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Skillsetter Inc. Service Subscriber Terms of Service
Last revised: August 25, 2022
Theravue Inc., a Canadian corporation doing business as Skillsetter (“Skillsetter”, “we”, or “us”), has created, developed, and markets and sells, an online (cloud-hosted) skill building system (the “Service”) designed for: (1) the primary purpose of allowing educational institutions and their instructors and students to engage in deliberate practice of psychotherapy skills; and (2) ancillary purposes including allowing educational institutions and researchers to carry out research and development activities associated with the deliberate practice of psychotherapy skills. Skillsetter makes the Service available to registered users of the Service (each, a “User”) on a licensed subscription basis through the www.skillsetter.com website (the “Website”).
For each User, these Terms of Service constitute, and will be interpreted as, an agreement between each such User and Skillsetter and not an agreement amongst all Users and Skillsetter.
Accepting the Terms
It is important that you read these Terms carefully. If you do not agree to these Terms, please do not use the Service and exit now.
By: (1) clicking “ACCEPT” or otherwise indicating assent to these Terms electronically; or (2) accessing or using the Service, you affirm that you have read, understand, and agree to be bound by these Terms. If the individual who is providing this affirmation and agreement to be bound by these Terms is doing so on behalf of a corporation or other legal entity, such as, for example, his or her employer, such individual represents and warrants to Skillsetter that he or she is authorized to provide such affirmation and agreement to be bound by these Terms on behalf of such corporation or other legal entity.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT: (1) CLICK “ACCEPT” OR OTHERWISE ASSENT TO THESE TERMS ELECTRONICALLY; OR (2) ACCESS OR USE THE SERVICE.
By accessing or using the Service, you represent and warrant that:
you have read, understood, and agree to be bound by these Terms of Service, as they may be amended from time to time;
you are at least the age of majority in your jurisdiction of residence and have the capacity to be bound by these Terms of Service; and
Grant of Limited License
Subject to your compliance with these Terms of Service and your continued payment of any fees applicable to your use of the Service, Skillsetter grants you a limited, non-exclusive license and right (the “License”) to access and use the Service (and any content and materials made available to you by Skillsetter in connection with your use of Service (collectively, the “Skillsetter Content”)).
This License may be revoked upon breach of these Terms by you and will automatically be revoked upon termination or expiration of your subscription to use the Service.
Using the Service
Creating an Account
To access and use the features of the Service intended for use by Users, you must first register a user account with Skillsetter (your “Account”). In connection with the registration process, we may require you to create a password for your Account (your “Password”) and to provide certain information which may include (as applicable) your first and last name, email address, telephone number, profession, credit card information, and any other information required to deliver the Service to you. When you complete the registration process, you will be subject to the applicable payment terms as set forth on our pricing page.
Key Restrictions, Requirements, and Limitations
You acknowledge and agree to the following restrictions, requirements, and limitations in connection with your access to and use of the Service:
Safeguarding Access and Data. To protect the security and integrity of the Service and your Account, including any of your data and information, you will: (a) protect and not share your Password with others; (b) only access the Service using secure networks; (c) not attempt to gain unauthorized access to the Service or any of Skillsetter’s systems or networks related to the Service; (d) maintain updated internet security and virus protection software on the devices and computer systems you use to access the Service; (e) immediately change your Password and contact firstname.lastname@example.org if there is a suspicion that your Password has been compromised or if there is another security or privacy concern with your Account; (f) not launch or facilitate, whether intentionally or unintentionally, a denial of service attack on any of the Service, the Users, or Skillsetter; and (g) not otherwise interfere with or disrupt the integrity, availability, reliability, or performance of the Service or the data contained therein.
No Advertising or Commercial Solicitation. You will not advertise or solicit any User to buy or sell any products or services through the Website or the Service.
Unique and Bona Fide Profile. As a potential member of a consultation group, your use of the Service must be for bona fide therapy improvement purposes in order to maintain the integrity of the Service (for example, you may not participate in a consultation group to compile or perform market research or to write a school research paper). From time to time, Skillsetter may create test profiles in order to monitor the operation of the Service.
