Last Updated: August 25, 2021
You may use the Services only if you can form a binding contract with Skillective and are not a person or organization barred from offering or receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of another party, such as a company, organization, government, minor or other legal entity or person or entity from whom you have a power-of-attorney or other legal right to contract, by using the Services of the Site, you represent and warrant that you are authorized to do so and bind such other party. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that Skillective provides may change over time and the form and nature of the Services that Skillective provides may also change from time to time without prior notice to you. In addition, Skillective may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
In the event of such stoppage of Services, Clients’ and Instructors’ sole remedy is to request payment be processed for all unpaid amounts outstanding as of the date of such stoppage. Client and Instructor waive all other rights available to them by common law, statutory or equity.
2. Description of the Services
The Services provide a means for Instructors and Clients to locate each other, book and schedule Session Time (“ST”) for a lesson with each other at Instructor’s designated Lesson Fee (as defined below), and process payments between the parties. Instructors must apply to and be accepted by Skillective to use the Services. Once the Services, are available, Instructors shall create a profile by confirming their Instagram® or other social media account and uploading relevant media and profile information. Clients with a need for ST with an Instructor, which makes use of the instructions of an Instructor (each a “Lesson”) may browse available Instructors and their posted schedule on the Site. Clients may then submit a request to book a particular Session Time. If there are no ST or no desired STs, a Client can make a Lesson request for an available ST with a particular Instructor through the Services (“Request for Lesson” or “RFL”).
Instructors shall clearly state their required compensation for each Lesson, whether such Lesson is delivered via personal instruction or pre-recorded media. Client acknowledges and accepts Instructor’s Lesson Fee at the time Client submits an RFL to an Instructor. Instructor is solely responsible for the Lessons that it makes available or lists through the Services, including but not limited to setting the prices for Lesson Fees. The Instructor shall accept or deny said request within 48 hours of the Client’s submission of an RFL. If the RFL has not been accepted by the Instructor after this initial 48 hours, the Lesson shall, by default, be deemed as having been denied by the Instructor.
In the event a Client requests instruction outside of Instructor’s offered Lessons and or Session Times, Client and Instructor shall determine the scope, schedule and Lesson Fee of such instruction, all subject to an SF.
Once a Client’s RFL is accepted by an Instructor through the Services, the Client/Instructor may use the Services to manage communications and logistics to the extent the Services, at any time or from time to time, include the means to do so.
Application Data. In consideration of your use of the Services, you agree to: (i) provide true, complete and accurate information about yourself as prompted by the Service's application form (“Application Data”) and (ii) maintain and promptly update the Application Data to keep it current and complete. If you provide any information that is untrue or inaccurate or Skillective has reasonable grounds to suspect that such information is untrue or inaccurate, Skillective has the right to require you to update your Application Data and/or suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) at the sole discretion of Skillective.
Passwords. You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your Skillective account. You agree to not share, give, sale or rent or by any other means allow your password to be used by any other person or entity. You shall remain liable for all unauthorized password use. If you discover any unauthorized use of your account, or other known account-related security breach, you must report it to us immediately. Skillective cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
5. Payment Processing
Payment processing services for you, and for users of the Services generally, are provided by third party payment services organizations (“Payment Processors”) through our Site and are subject to the Payment Processors’ terms of service (the “Payment Services Agreements”). By agreeing to these Terms or continuing to operate as a user of the Services, you agree to be bound by the Payment Services Agreements applicable to payments related to the Services you use, as the same may be modified from time to time by the applicable Payment Processor.
For the avoidance of doubt, Skillective currently uses Braintree®, a division of PayPal, Inc®. (“Braintree”®) for payment processing services. By using the Braintree® payment processing services, you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement. Skillective reserves the right to change its payment processing service provider at its sole discretion.
As a condition of Skillective enabling payment processing services through the Payment Processors, you agree to provide Skillective accurate and complete information about you and your business, and you authorize Skillective to share it and transaction information related to your use of the payment processing services provided by the Payment Processors.
