Skipthink Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between you (“You” or “Your”) and Skipthink (together with its Affiliates, “Skipthink,” “we,” “our,” or “us”). They govern your use of or access to Skipthink mobile or web applications, websites, and/or any other Services owned, operated and published by Skipthink (collectively, the “Services”). “Affiliates” shall mean subsidiaries, parent companies, joint ventures and other organizations or entities under common ownership with our company.

In addition to these Terms, the Skipthink privacy policy (“Privacy Policy”) applies to your use of or access to the Services, and you should review it prior to using or accessing the Services. These Terms and our Privacy Policy collectively form this “Agreement,” and your acceptance of these Terms also constitutes acceptance of our Privacy Policy. you should review it prior to any use of or access to the Services. Your use of or access to the Services is strictly subject to these Terms and our Privacy Policy as may be updated from time to time.

PLEASE REVIEW THESE TERMS AND OUR PRIVACY POLICY CAREFULLY BEFORE USING THESE SERVICES. BY INSTALLING, USING OR OTHERWISE ACCESSING ANY SERVICE, YOU AGREE TO AND ACCEPT THESE TERMS AND OUR PRIVACY POLICY AND ACKNOWLEDGE THAT YOU READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS AND OUR PRIVACY POLICY, PLEASE EXIT SUCH SERVICE IMMEDIATELY AND DO NOT INSTALL, USE OR OTHERWISE ACCESS THE SERVICES. USE OF THE SERVICES IS VOID WHERE PROHIBITED.

Skipthink Services are prohibited for use outside the United States. If you reside outside the United States, or are attempting to use or access the Services from a location outside the United States, then you are not authorized to use or access the Services.

IMPORTANT: THESE TERMS OUTLINE THE PROCEDURES FOR RESOLVING DISPUTES BETWEEN YOU AND SKIPTHINK. THEY INCLUDE A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION RIGHTS (SECTION 18). PLEASE READ CAREFULLY, AS THEY IMPACT YOUR LEGAL RIGHTS, INCLUDING, WHERE APPLICABLE, YOUR ABILITY TO CHOOSE NOT TO PARTICIPATE IN ARBITRATION.

Changes to the Terms and Services

Skipthink reserves the right, at our sole discretion, to change, modify the Terms, our Privacy Policy and other relevant Skipthink policies, at any time and from time to time by posting the amended terms, policies or rules in the Services. You will be deemed to have accepted such changes and updates in their entirety and without reservation by continuing to use or access the Services. If at any point you do not agree to any portion of the then-current version of our Terms, our Privacy Policy, or any other Skipthink policies, or other codes of conduct relating to your use of or access to the Services, you are not authorized to access or use the Services.

Right to Use the Services

Subject to your continuous compliance with the Terms, our Privacy Policy, or any other Skipthink policies, or other codes of conduct, Skipthink grants to you a non-exclusive, personal, non-transferable, non-sub-licensable and revocable limited license to access and use the Services within the United States solely for your own personal non-commercial informational purposes by accessing the Services through a web browser or mobile device. You can’t access to the Services or our products without connecting to the internet and our servers. You explicitly agree that you will not use the Services for any other purpose other than as provided for by these Terms. You agree not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract source code of the Services or to allow or assist anyone else to do so.

Skipthink expressly reserves the right to deny anyone access to the Services at any time for any reason with or without notice. You agree that Skipthink may cease providing the Services or change the content of the Services at any time for any reason with or without notice to you without liability.

You represent that:

• You reside in the United States, and will only use or access the Services from within the United States.
• You are of legal age in the jurisdiction where you reside or from where you are accessing or using the Services, as described in Section 3.
• All details provided by you to Skipthink at any time are true, current, correct, complete, and not misleading.

You agree to use the Skipthink site and Services in good faith for general informational or entertainment purposes and in complete accordance with these Terms, as they may be amended from time to time.

You agree that your use of or access to the Services complies with all applicable laws, regulations and ordinances of any jurisdiction including, but not limited to, export laws relating to software and data. If the Services or any part thereof are determined to be illegal under the laws of the jurisdiction in which you are resident or from where you use or access the Services, you shall not be granted any license to use the Services and must refrain from using the Services.