No Copying or Harvesting of Site Content. No portion of this Website or the Service, including but not limited to, User names, addresses, phone numbers, email addresses, or copyrighted text may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose such as for use on a "mirrored", competitive, or third party site without express written consent of Skillsetter. Without limiting the foregoing, you may not: (a) make use of data mining, robots, or similar data gathering and extraction tools on the Website or the Service; (b) frame or utilize framing techniques to enclose any of Skillsetter’s trademarks, logos, or other proprietary information (including images, text, page layout, or form); and (c) use any meta tags or any other “hidden text” utilizing Skillsetter’s name, trademarks or other proprietary information.
Geographic and Legal Limitations. You will only use the Services in a manner consistent with these Terms of Service and any and all applicable local, state, provincial, territorial, federal, national and international laws and regulations. The Service may not be used where prohibited by law. To the extent that the Service or its use are prohibited by law in your jurisdiction, you may not use the Service and your License will be void.
Information Submitted. You are solely responsible for, and assume all liability regarding: (a) the information and content you contribute to the Service; (b) the information and content you post, transmit, publish, or otherwise make available through the Service or the Website; and (b) your interactions with other Users through the Service or the Website.
Posting and Communication Restrictions You will not transmit, input, or communicate content (or links thereto), or otherwise engage in any activity, on the Website or through the Service, that:
- collects or solicits personal information about anyone under 18 years of age (or the age of majority in your jurisdiction, if it is older);
- promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
- is intended to or tends to harass, annoy, threaten, or intimidate any other Users;
- is defamatory, inaccurate, abusive, obscene, profane, offensive, sexually explicit, obscene, or otherwise objectionable;
- contains others’ copyrighted content (e.g., articles, videos, photographs, images, etc.) without obtaining permission first;
- promotes or enables illegal or unlawful activities (such as, for example, instructions on how to make or buy illegal weapons or drugs, violate someone’s privacy, harm or harass another person, obtain others’ identity information, create or disseminate computer viruses, or circumvent copy-protect devices);
- is intended to defraud, swindle, or deceive other Users;
- contains viruses, time bombs, trojan horses, cancelbots, worms, or other harmful or disruptive codes, components or devices;
- promotes or solicits involvement in or support of a political platform, religion, cult, or sect;
- disseminates or otherwise discloses another person’s personal information without his or her prior permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;
- is off-topic, meaningless, or otherwise intended to annoy or interfere with others’ enjoyment of the Service or the Website;
- impersonates or otherwise misrepresents affiliation, connection, or association with any person or entity;
- solicits gambling or engages in any gambling or similar activity;
- uses scripts, bots, or other automated technology to access the Website or the Service;
- uses the Website or the Service for chain letter, junk mail, or spam e-mails; or
- is in any way used for or in connection with spamming, phishing, trolling, or similar activities.
No False Information. You will not provide inaccurate, misleading or false information to Skillsetter or to any other User. If information provided to Skillsetter or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Skillsetter of such change.
Voluntary Use. Your use of the Website and the Service is voluntary and at your discretion. You understand that when using the Service, you may come across material that you find objectionable, offensive, or indecent and agree that you are using the Service voluntarily and at your own risk.
Permitted Use. You will use the Website and the Service only as permitted by Skillsetter and not attempt to harm or circumvent any of their security features or use the Service for any purpose other than as described in these Terms of Service or other written agreement you may have with Skillsetter.
Downtime. The Service may be temporarily unavailable from time to time for maintenance or other reasons. In connection with such downtime or otherwise, Skillsetter assumes no responsibility or liability associated with the unavailability of the Service.
No obligation to intervene in disputes between Users. You agree that Skillsetter has no duty or obligation to enforce, mediate, adjudicate, or otherwise resolve disputes between any Users.