6. User Content and Content Guidelines
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the originator of such Content. Skillective does not take responsibility for such user generated Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
Skillective does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. You agree, and/or by use of the Services that, under no circumstances shall Skillective be liable in any way for all of your Content, including, but not limited to, any errors or omissions in your Content, or any loss or damage of any kind incurred as a result of the use of any or all Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere, and you agree to release Skillective from all damages and claims resulting therefrom.
Content Guidelines. You agree that if you submit any Content to Skillective, such Content shall not violate the following “Content Guidelines.” Content must not:
- Violate or infringe any rights of any other party, including but not limited to copyright, trademark (including logos of Skillective and all or any third parties), privacy, publicity and all other intellectual property rights;
- Contain material or act in any way that is inappropriate, indecent, obscene, pornographic, hateful, tortious, defamatory, slanderous or libelous towards Skillective, Client(s), Instructor(s) or any other party via the Site or other social media vehicles;
- Contain materials or act in any way that is unlawful, in violation of or contrary to the laws or regulations of the United States or any jurisdiction where Content is created or distributed;
- Contain information or act in any way known by user to be false, inaccurate or misleading;
- Contain content or act in any way that is, or may be reasonably considered to be, hate speech, or promotes criminal activities, violence, bigotry, racism, hatred, self-harm or harm against any group or individual or promotes discrimination based on race, gender, ethnicity, religion, nationality, disability, sexual orientation or age; and/or
- Disparage Skillective or any other person or party.
If any Content violates these Content Guidelines, or other guidelines as may be provided by Skillective and as determined by Skillective in its sole discretion, you shall immediately remove such Content upon request from Skillective. Skillective reserves the right to audit any or all Content and the right to remove Content that violates the “Content Guidelines” above without notice. Notwithstanding any other action available for Skillective, Skillective shall have the right to immediately suspend user’s access to the Site and/or terminate this Agreement at Skillective’s sole discretion for violations of the Content Guidelines. We may investigate or take legal action as necessary, including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.
Payment information from Client to Instructor will be collected at the time of Client’s submission of its booking of an available ST via submission of an RFL; however, payment will not be collected by Skillective until the RFL is approved by the Instructor. Client’s payment will be held in escrow by Skillective until eight (8) hours after the ST was scheduled to have taken place. After such eight (8) hours, the TC, minus the Service Fee, shall be released from escrow to allow payment to the Instructor. Skillective is not a party to the agreement(s) between Clients and Instructors. Instructors have complete control to manage their own pricing, wages, compensation payment of taxes and/or other fiscal related matters. There may from time to time be additional charges collected from us for LF (location-based fees). The Instructor and Clients are fully responsible for all tax and income related reporting and payments.
The “Lesson Fee” (or “LF”) is the amount charged and retained by the Instructor from the Client for all services, in all forms whatsoever, provided via the Site.
The Service Fee (“SF”) is the amount charged and retained by Skillective from the Client for all services, in all forms whatsoever, provided via the Site and includes: Skillective Fee (SF) @$1.50 per Lesson per person; for live internet interaction with Instructor a Virtual Connection Fee (“VCF”) @ $0.005 (½ cent) per minute per person (if applicable); Payment Processor Fee (“PPF”) (for Credit Card Processing Fees or E-Payment Processing fees) which consists of: $0.30 per Lesson, plus 2.9% times the total of the LF, SF, VCF, and PPF. The SF may be adjusted by Skillective at its sole discretion. In addition to the foregoing, Instructor also agrees that under some circumstances additional fees may be collected by Skillective such as: 1) Location Fee (“LF”) (e.g., rental of large venue space for group sessions); or 2) Skillective Administrative Fees (AF) as described elsewhere in these Terms.
The Total Charge (“TC”) to the Client is the Lesson Fee plus the Skillective Fees. Instructors and Clients agree that the TC is a fair and just compensation for use of the Services by Instructors and Clients.
All additional fiscal obligations for space or location usage, business costs and all additional costs, fees liens and all costs related to the Instructor’s time or service will be the sole responsibility of the Instructor. Instructor and Client shall both be independently responsible for complying with all service or income related legal obligations (including reporting and payment of all applicable/required taxes (if any) or other withholdings and reporting requirements of applicable taxing and/or fee leveling authorities).
