TERMS AND CONDITIONS OF USE
THESE TERMS AND CONDITIONS OF USE ARE YOUR CONTRACT WITH HUNT SYSTEMS, INC. ("SKILLCOUNT") REGARDING YOUR ACCESSING AND USING THE SERVICES PROVIDED BY WWW.SKILLCOUNT.COM (THE "SITE"). PLEASE REVIEW CAREFULLY.
YOU ARE AGREEING TO THESE TERMS, CREATING A LEGALLY BINDING CONTRACT WITH SKILLCOUNT AND BECOMING A USER OF SKILLCOUNT BY (i) ACCESSING AND/OR USING SKILLCOUNT.COM, (ii) USING ANY SERVICES OFFERED BY SKILLCOUNT, INCLUDING, WITHOUT LIMITATION, SOCIAL NETWORKING, CONTESTS AND PORTFOLIO TOOLS ("SERVICES"), OR (iii) BY ELECTRONICALLY CLICKING AN "I ACCEPT" BUTTON OR CHECKBOX IN THE REGISTRATION PAGES FOR THE SERVICES ON THIS WEBSITE.
IF YOU DO NOT WANT TO BECOME A USER OF SKLLCOUNT, DO NOT CLICK THE "I ACCEPT" BUTTON, COMPLETE THE REGISTRATION PAGES, CREATE AN ACCOUNT, AND/OR ACCESS, VIEW, DOWNLOAD OR OTHERWISE USE ANY PORTION OF THE SITE, INFORMATION OR SERVICES PROVIDED BY SKILLCOUNT.
SKILLCOUNT MAY AMEND OR REVISE THESE TERMS AT ANY TIME. YOUR CONTINUED ACCESS AND USE OF SKILLCOUNT.COM AND/OR YOUR USE OF THE SERVICES FOLLOWING THE POSTING OF ANY SUCH CHANGES WILL BE DEEMED YOUR ACCEPTANCE OF THE AMENDED OR REVISED TERMS.
- Description of Services. The services offered by SkillCount ("Services") include, but are not limited to, social networking, sponsored/un-sponsored contests and personal portfolio development. SkillCount reserves the right to change and/or terminate some or all of the Services offered by SkillCount at any time, in its sole discretion.
- Contest Rules. Each contest offered by SkillCount will be subject to all of these Terms. In addition, each contest may have its own specific contest rules, in which event such rules shall be set forth on a separate exhibit attached to these Terms and by this reference, incorporated herein.
NO PURCHASE IS NECESSARY TO ENTER ANY CONTEST.
VOID WHERE PROHIBITED OR RESTRICTED BY LAW.
- Compliance with Law. You are subject to the laws of the state, city or other legal entity (collectively "Jurisdiction") in which you reside and/or from which you access the Site. Access to the Site may not be legal for some jurisdictions or for all residents of, or persons present in, certain Jurisdictions. It is your responsibility to comply with law in your jurisdictions. We do not make any representation or warranty, express or implied, as to the lawfulness of your participation in any contest that we offer. The information contained herein does not constitute an offer, solicitation or invitation for the use of any service in any Jurisdiction in which such activities are prohibited or restricted. We further reserve the right to require you to provide proof that you are eligible to participate in any contest that we offer, including proof of ownership rights in submitted content prior to payment of any winnings or prizes.
- Eligibility. In order to enter any contest, you must:
- be a natural person, at least 18 years old, who is assigned to the e-mail address submitted on your registration form;
- be a U.S. citizen or resident alien with a U.S. address;
- be physically located within the U.S.; and
- be physically located in a U.S. state in which participation in the contests offered on the Site is unrestricted by law.
- Right to Cancel. If we determine that operating any contest is not feasible for any reason, including, but not limited to, a change in the risk of operating the contest, or insufficient participation in one or more of the contests, then we may cancel all or any of the contests in our sole discretion without liability of any kind or nature to you.
- Prize Substitution. We reserve the right to provide substitute prizes or cash value in the event that the we are unable to meet reasonable delivery requirements.
