluded. None of these Terms is intended to override any rights that may not be excluded under applicable law. Each User and Freelancer acknowledges and agrees that the relationship between the User and any Freelancer is that of an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Users and Freelancers. Nothing in these Terms shall be construed as constituting a joint venture, partnership, or employer-employee relationship between Skillled and any User or Freelancer. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Users and Freelancers. Nothing in these Terms shall be construed as constituting a joint venture, partnership, or employer-employee relationship between Skillled and any User or Freelancer. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Users and Freelancers. Nothing in these Terms shall be construed as constituting a joint venture, partnership, or employer-employee relationship between Skillled and any User or Freelancer.
c. User Submissions.
User grants Freelancer a limited, non-exclusive, and revocable right (at any time in User's sole discretion) to use User Submissions as necessary for the performance of the Services. User reserves all other right and interest, including, but not limited to, all intellectual property rights, with respect to User Submissions. Upon performance or termination of the Services Agreement, or upon User's written request, Freelancer shall immediately return all User Submissions to User and further agrees to delete all copies of User Submissions and the Product. Work found on Freelancer's premises, systems or other equipment or otherwise under Freelancer's control. The User has 15 calendar days to respond to project deliveries with a value of up to 100 USD. If the User remains indifferent to this delivery of the Freelancer, it will be understood as tacitly accepted, releasing the corresponding funds to the Freelancer. Freelancer agrees to provide written certification to User certifying the return or deletion of User Submissions within ten (10) days of receipt of User's written request for certification.
d. Work Product.
Any commissioned work that may be subject to copyright made by Freelancer in connection with a fixed price contract for User will remain the property of Freelancer until payment has been made by User and accepted by Freelancer. If the User pays an amount less than the amount agreed in the Service Agreement, the Freelancer may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work Product. In the event that intellectual property rights cannot be assigned under applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants User an exclusive license (which also excludes Freelancer ), perpetual, irrevocable, unlimited, worldwide, fully paid and unconditional to use and commercialize the Work Product in any way now known or hereafter discovered. In the event that the grant of the license is not fully valid, effective or enforceable under applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants User the rights that Freelancer User reasonably requests in order to acquire, to the extent possible, all rights equivalent to full legal ownership. In order to guarantee that the User will be able to acquire, formalize and use these intellectual property rights, the Freelancer: (i) will transfer the domain, property and title to the media, models and other tangible objects that contain the Work Product to the User ; (ii) will sign any document, upon User's request, to assist the User with the documentation, formalization and application of their rights; and (iii) will offer the User assistance and reasonable access to information to register, formalize, secure, defend and exercise these intellectual property rights. Freelancer also irrevocably authorizes User to act and sign on Freelancer's behalf and to take any steps necessary to enforce User's rights under this Agreement. In the event that, under applicable law, the Freelancer retains any right of paternity, integrity, disclosure and withdrawal of the work, and any other rights that may be known or referred to as "moral rights" (collectively, whether such pre-existing intellectual property is owned by Freelancer or a third party, including, without limitation, code written by proprietary software companies or developers in the open source community (collectively, “Pre-existing IP” ), without obtaining User's prior written consent to include such Pre-existing IP in the Work Product. Freelancer acknowledges that, notwithstanding any other remedies Freelancer may have, Freelancer shall not be entitled to payment, and shall reimburse all payments made to Freelancer, for Services performed under an Agreement if the Work Product contains Pre-Existing IP that was not approved in accordance with this Section.
e. USER VETO.
Freelancers may be subject to a vetting process before being able to register and during their use of the Skillled Site. While Skillled may perform background checks on Freelancers, Skillled cannot confirm that each Freelancer is who they claim to be and, therefore, Skillled cannot and does not assume any responsibility for the accuracy or veracity of the identity, information of background check or information provided through the Skillled Site. BY USING THE Skillled APP, YOU AGREE TO RELEASE Skillled FROM ANY LIABILITY OR DAMAGES ARISING OUT OF THE PROFESSIONAL SERVICES. Skillled IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING THIRD PARTY PROVIDERS, AND SHALL NOT BE LIABLE FOR ANY CLAIM.
