TERMS OF SERVICE —- OVERVIEW This document outlines the terms and conditions for using the NextSkillUp platform. It applies to both our Course & Content Creators (“Creators”) and our end users (“Students”) as a group (“You” or “Users”). NextSkillUp is committed to transparency, which includes providing understandable Terms of Service written in plain language. Please read this document carefully because it represents our agreement with You regarding Your use of our platform. Our Terms of Use (“Terms” or “Agreement”) also includes our Privacy Policy, Cookies Policy and any other documents referred to by those agreements, and they, as a whole, govern any and all of the access to the NextSkillUp platform, whether You are a visitor, guest, Creator, Student, etc. NextSkillUp Platform can be found at https://nextskillup.com and also includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed, operated, etc. by NextSkillUp. When referring to the infrastructure in this Agreement, we will be collectively referring to them as the “Platform”. SECTION 1 – INTRODUCTION Welcome to nextskillup.com Platform!. (“NextSkillUp“) provides an open online content creation platform designed to allow Creators to build, design, publish, and sell courses and services (“Content”) to their Students. NextSkillUp offers this Content creation platform along with a number of additional services and tools (e.g. access gateway, author and escrow protection) and the entire selection of tools and services offered via the Platform will be referred to in this Agreement as “NextSkillUp Services”. By using our Platform in any manner You are expressly agreeing to, and give Your consent to be governed by, these Terms. If You do not agree with these Terms or You do not wish to be bound by these Terms, You must not use or access NextSkillUp Platform in any manner. NextSkillUp is neither a content provider nor an educational institution. Creators and Students are not employees of NextSkillUp. Our Platform is not responsible for interactions between Creators and Students, with the exception of providing the technological means through which Creators may broadcast and otherwise make their Content available and, at each Creator’s election, for processing payments through NextSkillUp’s access gateway(s). NextSkillUp is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/Student relationship, including but not limited to, any Student’s reliance upon any information provided by a Creator or Creator Content at any time. As stated in our Privacy Policy, NextSkillUp only provides Creators with limited information about the Students enrolled in their Content, including name, email address, IP address, and the Content in which the Student has enrolled. This information is only available to the Creator upon the purchase or enrollment of a Student in the Creator’s Content. NextSkillUp does not provide, sell, rent, release, disclose, or otherwise transfer Student data to Creators for monetary or other valuable consideration. Students assume full responsibility for the disclosure and use of any other personal information the Student chooses to disclose to any Creator on the Platform. SECTION 2 – AGE OF ACCESS You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have your parent or guardian’s permission to use the Platform. By using our Platform, You are telling us by your actions that You have obtained that permission (You are ‘representing’ and ‘warranting’ that You have obtained the appropriate permissions to use our Platform). IF YOU ARE UNDER THE AGE OF 13 YOU MAY NOT USE OUR PLATFORM IN ANY MANNER NOR MAY YOU REGISTER FOR AN ACCOUNT. SECTION 3 – LICENSE TO CREATORS & STUDENTS NextSkillUp grants You a limited, non-exclusive license to access and use NextSkillUp Platform for Your own personal and commercial purposes. This license is only for Your use and may not be assigned or sublicensed to anyone else, without NextSkillUp’s express written consent. Except as expressly permitted by NextSkillUp in writing, You will not try to reproduce NextSkillUp’s Platform (legally that’s known as engaging in activity that would reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Platform). You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Platform. All rights not expressly granted by NextSkillUp are reserved. SECTION 4 – CODE OF CONDUCT We have to set up some ground rules. Honestly, most of what we cover here should go without saying. However, it’s better to be upfront about things, rather than just assume everyone knows how they are expected to conduct themselves on our Platform. No Illegal Activity:This is about as simple as it gets. Do not use the NextSkillUp Platform for any illegal activity. Period. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) No Fraud: Yes, this is probably covered in the No Illegal Activity section above, but we want to make this very clear. Fraud will not be tolerated in any capacity. No Bad Code: Do not use the NextSkillUp Platform to transmit, distribute, send, or otherwise expose the Platform or its Users to viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner. No Spamming: No one likes spam. We don’t like spam. We’re pretty sure that You don’t like your inbox cluttered with spam. You may not use the NextSkillUp Platform to engage in any activities that will result in sending spam to anyone on the NextSkillUp Platform, including NextSkillUp (and its employees), Creators, and Students. Be Civil:We mean this. We’re an open platform allowing myriad subject matters to be taught. Not all Content is for everyone. But the one thing we can all agree on is that when we use the NextSkillUp Platform we are going to be civil and respectful at all times. No Exploitation: You will not use the NextSkillUp Platform to try to