Legal: Terms and Conditions

Access to the Site, App, and Services. You do not need to register to access and browse some sections of the Site, App, or our Services, but you wil not be able to access all of the features of the Site, App, or Services unless you register with us and create an account. If you have not yet registered with us, your use of the Site, App, or Services will still be subject to these Terms.

Registration. You can register and create an account by submitting the information required (“Subscription Account”). You’ll need to provide a valid email address and a password which you will be required to submit each time you log in. You must provide accurate, current, and complete information during the registration process and keep such information associated with your Subscription Account current at all times. Any falsification of any information whatsoever may, at SkillDyne’s option, result in immediate suspension or termination of your right to use the Site, App, or Services.

Security. If you use our Services you are responsible for restricting access to your Subscription Account. Your login ID email address (or other unique identifier needed to create an account) and password, together with any mobile number or other contact information you provide, form your “Account Information.” You understand and agree that you are responsible for maintaining the confidentiality and security of your password and other Account Information, and that you are solely responsible for all activities that occur on or through your Subscription Account. You further agree to notify SkillDyne immediately of any unauthorized access to your Subscription Account or unauthorized use of your Account Information or any other security breach by emailing us at tripwire@imap.cc.

Contacting You. When you provide us with contact information in connection with a particular activity or when using our Services, such as an email address or telephone number, you agree that this action establishes a business relationship with us. You expressly consent to our communicating with you using contact information obtained directly from you or which is provided to us with your consent. You attest that you have the legal authority over any contact information provided to us and can provide us and/or third parties with the authorization to contact you. This means you may be contacted in person or by email, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, IM messaging, or any other means of communication that your wireless or other telecommunications device may be capable of receiving, in accordance with applicable laws or regulations (“Applicable Laws”).

4. PAYMENT AND CANCELLATION RIGHTS

Purchasing our Services. Please refer to the applicable offer for a description of our current subscription plans and pricing. Any terms and conditions of any offer disclosed to you when ordering is deemed part of these Terms. SkillDyne reserves the right to change the fees for its Services and will provide notice of any increase prior to your being charged.

Orders. Any prices displayed on the Site, App, or Services are quoted in U.S. dollars and are intended to be valid and effective only in the United States. We will add any applicable shipping and handling fees and sales or use tax in accordance with our then-current policies. All orders are for personal use only and orders for resale are prohibited. Products displayed on the Site, App, or Services are available only while supplies last. If we cancel your order after you have been charged, we will issue a refund. If you cancel your order after you have been charged, we will issue a credit to your Subscription Account.

No Binding Offer. Nothing on the Site, App, or Services constitutes a binding offer to sell, distribute, or give away any products or services. In the event the products and services are listed at an incorrect price, we have the right to refuse or cancel orders placed at the incorrect price, regardless of whether the order has been confirmed or you have been charged. We reserve the right at any time after receipt of your order to accept or decline such order, or any portion thereof, even after your receipt of an order confirmation or after you have been charged. We also reserve the right at any time to limit the quantities of licenses and/or services ordered for you or your household. There may be information on the Site, App, or Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We make no representation as to whether information on the Site, App, or Services is current or the completeness or accuracy of any information on the Site, App, or Services.

Billing Information. When you provide payment information (“Billing Information”) to SkillDyne or its authorized processor, you represent that you are an authorized user of the payment card, PIN, key, account, or other payment method specified by you (“Payment Method”), and you authorize SkillDyne or its authorized processor to charge such Payment Method for the full amount of the transaction. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, debit/credit card issuer, or other provider of your chosen Payment Method (the “Payment Method Provider”). If SkillDyne does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your account upon demand. In the event we are advised of insufficient funds or credit in your Subscription Account to cover your payment by your Payment Method, we may re-present such un-cleared or rejected payment, or any lessor amount thereof, to your Payment Method Provider. In the event we must collect unpaid amounts you owe us, you will be liable for all collection costs, including reasonable attorneys’ and collection agency fees. SkillDyne reserves the right to correct any errors or mistakes that it makes and to update your information from available third-party sources even if it has already requested or received payment. In the event SkillDyne cannot charge the Payment Method you provide we reserve the right to terminate your order and invoice you for any unpaid amounts. You must promptly notify SkillDyne if your Payment Method is canceled (e.g., for loss or theft). If you fail to notify us, you remain responsible for any continued charges to the Payment Method you provided.

