Terms of Service

Welcome to Skilled Hive, an online learning community designed to help one master Early Childhood Business.

The Skilled Hive website and service, including (without limitation) all websites, mobile applications, and other interactive properties through which the service is delivered (collectively, the “Service”), are owned, operated, and distributed by Skilled Hive LLC., a Texas corporation (referred to in these Terms of Service as “Skilled Hive” or “we” and through similar words such as “us,” “our,” etc.)

By accessing any part of the Service, you are agreeing to the terms and conditions described below (these “Terms of Service”), the terms and conditions of our privacy policy (the “Privacy Policy”) and any other legal notices published by us on the Service (collectively, the “Governing Documents”).

If you do not agree to any of these terms, you should not use the Service. These Terms of Service apply to all users, including both users who are simply viewing content available via the Service and users who have registered as members of Skilled Hive.

If you are a business-to-business purchaser of Skilled Hive for Teams, your access and use of the Service may be subject to additional service agreements under teams.

We may, at our sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications. These Terms of Service were last modified as of July 21, 2022.

Description of Service

The Skilled Hive Service allows students to find various content that they are interested in learning and allows Instructors to find students interested in taking their content.

We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.

Copyright, Licenses, and User Submissions

The entire contents of the Service are protected by copyright, trademark laws, and other proprietary rights. The owners of the copyrights and trademarks are Skilled Hive, its affiliates, and/or other third-party licensors.

You may not use robots, spiders (or similar data mining/gathering or extraction tools), or manual processes to collect, gather, or copy any content or data on or related to the Service in a manner not authorized by Skilled Hive in writing.

You may not engage in practices of “screen scraping,” “database scraping”, or any other practice/activity in which the purpose is to obtain user lists, portions of a database, or other lists and information from the Service, in any manner or any quantities not authorized by Skilled Hive in writing.

You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Skilled Hive or its affiliates without express written consent. You may not use meta tags or other “hidden text” utilizing the Skilled Hive name or trademarks without the express written consent of Skilled Hive.

Skilled Hive does not guarantee any confidentiality with respect to a User Submission, regardless of publication status. You are solely responsible for your own User Submissions and the consequences of posting or publishing them.

You hereby grant to Skilled Hive a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any User Submissions or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to Skilled Hive by all means and, in any media, now known or hereafter developed.

You also grant Skilled Hive the right to use your name in connection with the submitted materials and other information, as well as in connection with all advertising, marketing, and promotional material related thereto.

See “Copyrights, Licenses, and User Submissions” above for a description of the procedures to be followed in the event that any party believes a User Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

If You See Something That Infringes Your Copyright

Procedure for Reporting Copyright Infringements.
If you believe that material or content residing on or accessible through the Service infringes your copyright (or the copyright of someone you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Skilled Hive:

A physical or electronic signature of a person authorized to act on behalf of the copyright owner who has been allegedly infringed;

Identification of the infringed material, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Skilled Hive is capable of finding and verifying its existence;

Contact information about the notifier, including address, telephone number, and if available, email address;

2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent.

Upon receipt of a proper notice of copyright infringement, we reserve the right to:

remove or disable access to the infringing material;
notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
terminate such content provider’s access to the Service if he or she is a repeat offender.

3. Procedure to Supply a Counter-Notice to Skilled Hive.
If the content provider believes the removed material (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider may send a counter-notice containing the following information to the Designated Agent:

A statement that the content provider has a good faith belief that the material was removed or disabled by mistake or misidentification of the material; and Content provider’s name, address, telephone number, and if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, (or if the content provider’s address is located outside the United States, for any judicial district in which Skilled Hive is located), and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received Skilled Hive may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Skilled Hive may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Skilled Hive’s discretion.

Please contact Skilled Hive’s Designated Team at Hello@SkilledHive.com. Alternatively, you may send a complete notice of copy infringement to the following address:
Skilled Hive, LLC.

