SKILLFUL.COM WEB SITE TERMS OF USE

Date of last revision: October 6, 2020

Welcome! Please read the following Terms and Conditions of Use (these "Terms and Conditions") carefully. These Terms and Conditions govern your use of the web site for Skillful℠, located at www.skillful.com, as well as any other websites, their respective subdomains, and any applications containing a link to these Terms and Conditions (the “Sites”). Before using the Sites, please read these Terms and Conditions and our Privacy Policy, which is located at https://www.skillful.com/privacy-policy and is incorporated herein by this reference. Skillful is an initiative of the Markle Foundation and Skillful LLC. In these Terms and Conditions, Skillful LLC and the Markle Foundation (with respect to its activities in connection with the Skillful initiative) are collectively referred to as "Skillful," "we," or "us."

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT SPECIFIES THAT MOST DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION, AND NOT IN COURT. BY USING THE SITES, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY, THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR ARE NOT PERMITTED TO USE ANY OF THE SITES.

Modifications

You should review these Terms and Conditions regularly as they may change at any time at Skillful’s sole discretion. Modifications will be posted on the Sites and will be effective as of the date of posting. We will endeavor to notify you of any material modifications to these Terms and Conditions. Your continued use of the Sites following the posting of changes to these Terms and Conditions constitutes acceptance of those changes. The "date of last revision" at the top of this page will be revised to reflect the posting date of the current Terms and Conditions.

Compliance with Law

When using the Sites, you will abide by all applicable international, federal, state, and local laws, including, but not limited to, those pertaining to libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, and copyright and trademark infringement.

Disclaimer of Warranties

We provide the Sites and all content on the Sites as a courtesy, to be used only for informational purposes, and we do not represent the Sites or any content to be error free. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output. THE SITES AND ALL INFORMATION, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SITES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, AND QUIET ENJOYMENT. SKILLFUL DOES NOT WARRANT THAT THE SITES, ANY CONTENT, OR THE SERVER(S) THAT MAKE THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT OF OR SERVICES AVAILABLE THROUGH THE SITES ARE ACCURATE, COMPLETE, OR CURRENT FOR ANY SPECIFIC OR PARTICULAR PURPOSE OR APPLICATION. THE SITES, CONTENT, AND SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, ACCOUNTING, TAX, OR MEDICAL ADVICE. IN ADDITION, SKILLFUL IS NOT ENDORSING OR RECOMMENDING THE USE OF THE MEANS OR METHODS CONTAINED ON OR THROUGH THE SITES, CONTENT, OR SERVICES FOR ANY SPECIAL OR PARTICULAR PURPOSE. YOU ARE RESPONSIBLE FOR VERIFYING ALL OF THE CONTENT AVAILABLE ON THE SITES OR THROUGH SERVICES BEFORE RELYING ON IT.

Limitation of Liability

IN NO EVENT WILL SKILLFUL, THE MARKLE FOUNDATION, THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, TRUSTEES, EMPLOYEES, AGENTS, OR CONTRACTORS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, GENERAL, CONSEQUENTIAL, OR OTHERWISE, OR FOR ALLEGED LOST PROFITS, THAT MIGHT RESULT FROM ANY USE OF THE SITES, OR USE OF OR RELIANCE ON CONTENT, SERVICES, MATERIALS, OR LINKS (INCLUDING THIRD PARTY LINKS) MADE AVAILABLE ON OR THROUGH THE SITES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, Skillful’s, the Markle Foundation’s, their affiliates and their respective Representatives’ liability will be limited to the fullest extent permitted by applicable law.

Intellectual Property

Copyright and Ownership. All of the content featured or displayed on the Sites, including without limitation text, software, software applications, graphics, photographs, images, moving images, videos, audio, sound, and illustrations (collectively, "Content"), is owned by Skillful, its licensors, vendors, agents, partners, and/or content providers, as applicable. All elements of the Sites, including without limitation the Content, the general design of the Sites, and the software, applications, Widgets, and other technology used in connection with the Sites, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. Any unauthorized use of the Sites may violate copyright laws, laws of privacy and publicity, and other laws and regulations. Skillful reserves the right to track the usage of Content.