Your compliance with the above-referenced restrictions, requirements, and limitations is necessary for your access to and use of the Service. Should Skillsetter find that you have violated any of the foregoing or any other terms stated herein, Skillsetter reserves the right, at its sole discretion, to immediately terminate the License, your Account, and your access to the Service.
You understand and agree that:
You are solely responsible for any breach of your obligations under these Terms of Service and for the consequences of any such breach. Skillsetter has no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that you or any other person (including Skillsetter) may incur).
Skillsetter is providing a service intended to facilitate and support communication between, as applicable, educational institutions, their instructors and students, and other professionals. Skillsetter is not responsible for the content, character, accuracy, or clinical appropriateness of information or content provided by another User.
The appropriateness of all consultation data provided by another User should, like other input provided by colleagues or other interested parties, be weighed by you.
The information you encounter/receive while using Skillsetter is solely advisory in nature and you retain the ultimate responsibility for all clinical work. Any reliance by you upon the Service will not, as applicable, shift the duties owed by you to your clients toward Skillsetter.
The Service is not intended to be and, to the extent practicable, should not be used as a service for the primary storage of confidential or protected data. To the extent practicable, you will not use the Service to maintain or store education records. To the extent that you have any obligation to maintain any such records and information, you will ensure that the Service is not your sole or primary storage medium for such records and information and, to the extent any such records or information are stored by you in the Service, you will also independently maintain a duplicate of any such records and information separate and apart from the Service.
You must not generate, collect, record, transmit, or store in or through the Service any information or data that constitutes electronic health records, protected health information, or personal health information for any individual under any legislation that governs the protection of an individual’s health or medical records, including, without limitation, the United States’ Health Insurance Portability and Accountability Act (“HIPAA”).
Third Party Links
The Website and the Service may include links to third-party websites or resources. Such links are provided as a convenience to you only and do not imply an endorsement, warranty, or guarantee by Skillsetter of any such linked site or the company it purports to represent. Skillsetter does not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should you elect to enter into an agreement or contract with any such website, you agree to hold Skillsetter harmless and hereby release Skillsetter from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.
Intellectual Property and Ownership Rights
For the purposes of these Terms of Service:
“Intellectual Property” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
“Subscriber Data” means any documents, data, or information submitted, transmitted, inputted, or uploaded by you through or to the Service or otherwise provided by you to Skillsetter in connection with your access to and use of the Service.
Rights in and to the Service
Access to and use of the Service is licensed, not sold, to You. The Service and the Skillsetter Content constitute Intellectual Property of, and are owned by, Skillsetter and, as applicable, its suppliers and licensors. The Service and any Intellectual Property underlying the Service, including but not limited to the software and associated code that operates the Service are, and will be and remain the exclusive property of Skillsetter or, as applicable, its suppliers and licensors. Skillsetter’s rights in this regard are protected by law, including but not limited to the copyright laws of the United States, Canada, and other countries, and by international treaty provisions. Except as specifically set forth herein, these Terms of Service do not and will not constitute an express or implied license or grant to you (or any other person) of any rights to or under any of Skillsetter’s Intellectual Property.
You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Intellectual Property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Service. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Service or the Skillsetter Content or to create derivative works based on the Service or the Skillsetter Content.
Skillsetter reserves the right to pre-screen, review, filter, modify, flag, refuse, or remove any or all Skillsetter Content from the Service at any time, at our sole discretion.
Skillsetter may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names, and other distinctive brand features which we use in connection with our operations or the Service. Neither Skillsetter nor these Terms of Service grant you any rights in connection with any such Intellectual Property.
Feedback and Improvements
You grant to Skillsetter a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback that you provide, directly or indirectly, to Skillsetter relating to the appearance, operation, or functionality of the Service.
Rights to Subscriber Data
With respect to any and all Subscriber Data, you represent and warrant that you have the right to make use of such Subscriber Data in connection with the Service and, as applicable, provide it to Skillsetter and you have no reason to believe that you are violating the rights of any other person or any contract or other obligation to which you are subject. You agree that Skillsetter has no responsibility to protect or enforce your rights on your behalf with respect to Subscriber Data.
