Terms and Conditions

Users may access areas of the Site without registering, but some features of the Site or Services will require registration for an account with Upskillery (“Account”). 

A “user” is someone who accesses or in any way uses the Site and/or the Services.  

Users can be divided into categories, depending on the Content they can access and/or contribute to the Site:

Users: All Users visiting the Site, can browse certain areas of the Site and determine if they wish to become Registered Users.

Registered Users: Registered Users are Users who have a named Account with the Site in order to have access to educational material from Admins as well as to be able to contribute comments on the Site regarding the educational material.   

Services are provided to Registered Users solely for Registered User’s internal business operations during the subscription period (“Subscription Term”) and in accordance with the Terms of this Agreement. 

Administrative Users (“Admin Users” or “Admins”) are Registered Users who administer the subscription services of Registered Users and may provide or approve educational materials to the Site for viewing by Registered Users.

You promise that any information about yourself or your organization that you provide to us will be true, accurate, complete, and current.  

We respect you and the information you provide us as users of the Site.  If you have an account with an Admin User supervising your account, we may share information about your use of the Site.  We encourage you to review our Privacy Policy to understand how we collect, use, and share information you share with us.

General access to the Site does not require registering for or logging into the Site, but other portions of the Site may require registration. This Agreement governs use of all portions of the Site, regardless of registration.  

Registered Users and Admin Users use of the Site will require you to use a username and password. You may be required to choose a password or change your password. Remember your username and password, and do not share your username or password with anyone. Your username and password will identify you to us when you return to our Site. If you forget your username or password, you may not be able to access certain portions of the Site. You are solely responsible to maintain the confidentiality of your username and password and for all activities when a user is logged into the Site by your username and password. 

You agree to immediately notify Upskillery of any unauthorized use of your username and password or any other security breach and ensure that you log out of the Site at the end of each session. Upskillery will not be liable for damage or loss from your failure to comply with this Agreement. You may be issued a new password or be required to change your password from time to time. Your username and password combination are not transferable to other users.

Upskillery reserves the right to restrict, suspend, or terminate access to the Site for any username and password combination (each, an "Account") because of inactivity or fraudulent activity under that Account, or any other reason we deem appropriate. We are available for your questions regarding use of the site at support@upskillerylms.com. 

To use the Services as an Admin User or Registered User, you must complete an Order providing the following by completing an acceptable online order located on the Site and providing us with the applicable fees for the Services (“Fees”).  We will also request additional information from you in the order process, namely: 

• If you have chosen an Admin User account, the number of Registered User accounts associated with your Admin User account; 
• The frequency of billing (monthly or annually); and
• The term for the Services (“Subscription Term”).

Registered Users and Admin Users must pay all Fees for the Services as detailed in the applicable Order(s). Other than where expressly provided in this Agreement, all Fees are non-refundable.

You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with the Services or any other services provided by us to you, including any VAT, GST, or other applicable sales tax, and any related penalties or interest (“Taxes”), and you will pay us for the Services without any withholding for Taxes. If we are required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide us with any information that we reasonably request to determine whether we are obliged to collect Taxes from you, including your relevant Tax identification number.

Any and all intellectual property rights (“Intellectual Property”) associated with the Site and its contents (other than User Content), including all information, data, logos, marks, designs, graphics, pictures, sound files, other files and their selection and arrangement, (collectively, the “Content”), are the sole property of Upskillery, its affiliates or third parties.  The Content is protected by copyright and other laws in both the United States and other countries.  Elements of the Site are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Site are trademarks, service marks, or trade dress (“Marks”) of Upskillery, its affiliates or other entities that have granted Upskillery the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of Upskillery.  Except as otherwise expressly authorized by this Agreement, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Site in any way without the prior written permission of Upskillery or the appropriate third party.  Except as expressly provided herein, Upskillery does not grant to you any express or implied rights to our or any third party's Intellectual Property.  

User Content, including Admin User Content and Registered User Content, remains the property of the User.  However, we need limited rights from you to operate the Site with your Listing. By submitting User Content, you grant Upskillery, its affiliates and subsidiaries a non-exclusive, royalty-free, nontransferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from your User Content submitted by you to the Site to the extent necessary to operate the Site, to provide the services provided by the Site, now and in the future, for case studies, and for marketing purposes, including without limitation in email, the Site, and social media sites.  You also grant Upskillery, its affiliates and subsidiaries a non-exclusive, royalty-free, nontransferable right to use User Content in aggregate (anonymized) form for internal business purposes such as generating statistics and developing marketing plans.

By providing User Content, you represent and warrant that you own and control all of the rights to the User Content, information and data that you provide to us or you otherwise have the lawful right to post and distribute that User Content, information and data to or through the Site and the use and posting or other transmission of such User Content does not violate this Agreement and will not violate any rights of or cause injury to any person or entity.  

