Terms and Conditions

1. Acceptance of Terms and Conditions

Welcome to Say It Skillfully. The following Terms and Conditions, apply when you view, use, or interact with the website www.sayitskillfully.com or otherwise access or use any content, information, services, features, products or resources available or enabled via the website and all other websites, post domains and mobile applications associated with the sayitskillfully.com domain (collectively, our “Site”). These Terms and Conditions also govern the supply of any of the products and services listed on our Site, including all videos, podcasts and course materials, and all content associated therewith (the “Products and Services”). By using, visiting, or browsing the Site, or by ordering any of our Products and Services, you accept and agree to be bound by these Terms and Conditions. If you do not agree to be bound by the Terms, you may not access or use the Site or any of the Products and Services. By visiting the Site, clicking on any button or taking any other action to signify your acceptance of these Terms and Conditions, you agree that: (1) you read, understand and agree to be bound by the Terms and Conditions; (2) you are of legal age in your jurisdiction of residence to form a binding contract with Say It Skillfully; and (3) you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Products and Services and to bind that entity (and any users) to this agreement.

Your use of our Products and Services is also subject to our Privacy Policy (https://www.sayitskillfully.com/privacy-policy), which governs your visit to, and any orders from, our Site, and describes our practices in relation to any personal information you provide.

IMPORTANT NOTICE. These Terms and Conditions contain an agreement to arbitrate any dispute. This agreement to arbitrate requires, with limited exception, that you submit any claims you have against the Company to final binding arbitration, unless you opt out in accordance with Section 28 below. Unless you opt-out of arbitration: (1) you will only be permitted to pursue claims against the Company on an individual basis, not as part of any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

2. Changes to Terms and Conditions

Say It Skillfully Inc. and our affiliates (collectively, the “Company”, “we”, “our” or “Say It Skillfully”) reserves the right, with or without notice to you, to change these Terms and Conditions, including the Privacy Policy, in our sole and absolute discretion. It is your sole responsibility to check the Site from time to time to view any such changes to these Terms. You will be deemed to have accepted such changes by continuing to use our Site. The most current version of these Terms and Conditions can be reviewed by visiting our website and clicking on “Terms and Conditions” located at the footer of the Site. The most current version of the Terms and Conditions will supersede all previous versions.

3. Information about Us

Our Site is operated by Say It Skillfully Inc., and sells and distributes content under the Say It Skillfully registered trademark. You can contact us for more information at [email protected].

4. Accessing Our Site

Access to our Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Site without notice. We will not be liable if for any reason our Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Site, or our entire Site. We have the right to terminate your access to the Site if we determine that you have failed to comply with any of the provisions of these Terms and Conditions. You are solely responsible for keeping confidential any password, if any, you may be granted to access our Site. We advise you not to share your password, payment methods or any other information associated with our Site or your account with anyone. Unless explicitly stated otherwise, any new features that augment or enhance the current Products and Services, including the release of new videos and other content, shall be subject to these Terms and Conditions.

5. Use of Our Site

By accessing our Site you agree to use our Site, including all features and functionalities associated therewith and all content and software associated therewith, in accordance with all applicable laws, rules and regulations. In addition, the following restrictions apply to your use of our Site:
(a) You shall not upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with our Site;
(b) You shall not interfere with the servers or networks connected to any portions of our Site or violate any of the procedures, policies or regulations of networks connected to our Site;
(c) You shall not impersonate any other person while using our Site, conduct yourself in a vulgar or offensive manner while using our Site, or use our Site for any unlawful purpose;
(d) You shall not attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer, or database connected to our Site;
(e) You shall not use our Site in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(f) You shall not use our Site to send, knowingly receive, upload, download, use or reuse any material which does not comply with all relevant provisions of these Terms and Conditions;
(g) You shall not use our Site to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
(h) You shall not use our Site to knowingly transmit any data; send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other malicious or harmful programs or similar computer code designed to attack our Site (via a denial-of-service attack or a distributed denial-of service attack); or otherwise adversely affect the operation of any computer software or hardware;
i) You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Products and Services or any portion of the Products and Services;
j) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Products and Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
k) You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Site or the Products and Services;
l) You shall not access the Products and Services in order to build similar or competitive products or services;
m) Except as expressly stated herein, no part of the Products and Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
n) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site or the Products and Services;
o) You shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Products and Services;
p) You shall not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and
q) You shall not interfere with or attempt to interrupt the proper operation of the Site or the Products and Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site or the Products and Services through hacking, password or data mining, or any other means.
r) You shall not hack, crack, phish, SQL inject, or otherwise threaten or actually harm the security of our systems or those of our users.
s) You shall not infringe on the intellectual property rights or other rights of anyone.

