HARD SKILL EXCHANGE
LAST UPDATED OCTOBER 1, 2023
Thank you for using Hard Skill Exchange!
IF YOU LIVE IN THE UNITED STATES, BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES WITH HYPCCCYCL DBA [HARD SKILL EXCHANGE (HSE)] IN SMALL CLAIMS COURT OR THROUGH BINDING INDIVIDUAL ARBITRATION ONLY, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTIONS AND TO HAVE CLAIMS DECIDED BY A JURY, AS EXPLAINED IN THE DISPUTE RESOLUTION SECTION OF THESE TERMS.
If you do not accept these Terms in their entirety, including the agreement to arbitrate on an individual basis any claims between you and HYPCCCYCL,Inc. (referred to as “HSE”, “we”, “us” and “our”), please cease, desist and refrain from using our platform and services.
We reserve the right to modify, amend, or update these terms and conditions at any time and without prior notice. Any changes will be effective immediately upon posting the updated terms and conditions on our platform. Your continued use of the platform and services following any such changes will constitute your acceptance of the revised terms and conditions. We encourage you to review this page regularly to stay informed about any modifications.
The access to or utilization of the Hard Skill Exchange (HSE) services is exclusively extended to users who are 13 years of age or older. By availing of our services, you affirm and guarantee that you have reached the minimum age requirement as stipulated herein.
Individuals who are 13 years of age or older but under the age of 18 may access and utilize our services only with the consent and under the supervision of a parent or legal guardian in accordance with our Children’s Online Privacy Protection Act (COPPA) Policy. By creating an account on HSE, parents or legal guardians of such individuals affirm and assure their agreement and adherence to our COPPA Policy and the provision of consent for the account holder’s access and utilization of our services.
In the event that you do not meet the aforementioned age requirements or fail to provide the necessary parental consent as per our COPPA Policy, you are strictly prohibited from accessing our website, services, and platform.
For detailed information regarding the collection, use, and disclosure of personal information from users under the age of 18, and the process for obtaining parental consent, please refer to the Hard Skill Exchange COPPA Policy, which is incorporated herein by reference.
- General Information
- The Terms herein delineate the stipulations that apply to your access to and utilization of the website found at https://hardskill.exchange, its associated sub-domains (collectively referred to as the “Website”), its corresponding mobile device applications, if any, and software (collectively, the “HSE Platform”). Your usage of the Services is contingent upon adherence to these Terms and any other regulations or guidelines provided on the Website or otherwise made accessible to you by HSE.
- By creating an account on the HSE Platform, you acknowledge that you are entering into a legally enforceable contract with HSE, effective from the date of account creation and that you unconditionally accept these Terms.
- HSE Services
- Hard Skill Exchange (HSE) is a one-of-a-kind online platform designed to connect clients seeking professional sales coaching with experienced coaches who specialize in cold calling, social selling, cold emailing, video prospecting and other sales related techniques which include but are not limited to sales events, sales webinars (Collectively, “Services”). Our primary objective is to foster a dynamic and supportive environment where clients can acquire valuable skills to enhance their sales performance and where coaches can share their expertise to help paying clients succeed.
- You are granted permission to use the HSE Platform in the following ways:
- As an enrolled client, endeavoring to acquire knowledge and expertise in the realm of sales techniques, by leveraging the tools and resources provided by the HSE Platform
- As a coach, imparting sales instruction and coaching services by harnessing the utilities and instruments offered by the HSE Platform
- As a casual browser or visitor, interacting with the website and its encompassed HSE Resources, such as free e-books, blogs, introductory videos, ads, events page.
- Eligibility and Requirements:
- To access and use the Services provided by the Hard Skill Exchange (HSE) Platform, Users must create an Account by completing the registration process.
- Users must be at least 18 years old and possess the legal authority to enter into binding agreements, including these terms and conditions, otherwise parental consent is faciliated for access of the services, where users are under 18 but over the age of 13.
- Individuals who are 13 years of age or older but under the age of 18 may access and utilize our services only with the consent and under the supervision of a parent or legal guardian in accordance with our Children’s Online Privacy Protection Act (COPPA) Policy.