gather personal information on anyone outside of the limited permissible uses for offering or accessing Content. No Impersonation:Imitation is the sincerest form of flattery, but not when it comes to representing that You are a part of NextSkillUp. You will not impersonate anyone on the NextSkillUp Platform, including NextSkillUp (and its employees), Creators, and Students. No Data Mining or Bots:You may not use any data mining, robots, or similar data gathering or extraction methods. No Use Other Than Intended:You may not use the Platform or any Content contained on the Platform for any purposes other than intended. No Prohibited Content:You may not use the Platform if Your Content contains material that is libelous, slanderous, pornographic, obscene, unlawful, threatening, hateful, violent, predatory, defamatory, or otherwise objectionable, all of which shall be determined in Our sole discretion. If You violate this Code of Conduct, we reserve the right to remove You and any of Your Content from the NextSkillUp Platform. Whether conduct violates our Code of Conduct will be determined in NextSkillUp’s sole discretion. SECTION 5 – TERMS APPLICABLE TO CREATORS NextSkillUp may provide the opportunity for Creators to sell coaching offerings (“Coaching”) to Students in addition to the courses that the Creator sells on the Platform (together Coaching and courses are referred to as Content). All Coaching offerings shall be covered by this Agreement and are included in the definition of Content. Should the Coaching involve any third party content, You agree that NextSkillUp is not responsible in any way for such content, and makes no representations or guarantees as to its merchantability or fitness of use. The delivery of the Coaching is the sole responsibility of the Creator. In operating our Platform, it’s important for us to make it clear who owns what and who’s responsible for what. You are trusting us with Your content and consistent with NextSkillUp’s genuine belief in transparency we want to make it simple for You to know exactly what You are getting into when You join the NextSkillUp community. 2.1) NextSkillUp Content: Content that NextSkillUp uploads to the Platform, NextSkillUp intellectual property and proprietary information, including all information, software, technology, data, logos, marks, designs, text, graphics, pictures, audio and video files, other data or copyrightable materials or content, and their selection and arrangement, is referred to herein as “NextSkillUp Content”, and is and remains the sole property of NextSkillUp. NextSkillUp Content, including our trademarks, may not be modified by You in any way. 2.2) Your Content:Content that You upload to the Platform is and remains Your content. NextSkillUp does not claim any intellectual property rights over the materials You upload to the NextSkillUp Platform by virtue of Your use of NextSkillUp Services. By uploading Your content to the NextSkillUp Platform, You agree that: 3) Content Free of Infringement of Any Third Party Rights 4) Processing of Personal Information by Creators NextSkillUp’s General Rights In Operating Its Platform NextSkillUp Reserves the Following Rights Over the Entire NextSkillUp Platform: NextSkillUp may modify, terminate, or refuse to provide NextSkillUp Services at any time for any reason, without notice. NextSkillUp may remove anyone from the NextSkillUp Platform at any time for any reason, solely in NextSkillUp’s discretion. This right is not modified by any other section of this Agreement. NextSkillUp’s Copyright, DMCA, Trademark, and Takedown Policy NextSkillUp takes a firm stance against anyone who is infringing upon anyone else’s intellectual property. This Platform is all about You transforming Your knowledge into Content. We draw a hard line when the NextSkillUp Platform is used to exploit someone else’s intellectual property. Copyright Violations and the DMCA If NextSkillUp has a good faith belief that any content (including Creator Content) appearing on its Platform violates any copyrights or has been illegally copyrighted, NextSkillUp reserves the right to remove, block, or otherwise ‘take down’ the content. NextSkillUp also reserves the right to remove from the Platform any Creators, Students, or other parties, who are repeat offenders of the NextSkillUp repeat offender policy. 1) Reporting Copyright Infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”): 2) DMCA Counter Notice Procedure 1) A physical or electronic signature (2) Identification of what was removed and the location where the material appeared before it was removed (3) A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification (4) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district of New York and that you will accept service of process from the person who provided notification 3) Repeat Infringement Policy NextSkillUp reserves the right to remove access to content that it knows, or has reason to know, violates the rights of trademark owners. Please note that NextSkillUp will send a copy of any trademark infringement claim received to the user who posted the content you report as infringing. 4) Reporting Trademark Infringement 5) Counter Notice Procedure By using NextSkillUp’s Platform, You may receive communications from third parties (e.g. a Creator may communicate with a Student). NextSkillUp is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any such third-party communications. NextSkillUp assumes no responsibility for verifying, and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any such third-party communications. SECTION 6 – THIRD PARTY OFFERINGS Through the NextSkillUp Platform, You will have the ability to access content, links to websites, and services provided by Creators, Students, and other third parties (“Third Party Offerings”). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. NextSkillUp does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party. SECTION 7 – Acceptance of Refund Policy By making a purchase on our platform, you are expressly acknowledging and agreeing to our Refund Policy. Any purchases made are subject to the terms outlined in the Refund Policy, and by proceeding with a transaction, you confirm that you have read, understood, and accepted these terms. Any attempt to dispute or bypass the rules stated in our Refund Policy will be considered a direct violation of our Terms and Conditions. This includes, but is not limited to, submitting false claims, failing to meet the refund criteria, or disregarding the timelines specified for requesting refunds. In such cases, we reserve the right to deny any refund request and take necessary actions, which may include restricting access to future purchases. For more details, refer to our Refund Policy. SECTION 8 – CREATORS -Chargebacks Creators may be charged a fee for any chargeback on credit card, debit card, or PayPal transaction that is processed through the NextSkillUp Native Gateways. This fee NextSkillUp Knowledge Base. Fees are subject to change. -Taxes Please note that this section does not apply to US sales tax. For US sales tax, please refer to the article on Sales Tax and NextSkillUp. When it comes to responsibilities for collecting, reporting and remitting taxes to respective tax authorities, a distinction should be made between: (1) any fees paid by the Creators to NextSkillUp, and (2) the Content sold by Creators to Students through the NextSkillUp platform. -Fees owed by Creators Where applicable, NextSkillUp will collect from the Creator tax that may arise in connection with fees owed by Creators to NextSkillUp. Creators who believe that they should not be charged tax in connection to such fees must provide NextSkillUp with a valid tax/identification number, a valid tax ID/tax certificate or other documentary proof issued by an appropriate taxing authority confirming that NextSkillUp should not charge tax to the Creator in accordance with the applicable tax laws. Please note that in NextSkillUp (these situations are commonly referred to as ‘reverse charge’). Content sold by Creators to Students General Conditions EU and Non EU (Except U.S.) Creator and Student expressly acknowledge that an agreement is formed directly between Creator and Student with regard to the Content sold by the Creator to the Student. NextSkillUp is not a party to that agreement nor sets any of the terms for the Content sold by the Creator to the Student. The Creator is the supplier of the Content, NextSkillUp is not responsible for interactions between Creators and Students and only provides technical means through which Creators may make their Content available to Students. As the Creator sells the Content directly to the Student under its agreement with the Student, the Creatorwill be solely and fully responsible to collect, report and remit the correct amount of tax (if any) to tax authorities for charges to the Students for Content. NextSkillUp recommends Creators to consult a tax advisor to assist with determining the tax requirements relating to the sale of their Content. Some countries provide for special tax laws making NextSkillUp instead of the Creator responsible for the tax obligations pertaining to Content sold by Creators while using the NextSkillUp Native Gateways(NextSkillUp Payments and Monthly Payment Gateway). In this regard, please note that the tax laws of the countries where Students reside generally dictate whether such a special tax law applies making NextSkillUp instead of the Creator responsible for tax. Therefore, in the event a Creator sells content to Students in multiple countries, different tax obligations may apply for the Creator, depending on the countries where the individual Students reside. Please note that where a Creator is using the Custom Payment Gateway(CPG), the Creator is always solely responsible for tax, regardless of the country of residence of the Student. The Country-Specific Guidance contains an overview of jurisdictions where tax laws apply that shift the tax obligations for Content from the Creator to NextSkillUp in the NextSkillUp Native Gateways model due to a deemed (by way of legal fiction) resale of Content by NextSkillUp that applies for tax purposes only. NextSkillUp determines the country where a Student resides for tax purposes on the basis of information the Student enters at checkout. Where needed, NextSkillUp makes such data available to the Creator to enable the Creator to determine the amount of tax on the sale of Content to a Student for which the Creator is responsible. Invoicing for Content sold by Creators to Students In the event NextSkillUp is responsible for tax, NextSkillUp will issue a valid tax invoice to the Students where required under the applicable tax laws. In a case that a tax invoice is not required, NextSkillUp issues a receipt. Country-Specific Guidance Please note that NextSkillUp is handling tax on the content sold to students only in specific situations, summarized below by country. In all other situations, the creator is solely responsible for tax on the content and should consult with their tax advisor. European Union Value Added Tax (EU VAT) For Content sold to Students residing in the EU, NextSkillUp is responsible for collecting, reporting and remitting VAT to EU tax authorities if: (i) the Creator sells the Content while using the NextSkillUp Native Gateways; and (ii) the Content is an ‘Electronically Supplied Service’ (ESS). Content is an ESS unless the Creator has expressly confirmed, by disabling the EU VAT feature on the NextSkillUp