Except as expressly permitted in the Creative Commons section below or as specifically set forth on the Sites in connection with particular Content, you may not copy, reproduce, distribute, publish, enter into a database, perform, modify, create derivative works from, transmit, or in any way exploit the Content, except as permitted under the last sentence of this paragraph and except that you may make one print copy of a reasonable number of pages of the Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution. In using Content, you may not (1) state or imply that Skillful is endorsing you, your viewpoints, or any of the products or services that you or your organization may provide, (2) represent that you or your organization has a relationship with Skillful or any of the events, products, or services that Skillful provides unless that relationship is the subject of a written agreement with Skillful that permits public disclosure of such relationship, or (3) remove or change any copyright, trademark, or other proprietary notices on the Content. We respect the right of others to make "fair use" of the materials contained on the Sites; accordingly, you may from time to time excerpt and use materials on the Sites consistent with the principles of "fair use."

Takedown Notices. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U. S. Digital Millennium Copyright Act. If you believe that any Content infringes your intellectual property rights, please notify Skillful as set forth below in this section.

Skillful will investigate notices of claimed copyright infringement and other intellectual property violations that it receives and take necessary actions under the Digital Millennium Copyright Act (“DMCA”) regarding any asserted or actual infringement. To report such a claim, email Skillful’s “Designated Copyright Agent” or “DMCA Agent” at webmaster@skillful.com with the Subject line “Takedown Request Per DMCA”. You may also contact this DMCA Agent at: [10 Rockefeller Plaza, 16th Floor, New York, NY 10020-1903]. This notice must be written and must contain the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right infringed;
  • A description of the copyrighted work or other intellectual property right that you claim has been infringed;
  • A description of the material that you claim is infringing and the location where the infringing material resides on the Sites (such as a link to such material);
  • Your street address, telephone number, and email address;
  • A statement that you have a good faith belief that the asserted infringing use is not authorized by the copyright or other intellectual property owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that all of this information recited above in your notice is accurate and complete and that you are the owner or authorized to act on behalf of the copyright owner or other intellectual property owner.

Trademarks. Certain trademarks used on the Sites (including, but not limited to, the SKILLFUL, MARKLE, and REWORK AMERICA names and logos) (collectively, the "Marks") are trademarks or registered trademarks of Skillful or its licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks, or any marks confusingly similar to any of the Marks, in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without Skillful's prior written consent and then only in compliance with Markle’s SKILLFUL Branding Guidelines as set forth at https://www.skillful.com/sites/default/files/2020-10/Skillful-Brand-Manual-2018-11-21.pdf as such guidelines may be amended from time to time at Skillful’s sole discretion. The use of the Marks on any other site or network computer environment is not allowed.

Creative Commons. As part of its mission, Skillful aspires to use its assets wisely to achieve the greatest possible impact. We believe that making our work openly available and free to the public will contribute to this mission. Our intention is to assure that the intellectual fruits of the works we develop and commission, other than material of purely internal application, are easy to find and available for sharing in order to maximize their impact and hence the public benefit. Therefore, a Creative Commons license applies to those particular publications, reports, and videos on the Sites that bear the Creative Commons symbol.

Embeddable Player and Widgets

To the extent that Skillful makes available to you through the Sites (or otherwise) an embeddable player for viewing video and playing audio Content from the Sites (the "Embeddable Player") and/or "widgets" to obtain access to Content from the Sites ("Widgets"), you agree as a condition to accessing and using such items that:

  • You will not alter or modify any part of the Embeddable Player, the Widgets or any of their related technologies.
  • You will include a prominent link back to the Sites on the pages containing the Embeddable Player and/or Widgets, and you may not modify, build upon or block any portion of the Embeddable Player and/or Widgets in any way.
  • You will not use the Embeddable Player and/or Widgets for any commercial use without the prior written authorization of Skillful. Prohibited commercial uses include any of the following actions taken without Skillful's prior written approval: sale of access to the Sites or its related services (such as the Embeddable Player and Widgets) on another website and use of the Sites or its related services (such as the Embeddable Player and Widgets), for the primary purpose of gaining advertising or subscription revenue.