We grant you a limited, revocable, non-exclusive, license to access the Site and to view, copy, and print the portions of the Content available to you on the Site. Such license is subject to this Agreement specifically conditioned upon the following: 

• you may only view, copy, and print such portions of the Content for your own non-commercial use;

• you may not modify or otherwise make derivative works of the Site or the Content or reproduce, distribute or display the Site or any Content except at permitted within this Agreement;

• you may not remove any trademark, copyright or other proprietary notices placed on Content;

• you may not use data mining, robots or similar data gathering or extraction methods; and

• you may not use the Site or the Content other than for its intended purpose. 

The license in this section is revocable by us at any time. You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. 

You will indemnify, defend, and hold harmless Upskillery, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs, and attorneys’ fees Upskillery incurs from any unaffiliated third-party claim arising from your User Content or your use of the Services.

We do not have any responsibility or liability for your User Content or for any loss or damage your User Content may cause to you or to other people.  We have the absolute discretion to remove any User Content posted or stored on the Site, and we may do this at any time and for any reason, although we have no obligation to do so.  You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.  If you download User Content, the extent permitted by law: (i) your use of User Content is at your own risk; (ii) WE EXCLUDE ALL LIABILITY TO YOU AND ANY THIRD PARTY IN RESPECT OF YOUR USE OF USER CONTENT; (iii) it is your responsibility to assess the suitability of User Content for your purposes.

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics (“Content”) and trademarks and logos (“Trademarks”) on the Site are owned or controlled by us, licensed by us and are protected by copyright, trademark laws and various other laws of the United States.  We allow you to use the Site and Services only for users’ personal, noncommercial purposes. 

Provided that you are eligible to use the Site, we grant you a limited license to access and use the Site and to download any portion of the Content that you have properly gained access to solely for your internal business use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Trademarks.

You may not rent, transfer, assign, commercially exploit, resell, or sublicense access to the Services to any third party. You agree not to combine or integrate the Site or Services with hardware, software, or other technology or materials not provided by us. You may not alter or create any derivative product based on the Site or Services. Except as expressly stated in this Agreement, no part of the Site or Services may be copied, reproduced, republished, distributed, displayed, downloaded, posted, or transmitted in any form or by any means. Any future amendments to the Site or Services shall be subject to this Agreement. You agree not to use the Site or Services to violate local, state, national, or international law; stalk, harass, or harm anyone; collect or store personal data about other users; impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or interfere with the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services. 

In addition to other restrictions set forth in this Agreement, you agree that:

• You shall not use the Site in any way that breaches any applicable local, national, or international law or regulation.

• You shall not disguise the origin of information transmitted through the Site or place false or misleading information on the Site.

• You will not use or access any service, information, application, or software available via the Site in a manner not expressly permitted by Upskillery.

• You will not input or upload to the Site any information which contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system, the Site, or information.

• Certain areas of the Site may be restricted to Registered Users and Admin Users of Upskillery. 

• You may not use or access the Site in any way that, in Upskillery’s judgment, adversely affects the performance or function of the Site or interferes with the ability of authorized parties to access the Site. 

• You will use the Site for lawful purposes only and will not submit or transmit through the Site any material or engage in conduct that (1) violates or infringes the rights of others, including, without limitation, rights in intellectual property such as trademarks, copyrights, patents, and trade secrets, (2) is unlawful, threatening, abusive, profane, explicit, harassing, defamatory, fraudulent, constitutes an invasion of privacy or contains explicit, graphic, obscene or pornographic materials; or which otherwise violates any law, rule, regulation or the rights of a third party, (3) impersonates any person, including Upskillery and its employees, principals, agents, consultants or affiliates or allows you or a third party unlawful access to a third party’s computer or network, (4) is harmful or attempting to harm minors in any way, or (5) violates this Agreement, the Privacy Policy, or any other policy of Upskillery.

This Agreement will become effective and binding when you use the Site or Service, or when you voluntarily register for an Account (whichever occurs first). We reserve the right to terminate this Agreement, your Account, and your access to the Site and the Service at any time without notice.  If we have suspended or terminated this Agreement, your Account, the Site, or the Service other than for your breach of this Agreement, we will refund you a pro-rata share of any amounts you have pre-paid for an Account to the Service (if any). Your rights under this Agreement will automatically and immediately terminate if you fail to comply with your promises and obligations stated in this Agreement. If we have suspended or terminated this Agreement or your Account for your breach of this Agreement, you must pay to us any and all outstanding Fees due for the remaining duration of the Subscription Term, which will become immediately due and payable upon termination.

We may suspend your access to the Services or any of your Registered User’s accounts immediately or terminate this Agreement if you have failed to pay any Fees within sixty (60) days after the relevant due date. If we suspend your use of the Services pursuant to our rights in this Agreement, we will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to us resuming the provision of the Services.  We will only resume the provision of the Services once you have cured to our reasonable satisfaction the matter that caused the suspension.

You may terminate the Services at any time by written notice.  If you choose to terminate this Agreement, you will not be entitled to any credits or refunds as a result of such termination.

Upon termination of this Agreement, you shall immediately cease use of all Services. You acknowledge and agree that following termination of this Agreement, Upskillery may immediately deactivate Customer’s account.  