Subject to your compliance with these Terms, Skillled grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the Skillled Site on your personal device solely in connection with your use of the Skillled Site ; and (ii) access and use any content, information and related materials that may be available through the Skillled Site, in each case solely for your personal, non-commercial use. Skillled and Skillled's licensors reserve all rights not expressly granted herein.
You may not: (i) remove any copyright or trademark or other proprietary notice from any part of the Skillled Site; (ii) reproduce, modify, create derivative works from, distribute, license, rent, sell, resell, transfer, publicly display, publicly perform, transmit, publish, broadcast, or otherwise exploit the Skillled Site, except as expressly permitted by Skillled; (iii) decompile, reverse engineer or disassemble the Skillled Site, except as permitted by applicable law; (iv) link to, mirror or frame any part of the Skillled Site; (v) introduce or implement programs or scripts for the purpose of extracting information, indexing, scrutinize or otherwise data mine any part of the Skillled Site, or unduly hinder or prevent the operation and/or functionality of any aspect of the Skillled Site; or (vi) attempt to gain unauthorized access to or disrupt any aspect of the Skillled Site or its related systems or networks.
h. THIRD PARTY CONTENT AND SERVICES.
The Skillled Site and all rights therein are and shall remain the property of Skillled or Skillled's licensors. Neither these Terms nor your use of the Skillled Site shall transfer or grant you any rights: (i) in or related to the Skillled Site, except for the limited license granted above; or (ii) to use or refer in any way to the company names, logos, product and service names, trademarks or service marks of Skillled or Skillled's licensors
3. YOUR USE OF THE SERVICES
In order to use most aspects of the Skillled Site, you must register for and maintain an active personal user services account (“Account”). You must be at least 18 years of age, or have reached the legal age of majority in your jurisdiction (if not 18), to obtain an account. Account registration requires you to submit certain personal information to Skillled, such as your name, address, cell phone number, and age, as well as at least one valid payment method (a credit card or accepted payment provider). You agree to maintain accurate, complete and current information in your account profile. Failure to maintain accurate, complete and current account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Skillled Site or termination of this Agreement with you by Skillled. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and confidentiality of your Account username and password at all times. Unless otherwise permitted by Skillled in writing, you may only have one Account. Freelancer profiles must accurately reflect the Freelancer's experience, skills and personal information and you agree to maintain the security and confidentiality of your Account username and password at all times.
b. REQUIREMENTS AND USER CONDUCT.
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not permit persons under the age of 18 to receive or offer Freelance Services unless they are accompanied by you. You may not assign or otherwise transfer your Account to any person or entity. You agree to comply with all applicable laws when using the Skillled Site (including, without limitation, all applicable employment laws), and you may only use the Skillled Site for lawful purposes (e.g., not may be used to transport hazardous or illegal materials). During your use of the Skillled Site, you will not cause trouble, inconvenience, inconvenience or damage to property, whether with respect to Freelancers or any other party. In some cases, you may be required to provide proof of your identity to access or use the Skillled Site, and you agree that you will be denied access to or use of the Skillled Site if you refuse to provide proof of identity..
c. ACCEPTABLE USE.
During the term of this Agreement, you may use the Skillled Site for your personal use only (or for the use of a person, including a company or other organization, that you validly represent). You may use the Skillled Site to contract Freelance Services only with respect to the location where you are legally authorized to receive or offer Freelance Services. You may not use the Skillled Site for any other purpose or in connection with any other commercial activity without our express prior written consent. You may not use the Skillled Site in violation of any law, rule, ordinance, or regulation. You agree that a request for Freelance Services constitutes an offer, which is considered accepted only when you receive a confirmation of the application. You agree that you will treat Freelancers courteously and lawfully, and that you will reasonably cooperate with Freelancers to enable them to provide the Freelance Services. Freelancers agree that they will provide the Freelance Services upon acceptance of an application in a professional and quality-assured manner, and that they will perform these services in a courteous, lawful manner and to the best of their ability, and that they will accept applications only if the Freelancer is qualified and capable of performing such Freelance Services. The Skillled Site may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication spaces (“Community Areas”) that allow you to communicate with other users. You may use these community areas only to send and receive messages and materials that are relevant and appropriate to a particular forum. You may NOT use the Skillled Site (including, without limitation, any Community Area) to do the following:
• Defame, abuse, harass, stalk, threaten, or otherwise violate legal rights (such as, but not limited to, the rights of privacy and publicity) of others, including Skillled personnel.