We reserve the right to terminate our service to you for reasons other than those listed here. We may terminate your account without explanation.

 

6. Feedback

You agree that your submission of any ideas, suggestions, documents, and/or proposals to Say It Skillfully (“Feedback”) is at your own risk and that Say It Skillfully has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You warrant and agree that you have all rights necessary to submit the Feedback. You hereby grant to Say It Skillfully a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.

 

7. Products and Services Subscriptions

Say It Skillfully offers subscriptions for its Products and Services, including the following:

 

Say It Skillfully 101 On Demand

This self-paced offering is designed to teach professionals of all levels to communicate skillfully on your most important and challenging topics. By purchasing this offering, you will receive the following:

• Access to the Say It Skillfully 101 On Demand program;
• A digital workbook for practice and reflection;
• Say it Skillfully ADEPTIVE Club membership with access to premium content to hone your skills;
• Lifetime access to the Say It Skillfully Alumni Community for peer learning and support; and
• A certificate of completion for Say It Skillfully 101 On Demand.

Say It Skillfully 101 On Demand Access (including the ADEPTIVE Club trial membership) lasts 100 days from initial purchase. This is NOT an auto-renewing purchase. You will NOT be automatically charged anything or subscribed after your initial 100-day access period is over. Once your access period is nearing its end, we will reach out with an opportunity to start a monthly or yearly based subscription to the Say It Skillfully ADEPTIVE Club, which includes ongoing access to Say It Skillfully 101 On Demand program. 

 

Say it Skillfully ADEPTIVE Club

 

This product grants monthly and annual subscription-based access to the Say It Skillfully ADEPTIVE Club Premium community, as well as access to the Say It Skillfully 101 On Demand course material.

 

ADEPTIVE Club Premium content includes:

• Monthly live meetups with Say It Skillfully principal, Molly Tschang, where members can interact real-time with Molly. As a subscriber, you can learn through your own and others' role plays to expand the ways you approach difficult situations and continue building confidence;
• "Real Conversations" premium scenario videos available on-demand for deeper, more nuanced coaching on challenging conversations; and
• Easy access to Say It Skillfully communication cheatsheets and "Hey Molly" Q&A videos.

Our monthly and annual ADEPTIVE Club subscriptions are auto renewal subscriptions and are governed by our Auto Renewal Subscription Policy available here: https://www.sayitskillfully.com/auto-renew-policy

 

8. Ordering Products and Services / Payment

Our Products and Services may be offered for sale on the Site. In the event you wish to purchase any of these Products and Services, you may be asked by us or an authorized third party to supply certain information, including without limitation, your full name, e-mail address, telephone number, residence address, shipping address, shipment type and credit/debit card details. You agree to provide us or such third party with the foregoing information as well as any other mandatory information. You agree that any such information provided shall be accurate, complete and current. You agree to comply with the terms and conditions of any agreement that you may enter into governing your purchase of any of our Products and Services. You shall be responsible for all charges incurred as well as for paying any applicable taxes.

You agree to pay all fees or charges to your Site account (“Account”) in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Say It Skillfully with a valid debit or credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit/debit card, and you must refer to that agreement and not to the Terms and Conditions to determine your rights and liabilities. By providing Say It Skillfully with your credit/debit card number and associated payment information, you agree that Say It Skillfully is authorized to immediately invoice your Account for all fees and charges due and payable to Say It Skillfully hereunder and that no additional notice or consent is required. You agree to immediately notify Say It Skillfully of any change in your billing address or the credit/debit card used for payment hereunder (or any other related agreement). Say It Skillfully reserves the right at any time to change its prices and billing methods, upon notice to you.

Other than in any circumstances prohibited by applicable law, all payments made through the Site are final and any decision to offer a refund will be made in the sole discretion of Say It Skillfully.