Services

On the Sites, we may offer blogs, webcasts, online communities, forums, and other services that provide an opportunity for you to post or otherwise transmit comments and other content to the Sites (collectively, the "Services"). The use of the Services is subject to these Terms and Conditions and any additional provisions that may be specified as a condition to using the Services. Some Services may allow users to submit Content that contains personally identifiable information. Please review our Privacy Policy before providing any personally identifiable information.

Accounts. In order to access certain Services, you may need to register and create an account with Skillful. When you register, you will be asked to provide certain information such as your name and email address and information applicable to the Services you seek to access. When creating an account, you agree to provide only accurate, current, and complete information, and you agree to keep your account information up-to-date if any of such information changes.

Use of the Services. All users of the Services must agree to act responsibly. We do not control the Content posted by users through the Services and, as such, do not guarantee the accuracy, integrity, quality, or availability of such Content.

We do not censor the Content being posted, and you should not assume that we review all Content being posted. Nonetheless, we reserve the right to modify, to not post, or to remove after its posting, any Content for any or no reason in our sole discretion. Content may be removed immediately and without prior notice, and further postings by the individual and/or entity may be blocked. For Content that is covered by intellectual property rights, like photos, documents, etc., you grant Skillful a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, display, and distribute any Content that you post on or in connection with the Services.

We offer Services in order to encourage a healthy exchange of ideas. To achieve that objective, postings to those Services must be respectful and comply with the law. Therefore, postings to the Services are subject to the following guidelines:

1. As a private foundation, we are prohibited from supporting attempts to influence the outcome of any election for public office or engaging in lobbying activity. Therefore, the following types of Content are prohibited:

  • Content that expressly or impliedly endorses any candidate for public office;
  • Content that encourages others to contact a government official to express support for, or opposition to, any legislation (including specific legislative proposals that have not yet been introduced); and
  • hyperlinks to website pages that contain these types of content or direct others to such materials.

2. In order that we may encourage a healthy exchange of ideas, discourse must be respectful. Do not post Content that:

  • is posted anonymously;
  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, sexually explicit, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  • falsely states or misrepresents your identity;
  • represents confidential business or personal information of a third party, or content that infringes upon any trademark, trade secret, copyright, or other proprietary right of another party;
  • disparage or injure the reputation or goodwill of Skillful or the Markle Foundation;
  • makes available unsolicited or unauthorized advertising, promotional materials, sweepstakes, "junk mail," "spam," "chain letters," "pyramid schemes," or any similar form of solicitation;
  • contains viruses or other malicious code;
  • is fraudulent, false, inaccurate, or misleading; or
  • violates any law, ordinance, or regulation, exposes us or other users to liability; promotes illegal activities, or is harmful to minors.

Access and Interference

By accessing the Sites, you agree to abide by all security and safety measures established by Skillful or its licensors, partners, or service providers. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Sites or features that prevent or restrict use or copying of any content or enforce limitations on use of the Sites or the Content. Skillful reserves the right, for any reason, at its sole discretion, to terminate, change, suspend, or discontinue any aspect of the Sites at any time. Skillful may also impose limits on certain features of the Sites or restrict access to any part or all of the Sites without notice or penalty.

You agree that you will not use any bot, crawler, harvester, indexer, robot, spider, scraper, or any other automated means to access, compile, read, or gather Content from the Sites automatically.

Additionally, you agree that you will not: (a) take any action that, in our sole discretion, imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (b) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; (c) bypass any measures we may use to prevent or restrict access to the Sites; (d) attempt to decompile, decipher, or reverse engineer any of the software used by Skillful and/or its licensors as part of the Sites; (e) use another person’s account or allow another person to use your account; (f) use the Sites for any use other than your own personal and internal business use; or () use the Sites for any purpose that is unlawful or prohibited by these Terms and Conditions.

Information that Skillful publishes on the Sites may contain references or cross-references to products, programs, services, or offers that are not available in your location. Any opinions, advice, statements, services, offers, or other information expressed or made available by third parties, including users or others, are those of the respective author(s) and do not necessarily state or reflect the views, findings, or opinions of Skillful. Any description or reference to non-Skillful products, programs, services, offers, or individuals on the Sites is for informational purposes only and shall not constitute an endorsement or a recommendation of such products, programs, services, offers, or individuals by Skillful.