Attn: Skilled Hive Operations Department
13280 Northwest Fwy #336, Houston, TX 77040

Account Terms

The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, use the Service.

You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.

You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. Skilled Hive will not be liable for any loss or damage from your failure to comply with this security obligation.

Changing Fees

We reserve the right, at any time, to change any fees or charges for using any services provided on the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid or free services used prior to the time of the change.

Rules for All Users

Skilled Hive is a community of many users. When you sign up for the Site, you agree to the following rules:

You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of any other user.

Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service.

You will not upload any copyrighted, trademarked, or proprietary materials on the Service without the expressed permission of the owner. You will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.

You assume full responsibility for the content of the Service offered.

You understand that courses or any content posted are publicly available to be viewed and accessed by any student.

You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

You will not share content from the Service with anyone who is not properly licensed to access the content.

You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.

You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.

You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

You will not impersonate any person or entity, including any of our employees or representatives.

You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability.

Specific Rules for Instructors

When you publish a course or content on the Site, you agree to the following rules:

You will honor any enrollments through SkilledHive.com at the price and time listed in the Service, and not to refuse enrollments or participation by any student for any discriminatory or other illegal reason.

You grant us the right to place advertisements on your content at our sole discretion.

Any content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material.

You represent and warrant to Skilled Hive that you are qualified to teach the courses or share the content that you list with the Service and that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws.

You understand that, if you teach a course, your students will have the ability to post a review of this course. We cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.

You may choose to remove content from your course and will continue to own such content, but we will continue to have the right to use that content and to provide it to students who have paid for or enrolled in your course.

You grant us full ownership of any video content that we have filmed for you. It is at our sole discretion to remove, add, or edit that video content.

You agree that you will not submit content to Skilled Hive that violates the Skilled Hive Community and Course Guidelines, which may be occasionally updated.

Skilled Hive reserves the right to, but is under no obligation, to delete the listing of any course at any time and for any reason.

Specific Rules for Students

When you enroll in a course or view any content on the Site, you agree to the following rules:

2. You will follow all reasonable rules set by an instructor with respect to a course, and you will not take any actions to interfere with the Instructor or any other students in the course.

3. You may access course for your information and personal use only.

4. You will not copy any materials or techniques for purposes of your own or others’ courses, or for interfering with any course or the instructor’s ongoing relationship with any students participating in such course.

5. Skilled Hive reserves the right to delete or suspend your account if you violate any of our rules, or at any time and for any reason.

Data Policy

When a student takes a course on Skilled Hive, we will share the student’s username and profile with the instructor for the purpose of teaching these students on Skilled Hive. By enrolling in a course on Skilled Hive, a student grants to us permission to share that student’s information with the instructor. The instructor is required to respect the privacy of the student. The instructor has a limited license to use this information only for Skilled Hive-related communications or for Skilled Hive-facilitated transactions. The instructor may use that personal information for no other purpose, such as sending unsolicited commercial messages or unauthorized transactions. Without express consent from that person, you must not use any student’s personal information. Remember that you need to comply with all relevant legal rules when you use Skilled Hive. This includes applicable data protection and privacy laws which govern the ways in which you can use another Skilled Hive user’s information.

Teaching or Participating in a Course

These Terms of Service and the Governing Documents are in addition to any agreements, releases, or other documents (the “Course Agreements”) that an Instructor and student may enter in connection with a course, including any Course Agreements entered into through the Service.

Students and Instructors are each responsible to the other for complying with the terms of the Course Agreements, but Skilled Hive has no control over either party’s compliance. Among other things, Skilled Hive cannot control (a) the provisions of the Course Agreements, (b) the accuracy or legality of the Course Agreements or (c) any party’s performance of its obligations under the Course Agreements. Accordingly, Skilled Hive shall not be held responsible for any liability arising out of the Course Agreements or any actions that you may take in reliance thereon, and is not a party to any transaction between you and any other user. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE SKILLED HIVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SKILLED HIVE PARTIES”) FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO ANY DISPUTE, RELATING TO THE COURSE AGREEMENTS OR ANY TRANSACTION OR ATTEMPTED TRANSACTION WITH ANOTHER USER OF THE SERVICE (WHETHER A STUDENT OR INSTRUCTOR). YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS, AND ASSIGNS.