- By creating an Account, Users warrant that all the information they provide during registration is accurate, current, and complete. Users agree to update their information promptly if there are any changes to maintain its accuracy.
- Account Registration and Use
- You need an account for most activities on our platform, including to purchase and access content or to submit content for publication.
- Certain services on the HSE Platform are exclusively dedicated to premium members. To become a premium user, you are required to enroll in a coaching plan on the HSE platform that must be prepaid.
- Account Security and Responsibility:
- Users are responsible for maintaining the confidentiality of their Account credentials, including their username and password.
- Users agree to notify HSE immediately of any unauthorized access or use of their Account or any other breach of security.
- Users are fully responsible for all activities that occur under their Account, including any actions taken by a person to whom they have granted access, whether intentionally or unintentionally.
- HSE shall not be liable for any loss or damage arising from a User’s failure to comply with these security and responsibility requirements.
- You may not transfer your account to someone else or use someone else’s account.
- If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account.
- In the event of the death of a user, the account of that user will be closed.
- Registration On-Site
- If a User signs up on-site in the Platform, his/her registered email shall automatically become the account name; the User can change it any time with another account name. This practically means that to change his/her account name to the Platform, the User will also have to change the email address or use another email address. Τo complete the creation of the personal User Account, Platform shall automatically generate a default password and send it to the email address of the User. The User shall then enter the User’s User Account by activating the default password. A user must then select a secret password. Users are advised to regularly change the password for security reasons; Users should also avoid using the same and/or easily detectable password(s) by introducing, where possible, not only letters and numbers but also symbols in multiple combinations. In the event the User forgets the password, he/she may select the relevant “Forgot my Password” field and instructions will be sent to the User’s email in order to change the password. The account name and password shall identify uniquely each User on the Site.
- LinkedIn Sign Up
- Users may have the option to sign up for and log into their HSE Account using their social media credentials. If Users choose to sign up for or log into their HSE Account using their social media account credentials, Users authorize HSE to collect their authentication information, such as their username and encrypted access credentials, and other information that may be available on or through their social media account, such as their profile information and email address.
- In case a User registers via his/her LinkedIn account, the name such User uses on LinkedIn will also appear as his/her Account name. In this case, where a user logs in using LinkedIn, the User will not select a new password but will sign in through LinkedIn. In case a User forgets his/her password, he/she must follow the password retrieval procedures of LinkedIn further to its (LinkedIn) applicable Terms and Conditions and processes. Otherwise, access and use of his/her Account and Profile in the Platform will not be possible.
- Users are responsible for ensuring the accuracy and completeness of the information obtained from their social media accounts during registration and throughout the duration of their use of the HSE platform.
- Termination of Accounts
- Users may deactivate or delete their Account at any time by following the instructions provided on the HSE platform.
- HSE reserves the right to suspend or terminate a User’s Account, at its sole discretion, without notice, for any reason, including but not limited to violations of these terms and conditions, fraudulent activities, or any behavior that negatively impacts the platform or its Users.
- Upon termination, Users may lose access to their Account, content, and any Services associated with their Account. HSE is not liable for any loss or damage resulting from the termination of a User’s Account.
- Payment and Fees
- Payment Terms
- The Hard Skill Exchange (HSE) Marketplace may charge fees to Users for accessing and using its Services, including but not limited to sales coaching, cold calling, emailing, and other sales techniques provided by Coaches.
- To subscribe to a coaching Plan, you must provide a payment method. By subscribing to a Subscription Plan and providing your billing information during checkout, you grant us and our payment service provider (Stripe) the right to process payment for the then-applicable fees via the payment method we have on record for you. At the end of each subscription term, we will automatically renew your subscription for the same length of term and process your payment method for payment of the then-applicable fees.
- Users agree to pay all fees and charges associated with their use of the Services, as described on the HSE platform or as otherwise communicated by HSE.
- Invoicing clients, thereby obviating the need for direct handling of their credit/debit card details;
- Facilitating remunerations to coaches.
- If we are unable to process payment through the payment method we have on file for you, or if you file a chargeback disputing charges made to your payment method and the chargeback is granted, we may suspend or terminate your subscription.
