The information (“Information”) accessible by you (“Visitor”) using the Upskillist.pro website.
1. OUR CONTRACT WITH YOU
- These Terms are written in English.
2. WHO WE ARE AND HOW TO CONTACT US
- Who we are. Ed Tech Services is a New Hampshire limited liability company.
- How to contact us. You can contact us by writing to us here
- How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
- “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
- “Website” refers to the website https://www.upskillist.pro/.
3. YOUR PERSONAL DATA
4. OUR RIGHT TO MAKE CHANGES
- If we make any material change to these Terms, we’ll give you advance notice of the change. Please read any such notices carefully. Your continued use of the service after changes become effective shall mean that you accept those changes. If you do not wish to continue using the Service under the new version of the Terms, you may cancel your License by contacting us here
- The Services enable the Licensee to connect to recorded instruction, tutoring, and the courses. The Services include, without limitation, facilitating and delivering Courses and supporting materials.
- You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with your access to and use of the Services, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.
- If You elect to access or use our Services that involve payment of a fee, then you agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If you provide credit card information to pay for such fees then you hereby represent and warrant that you are authorized to supply such information and hereby authorize Upskillist to charge your credit card on a regular basis to pay the fees as they are due.
- If your payment method fails or your account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with Us and/or retaining collection agencies and legal counsel. We may also block your access to any of the Services pending resolution of any amounts due by You to Upskillist post 25 days of payment failed.
- All of your use, access and other activities relating to the Services must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. Further, access to our Services from territories where their contents are illegal is prohibited. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States of America or the country in which You reside. You must agree to abide by all local rules regarding online conduct and acceptable content.
- Your Upskillist.pro License may start with a trial. The trial period of your license may vary depending on the promotion in place at the time of sign up.,
- During your Trial period you will get access to a set number of courses and Lessons as indicated at the time of registration.
- At the end of this period, you have the option to try the Enterprise service to extend the content available to you at the price on sign up.
- Billing Cycle. The License will be billed as per your contract or as defined at the time of signup. You will be billed to your Payment Method on the calendar day corresponding to the commencement of your paid License.
- Payment Methods. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may
- terminate our contract with you; and/or
- suspend your access to the service until we have obtained a valid Payment Method. If we suspend Your access, you authorize us to continue billing the Payment Method, as it may be updated and you remain responsible for any uncollected amounts. This may result in a change to your payment billing dates.
- For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
- If you want to enquire about a payment made on your account, please contact us here
8. TERM and TERMINATION
- Term. The Agreement (including these Enterprise License Terms) is effective as of the Effective Date and expires on the date of expiration or termination of all Licenses.
- This Agreement shall be renewed automatically annually unless either party gives
written notice to the other at least sixty (60) days prior to the expiration of any term
of the Executive’s or Company’s intention not to renew.
- Termination for Cause. Either party may terminate the Agreement (and all related Order Forms) if the other party (a) fails to cure any material breach of the Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
- Effect of Termination. Upon any expiration or termination of the applicable License Term or the Agreement, Customer shall immediately cease all use of and access to Ed Tech Services T/A Upskillist Materials made available in connection with the applicable License, including the Ed Tech Services T/A Upskillist Platform and any Online Course. Customer acknowledges that following termination it shall have no further access to any Ed Tech Services T/A Upskillist Materials, and that Ed Tech Services T/A Upskillist may delete any such data as may have been stored by Ed Tech Services T/A Upskillist at any time. Furthermore, Customer acknowledges that upon any expiration or termination of a Course License, Students will not be able to access or complete any Online Course in progress. Except where an exclusive remedy is specified, the exercise of either party of any remedy under the Agreement, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.
9. LICENSEE WARRANTIES, RIGHTS, REPRESENTATIONS,RESTRICTIONS, AND OBLIGATIONS.
- Licensee promises, acknowledges, and agrees on behalf of itself and any other Licensees added to their License (“Authorized End Users”) that:
- Access privileges may not be transferred to any third-parties;
- It will not access, store, distribute or transmit any Viruses;
- It will comply with all applicable laws and regulations with respect to use of the Services;
- It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
- It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
- It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
- It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Services;
- It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
- It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.
10. AVAILABILITY OF WEBSITE
Licensee recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. Licensee further acknowledges and accepts that the Website will not be available on a continual twenty-four-hour basis due to such delays, or delays caused by the Company’s upgrading, modification, or standard maintenance of the Website.