• Publish, post, upload, distribute, or disseminate indecent, defamatory, infringing, obscene, or illegal topics, names, materials, or information, or materials, information, or content involving the sale of counterfeit or stolen items.
• Use the Skillled Site or Freelance Services for any purpose or in any manner that violates local, state, national or international law.
• Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of third parties.
• Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that could harm the operation of another's computer.
• Post or upload content for which you have not obtained the necessary rights or permissions to use it accordingly.
• Advertise or offer for sale any product or service for commercial purposes through the Skillled Site that does not correspond to the services offered through the Skillled Site.
• Conduct or send surveys, contests, pyramid schemes, or chain letters.
• Impersonate another person or user or allow another person or entity to use your identity to post or view comments or otherwise use your account.
• Publish the same note repeatedly (junk messages or "Spam"). Spamming is strictly prohibited.
• Download files posted by other users when the user knew or reasonably should have known that they cannot be legally distributed through the Skillled Site.
• Restrict or inhibit other users from using and enjoying the Community Areas.
• Imply or state that statements you make are endorsed by Skillled, without Skillled's prior written consent.
• Use any robot, spider, manual and/or automated process or device to data mine, crawl, extract information from, or otherwise index the Skillled Site.
• Hacking or interfering with the Skillled Site, its servers or any connected networks.
• Adapt, alter, license, sublicense or translate the Skillled Site for your own personal or commercial use.
• Remove or alter, visually or otherwise, copyrights, trademarks or proprietary marks and intellectual property rights owned by Skillled.
• Upload content that is offensive and/or harmful, including, without limitation, content that advocates, endorses, condones, or promotes racism, bigotry, hate, or physical harm of any kind against individuals or groups of individuals.
• Upload content that offers materials or access to materials that exploit people under the age of 18 in an abusive, violent, or sexual way.
• Use the Skillled Site to recruit for other businesses, websites or services, or otherwise contact users for employment, recruitment or other purposes unrelated to the use of the Skillled Site as set forth herein.
• Use the Skillled Site to collect usernames and/or email addresses of users by electronic or other means.
• Register under another username or identity after your account has been cancelled or closed.
You understand that all posts you make to Community Areas will be public and that you will be publicly identified by your name or login ID when communicating in Community Areas, and that Skillled will not be responsible for the action of users with respect to information or materials posted in Community Areas.
d. PROMOTIONAL CODES.
Skillled may, at its sole discretion, generate promotional codes that may be redeemed for Account credit, or other features or benefits related to the Skillled Site and/or Freelance Services, subject to any additional terms Skillled establishes under the Bases. of each particular promotional code (“Promotional Codes”). You agree that Promo Codes: (i) must be used for their intended purpose and audience, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any way, or made available to the general public (whether by public posting or otherwise), unless expressly permitted by Skillled; (iii) can be deactivated by Skillled at any time and for any reason without Skillled incurring any liability; (iv) may only be used in accordance with the specific terms Skillled establishes for these Promo Codes; (v) cannot be redeemed for cash; and (vi) may expire before use. Skillled reserves the right to withhold or deduct credits or other features or benefits obtained through your or another user's use of Promotional Codes if Skillled determines or believes that the use or redemption of Promotional Codes has been made in error. , fraudulent, illegal or in violation of the terms of the applicable Promotional Code or these Terms.
CONTENT PROVIDED BY THE USER OR FREELANCER.