- We reserve the right to change our Subscription Plans or adjust pricing for our Services at our sole discretion. Any price changes or changes to your subscription will take effect following notice to you, except as otherwise required by applicable law.
- Fees and Refunds:
- HSE reserves the right to modify, update, or change its fee structure and pricing policies at any time and without prior notice, in its sole discretion.
- Payments are non-refundable and there are no refunds or credits for partially used periods, unless otherwise required and depending on whether a client has experienced extraordinary circumstances, including medical emergencies, provided that notice is provided to HSE within four hours, prior to the start of the coaching session and provided that an emergency, extenuating or extreme circumstance has compelled such cancellation. Clients must contact HSE via the support ticket channel and provide emergency documentation of any such bonafide emergency circumstance.
- HSE reserves the right to issue refunds, partial or full, at its sole discretion, depending on the nature and timing of the cancellation, any applicable laws or regulations, and any other factors it deems relevant. Please see our refund policy for more information.
- Users are solely responsible for paying any applicable taxes, duties, or other fees imposed by any governmental authority on their use of the HSE platform and Services, including but not limited to sales or use taxes.
- HSE may charge, collect, or remit taxes on behalf of Users based on applicable laws or regulations, and Users agree to provide HSE with any necessary tax information or documentation to comply with such requirements.
- Access to HSE Services
- You may not access or use the Services or create an account for unlawful purposes. Your use of the Services and behavior on our platform must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you.
- If you are a client, the services enable you to interface with coaches in a one-on-one capacity, participate in practice exercises and other forms of skill demonstration activities for courses or other content in which you are enrolled, and to post reviews of content and coaches. In accordance with the stipulations delineated herein, HSE grants you an unassignable, non-sub licensable, non-exclusive, circumscribed privilege to access and utilize the HSE Platform, strictly for purposes that pertain to your non-commercial personal engagement.
- If you are a coach, the services enable you to interface with clients in a one-on-one capacity for the purpose of providing sales coaching. In line with the terms articulated herein, HSE grants you an untransferable, non-sub licensable, non-exclusive, restricted entitlement to access and employ the HSE Platform exclusively for the delivery of coaching services to the clients.
- You hereby consent to refrain from observing, duplicating, or acquiring content or information from the HSE Platform by means of automated procedures (including but not limited to scripts, bots, spiders, crawlers, or scrapers), or utilizing other data extraction technologies or methodologies to encapsulate, conceal, derive data or other materials from the HSE Platform (with the exception of those occurring as a consequence of standard search engine or Internet browser usage) unless explicitly sanctioned by HSE under a separate written agreement.
- The materials provided to you from HSE as part of the Services must not be duplicated, replicated, altered, republished, downloaded, uploaded, posted, transmitted, or disseminated in any form or by any means without obtaining prior written consent from HSE, unless explicitly stipulated in these Terms.
- HSE has discretion in enforcing these Terms and may restrict or terminate your permission to use our platform and Services or ban your account at any time, with or without notice, for any or no reason, including for any violation of these Terms, if you fail to pay any fees when due, for fraudulent chargeback requests, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, if we suspect that you engage in fraudulent or illegal activities, or for any other reason in our sole discretion. Upon any such termination we may delete your account and content, and we may prevent you from further access to the platforms and use of our Services. You agree that we will have no liability to you or any third party for termination of your account or blocking of your access to our platforms and services.
- You are strictly prohibited from disseminating or assigning your account credentials to any external party.
- HSE retains the right to enforce judicious constraints on your degree of access to the HSE Platform, encompassing restrictions pertaining to the duration or quantity of information accessed, or the devices utilized to access the HSE Platform, as a preventive measure against unauthorized third-party utilization of the Services.
- User Representations and Warranties
- Client specific representations
- You agree to honor the commitments you make to the Coach via the HSE Platform;
- You agree not to circumvent the use of services on the platform
- You assent not to exploit or manipulate the established fee structure, the billing operations, or any financial liabilities due to HSE or the Coach; and
- You agree to use good faith efforts to interact with the Coaches.