Refunds. Subject to the terms of any refund policy in place for the online store where the App was downloaded (e.g., Google Play) and these Terms, SkillDyne will issue a refund for any reason within seven (7) days of submitting a payment to gain access to the full App. To request a refund, please send us an email to tripwire@imap.cc with your refund request and your reasons why you are seeking a refund. SkillDyne, in its sole discretion, may deny any refund request if it suspects your request is fraudulent or abusive in any way. If you believe you have statutory rights to receive a refund outside the scope of the foregoing rights or despite SkillDyne’s refusal of your refund request, please specify the laws you believe apply and why such laws support your request for a refund, and we will consider any submitted evidence. SkillDyne will notify you of its decision within one (1) week of receipt of your request. If SkillDyne decides to provide a refund in response to your request, it will initiate the refund within three (3) business days of making its decision. The refund will be submitted to the payment method used to make the purchase for the App, if possible. The timing for receiving your refund may vary based on many factors, including the nature of your payment method.

5. USE OF THE SITE, APP, AND SERVICES

Rules of Conduct. As a condition of your access and use of the Site, App, and Services and your submission or access to any Content, you agree not to use the Site, App, and/or Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by SkillDyne. As used herein, “Content” means any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials, that are submitted to or accessed from SkillDyne and/or its Site, App, and Services. By way of example, and not as a limitation, you agree not to do any of the following:

(a) intentionally or unintentionally violate these Terms, any other applicable agreement with SkillDyne, and any Applicable Laws;

(b) use the Site, App, and Services in any manner that violates any relevant law or that infringes, misappropriates, or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate, or violate a third party’s rights of publicity, contractual rights, fiduciary rights, or intellectual property rights;

(c) use the Site, App, and Services or its Content for any purposes not authorized by these Terms, including commercial, political, or religious purposes, including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;

(d) reproduce, duplicate, copy, modify, sell, re-sell, or exploit any Content or the Site, App, and Services for any commercial, educational, or any other non-personal purpose, without the express written consent of SkillDyne, which consent may be withheld by SkillDyne in its sole discretion;

(e) post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on SkillDyne’s infrastructure, interfere or attempt to interfere with the proper working of the Site, App, and Services or any activities conducted on the Site, App, and Services;

(f) harass, threaten, intimidate, impersonate, or attempt to impersonate any other person;

(g) knowingly provide or submit false or misleading information;

(h) use the Site, App, and Services if you are under the age of thirteen (13) without the supervision of a parent or guardian;

(i) attempt to gain unauthorized access to the Site, App, and/or Services or other user accounts, computer systems, or networks connected to the Site, App, and Services;

(j) use the Site, App, and Services in any way that could interfere with the rights of SkillDyne or the rights of other users of the Site, App, and Services;

(k) sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms;

(l) transmit or submit any transmission or other materials that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Site, App, and Services;

(m) access, download, monitor, or copy any information contained on our Site, App, and Services through artificial means, including but not limited to, using any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm, or methodology to obtain or attempt to obtain any Content, materials, documents, or information through any means not purposely made available through the Site, App, and Services;

(n) probe, scan, or test the vulnerability of, or otherwise breach the security or authentication measures of, the Site, App, and Services;

(o) reverse engineer, decompile, or disassemble any of the Site, App, and Services by any means whatsoever, or alter, modify, or create a derivative work of the Site, App, and Services; or

(p) remove, alter, or obscure any product identification, copyright, or other intellectual property notices on the Site, App, and Services.

Monitoring. SkillDyne reserves the right to monitor all network traffic to the Site, App, and Services and anyone using the Site, App, and/or Services expressly acknowledges that such monitoring may occur. SkillDyne may block unauthorized attempts or intrusions to upload or change information or cause damage to the Site, App, or Services in any fashion. You acknowledge that SkillDyne has no general obligation to monitor nor to actively seek facts or circumstances indicating illegal activity, but has the right to do so in order to: (i) operate, secure and improve the security of the Site or App (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure compliance with these Terms; (iii) comply with Applicable Laws or the order or requirement of a court, law enforcement, or other administration agency or governmental body; (iv) respond to user conduct that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms.

Termination. SkillDyne may terminate your access to its Site, App, or Services immediately or disable any user name, password, or other identifier, whether chosen by you or provided by SkillDyne, at any time without notice, if, in SkillDyne’s sole opinion, you have violated any provision of these Terms. Termination will not limit any of SkillDyne’s rights or remedies at law or in equity.

