These Client TERMS OF SERVICE (“Terms of Service”) constitute a binding contract between you (“ The Client”) and Skills Player Ltd (“Company”), regarding the terms under which the Company will provide the Client with access to the Services.
BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, THE CLIENT SIGNIFIES ITS AGREEMENT TO THESE TERMS OF SERVICE (“Acceptance”). The Client agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by the Client. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.
- “Effective Date” - refers to the date that the Company confirms The Client’s right to use the Skills Player Platform.
- “Public Website” - means that portion of the Website that is available for use by any person without the need to be a Client.
- “Services” - means the Public Website, the Skills Player Platform, and their entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, the Exercise Files, and any documentation pertaining to the foregoing).
- “Client” - refers to an individual/entity/organization/institution that has the right to access the Skills Player Platform having paid a Subscription Fee for the determined number of “Users”. The Client must be at least 18 years of age or, as applicable, the age of majority in the country, state or other jurisdiction in which the Client resides, and possess the legal right and ability to enter into binding contracts. The Client will be responsible for ensuring that its Users remain fully compliant with these Terms of Service . With respect to a Client with more than one User, the following terms will apply:
- “Users”, refers to the individuals authorised by the Client to Access the Skills Player Platform. The number of permitted Users is determined by the Subscription paid. The number of permitted Users may not exceed the number paid for under the Subscription. The User’s identifier must not be of a generic nature. An example of a unique identifier is firstname.lastname@example.org. An example of a generic identifier is email@example.com
- “Client Administrator” means the administrator designated by the Client who has reporting access and management tools and who may substitute Users not to exceed the number of Users paid for by the subscription.
- The Client agrees on behalf of itself and it Users, where applicable, to treat password, usernames, and other security information as confidential and to not provide any other person with access to the Skills Player Platform or portions of it using the Client’s or the User’s Authentication Information. The Client will notify the Company immediately of any unauthorized access to, or use of, Authentication Information. The Company has the right to disable any The Client or User access to the Services at any time, in its sole discretion [for any or no reason, including] if, in the Company’s opinion, The Client and/or User has violated any provision of these Terms of Service or appear likely to do so.
- “Subscription” - refers to a right to use the applicable portion of the Skills Player Platform as The Client under a Paid Subscription, to access the Skills Player Platform.
- “Subscription Term” - means the period of time that a The Client may utilize the applicable portion of the Skills Player Platform.
- “Skills Player Platform” - means the applicable portion of the Website, that is available only to a Client.
- “Pay per View” – means to purchase access to the Skills Player platform to view a single video tutorial.
- “Virus” means any item or device (including any software, code, file or program) which is designed to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- “Website” - means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in Company's website located www.skillsplayer.com (or such other web address notified by the Company to The Clients at any time), and includes the entirety of both the Skills Player Platform and the Public Website.
2) INFORMATION ABOUT THE COMPANY.
Skills Player Ltd is a Company registered in Scotland Registration Number SC 504558 The registered address is 4 Royal Crescent, Glasgow G3 7SL
3) THE CLIENT WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.
- Subject to these Terms of Service, The Client will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable right to access that portion of the Skills Player Platform applicable to the Subscription type. By agreeing to grant such access, the Company does not obligate itself to maintain the Website, or to maintain it in its present form. The Company may upgrade, modify, change or enhance the Services and convert a The Client to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to The Client’s use of the Services and on reasonable prior notice to The Client (unless the change is of critical business importance or outside the Company’s control, in which case the Company will explain the reason for the changes as soon as is reasonably practicable).
- The Client agrees to abide by any rules or regulations that the Company publishes with respect to conduct of The Clients and other users of the Website, which rules and regulations are hereby incorporated into these Terms of Service by this reference. The Company reserves the right to deny a The Client and/or an Authorized End User access to the Skills Player Platform if, in the Company’s sole discretion, The Client and/or Authorized End User has failed to abide by these Terms of Service or appear likely to do so.
- The Client accepts that the Company in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service.
- The Client promises, acknowledges, and agrees on behalf of itself and its Authorized End Users (in the case of Multi-User Subscriptions) that:
- Access privileges may not be transferred to any third-parties;
- It will not access, store, distribute or transmit any Viruses;
- It will comply with all applicable laws and regulations with respect to use of the Services;
- It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Services or any component thereof;
- It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;
- It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Services or any portion thereof;
- It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Services;
- It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Services;
- It will not use the Services in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.
