1.1 Welcome to the XpertSkills website. We hope that you enjoy your learning experience and thank you for your business. These Terms and Conditions of Use (the "Agreement") govern your use of the Internet-based learning service operated by XpertSkills ("Service"). The Service consists of computing and information services and software, information, interactive learning products and other content provided by XpertSkills and its affiliates (collectively "XpertSkills") and its third party licensors.
1.2 Your participation in the Service is conditioned upon your acceptance of this Agreement. Please carefully read this Agreement and indicate your acceptance by using the Service, enrolling in a course, workshop or lab, downloading a tutorial, or by purchasing any of our products. XpertSkills reserves the right, in its discretion, to change all or any part of this Agreement at any time. Such changes shall be effective immediately upon publication of the modified Agreement on the Service. Your continued use of the Service following any changes constitutes your binding acceptance of these terms and conditions including any such changes.
If at any time any part of this Agreement is no longer acceptable to you, you should immediately terminate your use of this Service. XpertSkills is not obligated to refund any portion of fees paid or to forgive any fees that remain payable, but it may consider requests for a refund or forgiveness of fees, as applicable, in its sole and absolute discretion.
This Agreement is the entire agreement relating to its subject matter between you and XpertSkills, and it supercedes any prior proposal, representation or understanding between the parties, unless expressed in a formal contract, which will be interpreted in a manner consistent with this Agreement.
2. Grant of License:
XpertSkills grants you, as a registered subscriber, the right, with a standard web browsing program not supplied by XpertSkills ("Browser") to use the Service and the information, software, photographs, audio and video clips, graphics and other material contained on the Service (collectively, the "Content") solely for your own individual (non-commercial) use on one personal computer or other device capable of displaying the Content. You may not share your access nor distribute any Content from the Service to others without the prior written permission of XpertSkills.
3. Use of Service Content:
3.1 You acknowledge that the Service and all Content are protected by copyright, trademark, (see by copyright, Trademarks and Copyrights or other proprietary rights of XpertSkills, its affiliates or third party licensors. You agree to comply with any additional copyright notices, information, or restrictions applicable to any Content available on or accessed through the Service.
3.2 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as expressly permitted in this Agreement. Content consisting of or containing downloadable software may not be reverse engineered unless specifically authorized by its proprietor.
3.3 You may download or copy the Content only for your own individual use, and further provided that you maintain all copyright and other notices contained in such Content. You shall not store electronically any portion of any Content, except as may be temporarily stored by your Browser in its ordinary operation. Except as may be expressly permitted by copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express prior written permission of the owners of such Content.
3.4 You grant to XpertSkills the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence.
4. Service Rules of Conduct:
You may use the student forum feature of the Service for lawful purposes only. You may not upload to, or distribute or otherwise publish through the Service, any material which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, or otherwise objectionable to XpertSkills in its sole and absolute discretion, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as by infringing any copyright, trademark, patent, or trade secret or violating any right of privacy or publicity, or (d) otherwise violates any applicable law. You may not use the Service for any commercial purpose , including advertising or solicitation of funds or goods and services. In addition, you may not use the Service to solicit subscribers to join other online information services that are competitive with the Service.
5. Managing Content:
XpertSkills does not and cannot review material submitted to the Service by subscribers ("Subscribers' Content") and is not responsible for such Subscribers' Content. However, XpertSkills reserves the right to cancel your access to these areas and/or delete, move, modify, or edit any Subscribers' Content, including messages posted in any forum, that it may determine, in its sole discretion, violates this Agreement. You are and shall remain solely responsible for all Subscribers' Content posted by you or by any other person using your account.
6. No Endorsement:
6.1 XpertSkills does not represent or endorse the accuracy or reliability of any Subscribers' Content displayed, uploaded, posted on any message board, or otherwise distributed through the Service. XpertSkills expressly disclaims any liability related to Subscribers' Content, and you acknowledge that any reliance by you upon such Subscriber Content shall be at your sole risk.
6.2 The Service may contain links to sites on the Internet that are owned and operated by third parties (the "External Sites"). You acknowledge that XpertSkills is not responsible for the availability of, or the content located on or through, any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or External Sites.
7. Subscriber Qualifications:
7.1 As part of the registration process, you will either be given an access key or a user id and password. If you are given an access key, you will select a password and fill in certain information about yourself. You must provide accurate, complete, and current registration information and you agree to provide XpertSkills with any updates to that information promptly after such changes occur.
7.2 Individual subscriptions to the Service are available only to persons who are at least 18 years of age. Your right to use the Service is personal to you and cannot be transferred to any other person.
7.3 You are responsible for all use of your account under any password by any person, whether or not authorized by you, and for ensuring that all use of your account complies with this Agreement.
7.4 You shall be responsible for obtaining communication services, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service including, but not limited to, charges imposed by an Internet service provider, or your local telephone company.
8. Subscriber Information, Privacy:
9. Service and System Availability:
XpertSkills uses reasonable efforts to maximize system availability. XpertSkills shall make a reasonable effort to correct any technical difficulties which may arise with the Service, however, XpertSkills is not responsible for any Service down time. XpertSkills is not responsible for any technical difficulties resulting from the World Wide Web, internet access, computer hardware or software.
You hereby agree to indemnify, defend and hold XpertSkills, and all of its officers, directors, employees, owners, agents, information providers, affiliates and licensors (collectively, " Representatives") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by XpertSkills or any Representative in connection with any claim arising out of any use or alleged use of your account or password by any person, whether or not authorized by you. XpertSkills reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with XpertSkills's defense of such claim.
11. Termination of Service:
11.1 XpertSkills reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Service at any time for any reason without prior notice or liability and without any obligation to refund any portion of fees paid.
11.2 XpertSkills may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability.
12. Disclaimer of Warrantees; Limitation of Liability:
12.1 THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF XPERTSKILLS, THIRD PARTY CONTENT PROVIDERS OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. NEITHER XPERTSKILLS NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES XPERTSKILLS, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT.
12.2 NEITHER XPERTSKILLS, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF XPERTSKILLS, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13. Third Party Rights:
The provisions of paragraphs 3, 4, 10, 12 and 15 are for the benefit of XpertSkills, third party Content providers, and its and their respective employees, agents and contractors. Each such party will have the right to enforce such provisions directly on its own behalf.
This Agreement shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Monroe County, New York. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement may not be amended except in writing signed by both parties and no waiver by either party shall be deemed a waiver of any preceding or subsequent breach or default. The provisions of sections 3, 4, 7, 8, 10, 11, 12, 13 and 14 shall survive any termination of this Agreement, as well as any other provisions which by their terms or sense are intended to survive.