Third-Party Links. The Site, App, and Services may contain links to other websites or applications. These websites and applications are not under the control of SkillDyne, and the existence of a link from the Site, App, or Services does not imply any endorsement of or affiliation with the linked websites or applications. SkillDyne makes no warranties or representations, and disclaims all liability, relating to the accuracy, content, terms and conditions, privacy policies, products, services, legality, reliability, viewpoint, accuracy, currency, decency, or any other aspect of the linked websites or applications.

Modification to Services. SkillDyne has the right to modify its Services (and products and services accessible through its Services), and its Site or App at any time in its sole discretion which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that SkillDyne has no obligation to provide any Updates or to continue to provide or enable any particular features, functionality, or other aspects of its Site, App, or Services. Your only right with respect to any dissatisfaction with any modifications made or any policies or practices of SkillDyne in providing its Services is to cancel your account and/or stop using our Site, App, or Services.

Injunctive Relief. You expressly acknowledge and agree that there may be no adequate remedy at law for a breach of Sections 5 and/or 6, that such a breach may irreparably harm SkillDyne, and that SkillDyne is entitled, without limiting any of its other remedies at law or equity, to seek injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately, upon request and without the need to post a bond or security, with respect to any such breach or potential breach of these Terms.

6. PROPRIETARY RIGHTS

Ownership of Content and Marks. The Site, App, and Services, and all Content published on or accessible through the Site and Services, is owned by SkillDyne, its affiliates or its licensors, and is protected by laws governing copyrights patents, trademarks, trade secrets and/or other proprietary and intellectual property rights. SkillDyne owns a copyright in the selection, coordination, arrangement, and enhancement of such Content and a copyright in the Site and App. All trademarks, logos, service marks, trade names, and trade dress appearing on the Content, Site, or App (“Marks”), are proprietary to SkillDyne, its affiliates, or its licensors. You acknowledge that you do not acquire any ownership rights in any Content or Marks downloaded or accessed from the Site, App, or Services. You may not frame or utilize framing techniques to enclose any Marks or Content (including images, text, page layout, or form) nor use any meta tags or any other “hidden text” utilizing SkillDyne’s, its affiliates’, or its licensors’ name or Marks without the prior express written consent of SkillDyne. You agree not to copy, reproduce, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, the Site, App, Services, Marks or Content, in whole or in part, without the prior written consent or SkillDyne.

Our Limited License to You. You acknowledge and agree that the Site, App, Services, and Content are provided under license, and not sold, to you for your use. Your use of the App is also subject to the usage rules set forth in the Terms of Service for the Google Android platform. You do not acquire any ownership interest in the Site, App, Services, or Content under these Terms, or any other rights thereto other than to use the Site, App, Services, and Content in accordance with the license granted, and subject to all terms, conditions, and restrictions under these Terms. SkillDyne grants you a limited, personal, non-commercial, non-exclusive, revocable, non-assignable, and non-transferable license to access (but not through scraping, spidering, crawling, or other technology or software used to access data) and display the Content (excluding any software code) solely for your personal use in connection with accessing and using the Services as reasonably necessary to use them for their intended purpose. You may not insert any code or product to manipulate the Content, Site, App, or Services in any way that affects any user’s experience. SkillDyne and its licensors reserve all rights not expressly granted in and to its respective Site, App, Services, Marks, and Content. You may not use the Site, App, Services, Marks, or Content in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site, App, or Services. You may, however, from time to time, download copies of individual pages from the Services for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices intact.

Feedback/Idea Submissions. SkillDyne does not accept unauthorized idea submissions. Any ideas disclosed to SkillDyne are not confidential and SkillDyne may develop, use, and freely disclose or publish similar ideas without compensating you or providing any accounting to you. All comments or materials submitted to us, including testimonials, images, reviews, questions, comments, or suggestions (collectively, “Feedback”), is received and treated by us on a non-confidential and unrestricted basis. If you provide SkillDyne with any Feedback, you hereby grant SkillDyne a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sublicensable license to reproduce, distribute, modify, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit that Feedback for any purposes, for all current and future methods and forms of exploitation throughout the world. If any such rights may not be licensed under Applicable Laws (such as moral and other personal rights), you hereby waive and agree not to assert all such rights. You understand and agree that SkillDyne is not required to make any use of any Feedback that you provide. You agree that if SkillDyne makes use of your Feedback, SkillDyne is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to SkillDyne to grant SkillDyne and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary, privacy or other personal rights.