Indemnification

You agree to indemnify, defend, and hold harmless Skillful, the Markle Foundation, and their respective Representatives from and against any and all losses, damages, liabilities, and costs of every nature, including without limitation as a result of any actual or threatened claims, incurred by any of them in connection with, related to, or arising out of: (i) your use of the Sites, including any Content on the Sites, (ii) any assistance or Services provided by us and/or any of the Representatives to you, (iii) any alleged unauthorized use of the Sites by you, or (iv) any breach or alleged or threatened breach by you of these Terms and Conditions. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our prior written consent. Your obligation to indemnify, defend, and hold harmless shall be limited to the extent that you are afforded sovereign immunity under applicable federal, state, or local laws. In such cases where your obligation to indemnify may be limited due to the requirements of federal, state, or local laws, you shall be responsible for the negligent acts and omissions of your agents and employees causing harm to persons not a party to these Terms and Conditions.

Release

In the event that you have a dispute with one or more other users of the Sites, you release Skillful, the Markle Foundation, and their respective Representatives 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 dispute.

Third-Party Sites and Linking

As a convenience to users, the Sites may contain links to websites operated by third parties (including without limitation our partners) ("Third-Party Sites"). Third-Party Sites are not under the control of Skillful, and, as such, access to and use of such Third-Party Sites is at your own risk and subject to corresponding third-party, and not Skillful’s, terms of use and privacy policies. Skillful is not responsible for, does not endorse, and hereby disclaims any and all content, advice, or services found, learned, available, or provided on such Third-Party Sites. The fact that we provide a link to a Third-Party Site does not necessarily mean that we endorse, authorize, or sponsor that Third-Party Site, nor that we are affiliated with the Third-Party Site.

Except as otherwise specifically set forth in a written agreement between you and Skillful, you must adhere to Skillful’s linking policy as follows:

  • the appearance, position, and other attributes of a link may not be such as to damage or dilute the goodwill associated with Skillful’s name or any Skillful trademark or service mark;
  • the appearance, position, and other attributes of a link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Skillful;
  • when selected by a user, a link must display the Site on full-screen and not within a "frame" on the linking site;
  • unless we enter into a specific written agreement with you, you may not use the Marks or any of our other trademarks, service marks, trade names, logos, designs, or slogans in any "metatag" or other information used by search engines or other information location tools to identify and select sites or in or with your links, except that you may link to the Site using the plain text name of the Site or the plain text name of the Markle Foundation and/or the Skillful initiative.
  • your site must not present false information about us or our products or services;
  • your site must not contain any content that could be construed as distasteful, offensive, or controversial; and
  • we reserve the right to revoke our consent to a link at any time in our sole discretion, and you agree that, should we request the deletion of a link to the applicable Site that is within your control, you will delete the link promptly.

Applicable Law and Jurisdiction; Dispute Resolution

The Sites are controlled and operated from Skillful’s offices in the State of New York. By accessing the Sites, you agree to be bound by these Terms and Conditions, which are governed by and shall be construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws principles. All activity occurring in connection with the Sites (including, but not limited to, accessing pages, downloading materials, etc.) is presumed to occur in the State of New York.