- Coach specific representations
- You pledge to render coaching services in adherence to these Terms and any other policies articulated by HSE, communicated to you either via email or through postings on the Website;
- You will dispense the coaching services in compliance with laws and regulations pertinent to the state or country where the coaching services are being provided;
- You bear sole responsibility and full liability for any transgressions of any local laws and regulations pertaining to your provision of the coaching services;
- You will deliver the coaching services with reasonable diligence and proficiency, aligning with generally accepted practices;
- You have secured all registrations, certifications, licenses, and other documentation requisite in the relevant jurisdiction for providing the coaching services. It is incumbent upon you to ensure the continued validity of all aforementioned documents;
- You will abstain from offering coaching services to clients outside the ambit of the HSE Platform, from receiving payments from clients directly, or from inducing or soliciting payment from the client either directly or through any channels other than those facilitated by HSE;
- You acknowledge and consent to HSE’s right to promote the coaching services that you provide via the HSE Platform without any additional remuneration or obligation to you;
- You acknowledge and agree that HSE may enhance the video you provided for your account. The improvements can be made by editing the video, incorporating the HSE logo into the video, augmenting the quality of sound in the video, and publicizing the video on HSE’s social media accounts along with the addition of a description and link to the Coach’s profile.
- Coach to Client Interactions
- Users may enter into transactions with Coaches or other Users on the HSE platform, including but not limited to purchasing Services or paying for Coaching hours.
- Users acknowledge that HSE is not a party to any such transactions and that Users are solely responsible for any obligations or liabilities arising out of such transactions.
- HSE is not a party to direct interactions between Clients and Coaches except when we consider it advisable and as it relates to our role as platform facilitator:
- to ensure compliance with these Terms;
- to improve our Services; or
- to facilitate refunds in accordance with these Terms
- User Content
- The Hard Skill Exchange (HSE) Platform may provide features that allow Coaches and Clients to submit, post, upload, or otherwise contribute content, including but not limited to text, images, videos, reviews, or feedback (collectively, “Contributions”).
- Users are solely responsible for the Contributions they create and share on the HSE platform, and they warrant that they have all necessary rights, licenses, or permissions to share such content.
- Users agree not to submit Contributions that are unlawful, harmful, offensive, threatening, defamatory, invasive of another’s privacy, or otherwise objectionable, as determined by HSE in its sole discretion.
- By submitting Contributions to the HSE platform, Users grant HSE a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.
- Users also grant HSE and its sublicensees the right to use the name that they submit in connection with their Contributions, if they choose.
- Users represent and warrant that they own or otherwise control all the rights to their Contributions, and that the use of their Contributions by HSE and its sublicensees will not infringe upon or violate the rights of any third party or any applicable laws.
- HSE assumes no responsibility for monitoring, reviewing, or endorsing any Contributions shared by Users on the platform. HSE expressly disclaims any and all liability in connection with Contributions.
- HSE reserves the right to remove or modify any Contributions that it deems, in its sole discretion, to be inappropriate, harmful, or in violation of these terms and conditions or any applicable laws.
- Users agree to indemnify and hold harmless HSE, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with their Contributions.
- HSE Content
- Users are endowed with a personal, non-transferrable, non-exclusive privilege to utilize the HSE Content of the HSE Platform, in accordance with these Terms. The term “HSE Content” encapsulates all information, text, imagery, data, links, or other material that can be accessed through the HSE Platform, irrespective of whether it is our creation or furnished by a third party on or through the HSE Platform. The Content may harbor typographical errors, inadvertent mistakes, or inaccuracies. We retain the prerogative to make modifications to the HSE Content without the mandate to announce any such changes. You are permitted to view, copy, download, and print the HSE Content available on or through the HSE Platform, subject to the ensuing conditions:
- The HSE Content is accessible strictly for your personal engagement. No segment of the HSE Platform or the HSE Content may be replicated or conveyed in any form or by any means, electronic or mechanical, inclusive of photocopying and recording, for any purpose beyond personal use.
- Alterations to the HSE Content are strictly prohibited.
- The erasure of HSE copyright, trademark, and other proprietary notifications is strictly forbidden.
No element featured on the HSE Platform should be interpreted as implicitly, by estoppel, or otherwise, conferring any license or right to utilize the HSE Platform or any HSE Content, except: (a) as explicitly permitted by these Terms; or (b) with our prior written consent or the authorization of the third party that may possess the trademark or copyright of the HSE Content.