Say It Skillfully uses Stripe as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). Stripe’s Privacy Policy is available at Stripe Privacy Policy (https://stripe.com/privacy) and, if you make purchases through the Site, Stripe’s Seller Terms are available at Stripe Terms (https://stripe.com/ssa).

 

You agree that in the event we are unable to collect the fees you owe us for the products or services specified in your order, we may take any other steps we deem necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, interest, court costs and attorneys' fees.

    

Payment terms: Payment terms vary across services. You agree to pay all fees associated with the Products and Services you have signed up for.

Auto renewal subscriptions for our Products and Services are governed by our Auto Renewal Subscription Policy available here: https://www.sayitskillfully.com/auto-renew-policy

 

Services for membership, recurring payments, and one-time fees will be outlined in the corresponding offer page.

• All program fees are due in full as a one-time charge before online access is granted. The one-time fee includes access to online content for 100 days from time of purchase.

Premium services are only available to members who have fulfilled the premium service requirements, outlined in the corresponding offer page.

    

9.   Termination

At its sole discretion, Say It Skillfully may modify or discontinue the availability of the Site, with or without notice to you and without liability to you or any third party. To the extent possible, Say It Skillfully will warn you in advance of any modification or discontinuance of the Site (or part thereof). From time to time, we may automatically make updates to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If you choose not to update your own devices or if you opt out of automatic updates you may not be able to continue using the Products and Services. Without limitation to the preceding sentence, we may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Site or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned.

Say It Skillfully may suspend or terminate your access to the Products and Services (in full or in part) if: (i) you have breached any provision of these Terms and Conditions or any other agreement referenced herein; (ii) Say It Skillfully is required to do so by law (e.g., where the provision of the Products and Services is, or becomes, unlawful); or (iii) you use the Products and Services for any unauthorized, fraudulent, abusive or illegal activity. You agree that all terminations for cause shall be made in Say It Skillfully’s sole discretion and that Say It Skillfully shall not be liable to you or any third party for any termination of the Products and Services in accordance with this Section 9. In addition to suspending or terminating your access to the Products and Services, Say It Skillfully reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Products and Services is terminated, these Terms and Conditions will remain enforceable against you and unpaid amounts you owe to Say It Skillfully for any purchases will remain due.    

          

10.   International Users

The Site can be accessed from countries around the world and may contain references to Products and Services and content that are not available in your country. These references do not imply that Say It Skillfully intends to announce or promote the availability of such Products and Services or content in your country. The Products and Services are controlled and offered by Say It Skillfully from its facilities in the United States of America. Say It Skillfully makes no representations that the Products and Services are appropriate or available for use in other locations. Those who access or use the Products and Services from other countries do so at their own volition and are responsible for compliance with local law.

11. Use of Our Streaming Service

We provide streaming Products and Services and non-streaming digital downloads, such as PDF workbooks, over the internet to certain devices (streaming and non-streaming digital downloads are hereinafter collectively referred to as the “Streaming Service”). We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we operate the Streaming Service. Any description of how the Streaming Service works should not be considered a representation or obligation with respect to how the service will always work.

The availability of the Streaming Service will change from time to time, and from country to country. The quality of the Streaming Service may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your internet connection. You are responsible for ensuring that you have internet access and for all internet access charges. The Company makes no representations or warranties about the quality of the Streaming Service.

The Streaming Service may be unavailable to you from time to time in connection with maintenance or for other technical or non-technical reasons, and, as a result, without prior notice to you, some or all Products and Services ordinarily available via the Streaming Service may cease to be available.

 

12. Community Guidelines and User Created Content

You must be at least eighteen years of age to take part in our online community and comments sections (groups, forums, chat etc.), including the Say It Skillfully “Club” forum section.

At any time without notice, we may, at our discretion, suspend your access to our comments sections, terminate your account or remove your user content from any part of the Site.