11. LIMITED WARRANTY
- Limited Warranty. Ed Tech Services T/A Upskillist warrants, for Customer’s benefit only, that it will provide the Online Courses in substantial accordance with the Specifications, including any descriptions set forth on the applicable Order Form. Ed Tech Services T/A Upskillist’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, for Ed Tech Services T/A Upskillist to use commercially reasonable efforts to correct the reported non-conformity, or if Ed Tech Services T/A Upskillist determines such remedy to be impracticable, either party may terminate the applicable License and Customer shall receive as its sole remedy a refund of any fees Customer has pre-paid for use of such License for the terminated portion of the applicable License. The limited warranty set forth in this Section 7.1 shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, or (ii) to access to Online Courses provided on a no-charge or evaluation basis.
- Warranty Disclaimer. a) EXCEPT FOR THE LIMITED WARRANTY IN SECTION 11.1, ALL ONLINE COURSES AND PERFORMANCE DATA ARE PROVIDED “AS IS”. NEITHER ED TECH SERVICES T/A UPSKILLIST NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ED TECH SERVICES T/A UPSKILLIST DOES NOT WARRANT THAT CUSTOMER’S OR ANY LICENSEES USE OF ANY ONLINE COURSE WILL BE UNINTERRUPTED OR ERROR- FREE. ED TECH SERVICES T/A UPSKILLIST SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ED TECH SERVICES T/A UPSKILLIST. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. b) ED TECH SERVICES T/A UPSKILLIST DOES NOT REPRESENT OR WARRANT THAT THE ONLINE COURSES WILL BE ACCURATE, COMPLETE OR CURRENT, MEET CUSTOMER’S NEEDS OR ACHIEVE CUSTOMER’S DESIRED RESULTS OR THAT ANY LICENSEE WILL SUCCESSFULLY COMPLETE AN ONLINE COURSE. ED TECH SERVICES T/A UPSKILLIST IS NOT RESPONSIBLE FOR ANY DECISIONS CUSTOMER MAKES BASED ON PERFORMANCE DATA.
- Third-Party Tools. Ed Tech Services T/A Upskillist may utilize Third-Party Tools (including, for example, Slack, GitHub or YouTube) as the subject matter, as tools related to the subject matter, or to deliver elements of Online Courses. While using Third-Party Tools Students may be subject to such providers’ terms and conditions, and, in any event, Ed Tech Services T/A Upskillist is not responsible for the operation of, or any changes to, Third-Party Tools or the acts or omissions of Third-Party Tool providers.
12. INTELLECTUAL PROPERTY RIGHTS.
Ed Tech Services T/A Upskillist Materials. Customer agrees that Ed Tech Services T/A Upskillist or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to Online Courses, including training videos, Course Materials and the Ed Tech Services T/A Upskillist Platform, performance data, and any and all related and underlying technology, content and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Ed Tech Services T/A Upskillist Materials”). Except for the limited License rights expressly set forth in the Agreement, and not withstanding any use of the words “purchase”, “sale” or like terms, no other rights in any Ed Tech Services T/A Upskillist Materials are granted to Customer.
13. LIMITATION OF REMEDIES AND DAMAGES.
- Consequential Damages Waiver. EXCEPT FOR ANY CLAIM ARISING FROM A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 15 (CONFIDENTIAL INFORMATION), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- Liability Cap. ED TECH SERVICES T/A UPSKILLIST’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ED TECH SERVICES T/A UPSKILLIST DURING THE PRIOR TWELVE (12) MONTHS UNDER THE AGREEMENT.
- Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose
THIS SECTION 14 SETS FORTH ED TECH SERVICES T/A UPSKILLIST’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
- Ed Tech Services T/A Upskillist Indemnification. Ed Tech Services T/A Upskillist shall defend Customer from and against any claim by a third party alleging that an Online Course when used as authorized under the Agreement infringes a copyright or trademark and shall indemnify Customer from and against any damages and costs awarded against Customer or agreed in settlement by Ed Tech Services T/A Upskillist (including reasonable attorneys’ fees) resulting from such claim, provided that Ed Tech Services T/A Upskillist shall have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Ed Tech Services T/A Upskillist to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of an Online Course is (or in Ed Tech Services T/A Upskillist’s opinion is likely to be) enjoined, if required by settlement or if Ed Tech Services T/A Upskillist determines such actions are reasonably necessary to avoid material liability, Ed Tech Services T/A Upskillist may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Online Course; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Online Course that was paid by Customer but not rendered by Ed Tech Services T/A Upskillist. The foregoing indemnification obligation of Ed Tech Services T/A Upskillist shall not apply: (1) if such Online Course is modified by any party other than Ed Tech Services T/A Upskillist, but solely to the extent the alleged infringement is caused by such modification; (2) if such Online Course is combined with products or processes not provided by Ed Tech Services T/A Upskillist, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Online Course; (4) to any action arising as a result of Third-Party Tools or any third-party deliverables or components contained within such Online Course; or (5) if Customer settles or makes any admissions with respect to a claim without Ed Tech Services T/A Upskillist’s prior written consent.