- Third-Party Website And Content
- We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
- HSE Platform
- User Code of Conduct
- Users agree to act professionally, courteously, and respectfully when engaging with other Users and participating in the Hard Skill Exchange (HSE) Marketplace.
- Users shall not harass, bully, intimidate, or discriminate against any other User based on race, gender, religion, sexual orientation, age, disability, or any other protected characteristic under applicable laws.
- Users are responsible for their actions while using the HSE platform and shall comply with all applicable local, state, national, and international laws, regulations, and rules.
- Prohibited Activities and Content
- Users shall not engage in any activities that violate the rights of HSE, other Users, or third parties, including intellectual property rights, privacy rights, or contractual rights.
- Users shall not use the HSE platform to transmit or distribute any unsolicited promotional materials, spam, or any other form of unauthorized solicitation.
- Users shall not impersonate any person or entity, or falsely state or otherwise misrepresent their affiliation with a person or entity.
- Users shall not use the HSE platform to distribute or share any content that contains viruses, malware, or any other harmful or malicious code.
- Users shall not engage in any activities that may interfere with or disrupt the HSE platform, its servers, or networks, or otherwise violate these terms and conditions or any applicable laws.
- Users agree not to engage in any activity that violates these terms and conditions or any applicable laws or regulations. Specifically, Users agree not to:
- Misrepresent their identity or qualifications, or engage in any fraudulent or deceptive activity.
- Use the HSE platform or Services for any purpose other than seeking or providing Sales Coaching Services.
- Use the HSE platform or Services to harass, abuse, or harm any other User or third party.
- Use the HSE platform or Services to offer or sell any goods or services other than Sales Coaching Services.
- Copy, reproduce, modify, distribute, or display any content or information from the HSE platform without HSE’s prior written consent.
- Use any automated system, including without limitation, any spider, robot, or scraper, to access or interact with the HSE platform or Services.
- Engage in any activity that interferes with or disrupts the HSE platform or Services, including without limitation, hacking, phishing, or distributing malware.
- Violate any intellectual property rights, privacy rights, or other rights of HSE or any other User or third party.
- Post or transmit any content that is offensive, defamatory, or violates any applicable laws or regulations.
- Attempt to bypass any measures of the HSE platform or Services designed to prevent or restrict access to the platform or Services.
- Engage in any activity that could damage, disable, overburden, or impair the HSE platform or Services or interfere with any other party’s use and enjoyment of the platform or Services.
- Reporting Violations
- Users are encouraged to report any suspected violations of these rules and guidelines or any other misconduct by another User to HSE by using the appropriate reporting mechanisms provided on the platform or by contacting HSE directly.
- HSE will investigate and address reported violations in its sole discretion, and it may take any appropriate action, including but not limited to issuing warnings, suspending or terminating Accounts, or seeking legal remedies.
- Users acknowledge and agree that HSE is under no obligation to disclose the results of its investigations or any actions taken in response to reported violations.
- Feedback. You acknowledge and agree that we may provide you with a mechanism to provide feedback,suggestions, and ideas about the Services or the HSE Platform (the “Feedback”). By submitting any Feedback, you provide us a written consent to use your Feedback for the improvement and promotion of the Services. You agree that submitting a Feedback is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the Feedback without any additional compensation to you and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting your Feedback, HSE does not waive any rights to use similar or related ideas previously known to HSE, or developed by its employees, or obtained from sources other than you. You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancement and modifications to the Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, or without it in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
- Reviews. You acknowledge and agree that HSE may calculate a composite rating based on comments and reviews left by other Users s. Tutors agree to be rated by Students along several criteria, as suggested by HSE. HSE provides its automatic feedback and rating system as a means through which Users can express their opinions publicly, and HSE does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to HSE’s attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. HSE is not legally responsible for any feedback or comments posted or made available on the HSE Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Support.
- Site Management. HSE reserves the right, but not the obligation, to:
- in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
- in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
- otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
- Binding Agreement
- You agree that by registering, accessing, or using our Services, you are agreeing to enter into a legally binding contract with HSE. If you do not agree to these Terms, do not register, access, or otherwise use any of our Services.