When you post any comments, content or other material on the Site, our public comments sections, if any, or elsewhere, you agree to the following:

• You must have the right to submit anything you post.
• If non-original content is included in your posting, you must obtain permission from the content owner and retain all copyright and other proprietary notices displayed on the materials.
• You must not post anything that is defamatory, slanderous, obscene, pornographic, violent, hateful, racist, harassing, fraudulent or otherwise illegal and/or objectionable. We have the sole right to determine what is objectionable.
• You must not violate or infringe upon the rights of any third party, including but not limited to, rights of privacy and publicity, copyright, trademark, trade secret or any other personal or proprietary right of any other party.
• You are prohibited from using Say It Skillfully’s (or any affiliate’s) name and/or related graphics, logos, service marks and/or trade names (or their likeness) in any way that causes confusion and/or misrepresents your affiliation or authority as it relates to Say It Skillfully (or any Products and Services). Other trademarks, service marks and trade names that may appear on or in the Products and Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Products and Services.
• You must not disrespect fellow Say It Skillfully users, including by harassment, threats, bullying, trolling, or any form of discrimination and bigotry.
• You must not post anything that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or any person.
• You must not post anything that seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or by posting any child pornography or sexually suggestive content involving minors.
• You must not post anything that violates any applicable law, foreign or domestic.
• You must not post any links to content which would, if posted on our own website, violate these Terms and Conditions.
• You must not engage in unsolicited or unauthorized marketing or promotional activities, whether commercial or non-commercial, or any other form of solicitation, on our Site.
• You may not use any material from the Site, or post any material, in a manner that attributes a false or misleading statement to, or implies a false endorsement by, the Company or related parties.
• You must not collect, harvest or post anyone’s sensitive personal information that relates to that person’s real world or online identity including phone numbers, names, physical addresses, IP addresses, email addresses and social media profiles. Any personal information posted about yourself is at your own risk, which we highly discourage.
• You may not spam the Site with any embedded graphics, photographs, images, video, audio, chain letters or other material that we deem to be junk or spam.
• You must not provide any content that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information.

We do not expressly or implicitly endorse any user content submitted by Say It Skillfully users. We take no responsibility for the content or share any views or statements expressed by any users on the Site.

You are solely responsible for your own user content and the consequences of submitting your user content to the Site. We do not guarantee any confidentiality regarding the user content you submit.

By submitting user content, you hereby grant us (and our successors and affiliates) a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your user content, including without limitation for promoting and redistributing part or all of your user content in any media formats and through any media channels now or hereafter known. You also hereby grant each user of the Site a non-exclusive license to access your user content through the Site.

13. Consent to Cross-border Transfers

You acknowledge that the data collected via our Site will be stored in servers located within the United States. Further, you acknowledge that your personal information may, at times, be accessible by individuals who may be located worldwide including in countries that may have not been determined to provide the same level of data protection as in your country. By providing us with your personal information, you agree and consent to our use of such data and/or personal information in accordance with our Site Privacy Policy, including, without limitation, the transfer of your personal information across international boundaries.

14. Third-Party Websites, Advertisers or Services and User-Posted Links

The Site may include hyperlinks to third-party websites, advertisers or services that are not owned or controlled by us, as well as third-party hyperlinks posted by users on our Site. We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party websites or services. If you access a third-party website from our website, you do so at your own risk and you understand that these Terms and Conditions and our Privacy Policy do not apply to your use of such sites. You acknowledge that we have no liability arising from your use of any third-party website or services or third-party content, or from your posting of any third-party links. We encourage you to review the terms of use and privacy policy of any third-party website or service that you visit.

15. Our Liability

Commentary, testimonials, reviews, and other materials posted on our Site along with the Products and Services themselves are not intended to amount to advice on which reliance should be placed. By its nature Say It Skillfully gives general principles and ideas for improving communication, but it’s not tailored to the specifics of any particular person’s workplace or situation. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any user of our Site, or by anyone who may be informed of any of its contents by such user.

Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material.

(a) Disclaimers of Warranties and Limitations on Liability

We provide this Site on an “as is” and “as available” basis. You therefore use the Site at your own risk.