Your teaching or participation in a course is at your sole risk. Skilled Hive does not supervise courses and is not involved in any way with the actions of any individuals (whether students or Instructors) at any course. As a result, we have no control over the identity or actions of the individuals who are present at these courses, and we request that our users exercise caution and good judgment when participating in Courses. You acknowledge and agree that by participating in any course (whether as a student or Instructor) you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage, and death.

You are solely responsible for all costs and/or risks associated with your participation in any course. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE SKILLED HIVE AND EACH OF THE OTHER SKILLED HIVE PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY EVENT, WHETHER AS A STUDENT OR INSTRUCTOR. YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “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.”

Membership Fees

Skilled Hive collects all fees and may pay out all Instructors through third party providers. Each provider is its own company, and Skilled Hive isn’t responsible for its performance.

30-Day refunds are offered for Membership fees, or any other fees collected by the Service.

Fees for Membership or any other portion of the Service may be changed at any time without prior notice.

Instructor Payments

Instructors may earn revenue by publishing courses, creating products for Skilled Hive or offering additional services through Skilled Hive. To qualify for payments each month, Members must have watched a minimum of 30 total minutes across all of your courses that month, if participating in the royalty sharing. To qualify for course, sell payment each month, a course must be sold and not returned for a refund.

Skilled Hive pays Instructors on the 16th of the month. Payouts sent on the 16th of each month are for transactions that have occurred two to three months prior the current calendar month.

Per royalty share, monthly payouts begin the month following the month in which an instructor publishes their first Membership course and receives a minimum of 30 total minutes watched by Membership students.

Per course sell, monthly payouts begin the month following the month in which an instructor course is sold.

Skilled Hive distributes at least 30% of the Leadership Learner monthly recurring revenue from Subscription to Skilled Hive Instructors monthly. The algorithm used to determine your monthly share is based primarily on your share of the total number of minutes watched on the platform. The specifics of the distribution calculation are subject to change from time to time.

Instructors have 30 days from the time at which a payment was or should have been made to report any discrepancies.

Skilled Hive is not party to any transaction between any student and/or instructor and cannot be held responsible for any issues arising from any such transaction.

Instructors are responsible for all income, sales, and other taxes associated with the fees they earn. Skilled Hive Instructors will receive the appropriate tax forms, such as a 1099 or 1099k, from either Skilled Hive or one of its payment partners. Skilled Hive reserves the right to withhold any payment until it has received all tax identification information it requires to satisfy its obligations.

Skilled Hive reserves the right to withhold or cancel payments to Instructors if it deems, in its sole judgement and absolute discretion, that the instructor engaged in behavior that violated any part of this Agreement.

Cancellations and Refunds

Skilled Hive offers refunds up to 30 days. There are no refund or credits for partially used periods. Following any cancellation, however, you will continue to have the benefits of your Skilled Hive Membership through the end of your current billing period.

Skilled Hive Membership

You may participate in our “Skilled Hive Membership” by subscribing and paying monthly or annual membership fees for access to “Membership Channels.” Membership Channels consist of online content that is offered as part of Membership at Skilled Hive’s sole discretion.

Recurring Billing

The membership fee will be billed on the beginning of the paying portion of your membership and each month or year thereafter unless and until you cancel your membership. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying membership. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying membership began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Membership or became a paying member on March 31st, your next payment date is likely to be April 30th, and your Payment Method would be billed that date.

Cancellations

You may cancel your Skilled Hive Membership at any time for any or no reason.