- Taxes. The United States Federal Income Tax Regulations require that you complete and return Form W-9 and that we issue you a Form 1099 at the end of each calendar year if you have won prizes of Six Hundred Dollars ($600.00) or more in value or more in the calendar year. However, you remain solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence.
- Promotional Activities. By entering a contest or otherwise using our Services, you agree that SkillCount may display your name and prize winnings on the Site. By accepting any prize from the Site, you agree to allow SkillCount to publish, print, broadcast and use, worldwide, in any media at any time, now or hereafter created, your name, picture, voice, likeness, and/or biographical information on the Site or otherwise for promotional purposes without additional compensation and execute such releases as SkillCount may require for this purpose.
- No Responsibility for Offensive or Infringing Content. The Services provided by SkillCount are based on content submitted by our users ("User Content"). SkillCount does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any User Content or any opinions expressed via the Services, nor does SkillCount screen any User Content before posting such User Content on the Site. You acknowledge that by using the Site and/or the Services, you may become exposed to User Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, posting that have been mislabeled or otherwise deceptive. Under no circumstances will SkillCount be responsible, and SkillCount does not assume any responsibility, for any obscene, defamatory, or otherwise offensive User Content, nor do we assume responsibility for copywritten or otherwise protected User Content.
- Submitting Content..
ALL CONTENT SUBMITTED TO US IS SUBMITTED AT YOUR OWN RISK.
- User Responsible. You are solely responsible for all content you submit to the Site, including, without limitation, any and all consequences resulting from the posting of such User Content on the Site.
- User Acknowledgment of Ownership of Rights. You represent that you have all legal right and power to grant to SkillCount and its successors and assigns, own or have the necessary licenses, rights, consents, and permissions to use the User Content and authorize SkillCount to use any and all copywritten or otherwise protected content, without liability to you or any other person or entity.
- No Endorsement. SkillCount does not endorse any User Content or any opinion, recommendation, or advice expressed therein.
- No Liability Related to User Content. SkillCount expressly disclaims any and all liability in connection with any User Content. SkillCount does not exercise any control over any User Content and SkillCount makes no representations or warranties concerning any User Content, including, without limitation, its accuracy and/or whether SkillCount is complying with any requirements that may be imposed on you and/or other users concerning any User Content. SkillCount has no obligation to certify the identity of any users of SkillCount or to remove or store any User Content for any reason. Furthermore, SkillCount does not permit copyright or intellectual property infringing activities to the extent it has actual knowledge thereof and will utilize its best efforts to remove any and all User Content if SkillCount is advised and has reasonable grounds to believe that such User Content is infringing on the rights of a third party.
- Right to Remove User Content from Site. SkillCount reserves the right to remove any User Content for the site without any prior notice and/or liability whatsoever.
- Response to User Communications. No response by SkillCount to any user communication shall give rise to any obligation or liability of SkillCount.
- Use of Content.
- As-Is. User Content is made available on an "as is" basis, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner, except with the express written permission of the copyright or content rights holder.
- Access and Use of User Content. You may access User Content posted on the SkillCount site for your information and personal use only.
- Access and Use of User Comments. You may access user comments for your information and personal use only. As with User Content, user comments are available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner.
- Waiver. You understand that when using the SkillCount website, you will be exposed to User Content from a variety of sources, and SkillCount is not responsible, nor has SkillCount verified these sources in any way for accuracy, non-offensiveness, decency, safety, or intellectual property rights of or relating to User Content. You hereby waive any legal or equitable rights and/or remedies you have or may have against SkillCount, and agree to indemnify and hold SkillCount, its officers, directors, shareholders, employees, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
- No Liability. Any use or reliance on any User Content or materials obtained by you through the Services is at your own risk. SKILLCOUNT IS NOT RESPONSIBLE FOR YOUR, OR ANY OTHER USER'S, POSTING, USE, MISUSE, OR MISAPPROPRIATION OF ANY USER CONTENT.