THIS SITE USES COOKIES AND MAY ALSO USE THE SERVICES OF THIRD-PARTY PROVIDERS THAT DEPLOY COOKIES IN CONNECTION WITH THEIR SERVICES. BY USING THE SITE, YOU CONSENT TO THE PLACEMENT OF COOKIES ON ANY DEVICE USED TO ACCESS OUR SITE(S). EXCEPT AS OTHERWISE PROVIDED ON OUR SITE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS AND SERVICES, THE STREAMING SERVICE, OUR SITE, AND ALL AND SOFTWARE ASSOCIATED THEREWITH. THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE STREAMING SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT THE COMPANY MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE STREAMING SERVICE, INCLUDING FEATURES, WITHOUT COMPENSATION OR NOTICE TO YOU. THE COMPANY SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF DEVICES IN CONNECTION WITH THE STREAMING SERVICE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH THE STREAMING SERVICE). WITHOUT LIMITING THE FOREGOING, WE AND OUR LICENSORS ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE FOLLOWING: (I) ANY FAILURE OR INTERRUPTION IN THE AVAILABILITY OF THE STREAMING SERVICE, (II) DELIVERY AND OR DISPLAY OF ANY CONTENT CONTAINED ON OUR SITE OR OTHERWISE THROUGH THE STREAMING SERVICE; AND (III) ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE PRODUCTS AND SERVICES PROVIDED ON OUR SITE OR OTHERWISE THROUGH THE STREAMING SERVICE, INCLUDING ANY LOSSES OR DAMAGES ARISING FROM DOWNLOADING OF RELATED SOFTWARE, DOWNLOADING AND/OR USE OF ANY OTHER SOFTWARE. EXCEPT AS OTHERWISE PROVIDED ON OUR SITE, TO THE EXTENT ALLOWABLE BY LAW, WE AND OUR LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR GUARANTEE THAT YOUR USE OF THE STREAMING SERVICE WILL BE FREE FROM INTERRUPTION, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION AND WE DISCLAIM ANY LIABILITY WITH RESPECT THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY SHALL CREATE A WARRANTY OR OTHERWISE CONSTITUTE A REPRESENTATION BINDING UPON THE COMPANY.

TO THE FULLEST EXTENT PERMITTED BY THE LAW: IN NO EVENT SHALL THE COMPANY, IT’S AFFILIATES, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF OUR PRODUCTS AND SERVICES, OUR SITE, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, OUR SITE, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH EXCEED THE PURCHASE PRICE OF THE RELEVANT PRODUCT OR SERVICE. IN THE EVENT THAT A CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, OUR TOTAL LIABILITY TO YOU FOR ANY RELATED DAMAGES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION OR OTHER SECTIONS OF THESE TERMS OF USE, INCLUDING ANY PORTION OF THE PRIVACY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS AND CONDITIONS SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY TO THE COMPANY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S, ITS AFFILIATES’, AGENTS’, LICENSORS’ AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

SAY IT SKILLFULLY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PRODUCTS AND SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SITE IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE PRODUCTS AND SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE PRODUCTS AND SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE PRODUCTS AND SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR OTHERS, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PRODUCTS AND SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

THE PRODUCTS AND SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SAY IT SKILLFULLY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE PRODUCTS AND SERVICES.

CERTAIN JURISDICTIONS' LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE AND AGREE THAT SAY IT SKILLFULLY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SAY IT SKILLFULLY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

(b) Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, any parent or subsidiary company, its and their affiliates, and its and their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to our Site; (ii) your violation of any term of these Terms and Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any user content submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and your use of our Site.

16. Grant of Limited License to Use the Products and Services

Unless otherwise specified, the Products and Services, including any content viewed through our Streaming Service, are for your personal and non-commercial use only and we grant you a limited, non-exclusive, non-transferable, license for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms and Conditions), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, our Site, without our express written consent. You may not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections on our Products and Services. Any unauthorized use of our Products and Services will terminate the limited license granted by us and will result in the cancellation of your account.

Intellectual Property

17. Trademarks

The trademarks, trade names, trade dress, logos, and service marks (collectively, the "Trademarks") displayed on this Site are the registered and/or unregistered Trademarks of Company, or such third party that may own the displayed Trademarks. Nothing contained on our Site or in the Terms and Conditions serves to grant to you, by implication or otherwise, any license or right to use any Trademarks displayed on our Site without the written permission of Company or such third party that may own the displayed Trademarks.