Upon termination, Upskillery shall have the right to maintain one copy of user data, User Content for archival purposes and compliance with state and federal law. Upon request by you made before or within thirty (30) days of the termination of this Agreement, Upskillery will make available to you the most recent version of historical customer usage data in a format at the discretion of Upskillery.  Upskillery shall have no obligation to maintain or provide any User Content and shall, unless legally prohibited, delete in such a manner as prevents recovery through normal means, all User Content in its systems or otherwise in its possession or under its control.

The information provided on this Site is from the perspective of marketing consultants and as such, this Site is not administered by or portraying to be a medical professional.  This Site is not providing health care, medical or nutritional therapy services, or attempting to diagnose, treat, prevent, or cure any physical, mental, or emotional issue, disease, or condition and you agree and acknowledge that Upskillery is not providing medical advice in any way.

You acknowledge that you are voluntarily participating in using this Website and that you are solely and personally responsible for your choices, actions, and results, now and in the future. You accept full responsibility for the consequences of your use, or non-use, of any information provided on or through this Website, and you agree to use your own judgment and due diligence before implementing any idea, suggestion, or recommendation from this Website to your life, family, or business.

UPSKILLERY MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE OR THE CONTENT.  THE USE OF SAME IS AT YOUR OWN RISK.

UPSKILLERY MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL INFORMATION CONTAINED ON THE SITE IS ACCURATE AND UP TO DATE. NEVERTHELESS, YOU MUST EVALUATE THE INFORMATION AND CONTENT OF THE SITE. YOUR USE AND BROWSING OF THE SITE IS EXCLUSIVELY AT YOUR OWN RISK AND THE SITE, THE SERVICES, AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS.  UPSKILLERY, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.  UPSKILLERY AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABLENESS, COMPLETENESS, SECURITY, TIMELINESS OF THE CONTENT OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE SITE, OR IF YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS.  NO INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY UPSKILLERY IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.  IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS.  YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT UPSKILLERY IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, UPSKILLERY IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPSKILLERY, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT THE SITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLECT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPSKILLERY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH UPSKILLERY IS TO DISCONTINUE YOUR USE OF THE SITE AND THE SERVICES.  UPSKILLERY IS NOT RESPONSIBLE FOR WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. UNDER NO CIRCUMSTANCES WILL UPSKILLERY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SITE, THE CONTENT POSTED ON THE SITE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE SITE, WHETHER ONLINE OR OFFLINE.

You agree to use the Site in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of Upskillery, negatively reflect on the goodwill or reputation of Upskillery and shall take no actions which would cause Upskillery to be in violation of any laws, rulings or regulations applicable to Upskillery.

This agreement has been made in, and will be construed and enforced in accordance with the laws of, the State of Arkansas without regard to its principles of conflicts of laws.  You and Upskillery consent to the exclusive jurisdiction of the state and federal courts sitting in Washington County, Arkansas for any actions, suits, or other proceedings arising out of, or related to, the enforcement of either party’s rights hereunder.  You and Upskillery agree not to commence any action suit or proceeding in any other court and hereby irrevocably and unconditionally waive any objection to the laying of venue in any such court.  The parties each agree to waive their separate rights to a trial by jury.

When you visit the Site or send e-mail to Upskillery, you are communicating electronically. If you submit User Content, Upskillery will communicate with you by e-mail.  We may also communicate by posting notices on the Site. Admin Users may communicate with the Admin’s Registered Users through push notifications.  You agree that all notices, disclosures, and other communications that Upskillery makes electronically satisfy any legal requirement that such communications be in writing. If you want to withdraw this consent, please stop using this Site.

We always appreciate your feedback and other suggestions about our Services and the Site. You agree that we may use any feedback, suggestions, comments, information, ideas, concepts, reviews, techniques, or any other material contained in any communication you may send to us ("Feedback"), without any restriction, acknowledgment, or compensation paid to you, for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Site and/or Services. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.  We are under no obligation to keep your Feedback confidential.

You may not assign this Agreement or any of your interests, rights or obligations under this Agreement.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  No waiver of any of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

We may amend this Agreement at any time and for any reason. We ask that you stay up-to-date with these Terms. When we make changes to this Agreement, we will notify you of the changes by posting the revised version on our website. Any changes will become effective upon the earlier of thirty (30) calendar days following our e-mail notice to you (if applicable) or thirty (30) calendar days following our posting notice of the changes on our Site.  Changes will be effective immediately for new users of our Site or Services.  If you object to any such changes, we ask that you cease using the Site and the Services.  By continuing to use the website after we have posted modifications or amendments to the Terms, you consent to such amendments and/or modifications.  For this reason, we encourage you to review the Terms whenever you use the Site or Services.

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND UPSKILLERY, THIS AGREEMENT, TOGETHER WITH THE UPSKILLERY PRIVACY POLICY, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND UPSKILLERY WITH RESPECT TO THE USE OF THE SITE AND SERVICE, INFORMATION OR CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.

If you have any questions or concerns regarding the Terms of Use, please contact us at support@upskillerylms.com.