- Customer Indemnification. Customer shall indemnify, defend and hold harmless Ed Tech Services T/A Upskillist, its subsidiaries and affiliates, and each of their officers, directors, managers, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of Customer’s, including Students, (a) use or attempted use of the Services in violation of this Agreement, (b) use or attempted use of any code, program, data, information or any other Course Materials provided through the Services in a manner inconsistent with this Agreement, (c) violation of any law, or (d) posting or otherwise making available to Customer, or Student, created material on or through the Services, including without limitation any claim of infringement of intellectual property or other proprietary rights.
15. CONFIDENTIAL INFORMATION
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Ed Tech Services T/A Upskillist Materials and the terms and conditions of the Agreement shall be deemed Confidential Information of Ed Tech Services T/A Upskillist without any marking or further designation.
Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Ed Tech Services T/A Upskillist, the subcontractors referenced in Section 18.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 15. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
16. DATA PRIVACY
Inside EU: The parties acknowledge that any registration data (i.e., name and email address) for Students who reside in the EEA shall be subject to General Data Protection Regulations of the European Union (“GDPR”). With respect to registration data as between Customer and Ed Tech Services T/A Upskillist, Ed Tech Services T/A Upskillist will be considered a Data Processor and Customer the Data Controller.
Outside EU: The parties agree to comply with all applicable Data Privacy Laws. Ed Tech Services T/A Upskillist agrees that it shall: (a) only use Customer Personal Data for the purpose of providing the Service and as required by law; (b) not sell or exchange for anything of value or use for any other purpose (other than as set forth in (a)) Customer Personal Data; (c) provide Customer with commercially reasonable assistance in responding to any request that Customer may receive under the CCPA or any other applicable law that provides individuals with rights regarding Customer Personal Data; and (d) provide Customer with commercially reasonable assistance to the extent necessary for Customer to comply with the CCPA, such as providing information that Customer may require to provide an adequate privacy notice to individuals whose personal data is contained in Customer Personal Data and/or providing responses to inquiries from a regulator.
During the Term, Customer grants Ed Tech Services T/A Upskillist the right to include Customer’s name and logo on a list of Ed Tech Services T/A Upskillist customers provided however that any press releases or other public statements published by either party regarding the parties’ relationship, or this Agreement shall be agreed by the parties in writing prior to such publication.
18. GENERAL TERMS.
- Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the advance written consent of the other party, except that either party may assign the Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 18.1 will be null and void.
- Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.
- Governing Law; Jurisdiction and Venue. The Agreement shall be governed by the laws of the State of New York and the United States without regard to conflicts of law’s provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in New York County, New York and both parties hereby submit to the personal jurisdiction of such courts.
- Notice. Any notice or communication required or permitted under the Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section 18.4 and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
- Amendments; Waivers. No supplement, modification, or amendment of the Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to the Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
- Entire Agreement. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Agreement. Customer acknowledges that the Online Courses are online, License-based products, and that in order to provide improved customer experience Ed Tech Services T/A Upskillist may make changes to the Online Course.
- Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees for services rendered) if the delay or failure is caused by unforeseen events that occur after the signing of the Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, epidemic, substantial failure or diminishment of electricity, telecommunications networks, or refusal of a license by a government agency.
- Subcontractors. Ed Tech Services T/A Upskillist may use the services of third-party instructors, mentors, reviewers and other subcontractors and permit them to exercise the rights granted to Ed Tech Services T/A Upskillist in order to provide the Online Courses and the EdTech Services T/A Upskillist Platform under the Agreement, provided that Ed Tech Services T/A Upskillist remains responsible for (i) compliance of any such subcontractor with the terms of the Agreement and (ii) for the overall performance of Ed Tech Services T/A Upskillist as required under the Agreement.
- Subpoenas. Nothing in the Agreement prevents Ed Tech Services T/A Upskillist from any disclosures to the extent required by law, subpoenas, or court orders, however Ed Tech Services T/A Upskillist will use commercially reasonable efforts to notify Customer where permitted to do so.
- Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
- Counterparts. This Agreement may be executed electronically and in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
Export Control. In its use of the Ed Tech Services T/A Upskillist Platform, Customer agrees to comply with all export and import laws and regulations of the U.S. and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer shall not knowingly designate any employees as Students in violation of U.S. export laws, and (iii) Customer shall not submit to the Ed Tech Services T/A Upskillist Platform any information that is controlled under the U.S. International Traffic in Arms Regulations.
EFFECTIVE DATE: 27 July 2022