Refunds attributable to Instructor/Client cancellations, excused missed Lessons, and the like, are at the discretion of the Instructor. In the event an Instructor chooses to waive or refund a Client’s Lesson Fee, the Instructor shall contact Skillective immediately requesting such adjustment. Skillective reserves the right to retain the Service Fee associated with such refund and charge an additional administrative fee for processing such refunds. Skillective may choose to waive all administrative fees and Service Fees, in whole or in part, at its sole discretion.
Authorization. By agreeing to these Terms, Clients are giving Skillective permission to charge the credit card, bank account, pay-pal®, Venmo®, apple pay®, google pay® or any other approved method of payment associated with the Client’s account for TCs associated with the Client’s use of the Services, including the full amount owed to each Instructor, as well as the SF due to Skillective.
Responsibility of Payment By Client. You are responsible for all fees, including taxes, associated with your use of the Services. By using the Services, Client agrees to pay the Instructor the amount agreed or reflected for the desired Session Time including all Service Fees. Clients shall be responsible for providing Skillective with a valid means of payment from Client.
Skillective’s Responsibility to Client. Skillective agrees to present a Client using the Services with a full breakdown of each charge in advance of requesting the booking. Only after both the Client and Instructor have mutually approved the transaction will the TC payment be charged to Client.
Skillective’s Responsibility to Instructor. Skillective agrees to pay the applicable Instructor the amount of the applicable Lesson Fee received from Client.
Skillective’s Service Fee. The Service Fee shall be retained by Skillective prior to remitting payments to Instructors’ accounts.
Payment Process. Payment will be processed as soon as the Instructor accepts the Client’s RFL. The full TC payment will be held in escrow by Skillective and will be released, less all Service Fees or other administrative fees, to Instructor eight (8) hours after the Scheduled Session Time has ended. Clients may submit disputes over payment to admin@Skillective.com. However, once 24 hours has passed, the charges are accepted by the Client and can no longer be disputed through the Services and can only be refunded by the Instructor.
Client Failure to Pay. If a Client fails to pay amounts due under these Terms, whether by cancelling or failing to maintain current payment information for the credit card associated with the Client’s account, initiating an improper chargeback, or any other means, Client's Skillective account will be suspended, no additional payments will be processed, and any work-in-progress may be suspended and/or terminated. Without limiting other available remedies, Client must reimburse Skillective for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by applicable law. In its sole discretion, Skillective may setoff amounts due against other amounts received from or held for the Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with such agencies or authorities in any resulting investigation or prosecution.
9. Rights and Restrictions
Our Rights. We reserve the right at all times (but will not have any obligation to screen, preview, monitor or approve) to remove or refuse to distribute any Content on the Site or in connection with the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to satisfy any applicable law, regulation, legal process or governmental request; enforce these Terms, including investigation of potential violations of the Terms; detect, prevent, or otherwise address fraud, security or technical issues; respond to user support requests; or protect the rights, property or safety of Skillective, its users, the users of the Services and the public.
Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries or regarding intellectual property and other proprietary rights);
- For purposes of competitive analysis, the development of a competing product or service, or for any other purpose that is to the commercial disadvantage of Skillective; To submit information, documentation, or materials that pertains or belongs to any other party or infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
- To directly or indirectly modify, translate, or otherwise create derivative works of any part of the Services;
- To directly or indirectly license, copy, sell, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or commercially exploit the Services, in whole or in part;
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- To harvest or collect information about other users without their consent;To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
- To impersonate or attempt to impersonate Skillective, a Skillective employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Skillective or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services;
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;
- Use any device, software, or routine that interferes with the proper working of the Services;
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services;
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
- Otherwise attempt to interfere with the proper working of the Services.
- Reverse engineer, decipher, decompile, remove, disassemble, or otherwise attempt in any way or method to emulate or simulate the Services offered by Skillective via its Site or the content therein, or derive any source code or underlying ideas or algorithms of any part of the Services, security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services, except to the extent applicable laws specifically prohibit such restriction .