- If you are a coach accepting these Terms and using our Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
- Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.
- These Terms (including any agreements and policies linked from these Terms) constitute the entire agreement between you and us.
- If any part of these Terms is found to be invalid or unenforceable by applicable law, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
- Even if we are delayed in exercising our rights or fail to exercise a right in one case, it doesn’t mean we waive our rights under these Terms, and we may decide to enforce them in the future. If we decide to waive any of our rights in a particular instance, it doesn’t mean we waive our rights generally or in the future.
- Intellectual Property Rights
- HSE Ownership
- The Hard Skill Exchange (HSE) Marketplace and all its contents, including but not limited to text, images, graphics, logos, software, and other materials, are owned by or licensed to HSE and are protected by intellectual property laws, including copyright, trademark, patent, and trade secret laws.
- Users acknowledge and agree that they have no ownership or proprietary rights in or to the HSE platform or its contents, except for the limited license granted to them under these terms and conditions.
- User Contributions
- Users retain all ownership rights in and to their own Contributions, subject to the license granted to HSE under these terms and conditions.
- By submitting Contributions to the HSE platform, Users grant HSE a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.
- Infringement Claims
- HSE respects the intellectual property rights of others and expects its Users to do the same. Users shall not use the HSE platform to infringe upon or violate any third-party intellectual property rights, including but not limited to copyright, trademark, or patent rights.
- If Users believe that their intellectual property rights have been infringed upon or violated by any content on the HSE platform, they may submit a notice of infringement to HSE, in accordance with applicable laws and procedures.
- Users agree to indemnify and hold harmless HSE, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with their Contributions, use of the HSE platform, or any violation of these terms and conditions or any applicable laws related to intellectual property rights.
- HSE reserves the right to assume the exclusive defense and control of any claim or action for which Users are required to indemnify HSE, and Users agree to cooperate with HSE in defending such claims or actions.
- HSE respects the intellectual property rights of our Content Providers, instructors, users, and other third parties and expects our users to do the same when using the Services. We reserve the right to suspend, disable, or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights, trademarks, or other intellectual property rights of others.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you would like to read the DMCA, please visit the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
If you believe in good faith that materials on the HSE platform infringe your copyright, the DMCA provides that you (or your agent) may send us a notice requesting that the material be removed or access to it blocked.
The notice must include the following information:
- the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the platform are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow HSE to locate the material on the platform;
- the name, address, telephone number, and email address (if available) of the complaining party;
- a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Services can either be sent:
223 W. Mason St.
#5, Santa Barbara, CA 93101
Phone: (917) 232-2164
We suggest that you consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA.
HSE also respects the trademark rights of others. Accounts with any other content that misleads others or violates another’s trademark may be updated, suspended, disabled, or terminated by HSE in its sole discretion. If you are concerned that someone may be using your trademark without proper permission on our Services, please email us at firstname.lastname@example.org, and we will review your submission. If we deem appropriate, we may remove the offending content, warn the individual who posted the content, and/or temporarily or permanently suspend or disable the individual’s account.
- Site Maintenance. There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
- Disclaimers and Limitations of Liability
- No Warranty
- The Hard Skill Exchange (HSE) Marketplace and its Services are provided “as is” and “as available” without any warranties of any kind, express or implied.
- HSE does not warrant that the Services will be uninterrupted, error-free, or free from viruses or other harmful components.
- HSE makes no warranties regarding the quality, accuracy, completeness, or reliability of any content or information provided by Coaches or other Users on the platform.
- Limitation of Liability
- In no event shall HSE or its affiliates, officers, directors, employees, or agents be liable to Users or any third party for any indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits, lost data, or business interruption, arising out of or in connection with the use of the HSE platform or Services.
- HSE’s total liability to Users for any claims or damages arising out of or in connection with these terms and conditions or the use of the HSE platform or Services shall be limited to the fees paid by Users to HSE for the Services during the twelve (12) months preceding the event giving rise to such claims or damages.
- Users agree to indemnify and hold harmless HSE, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with their use of the HSE platform or Services, their Contributions, or any violation of these terms and conditions or any applicable laws or regulations.