- The Client, is warranted to obtain any and all consents required by law, including, but not limited to (1) consent to compile reports as to usage of the Services by your Users and provide such reports to you, and (2) any other consents that may be required in order for us to provide the Services to you and your Users. You promise to obtain necessary consents from all relevant bodies, from your Users, from the parents or legal guardians of your Users (where necessary), and from other applicable individuals.
4) AVAILABILITY OF WEBSITE.
The Client recognises that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold the Company liable for delays that are ordinary in the course of Internet use. The Client further acknowledges and accepts that the Website will not be available on a continual twenty-four hour basis due to such delays, or delays caused by the Company's upgrading, modification, or standard maintenance of the Website.
5) INTELLECTUAL PROPERTY RIGHTS.
- The Services are owned by the Company, its licensors or other providers of such material, and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- No right, title or interest in or to the Services or any portion thereof, is transferred to any The Client or User, and all rights not expressly granted herein, are reserved by the Company.
- The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans, are trademarks of the Company or its affiliates or licensors. The Client may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
6) COMPANY OBLIGATIONS.
The Company will use commercially reasonable endeavours to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by the Company, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company. If the Services are in non-conformance with the foregoing undertaking, the Company will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide The Client with an alternative means of accomplishing the desired performance.
7) FEES AND PAYMENT.
- Subscription Fee. The Client agrees to pay the appropriate fee corresponding to the number of Users it wishes to access the Skills Player Platform for the applicable Subscription Term (“Subscription Fee”). The Company reserves the right to change the Subscription Fee with respect to a Renewal Term with prior written notification. Unless otherwise expressly stated, all fees are non-cancellable and non-refundable.
- Pay per View. The client agrees to pay to access and view a single tutorial over a set period of time after which access will be denied unless another Pay per View payment is made.
- Payment Details. Recurring charges are billed in advance of service. The Client agrees to provide the Company with valid, up-to-date and complete debit/credit card, contact and billing details. The Client further authorizes the Company to bill such debit/credit card on the Effective Date (and corresponding Renewal Dates, if appropriate) for the Subscription Fee due for the Subscription Term (and Renewal Term). If, for any reason, The Client’s credit/debit card company refuses to pay the amount billed for the Services, The Client agrees that Company may, at its option, suspend or terminate The Client’s subscription to the Services and require The Client to pay the overdue amount by other means acceptable to the Company. Company may charge a fee for reinstatement of suspended or terminated accounts. The Client agrees that until its subscription to the Services is properly terminated, it will continue to accrue charges for which it remains responsible, even if it does not use the Services. In the event legal action is necessary to collect on balances due, The Client agrees to reimburse the Company for all expenses incurred to recover sums due, including legal fees and other legal expenses. Unless otherwise expressly stated, all fees are stated in British Pounds.
8) TERM AND TERMINATION.
- Subscription. The Client may subscribe to the Services monthly or annually. Thereafter, the Subscription will renew automatically on the corresponding anniversary date (“Renewal Date”) of the Effective Date until the Client notifies Company of its intention not to renew prior to the end of the then-current term.
- Termination. The Company reserves the right to terminate or suspend access to all or any portion of the Services for violation or suspected violation of these Terms of Service.
- Effect of Termination. The Client will have no further rights to access the Skills Player Platform. Termination will not affect the rights or liabilities of either party that accrued prior to termination.
- Subscription Termination (applicable only to residents of a member country within the European Union). In addition to any other rights under these Terms of Service, you may cancel any Subscription for any reason during the fourteen (14) day period from the Effective Date by sending written notice to the Company at firstname.lastname@example.org
- If you do so, and with respect to any paying Subscription, the Company may, but is not obligated to, charge you a proportionate amount of the Subscription Fee for the part of the Subscription that you have used.
The Client agrees to maintain the confidentiality of the Company’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all portions of the Services, including but not limited to, the Skills Player Platform.
10) THIRD PARTY LINKS OR INFORMATION.
This Website may contain links to other websites that are not operated by or related to the Company. The Company is not responsible for the content, accuracy or opinions expressed in such third party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on this Website does not imply approval or endorsement of the linked website by Company. A Client or User that leaves this Website to access these third-party sites does so at its own risk.
11) DISCLAIMERS OF STATEMENTS/WARRANTIES.