If any controversy or claim between you and Skillful arises out of your use of the Sites or these Terms and Conditions (a “Dispute”) that is not resolved through direct discussions or mediation, the Dispute shall be resolved by final and binding confidential arbitration before a single neutral arbitrator administered by the American Arbitration Association in accordance with its consumer arbitration rules or subsequent versions thereof (“AAA Rules,” available at www.adr.org) or, if the claims qualify, in small claims court. Disputes include, but are not limited to: (i) all claims arising out of or relating to any aspect of the relationship between you and Skillful, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; and (ii) all claims that may arise after termination of these Terms and Conditions and/or your use of the Sites or Services that arise out of your previous use of the Sites or Services. In arbitration there is no judge or jury, and court review of an arbitration award may be limited. However, an arbitrator can award on an individual basis the same damages and relief as a court. To begin an arbitration proceeding, the party bringing a claim must send a letter by certified mail to the other party requesting arbitration that describes the claim and specific relief sought. We will send the letter to the address or other contact information you have provided us. You must send the letter to us at the contact information provided below in the Notice section. The AAA Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be experienced and licensed to practice law in New York. You may choose to have the arbitration conducted by telephone, based on written submissions or in person in the county where you live or at another mutually agreed location. We each agree that the statute of limitations for asserting any claims arising out of use of the Sites or Services or these Terms and Conditions shall be a period of one year from your last use of the Sites or Services. We each agree that any and all disputes, claims, and causes of actions arising out of or connected with these Terms and Conditions or the Sites shall be resolved individually, without resort to any form of class, consolidated, or representative action. Notwithstanding the foregoing, either of us may bring suit in court to enjoin infringement or other misuse of confidential information or intellectual property rights. If for any reason a claim proceeds in court rather than in arbitration, we each hereby consent to the jurisdiction of the state and federal courts located in New York, and irrevocably waive any right we each may otherwise have to challenge the appropriateness of such forums on any basis, including but not limited to lack of personal jurisdiction, improper venue, or inconvenience of the forum, and waive any right to a jury trial. This dispute provision will survive termination of these Terms and Conditions.

You have the right to opt out and not be bound by the dispute resolution provision set forth above by sending a written notice of your decision to opt-out to the contact information provided below in the Notice section, with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Sites; otherwise, you will be bound to arbitrate disputes in accordance with this section. Note that if you opt out of these arbitration provisions, Skillful also will not be bound by them.

Geographic Restrictions

We provide the Sites for use only by persons located in the United States. We make no claims that the Sites or any Content is accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Electronic Communications; Binding and Entire Agreement

You agree that (a) these Terms and Conditions constitute an agreement signed by you under applicable law; (b) any notices or other communication regarding your use of the Sites may be provided to you electronically (by posting on the Sites, by e-mail, and other electronic formats) and will be considered received upon posting or other distribution. These Terms and Conditions (including the Privacy Policy) constitute the entire agreement between you and Skillful regarding the Sites and supersede all other agreements, oral or written, concerning its subject matter; provided, however, that if you have entered into a SKILLFUL Brand License Agreement with Skillful or any written agreement with Skillful that expressly provides that it supersedes these Terms and Conditions (collectively, "Other Skillful Agreements"), these Terms and Conditions do not supersede such Other Skillful Agreements and in the event of a conflict between any provisions of these Terms and Conditions and any provisions of any Other Skillful Agreement(s), the provisions of the Other Skillful Agreement(s) shall govern. You consent to the use of the English language in these Terms and Conditions and all documents or notices relating to them and your use of the Sites.

Severability

If any of these Terms and Conditions is determined to be invalid, void, or unenforceable for any reason, then the unenforceable provision will be deemed amended in a manner that will most nearly carry out the intent of the provision to the fullest extent permitted by applicable law or deleted if amendment is not possible, and the remaining Terms and Conditions will be enforceable to the fullest extent permitted by law.

No Waiver

Any waiver of any provision of these Terms and Conditions must be in writing. Skillful's failure to enforce these Terms and Conditions in every instance in which they might apply is not a waiver of any of Skillful's rights, and Skillful reserves its right to take all legal steps available to enforce these Terms and Conditions.

Termination

We reserve the right to terminate, in whole or in part, the Sites, any or all of the Services and/or these Terms and Conditions at any time without notice for any reason, without any liability to you, including, in the case of these Terms and Conditions, for your violation of any of its provisions. The Disclaimer of Warranties, Limitation of Liability, Indemnification, Release, and Applicable Law and Jurisdiction provisions of these Terms and Conditions shall survive any termination of these Terms and Conditions.

Notice

Notices to you may be sent via email or regular mail to the address that you provided to Skillful. The Services may also provide notices of changes to these Terms and Conditions or other matters by displaying notices or links to notices to you generally on the Sites. If you wish to contact Skillful or deliver any notice, you can do so at 10 Rockefeller Plaza, 16th Flr., New York, NY 10020 or via email to info@Skillful.com