Service Agreement

Skillvend Website Update Service Agreement

This SkillVend Website Update Service Agreement ("Agreement") is entered into by and between SkillVend and ______________  (hereinafter “the Client”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of the Client’s use of SkillVend's Website Update Service and its related services (collectively, the "Services") and represents the entire agreement between the Client and SkillVend concerning the subject matter hereof. By using the Services, the Client acknowledges that the Client have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies including, but not limited to, the Universal Terms of Service that SkillVend may establish from time to time, in its sole discretion, and any agreements that SkillVend is currently bound by or may become bound by in the future. All SkillVend policies and agreements related to the Client’s use of the Services are incorporated herein and made part of this Agreement by reference.

1. Update Services

Depending on the level of service purchased, SkillVend will provide appropriate scope of works to perform maintenance and update services. Unused time will not carry over to future updates. Additional time blocks of thirty (30) minutes may be purchased to complete the update service requested if they are to complicated.

SkillVend will require all content copy and high quality images for inclusion in the Client’s custom site. All material must be supplied in an electronic file format and transmitted to SkillVend electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. SkillVend is not responsible for delays in completion due to delays in the receipt of shipped items. SkillVend, in its sole discretion, may require the Client to re-submit images should they determine that the images are not of high enough quality. All materials provided should be copies and not original material. SkillVend will not return any materials provided by the Client in the design process. SkillVend will strive toward the Client’s Satisfaction, but does not guarantee that all of the Client’s requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. The Client’s publication of the website is acknowledgement of the Client’s satisfaction with the Services and releases SkillVend from any obligation for further revisions or alterations.

2. Custom WebSite Service

The Services are dependent upon the Client’s option of subscription. The Services are not transferable to services other than the account initially associated with the Services during the initial purchase. No refunds or credits will be given for termination of the Service based on failure to maintain a Service subscription.

3. Limitations 

SkillVend strives towards maintaining a website that meets the Client’s expectations. However, SkillVend does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires the Client’s feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. SkillVend is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including the Client’s failure to initiate the process. Should the Client fail to initiate the creation process by not responding to the initial request for interview within thirty (30) days, The Client’s account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to the Client’s failure to respond to the initial request for interview or any feedback requests. Should The Client delay feedback for more than thirty (30) days The Client’s requested updates will be archived and will require additional activation fees to recover.

The Client is responsible for maintaining the security of the Client’s account. SkillVend shall not be liable for any revisions or changes made by the Client’s or any person gaining access to the Client’s account. Any revisions requested to fix such changes shall be made in SkillVend's sole discretion and then only upon payment of additional fees.

SkillVend reserves the right to refuse any direction to maintain a web site that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another or for any other reason that SkillVend, in its sole discretion, decides.

4. Availability of Services 

Subject to the terms and conditions of this Agreement and each of SkillVend's policies and procedures, SkillVend shall use commercially reasonable efforts to attempt to provide the Services on Monday – Friday, 9am – 5pm GMT basis, excluding holidays, throughout the term of this Agreement. The Client acknowledges and agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that SkillVend may undertake from time to time; or (iii) causes beyond the reasonable control of SkillVend or that are not reasonably foreseeable by SkillVend, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. The Client acknowledges and agrees that SkillVend has no control over the availability of the Services on a continuous or uninterrupted basis.

5. The Client’s Obligations 

By using the Services, the Client agrees that the Service is available only to persons who can make legally binding contracts under applicable law.

The Client agrees that all requests shall be reasonable in nature and within the scope of the Service as advertised. The Client also agree that the Client will not use the Service to create a website that contains the following types of information: (i) personal information about children without their parent’s consent, (ii) pornography or nude pictures, (iii) tasteless images, (iv) excessively violent material, (v) links to web sites containing the serial numbers for unlocking software illegally, (vi) pyramid schemes, (vii) impersonations of another person, (viii) encouraging the use of a controlled substance, (ix) selling or promoting products that are unlawful in the location where the site is published, (x) advocating, promoting, or encouraging violence against any person, organization, or the government, or (xi) links to web pages containing any of the aforementioned content.

The Client also agrees to respond to any requests for feedback within seven (7) days. Failure to respond within thirty (30) days shall result in a non-refundable cancellation of the Service. Upon notice of completion of the Client’s website updates, within five (5) days of such notice the Client must either (i) publish the Client’s website; or (ii) notify SkillVend of the Client’s election not to publish. If the Client do not publish the Client’s website or notify SkillVend of the Client’s election not to publish, the Client’s website will be published on the Client’s behalf. The Client acknowledges and agrees that once published, all SkillVend's obligations under this Agreement have been met. At any time after publication, the Client may elect to de-publish the Client’s website by changing to the 'coming soon' page option.

6. Limitation of Liability 

The services and the associated software are being provided and /or licensed "as is" and Skillvend disclaims any and all other warranties, whether express or implied, including without limitation, any implied warranties of merchantibility or fitness for a particular purpose, to the fullest extent permitted or authorized by law without limitation of the foregoing, Skillvend expressly does not warrant that the services or the associated software will meet the client’s requirements or that use of the services or operation of the associated software will be uninterrupted or error free.

In no event shall Skillvend be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data , or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the services, even if Skillvend is aware of or has been advised of the possibility of such damage.

The Client shall indemnify, defend by counsel reasonably acceptable to SkillVend, protect and hold SkillVend harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants` and attorneys` fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to The Client’s use of the services.

7. SkillVend 's Rights and Restrictions 

SkillVend explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by SkillVend ; (ii) establish limits and guidelines concerning the use of the Services; (iii) terminate the Client’s use of the Services for use of the Services to unnecessarily or illegally harass, non-payment of fees for the Services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the Great Britain and/or foreign territories in which the Client conducts business, activities designed to encourage unlawful behaviour by others, such as hate crimes, terrorism and child pornography, activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of SkillVend, activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that SkillVend determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (iv) terminate the Client’s use of the Services if the Client’s use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against SkillVend or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (v) terminate the Client’s use of the Services if the client have not responded to requests for feedback and/or the Client has not Published the website after notice of completion for more than thirty (30) days. If SkillVend terminates the Client’s use of the Services, SkillVend may, at its own option and in its sole discretion, remove and destroy data and files stored by the Client on its servers. SkillVend has no obligation to monitor the Client’s use of the Services, but reserves the right in its sole discretion to do so.