Skillsetter does not warrant that the service will meet your requirements or needs, or that operation of the service will be uninterrupted, or that the service will be error-free, or that any defects or errors in the service will be corrected. Your use of and reliance upon the service and any Skillsetter content are entirely at your own risk.
Except as may otherwise be set forth in these terms of service, to the maximum extent permitted by applicable law, the service is provided on an “as is” and “as available” basis, and Skillsetter disclaims any and all other promises, representations, and warranties, whether express or implied, including, but not limited to, any warranties of: (a) merchantability or fitness for a particular purpose; (b) accuracy or completeness of responses, results, or informational content (including any Skillsetter content); (c) title or non-infringement or non- misappropriation of intellectual property rights of a third party; or (d) integration and compatibility of the service with third party hardware. Skillsetter shall not be responsible for problems in the interaction of the service with any hardware or other software products you may be using.
Limitation of Liability
In no event will Skillsetter, nor any of its or its affiliates’ respective directors, officers, employees, other personnel, or shareholders (collectively, the “Skillsetter parties”), be liable for any special, incidental, indirect, punitive, reliance, cover, or consequential damages whatsoever (including but not limited to, damages for: loss of profits; loss of confidential or other information; business interruption; loss of privacy; loss or damage of or to property, systems, records, or data; failure to meet any duty including of good faith or of reasonable care; negligence; and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the service, the provision of or failure to provide support services, third party claims, liabilities related to an individual’s privacy right, or otherwise under or in connection with any provision of these terms of service, even in the event of the fault, tort (including negligence), strict liability, or breach of warranty of an Skillsetter party, and even if a Skillsetter party has been advised of the possibility of such damages.
The Skillsetter parties shall have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from: (a) your use of any version of the service other than the then-current unmodified version made available to you by Skillsetter; (b) problems caused by failed internet connections or other hardware, software or equipment which is not owned, controlled or operated by Skillsetter; (c) any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet or other equipment, outside of Skillsetter’s control; (d) nonconformities resulting from misuse, abuse, negligence, or improper or unauthorized use of all or any part of the service; (e) problems or errors caused by any of your or any third party’s products, services or equipment; or (f) modification, amendment, revision, or change to any part of the service by any person other than Skillsetter or a Skillsetter authorized representative.
You are solely responsible and liable for verifying the security, accuracy and adequacy of any output from the service, and for any reliance thereon.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of the Skillsetter parties and any supplier or licensor of Skillsetter under any provision of these terms of service and your exclusive remedy for all of the foregoing will in no case exceed the amount actually paid by you to Skillsetter for the service in the preceding three (3) month period.
The foregoing limitations of liability will apply to the maximum extent permitted by applicable law.
It is acknowledged that that the fees are based in part on the limitations in this section and that Skillsetter would not have agreed to these terms of service with you but for such limitations.
You agree that you will defend, indemnify and hold harmless the Skillsetter Parties from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally: your breach of these Terms; your access to and/or use of the Service; and any loss of, or damage to, any property, or injury to, or death of, any person (including You) caused by Your access to and/or use of the Service; and (b) specifically, your breach or violation of any of Skillsetter’s (or its suppliers or licensors) Intellectual Property rights in and to the Service or the Skillsetter Content.
You agree that you will be solely responsible for all activities that occur under your Account, whether you are aware of them or not. You agree to hold the Skillsetter Parties harmless and release the Skillsetter Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your Password or Account, either with or without your knowledge. You agree to indemnify the Skillsetter Parties for any damages, third party claims or liabilities whatsoever that they may incur as a result of activities that occur on or through your Account, whether or not you were directly or personally responsible.
Duration of The Service and Termination
Subject to these Terms of Service, your subscription to access and use the Service will continue for the specified term of your subscription (if any) after which you may end your subscription by canceling your Account through the Account Settings page.