platform, that the Content requires live interaction between Creator and Student. For more information on EU VAT and the respective responsibilities of Creators and NextSkillUp, please refer to Section 1 of the Terms of Use – Annex. AUSTRALIA, CANADA, CHILE, KENYA, MOLDOVA, NEW ZEALAND, RUSSIA, SAUDI ARABIA, and TAIWAN For Content sold by Creators to Students residing in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Russia, Saudi Arabia, and Taiwan, NextSkillUp is responsible for collecting, reporting and remitting tax to tax authorities if: Students located in Australia, Canada, Chile, Kenya, Moldova, New Zealand, Saudi Arabia and Taiwan with a valid tax ID will not be charged tax at checkout. MEXICO For Content sold by Creators to Students residing in Mexico, NextSkillUp collects, reports and remits the full general VAT rate to tax authorities in Mexico unless: INDIA, SINGAPORE, AND MALAYSIA For Content sold by Creators to Students residing in India, Singapore and Malaysia, NextSkillUp is responsible for collecting, reporting and remitting tax to tax authorities if: (i) the Creator is not established in or residing in the country of the Student; (ii) the Creator sells the Content while using the NextSkillUp Native Gateways; and (iii) the Content is an ‘Electronically Supplied Service’ (ESS) or equivalent under the applicable tax laws. Content is an ESS unless the Creator has expressly confirmed, by turning on the Comment Box functionality when creating its course on the NextSkillUp platform, that the Content requires live interaction between Creator and Student. Please note that in cases where Content is NOT ESS, NextSkillUp will NEVER be responsible for tax for Content sold by Creators. This means that the Creators will in those cases be responsible for tax on the Content. We also refer to the General Conditions. Students located in India and Singapore with a valid tax ID will not be charged tax at checkout. For further guidance, please refer to the following Knowledge Base Article. For information around requesting refunds and exemptions, please refer to Section 2 of the Terms of Use – Annex. SECTION 9 – LIMITATIONS OF LIABILITY In running the Platform, we require that You understand and agree that NextSkillUp is not liable for a number of things, including Your breach of this Agreement and losses that may result from Your use of the Platform. We also require that You understand and agree that the Platform is offered As Is and may not always be 100% perfect or reliable and that NextSkillUp doesn’t warrant or guarantee that it will always be free of errors or defects. Any claims for damages against NextSkillUp will be limited to a portion of the fees You have paid us. Our limitations of liability are as follows: SECTION 10 – REMEDIES FOR VIOLATIONS NextSkillUp reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to removing Creators and Students from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities. SECTION 11 – COMMUNICATIONS NextSkillUp may notify You of relevant information regarding the Platform and NextSkillUp Services in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices. Subject to the Privacy Policy, if You send to NextSkillUp or post on the Platform in any public area any testimonials, techniques, suggestions, workflows, or know-how (“User Submissions”), for any purpose, including the developing, manufacturing, and/or marketing or products or services incorporating such information, You acknowledge that NextSkillUp can use such User Submissions without acknowledgement or compensation to You, and You waive any claim of ownership or compensation or other rights You may have in relation to your User Submissions. We actively review User Submissions for new ideas. If You wish to preserve any interest You might have in your User Submissions, You should not post them to the Platform or send them to us. SECTION 12 – GOVERNING LAW AND JURISDICTION; DISPUTES AND ARBITRATION This Agreement shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of New York in the State of New York. You consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement, shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. SECTION 13 – ENTIRE AGREEMENT; SEVERABILITY OF PROVISIONS; NO WAIVER These Terms of Use incorporate by reference any notices contained on the Platform, including within the Privacy Policy, and constitute the entire agreement with respect to access to and use of anything offered by NextSkillUp, including the Platform, NextSkillUp Services, and any Content. If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. SECTION 14 – OFAC You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC” ), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a “Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with NextSkillUp, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature. SECTION 15 – CHANGES TO THE TERMS OF USE NextSkillUp may review and update this Agreement at any time in our sole discretion and it is Your responsibility to stay informed of those changes. All changes are effective immediately when posted and apply to all uses of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates. SECTION 16 – TITLES/HEADINGS The headings and titles of sections to this Agreement have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of this Agreement. Neither You nor NextSkillUp shall rely on, or interpret substantively, the headings when construing the meaning of each section or the Agreement as a whole. SECTION 17 – GENDER/PLURAL Whenever such wording may appear in this Agreement, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa. SECTION 18 – CONTACT INFORMATION Questions about the Terms of Service should be sent to us at support@nextskillup.com.
TERMS OF SERVICE
TERMS OF SERVICE