Skillled may, in its sole discretion, allow you (whether User or Freelancer) from time to time to submit, upload, post or otherwise make available to Skillled through the Skillled Site written, audio and/or visual information and content, which includes feedback and feedback relating to the Skillled Site, initiation of support requests, and posting of entries for competitions and promotions (“Content”). All content provided by you remains your property. However, by providing Content to Skillled, you grant Skillled a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, use, reproduce, modify, distribute, publicly display and publicly present such Content in any format and distribution channel now known or hereafter developed for the purposes of providing services through the Skillled Site or otherwise in connection with Skillled's business; provided that Skillled attempts to notify you if it will use your Content for any purpose other than posting it on the Skillled Site. You represent and warrant to Skillled that you are the sole and exclusive owner of all Content or that you have all necessary rights, licenses, consents, and authorizations to grant Skillled the license to the Content as set forth above, and that your Content: (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) you will not violate any copyright, patent, trademark, trade secret or other intellectual property right or right of publicity or privacy of any third party; (d) you will not violate any law, rule, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or deceptive advertising); (e) will not be defamatory, libellous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain viruses, Trojan horses, worms, logic bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, covertly intercept or expropriate any system, data or personal information; and (h) will not create any liability on Skillled's part or cause Skillled's loss (in whole or in part) of the services of its internet service providers or other partners or providers. Skillled may review, monitor, or remove Content in its sole discretion, but will not have an obligation to do so, at any time and for any reason, without notice to you.
f. DEVICES AND NETWORK ACCESS.
You are responsible for obtaining the data network access necessary to use the Skillled Site. Your mobile network messaging and data rates and charges may apply if you access or use the Skillled Site from a wireless-enabled device. You are responsible for acquiring and upgrading compatible devices or hardware necessary to access and use the Skillled Applications and Site and any updates made to them. Skillled does not warrant that the Skillled Site, or any part thereof, will function on any particular device or hardware. Likewise, the Skillled Site may present malfunctions or delays inherent to the use of the Internet and electronic communications.
Users understand that use of the Skillled Site may result in charges for services or products they receive from a Freelancer (“Charges”). After a User has received services or products obtained through the use of the Service, Skillled will collect payment from you for the applicable charges on behalf of the Freelancer, acting as limited collection agent for such Freelancer. Payment of Charges made in this manner shall be treated in the same manner as payment made directly by User to Freelancer. Charges will include applicable taxes, as required by law. Fees paid by the User are final and non-refundable, unless Skillled, in its sole discretion, determines otherwise (see also the last paragraph of this Section 4). The User and the Freelancer each retain the right to request a change in the Charges for the services or products received by the User from the Freelancer, and such changed Charges for a particular service or product will become the new Charges if said modification is accepted by the User and the Freelancer. All Charges are due immediately, and payment will be collected by Skillled via the preferred payment method indicated in User's Account, after which Skillled will send User a receipt by email. If the primary payment method on User's Account is determined to have expired, invalid, or for any other reason cannot be used for collection, User agrees that Skillled may, in its capacity as Freelancer's limited collection agent, use a secondary payment method in the User Account, if one is available. Freelancer agrees that Skillled will act as Freelancer's collection agent under this Section 4. Subject to Skillled's rights under these Terms (including the paragraph below), Skillled will generally require payment from a User prior to providing the Freelancer corresponding Freelance Service and will remit the payment to the Freelancer after the User has confirmed that the Freelance Service has been performed; it being understood that, notwithstanding any provision to the contrary contained in these Terms, Skillled will in no case be responsible for non-payment or late payment by Users.
Subject to Sections 6 and 7 of these Terms (regarding limitation of liability, Skillled's indemnity, and Skillled's right to opt out of disputes between Users and Freelancers), in its relationship with Skillled, Skillled reserves the right to (i) set, remove and/or revise the Charges for any service or product obtained through the use of the Skillled Site at any time and in its sole discretion and (ii) determine the manner in which any payment received will be disposed of by Skillled by a User in the event of a dispute between the User and the Freelancer, including the ability to remit such payment to the Freelancer, return a payment to the User, or withhold such payment on deposit until the resolution of the dispute by judicial or court proceeding. In addition, You acknowledge and agree that the Charges applicable in certain geographic areas may increase significantly during times of high demand. Skillled will take reasonable steps to notify you of Charges that may apply. Skillled may, from time to time, provide certain Users with promotional offers and discounts that may result in charging different amounts for the same or similar services or products obtained through the use of the Skillled Site, and you agree that these offers and discounts promotional codes, unless they are also made available to you or applicable to you, will not affect your use of the Skillled Site or the Charges that apply to you. Users may choose to cancel requests for services or products from a Freelancer at any time,
5. INTELLECTUAL PROPERTY; COPYRIGHT; CONFIDENTIALITY
to. INTELLECTUAL PROPERTY RIGHTS.