- Force Majeure
- HSE shall not be liable for any delay or failure in performance of its obligations under these terms and conditions or the provision of the Services due to circumstances beyond its reasonable control, including but not limited to acts of God, acts of government, natural disasters, or Internet failures.
- Export Controls
- You warrant that you are not located in, or ordinarily reside in, any country that is subject to applicable U.S. laws and regulations preventing HSE from providing you access to the Services. Your location is determined by your physical location. Use of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited.
- You warrant that you are not named on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately discontinue your use of the Services if you are placed on any Sanctions List. You also warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws.
- Notwithstanding anything to the contrary in these Terms, HSE may terminate any further obligations to you, effectively immediately if you are in breach of the obligations in this section.
- Liquidated Damages. HSE and User here to acknowledge and agree that the funds that may be withheld under Section 5.6 of these Terms shall constitute liquidated damages and not penalties and are in addition to all other rights of HSE in case of the breach of these Terms. HSE and a User further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in the abovementioned section bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any material breach of the agreement by a User (iii) one of the reasons for HSE and a User reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages.
- Dispute Resolution
- Informal Resolution
- If Users have any concerns or disputes with HSE or any other User, they should first try to resolve the issue informally by contacting HSE or the other User directly and explaining the nature of the problem.
- HSE will make reasonable efforts to resolve the issue in good faith and in a timely manner.
- Binding Arbitration
- If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Santa Barbara, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
- In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
- The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures, and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
- Exceptions to Arbitration
- The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
- Class Action Waiver
- Users and HSE agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
- Users and HSE waive any right to participate in a class, consolidated, or representative action against the other party.
- Fees and Cost. You and HSE agree that each party will bear its own costs and attorneys’ fees in the event of a dispute, provided, however, that either party may recover fees and costs to the extent permitted by applicable law. If a court or an arbitrator determines that an arbitration has been brought or threatened in bad faith, or that the demand was frivolous or asserted for an improper purpose, the court or arbitrator may, to the fullest extent permitted by law, award attorneys’ fees to the party defending against the claim just as a court could.
- Changes. Notwithstanding the “Updating these Terms” section below, if HSE changes this “Dispute Resolution” section after the date you last indicated acceptance to these Terms, you may reject any such change by providing HSE written notice of such rejection by mail or hand delivery to HSE Attn: Legal, 223 W. MasonSt. #5 Santa Barbara, CA 93101, United States, or by email from the email address associated with your HSE account email@example.com, within 30 days of the date such change became effective, as indicated by the “last updated on” language above. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and HSE in accordance with the provisions of this “Dispute Resolution” section as of the date you last indicated acceptance to these Terms.
- Improperly Commenced Arbitration. If either party believes that the other has initiated an arbitration in violation of this Dispute Resolution Agreement, if such an arbitration is threatened, or if either party has reason to believe an improperly commenced arbitration is imminent, the party against whom the arbitration has been or will be initiated may seek an order from a court of competent jurisdiction enjoining the arbitration from being filed or continued, and awarding its fees and costs, including reasonable attorneys’ fees, incurred in connection with seeking the order.
- DISCLAIMER. THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
- LIMITATIONS OF LIABILITY. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- Governing Law. These terms and conditions and any disputes arising out of or in connection with the use of the HSE platform or Services shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Users and HSE agree that any legal action arising out of or in connection with these terms and conditions or the use of the HSE platform or Services shall be brought exclusively in the state or federal courts located in San Francisco, California.
- Electronic Communications, Transactions, and Signatures
- Electronic Communications
- Users agree to receive electronic communications from HSE, including but not limited to emails, notifications, and messages on the HSE platform.
- Users acknowledge that electronic communications may not be secure and may be intercepted or accessed by unauthorized parties.
- Users agree that electronic signatures, including but not limited to typed names or check boxes, shall have the same legal effect as physical signatures in connection with these terms and conditions or any transactions on the HSE platform.
- Users acknowledge that they have read and understood these terms and conditions, and that they consent to be bound by them and to conduct transactions electronically.
- Legal Actions and Notices. No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued, except where this limitation cannot be imposed by law. Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your account or by you to firstname.lastname@example.org).