7. DISCLAIMER OF WARRANTIES

IF YOU CHOOSE TO USE THE SITE, APP, OR SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE CONTENT AND INFORMATION OFFERED ON OR THROUGH THE SITE, APP, OR SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT: THAT THE SITE, APP, OR SERVICES, OR ANY OF THEIR FUNCTIONS, WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY PART OF THE SITE, APP, OR SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING WHETHER THE APP WILL AUTOMATICALLY DOWNLOAD WHEN INSTALLED OR THAT DEPENDING ON YOUR DEVICE WHETHER UPDATES WILL BE AVAILABLE TO YOU.WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, APP, OR SERVICES OR CONTENT CONTAINED THEREIN WITH REGARD TO THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS FOR ANY PURPOSE, OR OTHERWISE. DUE TO THE NATURE OF THE INTERNET, SKILLDYNE CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITE, APP, OR SERVICES. SKILLDYNE MAY RESTRICT THE AVAILABILITY OF THE SITES, APP, OR SERVICES OR CERTAIN AREAS OR FEATURES, IF NECESSARY, IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF ITS SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ASSIST IN THE PROPER OR IMPROVED FUNCTIONING OF THE SITE, APP, OR SERVICES. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE, APP, OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SITE, APP, OR SERVICES.

8. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APP, SERVICES, AND CONTENT REMAINS WITH YOU. NEITHER SKILLDYNE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APP, SERVICES, OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APP, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKILLDYNE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SKILLDYNE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE OR SERVICES OR FROM THE USE OF OR INABILITY TO USE THE APP OR ASSESS CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO SKILLDYNE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR $5.00 USD IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKILLDYNE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. CALIFORNIA RESIDENTS' RIGHTS

If you are a California resident and in connection with the foregoing releases, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

10. GEOGRAPHIC RESTRICTIONS

SkillDyne will provide the Site, App, and Services with reasonable care and skill but SkillDyne makes no representations that they are appropriate for use from locations outside the United States or compliant with laws outside the United States. If you access the Site, App, or Services from outside the United States, you are responsible for compliance with local laws in relation to your use of the Site, App, or Services.

11. U.S. EXPORT CONTROLS

The App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the United States. Software from the App (“Software”) is subject to United States export controls. No Software may be downloaded from the App or otherwise exported or re-exported (i) into (or to a national or resident of) any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

12. CHANGES TO TERMS AND CONDITIONS

SkillDyne will review and may update these Terms periodically and will note the new effective date if any changes are made. If we make material changes to these Terms, we may choose to notify you by prominently posting a notice of new Terms and Conditions on the Site or App for a period of time in our discretion but we encourage you to review these Terms and make note of the “effective date” frequently. Your continued use of the Site, App, and Services after we post any changes to the Terms signifies your agreement to any such changes. If you do not agree to these Terms, you must discontinue using the Site, App, and Services.

13. THIRD PARTY LINKS

You may be able to access other websites, mobile applications, or resources through links accessed on the Site or App. Because SkillDyne has no control over such websites or mobile applications, you acknowledge and agree SkillDyne is not responsible for the availability of such external websites, mobile applications, or resources accessible from those third parties, and SkillDyne does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications, nor does SkillDyne endorse any such websites, mobile applications, or resources, or the products or services assessable on such websites or mobile applications.

14. ARBITRATION / DISPUTE RESOLUTION

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Utah without application of conflict of laws rules, except that these Arbitration provisions shall be governed by the Federal Arbitration Act.

Resolution of Any Dispute. In the event a dispute arises between you and SkillDyne (“Dispute”), we want to provide you with an efficient, neutral, and cost-effective means of resolving the dispute. Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us directly by email to tripwire@imap.cc or mailing to SkillDyne, LLC, 336 East University Parkway #1060, Orem, Utah 84058. If, however, the Dispute cannot be resolved by the personnel directly involved, the parties shall first attempt in good faith to resolve the Dispute promptly by negotiation between duly appointed executive officers or other representatives of such parties, with full authority to negotiate and settle the Dispute. If a Dispute has not been resolved by negotiations within 90 days as provided hereinabove, such Dispute shall be submitted to JAMS, or its successor (collectively, “JAMS”), for mediation as provided hereinbelow. Any party involved in the Dispute may commence mediation by providing to JAMS and each other party involved in the Dispute a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. None of the parties may commence arbitration or a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or thirty (30) calendar days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of arbitration or a civil action if the parties so desire.