All text, graphics, editorial content, data, formatting, graphics, layouts, HTML language, look and feel, photos, music, sounds, images, software, videos , fonts and other content (collectively, “Proprietary Material”) that you view or read through the Skillled Site is owned by Skillled, excluding Content Skillled has the right to use as described above. Proprietary Material is protected in all forms, media and technologies now known or hereafter developed. Skillled owns all Proprietary Material, as well as the coordination, selection, arrangement, and enhancement of such Proprietary Material as a Collective Work under United States Copyright Law, as amended. The Exclusive Material is protected by national and international laws regarding copyright, patents and other rights and laws on intellectual property. You may not copy, download, use, redesign, reconfigure or retransmit any element of the Skillled Site without the express prior written consent of Skillled and, if applicable, the owner of the rights in the Content. Any use of this Exclusive Material, except as permitted hereunder, is expressly prohibited without the prior permission of Skillled and, if applicable, the owner of the rights in the Content. Skillled's trademarks and service marks, including, but not limited to, “Skillled” and the Skillled logos are service marks owned by Skillled. Any other trademarks, service marks, logos and/or trade names appearing on the Skillled Site are the property of their respective owners. You may not copy or use any of these marks, logos or trade names appearing on the Skillled Site without the express prior written consent of the owner.
b. Copyright Claims and Copyright Agents.
Skillled respects the intellectual property of others, and expects users to do the same. If you believe in good faith that any material provided on or in connection with the Skillled Site violates your copyright or other intellectual property rights, please send the information below to: Skillled, 22-24 Denington Road, Wellingborough, Northants. NN8 1QH. England.
1. Identification of the intellectual property right that has allegedly been violated. All relevant registration numbers or a statement of ownership of the work must be included.
2. A statement specifically identifying the location of the material that is alleged to infringe your rights, with sufficient detail so that Skillled can find it on the Skillled Site. Note that it is not enough to simply provide a top-level URL.
3. Your name, address, telephone number and email address.
4. A statement by you that you have a good faith belief that use of the material that allegedly violates your rights is not authorized by the copyright owner, its agents, or the law.
5. A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.
6. A physical or electronic signature of the copyright owner or person authorized to act on the copyright owner's behalf.
c. CONFIDENTIAL INFORMATION.
You acknowledge that Confidential Information (as defined below) is a valuable, special, and unique asset of Skillled and you agree that you will not disclose, transfer, use (or attempt to induce others to disclose, transfer, or use) Confidential Information for purposes that other than disclosure to its employees and authorized agents who are required to maintain the confidentiality of Confidential Information. You must immediately notify Skillled in writing of any circumstance that could constitute an unauthorized disclosure, transfer or use of Confidential Information. You shall use reasonable efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You must return all originals and any copies of materials containing Confidential Information to Skillled upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean all of Skillled's trade secrets and confidential and proprietary information and all other information and data of Skillled not generally known to the public or to other third parties that could obtain economic value or otherwise, from its use or disclosure. Confidential Information shall be considered to include technical data, know-how, studies, product drawings, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, configuration information of Hardware Marketing,
6. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY
Products and services purchased or offered (whether through recommendations and suggestions or not) through the Skillled Site (including, but not limited to, Freelance Services) (“Skillled Services”) are offered “IN THE STATE IN WHICH THEY ARE" and without any warranty of any kind from Skillled or other persons (unless, with respect to such other persons only, it has been expressly and unequivocally provided in writing by a third party designated for a specific product ). The Skillled services are provided on an "as is" and "as available" basis. The user's use of the Skillled services is carried out at the user's own risk. To the maximum extent permitted by applicable law, the Skillled services are provided without warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the above, Skillled and its licensors do not warrant that the content is accurate, reliable or correct; that the services will meet the requirements of the users; that the services will be available at a particular time or location, without interruption or in a secure manner; that defects or errors will be corrected; or that the services are free of viruses or other harmful components. Skillled does not warrant the quality, suitability, safety or skill of the freelancers. User agrees that the entire risk arising out of your use of the services and any services or products requested in connection therewith remains solely with user to the maximum extent permitted under applicable law. You agree that Skillled shall not be liable for your actions or omissions or for the actions or omissions of any user or freelancer.