Free Trials

From time to time, we or others on our behalf may offer trials of paid subscriptions for our Skilled Hive Membership for a specified period without payment or at a reduced rate (a “Trial”). Skilled Hive reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some trials, we will require you to provide your payment details to start the Trial. At the end of such trials, we may automatically start to charge you for the applicable paid subscription on the first day following the end of the trial on a recurring monthly or annual basis. When you provide a Payment Method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. By providing your payment details in conjunction with the trial, you agree to this charge using such payment details. If you do not want this charge, you must cancel the applicable paid subscription through your payment settings within your Skilled Hive account profile.

Price Changes

We reserve the right to adjust pricing for our service, or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect following an email notify to you.

Skilled Hive Rights

Skilled Hive reserves these rights:

We can make changes to the Skilled Hive Site and Services without notice or liability.

We have the right to terminate your membership, account, payment, or other affiliation with the Service at any time and for any reason. We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Skilled Hive in that jurisdiction.

We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

We have the right to remove an Instructor from the Partner Program at any time, without prior notice, at our sole discretion, should we identify that their account is associated with behavior that we deem to be in violation of our rules or guidelines.

We have the right to reject, cancel, interrupt, remove, or suspend any course, comment, or other posted comment at any time and for any reason.

Skilled Hive is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.

Disclaimer of Warranties

THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY COURSE THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) students and Instructors. You acknowledge that all transactions relating to any course or other merchandise, or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY COURSE, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service or presented at any course represents the opinions and judgments of an information provider, user, or other person or entity not connected with us. We are not responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Skilled Hive spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Service for further information, which policies are incorporated by reference into these Terms of Service.

The Courses and/or other content offered on Skilled Hive are offered directly by the instructors. Skilled Hive is not responsible or liable for any information on its Service listings or profiles. Skilled Hive is not responsible for any changes made to a course by the instructor.

You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the Service is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY OTHER SKILLED HIVE PARTY BE LIABLE TO YOU 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, DATA OR PROFITS, WHETHER OR NOT WE HAVE 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 SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.

FURTHER, NEITHER WE, NOR ANY OTHER SKILLED HIVE PARTY, SHALL BE LIABLE IN ANY WAY FOR ANY COURSE, CONTENT OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A STUDENT AND INSTRUCTOR.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Skilled Hive Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms of Service or any of the other Governing Documents, or other negligent or wrongful conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Miscellaneous

You agree that the Service shall be deemed a passive interactive service based solely in Texas and shall not give rise to personal jurisdiction over Skilled Hive, either specific or general, in jurisdictions other than Texas. These Terms of Service, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of Texas, without regard to conflicts of law principles. You agree that any legal action or proceeding between Skilled Hive and you for any purpose concerning these Terms of Service, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Houston, Texas.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

You and Skilled Hive agree that any dispute or claim arising from or relating to the Terms shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis: course arbitrations and course actions are not permitted. You understand that by agreeing to the Terms, you and Skilled Hive are each waiving the right to trial by jury or to participate in a course action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Skilled Hive concerning the Service and the services provided by Skilled Hive. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Skilled Hive’s failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. Skilled Hive may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you.

Most communication between Skilled Hive and you will be sent and received electronically. You agree that all electronic communication between Skilled Hive and you shall satisfy any legal requirements that such communications be in writing.

Any rights of Skilled Hive not expressly granted herein are reserved.

Master Service Agreement

This Services Agreement (“Agreement”) is made between Skilled Hive, llc. (hereafter “Skilled Hive”) with a mailing address at 13280 Northwest Fwy #336, Houston, TX 77040 and either the entity specified in the applicable Order or the company that clicked accept when ordering through the Skilled Hive for Self-Serve check out (“Licensee”). In either case, the Parties agree as follows:

1. Services Skilled Hive agrees to provide Licensee, and Licensee’s Authorized Users (defined as those employees and contractors Licensee authorizes to use the Services), with those services as outlined and defined on an applicable order form signed by the Parties or presented to Licensee upon order and click through (“Order”). The use of the Service by Licensee, and all Authorized Users, will be governed by this Agreement and Skilled Hive’s Terms of Services as defined below.

2. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated pursuant to the terms below the “Term”). Either party may terminate this agreement at the end of the Initial Term or a Renewal Term by provided at least thirty (30) days prior written notice to the other party.

3. Online Terms of Service. All Authorized Users of the Services must create an account and will be allowed to access and use of the Services subject to agreement and acceptance of Skilled Hive’s terms of service, available at https://www.SkilledHive.com/terms
(the “Terms of Service”), which Terms or Service are hereby incorporated into this Agreement by reference. Licensee agrees to remain responsible for its Authorized Users use and access of the Services. To the extent that any conflict between the Terms of Service and the express terms of this Agreement, the terms of this Agreement shall control.

4. Fees. All fees will be specified on an applicable Order and will be due upon receipt from date of Skilled Hive invoice

5. Confidentiality. The Parties agree that, during the Term, a Party may receive or otherwise be exposed to certain Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party). For purposes of this Agreement, “Confidential Information” means all non-public business information pertaining to a Disclosing Party, disclosed to the Receiving Party,
directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential”, “Proprietary”, or some similar designation, or which by its nature or circumstances of its disclosure should be reasonably construed as being confidential. Each Party agrees that it (a) will keep all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure, but at least as protective as that which it treats its own Confidential Information; (b) will not, directly or indirectly, disclose any Confidential Information to any third party, except with the prior written consent of the Disclosing Party; and (c) will not make use of any Confidential Information for Receiving Party’s own purposes (except as necessary to perform the Services) or for the benefit of anyone other than the Disclosing Party. Upon termination or expiration of this Agreement, or at any time a Disclosing Party may shall so request, Receiving Party will deliver
promptly to the Disclosing Party, or, at Disclosing Party’s option, will destroy, all Confidential Information obtained hereunder (and all copies thereof) that Receiving Party may then possess or have under its control.

6. Warranty; Disclaimer. All Services provided under this Agreement are provided “AS IS”, without warranty of any kind, and Skilled Hive hereby disclaims all warranties including all warranties of merchantability, fitness for a particular purpose and noninfringement. Without limiting the foregoing, Skilled Hive makes no representation of warranty that Licensee’s access to or use of the Services will be uninterrupted or error-free.

7. Indemnity. Licensee shall indemnify, defend, and hold Skilled Hive its agents, affiliates, subsidiaries, directors, officers, employees (collectively “Indemnified Person(s)”) harmless from and against any and all third-party claims, liabilities, losses, and expenses (including reasonable attorney’s fees), brought against any Indemnified Person(s), arising out of Licensee’s unauthorized use, illegal use, or misuse of the Services.

8. Limitation of Liability. EXCEPT FOR COMPANY’S OBLIGATIONS OF AND INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT TORT, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE; OR (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (III) FOR ANY AMOUNTS IN EXCESS (IN THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Miscellaneous.

Assignment. Neither Party may assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way (by operation of law or otherwise) without the other Party’s prior written consent, except that each Party reserves the right to assign this Agreement to any person or entity acquiring all or substantially all of its assets or stock.

Logo Use. Skilled Hive may use Customer’s name, logo, and marks (including marks on Customer Properties) to identify Customer as a Skilled Hive customer on Skilled Hive’s website and other marketing materials.

Independent Contractors. For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract.

Skilled Hive will be solely responsible for its income taxes in connection with this Agreement and Licensee will be responsible for sales, use and similar taxes, if any.

Entire Agreement. This Agreement, along with the Privacy Policies (found at: and www.SkilledHive.com) which are incorporated by reference, sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in a writing executed by both parties.

Choice of Law. This Agreement is governed by and will be construed under the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.