Limitation of Legal Remedies. If there is a Dispute that remains unresolved after mediation, INSTEAD OF SUING IN COURT, YOU AND SKILLDYNE EACH AGREE TO THE FULLEST EXTENT PERMITTED BY LAW TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION PURSUANT TO THE JAMS ARBITRATION RULES AND PROCEDURES, ON AN INDIVIDUAL BASIS, WITHOUT CLASS RELIEF, EXCEPT FOR DISPUTES PERTAINING TO SKILLDYNE’S INTELLECTUAL PROPERTY RIGHTS AND STATUTORY CLAIMS THAT PURSUANT TO LAW ARE NOT ARBITRABLE. This agreement to arbitrate is intended to be broadly interpreted. It includes claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Claim(s)”). The arbitrator’s decision and award are final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.

Jury Trial Waiver. YOU AND SKILLDYNE EACH VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESOLVING ANY DISPUTE BETWEEN US ARISING OUT OF THESE TERMS OR THE SITE, APP, OR SERVICES.

Class Action Waiver. YOU AND SKILLDYNE EACH AGREE THAT CLAIMS AGAINST THE OTHER MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person (“Class Action Waiver”).

Arbitration Procedures. A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought (“Notice”). All Notices to SkillDyne must be sent to the following address: SkillDyne, LLC, 336 East University Parkway #1060, Orem, Utah 84058. Our notice to you will be sent to you based on the most recent contact information that you provide us but if no such information exists or if such information is not current, then we have no obligation under this Section. Upon receipt of such Notice, the receiving party will have a 60-day period in which it may satisfy the Claim against it by fully curing the Claim, providing all the relief requested in the Notice, or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such 60-day cure period, you or SkillDyne may commence an arbitration proceeding. Unless otherwise agreed to by you and SkillDyne in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator with substantial experience in the internet industry and shall follow substantive law in adjudicating the Dispute. This Section shall be construed as a written agreement to arbitrate pursuant to the Federal Arbitration Act (“FAA”). You and SkillDyne agree that this Section satisfies the writing requirement of the FAA. The arbitration of any claim will be conducted in the State of Utah, and for any non-frivolous claim that does not exceed $5,000.00, you shall have the choice as to whether the hearing is conducted in person or by telephone. Each party will pay the fees and costs of its own counsel, experts, and witnesses. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this dispute resolution Section conflicts with JAMS minimum standards for procedural fairness, the JAMS rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; and any such suit may be brought only in Federal District Court or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms including any claim that all or any part of these Terms are void or voidable.

Exception to Arbitration. Only disputes or actions pertaining to SkillDyne’s intellectual property rights or statutory claims are not arbitrable and will be exempt from arbitration.

Survival. This arbitration provision shall survive termination of these Terms.

Severability. If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable, or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable, or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.

15. NO RIGHTS OF THIRD PARTIES

You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

Our privacy policy (the “Privacy Policy”) is found at https://skilldyne.com/legal/privacy/ and is incorporated into and subject to these Terms by reference. Please review the Privacy Policy for information about how we collect, use, and share information, including the data rights available to you.

These Terms, and policies incorporated herein, are the entire agreement between you and SkillDyne. They supersede any and all prior or contemporaneous agreements between you and SkillDyne relating to your use of the Site, App, or Services. If these Terms expire or are terminated for any reason, the provisions which by their nature should continue after termination including proprietary or intellectual property rights, disclaimer of warranties, limitation of liability, arbitration/dispute resolution, third-party beneficiaries, and the provisions of this Section 16 shall survive any such expiration or termination. If any provision of these Terms is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable, or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable, or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply. You may not assign your rights under your Subscription Account or this Agreement to any third party without SkillDyne’s prior written permission, which it may withhold in its sole discretion. SkillDyne may assign these Terms, in whole or in part, at any time. Headings in the Terms are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The failure of SkillDyne to partially or fully exercise any rights, or the waiver of SkillDyne to enforce any breach of these Terms by you, shall not prevent a subsequent exercise of such right by SkillDyne or be deemed a waiver by SkillDyne of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of SkillDyne under these Terms and any other applicable agreement between you and SkillDyne shall be cumulative, and the exercise of any such right or remedy shall not limit SkillDyne’s right to exercise any other right or remedy. In the event of any conflict or inconsistency between the terms and conditions of these Terms and any other terms and/or conditions applicable to the Site, App, or Services, we shall determine which rules, restrictions, limitations, terms and/or conditions shall control and prevail in our sole discretion, and you specifically waive any right to challenge or dispute such determination.

Terms and Conditions

1. WHO WE ARE AND OUR SERVICES

2. ACCEPTANCE OF TERMS

3. ACCOUNT AND CONTACT INFORMATION