b. LIMITATION OF LIABILITY.
Skillled shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of revenue, loss of data, personal injury, or property damage, arising out of your use of the services or as consequence of it, even if Skillled had been informed of the possibility of such damages. Skillled shall not be liable for any damages, losses or losses arising out of: (i) your provision of, use of, or reliance on the Skillled services or your inability to access or use the Skillled services; or (ii) any transaction or relationship between user and any freelancer, even if Skillled has been advised of the possibility of such damages. Skillled shall not be liable for delay or non-performance resulting from causes beyond Skillled's reasonable control. The user acknowledges that the freelancers that offer freelance services may not have professional licenses or authorizations. In no event shall Skillled's aggregate liability to you in connection with the services for all damages, losses and causes of action exceed the total charges paid or received by you through Skillled during the six (6) months prior to the time on that the claim was filed. The Skillled services may be used by the user to request and schedule products or logistics services with freelancers, but you agree that Skillled has no liability to you in connection with the products or logistics services offered to the user by the freelancers or with respect to the user's use of the freelance services (including failure to pay) other than the which is expressly set forth in these terms. The limitations and disclaimer in this section 6 are not intended to limit liability or alter your rights as a consumer which may not be excluded under applicable law.
You agree to indemnify and hold Skillled and its officers, directors, employees and agents harmless from and against any and all claims, demands, losses, liabilities and expenses (including, but not limited to, attorneys' fees) arising out of or relating to with: (i) your use of the Skillled Site or services or products obtained or provided or sold through your use of the Skillled Site, including any data or content transmitted or received by you, or access to or use of the Skillled Site by a third party with your username and password; (ii) your breach or violation of any of these Terms or any applicable laws, rules or regulations (including, but not limited to, tax or employment laws); (iii) Skillled's use of your Content;
7. DISPUTES BETWEEN FREELANCERS AND USERS
Your interactions with organizations and/or individuals found on or through the Skillled Site, including payment and delivery of products and services, and any other terms, conditions, warranties, or representations associated with these communications are solely between you and such organizations and/or individuals. You should carry out any investigations you deem necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Skillled shall not be liable for any loss or damage of any kind arising from such communications. If there is any dispute between Users and/or Freelancers, or between Users and/or Freelancers and any third party, you agree that Skillled, at it’s sole discretion, may determine the amount of Charges and to whom to remit them to you in accordance with Section 4, provided that Skillled shall in no event be obligated to become involved in such disputes. In connection with disputes with other Users or Freelancers, you hereby agree to indemnify and hold Skillled harmless from claims, demands and damages, actual and consequential, of any kind and nature, known and unknown, relating to such dispute or our determinations in this regard.
8. DISPUTES WITH SKILLLED
to. WAIVER OF TRIAL BY JURY.
You acknowledge and agree that you and Skillled are waiving the right to trial by jury or to participate as a plaintiff or party in any class action or representative action that is sought. In addition, unless you and Skillled agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person and may not decide on class action or representative actions of any kind. If this particular paragraph is held invalid, then the entirety of this "Dispute Resolution" section shall be held void. Except as stated in the preceding sentence, this “Dispute Resolution” section will survive the termination of these Terms. The arbitrator may not consolidate the claims of more than one person and may not decide on class actions or representative actions of any kind.
b. INFORMAL NEGOTIATION.