- Relationship Between Us.
- You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.
- Providing the Services HSE is acting as an on-demand intermediary connecting Students and Tutors and providing the tools to facilitate the tutoring services. You acknowledge and agree that HSE is a technology services provider that does not provide online tutoring services or functions as a language learning school.
- HSE does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and HSE. Users may use the Services only for the provision and receipt of the tutoring services subject to these Terms.
- As such, HSE will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security, or payroll withholding tax in connection with your use of Services. You are solely responsible for adhering to all applicable tax regulations that may apply in connection with your use of the Services. You hereby agree to compensate HSE for all state fees, claims, payments, fines, or other tax liabilities that HSE will incur in connection with the obligations arising from applicable tax or other regulations not being met by you.
- In all cases of use of the HSE Platform, Users are acting as independent contractors and not as HSE’s or any other party’s employee, agent, franchisee, or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You may not act as an employee, agent, or representative of HSE nor bind any contract on behalf of HSE. Where, by implication of mandatory law or otherwise, you shall be deemed an employee of HSE, you hereby agree to waive any claims against us that may arise as a result of a such implied employment relationship. No User is entitled to participate in any HSE vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by HSE to its employees.
- The Services provide connection to Tutors who are willing to be engaged by Students as independent contractors. As independent contractors, each Tutor decides when and how often the Tutor will be available to provide the tutoring services to Students. Each Tutor controls the methods, materials, content, and all aspects of the tutoring services. The Services allow Tutors to create subject-specific tutoring services, for a certain number of hours.
- Students are responsible for selecting the Tutor suitable for their learning goals. Students should check each Tutor’s self-reported credentials, education, and experience, as well as reviews from other Students. Each Tutor has the sole discretion to accept or decline a request for the tutoring services, as well as continue or discontinue a tutoring relationship with any Student.
- Tutors may and, in fact are expected to perform the tutoring services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with HSE’s competitors if desired, provided that such other activities do not result in the Tutor’s violation of the Terms.
- User Termination
- Users may terminate their use of the HSE platform and Services at any time by closing their Account or ceasing to use the platform.]Users acknowledge that termination of their Account may result in the loss of their Contributions or other information associated with their Account.
- HSE Termination:HSE may terminate or suspend Users’ access to the HSE
- platform or Services at any time, with or without cause, and without notice.
- HSE may also terminate or suspend Users’ access to the platform or Services if they violate these terms and conditions or any applicable laws or regulations.
- Effect of Termination:
- Upon termination of their Account or access to the HSE platform or Services, Users shall immediately cease all use of the platform and Services.
- Termination shall not relieve Users of any obligations or liabilities arising out of or in connection with their use of the HSE platform or Services prior to termination.
- The provisions of these terms and conditions that by their nature are intended to survive termination, including but not limited to the provisions relating to Intellectual Property Rights, Disclaimers and Limitations of Liability, Indemnification, and Dispute Resolution, shall survive any termination or expiration of these terms and conditions.
- Entire Agreement. These terms and conditions constitute the entire agreement between Users and HSE with respect to the use of the HSE platform and Services, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between Users and HSE.
- Assignment. Users may not assign these terms and conditions or their rights or obligations hereunder without the prior written consent of HSE. HSE may assign these terms and conditions or its rights or obligations hereunder without Users’ consent.
- Waiver: Any waiver of any provision of these terms and conditions by HSE must be in writing and signed by an authorized representative of HSE. Failure by HSE to enforce any provision of these terms and conditions shall not be construed as a waiver of any provision or right.
- Severability: If any provision of these terms and conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these terms and conditions shall continue in full force and effect.
- Contact Information: Users may contact HSE at the email address provided on the HSE platform for any questions or concerns regarding these terms and conditions or the use of the platform and Services.
- Updating These Terms. From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and HSE reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means, such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.
- Non-Solicitation. Without limitation, the Services may not be used to solicit for any other business, website, or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through HSE without express written permission from HSE. You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of HSE.
- Contact us. In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at:
HYPCCCYCL,Inc (DBA HSE)
223 W. Mason St.
#5, Santa Barbara, CA 93101
Phone: (917) 232-2164