18. Site Contents and Intellectual Property.

The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, the Products and Services available through our Site and their arrangement on our Site (“Company Intellectual Property”) are all subject to patent, copyright, trademark and other intellectual property protection. Company Intellectual Property may not be copied for commercial use or distribution, nor may Company Intellectual Property be modified, processed, or reposted to other websites for commercial purposes without our written permission. Access is granted to our Site solely for your use of Company services for personal entertainment, information, education and communication with Company. All such rights in Company Intellectual Property not expressly granted in by the Company are reserved. You are not permitted to modify the Company Intellectual Property, or to use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

If you print off, copy, download or otherwise use any part of our Site or our Products and Services in breach of these Terms and Conditions, your right to use our Site and such Products and Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

The Say It Skillfully Products and Services are provided for your personal use only. You agree not to resell, copy, or redistribute the Say It Skillfully materials, nor may you use them for any commercial purpose.

 

19. Copyright and Intellectual Property Policy

Say It Skillfully respects the intellectual property rights of others. We reserve the right to remove any user created content on the Site which allegedly infringes upon another person’s copyright, trademark or other intellectual property right, and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Site or remove, edit, or disable any content on the Site which allegedly infringes upon another person’s intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act (“DMCA”).

A valid complaint under the DMCA must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
2. Identification of the copyrighted work that you claim has been infringed.
3. Identification of the material that is claimed to be infringing and where it is located on the Site.
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, email address.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the Copyright Agent at: [email protected]

Federal law provides that if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

 

20. Transfer of Rights and Obligations

These Terms and Conditions are binding on you and us and on our respective successors and assigns.
You may not transfer, assign, change, or otherwise dispose of these Terms and Conditions, or any of your rights or obligations arising under them, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms and Conditions, or any of our rights or obligations arising under them, at any time.

21. Waiver

If we fail, at any time to insist upon strict performance of any of your obligations under any of these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms and Conditions, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

22. Severability

If any of these Terms and Conditions are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.

23. Notice and Consent to Electronic Communications.

When you visit this Site or send emails to us, you are communicating with us electronically. By using this Site, you consent to receive communications from us electronically, including, without limitation, email and text messages. We will communicate with you by email, text messaging or by posting notices to your account on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement for enforceability purposes, including the enforcement of electronic signatures.

24. Force Majeure

Say It Skillfully shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

25. Governing Law

THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

26. Export Control

You may not use, export, import, or transfer the Products and Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Products and Services, and any other applicable laws. In particular, but without limitation, the Products and Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Products and Services, you agree that (i) you are not located in 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 and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

27. Dispute Resolution and Binding Arbitration Agreement

Please Read the Following Provisions in this Section 27 “Dispute Resolution and Binding Arbitration Agreement” Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

A. Both the Company and you (referred to as the “parties”) shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. All claims arising out of or relating to these Terms and Conditions (including its formation, performance and breach) and the Products and Services shall be finally settled by binding arbitration, excluding any rules or procedures governing or permitting class actions. The arbitration will be held in Wake County, North Carolina, U.S.A. or other mutually agreed to location or by telephone/video if agreed. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and Conditions, including, but not limited to any claim that all or any part of these Terms and Conditions is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the Company will pay the additional cost. The interpretation and enforcement of these Terms and Conditions shall be subject to the Federal Arbitration Act.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

B. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

C. Exception – Litigation of Small Claims Court Claims or enforcement actions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction to the extent such claims do not seek equitable relief. Additionally, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

D. Thirty Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this Dispute Resolution and Binding Arbitration Agreement by emailing [email protected] of your decision to opt-out, Attn: Legal Department Arbitration Opt-Out. The notice must be sent within thirty (30) days of the date you have agreed to the Terms and Conditions, whether based on your initial use of our Site or your continued use after the effective date of the updated Terms and Conditions which contain the mandatory arbitration and class action waiver, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above. If you elect to opt-out of these arbitration provisions, the Company also will not be bound by them. In addition, if you elect to opt-out of these arbitration provisions, we may terminate your use of Products and Services, and/or our Site.

E. Notice to California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Products and Service, please send an email to [email protected]. Users may also contact us by writing to Say It Skillfully Inc., 555 Fayetteville Street, Suite 300, Raleigh NC 27601. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

  28. Entire Agreement

These Terms and Conditions and any document expressly referred to in them represent the entire agreement between you and Say It Skillfully Inc. in relation to the subject matter hereof and supersede any prior agreement, understanding, or arrangement between us, whether oral or in writing.

Last Updated Date: April 4, 2024