Skillsetter may terminate or temporarily suspend the License and your subscription to access and use the Service immediately at any time and for any reason including, but not limited to, a breach of these Terms of Service. Without limiting the generality of the foregoing, this may include the following circumstances:
if you have missed a payment for your use of the Service;
if required to terminate the relationship by law;
if providing the Service is no longer commercially viable for Skillsetter; or
any other reason, as solely determined by Skillsetter, if such action is reasonably prudent to maintain the integrity of the Skillsetter brand, or the security or integrity of the Service.
If the License or your access to the Service is cancelled, terminated, or temporarily suspended:
the License will be deemed to have been revoked;
you will not be permitted to use (and you will discontinue use of) the Service and any Skillsetter Content;
we may delete all data and information associated with your Account;
Skillsetter may exercise whatever means it deems necessary to prevent unauthorized access to your Account, the Website, or the Service, including but not limited to technological barriers, IP mapping, and direct contact with your Internet service provider; and
The provisions of these Terms of Service which, by their terms, require performance after the expiration or termination of the License, your subscription for the Service, or these Terms of Service, will survive the expiration or termination of the License, your subscription for the Service, or these Terms of Service.
Modifications to the Terms, Service, or Website
We may amend these Terms of Service without notice to Users for non-material amendments. For any material amendments, we will take commercially reasonable efforts to provide you with notice of such amendments (including changes in pricing) by setting out (as applicable):
the new or amended Terms of Service;
a summary of the amendments;
the date the amendments will come into force; and
your rights as a User.
We highly recommend that Users read any notice of amendments (and the corresponding amendments) carefully. We have the right to assume that you have accepted any amendment to these Terms of Service, unless you notify Skillsetter to the contrary no later than thirty (30) days after the amendment comes into force that you desire to cancel the contract or deregister or unsubscribe from access to the Service. We will post the most current Terms of Service on the Website and your use of the Service is, at any point in time, subject to the most current Terms of Service as posted on the Website at such time.
With a view to: (a) maintaining or improving the functionality and utility of the Service; and (b) complying with applicable laws, regulations, and rules that may be applicable to the provision of the Service by Skillsetter, we may, from time to time at our reasonable discretion, add, discontinue, modify, or revise any aspect, mode, or design of the Service or the Website, which may include, but are not limited to the:
scope of the features of the Service;
timing of the features of the Service;
software/hardware required for access to the Service; and
geographic locations or jurisdictions in which certain features of the Service may be available.
Governing Law and Forum of Disputes
The laws of the Province of British Columbia, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and Skillsetter. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the province of British Columbia, Canada, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of British Columbia, Canada. You agree to pay reasonable attorneys' fees and court costs incurred by Skillsetter to collect any unpaid fees owed by you.
We will not be liable for any delay or failure in performance of the Service or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of these Terms is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
You may not, without our prior written consent, assign or otherwise transfer any of your rights and obligations under these Terms or the License, in whole or in part, to any third party and any attempt to do so will be a material default of these Terms and will be void. We may assign any of our rights and obligations under these Terms or the License to any third party at any time in our sole discretion. These Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
Waiver of Terms
If Skillsetter does not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of Skillsetter’s rights and that those rights or remedies will still be available to Skillsetter. Waivers must be in written form and signed by an authorized representative of Skillsetter.
Survival of Terms
All of your covenants, agreements, representations, and warranties made in these Terms, except where otherwise indicated in these Terms, shall survive your acceptance of these Terms and the termination of our relationship.
The insertions of headings in these Terms are for reference purposes only and are not to affect the interpretation of these Terms.
For the purposes of these Terms of Service, a “Supplemental Agreement” means any other valid and enforceable written agreement entered into between you and Skillsetter directly related to your access to and use of the Service.
If you have any questions or comments regarding these Terms, please contact our head office by email at email@example.com.
By providing us with your e-mail address, you agree to receive all communication from us required to maintain your access to and security while using the Website and the Service electronically, to that e-mail address. If you update or change that e-mail address, it is your responsibility to notify us of any such change.