- Forums/Blogs/Chat Rooms. SkillCount may include various forums, blogs and/or chat rooms for users to post observations and comments on User Content and/or other topics. SkillCount cannot guarantee that other users will not retain or use any of the Content you share. Therefore, if you have any idea or information that would would like to keep confidential or do not want others to retain or use, do not post it on SkillCount. Furthermore, SkillCount has absolutely no control over any comments and/or ratings made by users and has no liability therefore. SKILLCOUNT IS NOT RESPONSIBLE FOR ANY COMMENTS MADE IN ANY FORUM, BLOG OR CHAT ROOM AND/OR YOUR, OR ANY OTHER USER'S, POSTING, USE, MISUSE, OR MISAPPROPRIATION OF ANY USER CONTENT OR INFORMATION POSTED IN ANY FORUMS, BLOGS, OR CHAT ROOMS.
BY REGISTERING AND CREATING AN ACCOUNT, YOU BECOME A USER OF THE SITE AND SOLELY RESPONSIBLE FOR ANYTHING THAT HAPPENS THROUGH YOUR ACCOUNT.
Login and Security.
- In order to register for the Services, including, without limitation, voting, uploading User Content, creating a portfolio, etc., you must provide various registration details as requested (login name, email address, etc.).
- You agree that you are solely responsible for the activity of all persons you have authorized to access and utilize your SkillCount account. Strict confidentiality of all passwords, secret questions and login names is your sole responsibility.
- You further agree not to provide access to your SkillCount account by (a) allowing others to use your account after you log in, whether intentionally or otherwise; (b) creating an account for someone who is not authorized to perform the role or view the information for which you have granted access; or (c) failing to revoke access for those who are no longer authorized to access your account for any reason.
- You agree to immediately notify SkillCount of any unauthorized access to or from your SkillCount account.
- No Liability. You acknowledge and agree that SkillCount is not liable for damages resulting from its use or access, or any third parties use of or access, to your SkillCount account, whether or not such access and/or use is with or without your knowledge or consent.
Payment Matters and Billing.
- Change in Fees.At this time SkillCount is offered free of cost to all registered users. However, SkillCount reserves the right to charge fees for use of the Services at any time in the future following thirty (30) days notice to you from SkillCount, which notice may be sent to you, via e-mail.
- Limitation on Claims. All invoices from SkillCount to you will be considered final ninety (90) days from the date such invoice is delivered to you, whether such delivery is by e-mail or otherwise. You agree not to make any claims related to billing errors after such ninety (90) day period expires.
- Billing Information. You agree to immediately notify SkillCount, in writing, of any changes related to your SkillCount account, including, without limitation, changes in your billing address or applicable credit card used for billing purposes.
Sales and Use Taxes.You are solely responsible for and agree to pay all sales or use taxes, if any, related to the Services. In addition, you agree to pay all other local, state or federal taxes arising out of your use of Services (excluding any income taxes of SkillCount), and upon request from SkillCount, you agree to provide SkillCount with written proof of such payment.
- Ownership and Use of Trademarks.
SkillCount owns the Services and all intellectual property related thereto, including, without limitation, all trademarks, logos, and/or service marks, (collectively, the "Marks") utilized in connection with the Services and/or displayed on this Website. Your use of this Website and/or the Services does not confer upon you any right, title or interest in or to the Marks.
- You agree to utilize the Marks only as provided in these Terms. Furthermore, and without limitation of the foregoing, you agree that you will not use, reproduce or display any Mark without SkillCount's prior written consent, in each instance.
- Copyrights. The Site and its contents, other than the User Content, ("SkillCount Content") are copyrighted and such copyrights are owned by SkillCount. You are permitted to view, print, and/or distribute the SkillCount Content in hard copy from this Website provided that (1) you use the SkillCount Content for your personal or internal business use only and not for any purpose contrary to SkillCount's interests; (2) you do not copy, use or place any Skilllcount Content on any network or other website for any purpose other than as contemplated by these Terms; (3) you do not modify, alter, or create derivative works of, the SkillCount Content; and (4) you include SkillCount's copyright notice on such Content as follows: Copyright 2008-2010 Woody's Books, Inc., All Rights Reserved.