In order to expedite the resolution and reduce the cost of any dispute, controversy or claim relating to this Agreement or otherwise arising out of the relationship between you and Skillled, you agree as a first attempt to negotiate any dispute informally for at least thirty ( 30) days before initiating any arbitration or legal proceeding. These informal negotiations will commence upon written notice. Your address for the purposes of these notices will be the address listed in your Skillled account. Skillled's address for the purposes of these notices is Skillled Ltd. 22-24 Denington Road, Wellingborough, Northants, NN8 2QH, England.
In the unlikely event that Skillled has been unable to resolve a Dispute it has with you after attempting to do so informally, you agree to resolve any Dispute arising out of or in connection with this Agreement or its breach or alleged breach, through binding arbitration before the American Arbitration Association (“AAA”) in the city of Miami, Florida, under the commercial rules then in effect for the AAA, except as provided herein (the “AAA Rules ”). The party wishing to initiate arbitration must send the other party a written Request for Arbitration, as specified in the AAA Rules. (The AAA offers a form called a "Demand for Arbitration" atwww.adr.org/aaa/ShowPDF?doc=ADRSTG_004175). The arbitrator will be either a retired judge or an attorney licensed to practice in the state of Florida and will be selected by the parties from the AAA's list of arbitrators for consumer disputes. If the parties are unable to reach an agreement on the choice of arbitrator within seven (7) days of the submission of the Request for Arbitration, then the AAA will appoint an arbitrator in accordance with the AAA Rules. The arbitrator will render an award within the time specified in the AAA Rules. The arbitrator's decision will include the principal findings and conclusions on which the arbitrator has based his award. The judgment based on the arbitral award will be issued exclusively in the state and federal courts of Miami Dade County, Florida. Damages included in the arbitration award shall be consistent with the terms of the “Limitation of Liability” section above regarding the type and amount of damages for which a party may be held liable. The award rendered by the arbitrator shall include the costs of the arbitration, reasonable attorneys' fees, and reasonable costs of experts and other witnesses, and any judgment based on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United States Federal Arbitration Act shall govern the interpretation and application of this Section. and any judgment based on the award rendered by the arbitrator may be rendered in any court of competent jurisdiction. The United States Federal Arbitration Act shall govern the interpretation and application of this Section. and any judgment based on the award rendered by the arbitrator may be rendered in any court of competent jurisdiction. The United States Federal Arbitration Act shall govern the interpretation and application of this Section.
9. OTHER PROVISIONS
to. APPLICABLE LEGISLATION.
These Terms shall be governed by and construed in accordance with the commercial laws of the United Kingdom and the European Community, excluding their principles of conflicts of laws.
Notice may be provided by Skillled by means of a general notice on the Skillled Site, by email to the email address listed in your Account, or by written communication sent by certified mail or postage prepaid to the address listed in your Account. . These notifications will be considered given at the expiration of the period of 48 hours after dispatch by mail or post (in the case of sending by certified mail or with prepaid postage) or 12 hours after sending (in the case of sending by email). . You may send notice to Skillled at any time by certified mail or postage prepaid to Skillled Ltd. 22-24 Denington Road, Wellingborough, Northants, NN8 2QH, England, and such notice will be deemed given when received by Skillled.
c. PREVAILING LANGUAGE.
The English language version of this Agreement shall control in all respects and in the event of any conflict with translated versions, if any.
You may not assign these Terms without Skillled's prior written approval. Skillled may assign these Terms without your consent to: (i) subsidiaries or affiliates; (ii) purchasers of Skillled's capital, business or assets; or (iii) successors by merger. Any attempted assignment not in compliance with this section will be void. No joint venture, partnership, employment relationship, or agency relationship exists between you and Skillled as a result of this Agreement or your use of the Skillled Site. If any provision of these Terms is held invalid or unenforceable, that provision will be removed and the remaining provisions will remain in effect to the fullest extent permitted by law.
BY CONTINUING TO USE THE SKILLLED SITE YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND TAKEN STEPS TO SERIOUSLY CONSIDER THE CONSEQUENCES OF THIS AGREEMENT, THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, AND THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT WITH SKILLLED LTD.