The client’s use of the services or items obtained through the services is at its own risk. The services are provided on an "as is" and "as available" basis, without any statements or warranties of any kind, either express or implied. Neither company nor any person associated with company makes any statement, warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the services. Without limiting the foregoing, neither company nor anyone associated with company promises that the services or items obtained through the services or any portion thereof, will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the services or the website or the server that makes it available, are free of viruses or other harmful components, or that the services or items obtained through the services will otherwise meet the client’s needs or expectations. Company hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. No verbal or written representations, information or advice given by company or its authorized representative shall create a warranty or in any way increase the scope of this warranty.
12) LIMITATION OF LIABILITY.
- Company does not in any way exclude or limit its liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it would be illegal for company to exclude or attempt to exclude its liability.
SECTION 12 (B) APPLIES TO MULTI-USER THE CLIENTS:
- In no event shall company, its licensors, employees, agents, officers or directors be liable to the client or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, loss of data, or loss of profits, whether or not company has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the services or of any web site referenced or linked to from the services. Notwithstanding anything to the contrary in the foregoing, the client’s exclusive remedy and company’s entire liability, if any, for any claims arising out of these terms of service, shall be limited to the lesser of (i) the amount paid by the client to company in subscription fees during the two (2) month period immediately preceding the date on which the claim or action arose or (ii) two hundred pounds Sterling (£200), regardless of whether the claim or action is based on contract, tort, warranty, indemnification or otherwise. The existence of multiple claims will not enlarge this limit. The client will be responsible for all claims and damages resulting from the misuse of the services by the client and/or its users.
SECTION 12 (C) APPLIES TO INDIVIDUAL THE CLIENT RESIDENTS OF A EUROPEAN UNION MEMBER COUNTRY:
- In no event will company, its licensors, employees, agents, officers or directors be liable to you or any third party for any indirect, consequential losses (where consequential losses means loss arising as a side effect of the main loss), which are not a reasonably foreseeable consequence of such main loss or damage, including but not limited to (i) loss of income or revenue; (ii) loss of business; (iii) loss of profits; (iv) loss of anticipated savings; or (v) loss of data.
The Client agrees to compensate and defend fully Company, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable legal fees) resulting from any third-party claim, action or demand arising out of any breach by The Client of any representation, warranty, covenant, obligation or duty of The Client under this Agreement.
All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.
Except, for any provisions determining the primary contractual obligations of The Client and Company hereunder, the Company has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and The Client’s continued use of any of the Services following the posting of revised Terms of Service means that The Client accepts and agrees to the changes, to the extent permitted by applicable laws.
The Client may not transfer these Terms of Service, in whole or in part. Company may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
The Client acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms of Service may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Company may seek an injunction to prevent The Client from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Company may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Company may be entitled at law or in equity.
18) GOVERNING LAW AND VENUE.
These Terms of Service shall be construed and governed by the laws of Scotland, without regard to the principles of conflict of laws thereof. The Client agrees and accepts that any legal action or proceeding shall be brought in Scottish Courts, and The Client expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of these Terms of Service (including, but not limited to, any claims of breach of contract, tort, infringement), The Client agrees that all such disputes/claims will be resolved by means of a court trial conducted by the Scottish Courts, and The Client expressly waives any right it may otherwise have to a jury trial. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE AN INDIVIDUAL THE CLIENT RESIDENT IN A MEMBER COUNTRY OF THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.
Legal notices may be sent to Customerservices@skillplayer.com (if by email), or at Skills Player, 4 Royal Crescent, Glasgow, G3 7SL (if by conventional mail). Notices to The Client may be sent either to the email address supplied in The Client’s account or to the address supplied by The Client as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to The Client to the extent permitted by applicable law. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Company posts a notice on the Website.
20) FORCE MAJEURE.
Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labour disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
22) NO THIRD PARTY BENEFICIARIES.
No person or entity not a party to these Terms of Service will be deemed to be a third party beneficiary of these Terms of Service or any provision hereof.
If any provision of these Terms of Service are held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.
24) WAIVER AND AMENDMENT.
If Company fails to insist upon strict performance of The Client’s obligations under any of these terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve The Client from compliance with such obligations. No waiver by Company of any default will constitute a waiver of any subsequent default, and no waiver by Company of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to The Client in writing.
25) GEOGRAPHIC RESTRICTIONS.
Software, functionality, and/or features that may be available on or through Skills Player is subject to Controls and restrictions in various countries. The Client represents and warrants that it (and its Users, where applicable) are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Website may be accessible worldwide, the Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United Kingdom, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Website from other locations do so at their own initiative and are responsible for compliance with local laws.
26) COMPLETE UNDERSTANDING.