10. License, Right to Use the Services and Intellectual Property Rights
Skillective is deemed the author and owner of the software that provides the Services. Skillective retains all common law, statutory and other reserved rights, including copyrights, in and to the Site and Services, or we are an authorized licensee for all intellectual property used for purposes of providing the Site and Services. Skillective grants you a personal, limited, revocable, worldwide, non-sublicensable, non-assignable and non-exclusive license to use the software that we provide to you as part of the Services, until such time as such license may be terminated (for any reason whatsoever) by Skillective at its sole discretion. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Skillective in the manner permitted by these Terms.
Our Rights. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Skillective and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Skillective grants no right to you to use the Skillective name or any of the Skillective trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Skillective or the Services, whether submitted through the Services or on Skillective social media pages, if applicable (collectively, “Feedback”) is entirely voluntary, and we shall have exclusive ownership of all present and future existing rights to such Feedback and we will be free to use such Feedback as we see fit and without any obligation to you. You specifically waive any “moral rights” in and to the Feedback and you agree that any Feedback you submit to us will not contain any information or ideas that you consider to be confidential or proprietary. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO SKILLECTIVE.
Copyrights. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you 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 the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with these notice requirements, your notification may not be valid. Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
We reserve the right to remove Content alleged or which we believe to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Skillective may also terminate a user’s account if the user is determined to be a repeat infringer. You agree our sole liability to you is limited to our removal from our Site the offending material and we have no further obligation to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
ATTN: Copyright Agent
4939 Harvest Hill Dallas, Texas 75244
11. Confidentiality on the Services
Each Instructor acknowledges that, in the course of communications with a Client in connection with the Services, Instructor may come into possession of business information or other confidential or proprietary information of such Client (“Confidential Information”). Instructor agrees that the Confidential Information is the sole property of such Client and further agrees to treat all such Confidential Information as confidential and will not disclose such information to third parties before, during and/or after the term of the Lesson except with Client's written approval, and only to the extent necessary to perform the Services. The obligations of this Section also apply to Instructor's employees, agents, and subcontractors and Instructor shall be responsible for those parties’ compliance and liable for any non-compliance by such parties. At the termination of the Project, Instructor shall promptly return to Client, or certify destruction of, all copies of Confidential Information furnished by Client and all material prepared for or in connection with the instruction in the possession of Instructor and/or Instructor’s employees, agents, and subcontractors. This obligation of confidentiality shall survive completion of all instructions.
12. Dispute Resolution
Between Client and Instructor. While Skillective is not a party to the dealings between Instructors and Clients, we may benefit as a third-party from the covenants and agreements they make. As such, we may offer assistance in resolving disputes related to such agreements. Dispute mediation through Skillective is informal and may not result in binding legal judgments. In the event either party refuses to comply with a Skillective dispute resolution recommendation, both parties are free to pursue any and all legal actions and remedies available between themselves. NOTWITHSTANDING THE FOREGOING, IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY USER OF THE SERVICE), SKILLECTIVE IS UNDER NO OBLIGATION TO BECOME INVOLVED, AND YOU HEREBY RELEASE SKILLECTIVE FROM ANY CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND AND OF ANY NATURE ARISING OUT OF OR RELATING TO ANY SUCH DISPUTE.
Between Client and Skillective.
CLIENT IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING.
Between Instructor and Skillective.
INSTRUCTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING.
You may end your legal agreement with Skillective at any time for any reason by sending an email request to admin@Skillective.com to deactivate your account. You do not need to specifically inform Skillective when you stop using the Services. If you stop using the Services without deactivating your accounts, your accounts may be deactivated after a reasonable period due to prolonged inactivity.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. If we suspend or terminate your account, we will make reasonable efforts to notify you by email to the email address associated with your account or the next time you attempt to access your account.
All provisions or partial provisions, such as the provisions regarding the payment of fees, which by its nature would reasonably survive the termination of these Terms shall survive termination.
14. Disclaimers, Limitations of Liability and Indemnity
Please read this section carefully since it limits the liability of Skillective and its affiliates, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Skillective Entities”). Each of the subsections below only applies to each circumstance and each party re