- No Rights. Except as expressly provided herein, nothing included in this Website or the Services is intended, nor shall be construed, to confer in or upon you any rights in, to or under any User Content (other than that which you own in your own User Content) and/or any Mark.
- NO WARRANTY.
- AS-IS. THE SERVICES ARE PROVIDED BY SKILLCOUNT ON AN "AS IS, AS AVAILABLE BASIS WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION, SKILLCOUNT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM AND USAGE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT IN CONNECTION WITH THE SERVICES.
- No Representations or Warranties. ADDITIONALLY, SKILLCOUNT MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL ALWAYS BE AVAILABLE AND/OR WITHOUT INTERRUPTION, THAT THE SERVICES WILL BE ERROR FREE, THAT THE SERVICES WILL BE ARE FREE FROM VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.
- Limitation of Liability.
- Assumption of Liability by User. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS WEBSITE, THE SERVICES AND THE INTERNET GENERALLY.
- No Liability of SkillCount. YOU EXPRESSLY AGREE THAT SKILLCOUNT SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER TO YOU OR ANY THIRD PARTY, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE, FOR ANY LOSS OF REVENUE, PROFIT, DATA, USE OF MONEY, USE OF TIME, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, FORESEEN, FORESEEABLE, UNFORESEEABLE, OR OTHERWISE, ARISING FROM THE SERVICES. THIS LIMITATION APPLIES TO ALL CLAIMS OR CAUSES OF ACTION, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE AVAILABILITY OF THE SERVICES, YOUR ACCESS AND USE OF THIRD PARTY SERVICES, CONTENT OR SOFTWARE, OR ANY OTHER MATTER RELATING TO THE SERVICES, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS ARISING OUT OF SKILLCOUNT'S SERVICES PROVIDED HERE UNDER.
- Limitation of Liability. IN NO EVENT SHALL SKILLCOUNT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, AND/OR INCIDENTAL, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OR USE OR CORRUPTION OF DATA OR PROGRAMS, OR OTHER INTANGIBLE LOSSES (EVEN IS SKILLCOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE SERVICES OFFERED BY SKILLCOUNT AND/OR ANY USER CONTENT AND/OR THE CONDUCT OF ANY SKILLCOUNT USER, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH ANY SKILLCOUNT USER, EVEN IF SKILLCOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES WILL SKILLCOUNT'S LIABILITY TO YOU FOR ANY REASON WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, EXCEED, AND SUCH LIABILITY WILL AT ALL TIMES BE LIMITED TO, THE TOTAL AMOUNT OF MONIES PAID BY YOU TO SKILLCOUNT, IF ANY.
- Your Indemnity. You agree to indemnify, hold harmless, and defend SkillCount, its officers, directors, shareholders, employers, agents, suppliers, licensors, and other related parties from and against all claims, demand, actions, losses, obligations, liabilities, damages, costs and expenses (including attorney's fees) ("Claims") resulting from, related to or arising from (i) your breach of these Terms, (ii) your SkillCount account, and/or (iii) the Services.
- No Indemnity by SkillCount. SkillCount does NOT indemnify you against any Claims made against you by others as a result of your use of the Services or otherwise.
- Modification Services. SkillCount reserves the right to modify, discontinue or suspend the Site and/or Services at any time, without notice. Any new or modified features of the Site and/or Services are subject to these Terms.
- Ratings/Change in Algorithm. SkillCount uses a proprietary algorithm to calculate user ratings of User Content. You agree to unconditionally accept any rating of your User Content and release SkillCount from any damages related to or arising therefore. Furthermore, you acknowledge and agree that SkillCount may modify its algorithm at any time, without liability to you, even if such modification results in a change in your ratings.
- Definition of Breach. You will be in breach of these Terms if you (i) fail to make payment to SkillCount of any amount owing SkillCount when due, (ii) fail to comply with any provision of these Terms, and/or (iii) make any representation that is or becomes inaccurate or untrue.
- Remedies. In the event of your breach, SkillCount may immediately, and without waiver of any rights and remedies available to it under law or equity, in its sole discretion, (i) terminate your access to the Site, (ii) terminate providing you any or all of the Services, and/or (ii) take any other lawful action SkillCount deems appropriate, in its sole discretion, to enforce its rights and your obligations to SkillCount.
- Termination or Suspension of Services. Notwithstanding anything contained in these Terms to the contrary or otherwise, SkillCount reserves the right to discontinue or suspend the Services and/or your SkillCount account at any time, with or without cause and with or without prior notice. Upon any such suspension or termination, you will be responsible for payment of current charges up to and including the day of termination.
- Links to Third Party Sites. This Site may contain links to third-party sites. You acknowledge and agree that SkillCount is not responsible or liable for the content, information, services, or products of any such third-party sites, and that links to a third-party site do not constitute endorsement of all or any portion of such site by SkillCount. You further agree to and do hereby expressly assume all risk of accessing any and all third-party sites.
- Term and Termination. These Terms, as may be amended, shall remain in effect for as long as you subscribe to, renew, or use the Services. You agree that these Terms can only be terminated by you once you have stopped using the Services and have paid all monies owed to SkillCount. However, you agree that SkillCount can terminate these Terms at any time for any reason, with or without cause. Your account will automatically renew on a yearly basis, unless either you or SkillCount terminates the account in advance of the annual renewal date for your account in accordance with the foregoing.
- Confidentiality. You will, by using the Services or by contact with SkillCount, come into contact with confidential information of SkillCount, including, but not limited to, trade secrets, methods, details about the Services or other products offered by SkillCount, and business or marketing plans ("Confidential Information"). The Confidential Information is owned solely by SkillCount and is considered to be proprietary and confidential. You agree to hold the Confidential Information in strict confidence and take reasonable measures to keep it secure. Your agreements contained in this Paragraph 24 shall survive the termination your account, your use of the Services, and/or the expiration of these Terms.
- Miscellaneous Provisions.
- Burden and Benefit. These Terms are binding upon each of our respective heirs,
devisees, executors, personal representatives, administrators, successors and assigns.
- Descriptive Headings. The headings of the articles and sections of these Terms are inserted for convenience only and shall not be deemed to be a part of these Terms.
- Modifications and Amendments. No amendment, change or modification of these Terms shall be valid unless posted on this Website by SkillCount or otherwise agreed to in writing and signed by both SkillCount and you.
- Waiver. No waiver of any provision of these Terms and/or your rights or obligations shall be effective, except pursuant to a written instrument signed by SkillCount and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
- Governing Law. These Terms are to be governed and construed in accordance with the laws of the State of California, without regard for principles of conflicts of laws.
- Arbitration. We each agree to submit any dispute concerning the Terms and/or the Services to final and binding arbitration in San Francisco pursuant to the commercial rules of the American Arbitration Association. At the request of any party, the arbitrators, attorneys, parties to the arbitration, witnesses, experts, court reporters or other persons present at the arbitration shall agree in writing to maintain the strict confidentiality of the arbitration proceedings. Arbitration shall be conducted by a single, neutral arbitrator or, at the election of any party, three neutral arbitrators, appointed in accordance with the commercial rules of the American Arbitration Association. The award of the arbitrator shall be enforceable according to the applicable provisions of the California Code of Civil Procedure. The arbitrator may award damages and/or preliminary and permanent injunctive relief. Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction for relief in the form of a temporary restraining order and/or preliminary injunction pending final determination of a claim through arbitration in accordance with this Section.
- Waiver of Jury Trial. To the extent permissible under governing law, you hereby waive your right to a jury trial of any claim or cause of action based on or arising out of these Terms, your accessing the SkillCount site and/or the Services. You acknowledge that this waiver is a material inducement to SkillCount to establish your account and provide the Services to you and that SkillCount will continue to rely on this waiver in its future dealings with you.
- Severability. If any provision of these Terms is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from these Terms and the remainder of these Terms will be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.