Children and Accounts

In the United States, you must be at least thirteen (13) years of age to create an Account or use the Services without your parent or legal guardian’s permission. If you are not at least thirteen (13) years of age, or if you do not understand this section or any of these Terms, please ask your parent or legal guardian for help.

If you are the parent or legal guardian of a minor, you and the minor accept and agree to be bound by these Terms and are responsible for all use of the Account or Services, whether the minor’s Account is now open or created later.

By creating an Account or using the Services, you accept and agree to be bound by these Terms and represent that either you are at least thirteen (13) years of age, or that your parent or legal guardian agrees to be bound by these Terms on your behalf.

Skipthink reserves the right to request proof of age, or proof of permission by a parent or legal guardian, at any stage to verify that persons not of legal age are not using or accessing the Services.

Our Services

Skipthink provides tools to assist in the identification, planning and scheduling of activities to assist with executive functioning skills for adults, college students, and teenage children, as well as their families and support team. By providing this assistance, users and those supporting them can focus on learning and doing activities, rather than struggle with scheduling and other executive functioning tasks.

Apps and Resident Software

The Services may require downloading, installing, or preloading an app or other software (collectively “Software”) onto your device or computer. From time to time, we may update the Services, and these updates may require modifying or replacing the Software. You acknowledge and agree that Skipthink may update the Services, with or without notifying you. Additionally, you may need to update third party software and hardware from time to time to continue accessing and using the Services.

The Software resident on your device or computer, including updates or upgrades, may:

• Automatically communicate with Skipthink’s servers to enable the Software functionality and record usage metrics.
• Impact preferences or data stored on your device which relate to the Software.
• Collect personal information as described in our Privacy Policy, including location data.

You have the option to uninstall the Software at any time, although doing so may impact or prevent your ability to access or use the Services.

Account

You are required to register with Skipthink and create an account ("Account") in order to access and use the Services. During the registration process, you will be asked to provide certain information, including but not limited to your name, username, mailing address, phone number, password, and email address. By using the Services, you agree to furnish accurate, current, and complete information as prompted during registration, and to keep your Account information accurate, current, and complete.

Your Account is unique to you, and you may neither transfer (or otherwise make available) your Account to others, nor use anyone else’s Account at any time. If you distribute your Account or related information, Skipthink reserves all rights to terminate your Account immediately and without refund.

It is your responsibility to maintain the confidentiality of any login credentials, password, and Account number provided by you or issued to you by Skipthink for accessing the Services. You are fully accountable for all activities that occur under your password or Account, even if they are not authorized by you. You accept liability for any losses or damages incurred by Skipthink or any third party as a result of you, or someone else using your account or password, either with or without your knowledge.

If you suspect unauthorized use of your password or Account, or if you suspect any other security breach, you agree to notify Skipthink immediately. Skipthink will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else's Account at any time.

A Billing Account, as defined below, is a type of Account, and all of the terms related to Accounts in this Agreement also apply to Billing Accounts.

Billing Account

Every Account is associated with a primary account for which Skipthink receives a license fee or other consideration, or that Skipthink provides under a promotional or similar arrangement. Regardless of whether Skipthink receives monetary fees from the owner of this primary account, the primary account is deemed a “Billing Account.” The Billing Account may be the only Account associated with that Billing Account, or the owner, if authorized, may invite other users to create and/or associate their Accounts with that Billing Account.

If you are invited by multiple Billing Account owners to associate your Account with their respective Billing Accounts, you must use a single Account, and cannot create separate Accounts for use with different Billing Accounts. If you create multiple Accounts for yourself or someone else, Skipthink will, at our discretion, cancel one or all of the Accounts, may terminate your rights to use the Services in the future, and may consider further disciplinary or legal action.

Billing and Payment; Subscriptions

Payment and Expenses. To make payments and cover any other expenses, you must utilize the third-party payment processing system ("PSP") specified in the Services. You may need to register with the PSP, agree to their terms of service, provide payment details, and undergo a vetting process as requested by the PSP to establish an account ("PSP Services Agreement"). By accepting these Terms, you confirm that you have downloaded or printed, reviewed, and agreed to the PSP Services Agreement. Please note, Skipthink is not a party to the PSP Services Agreement. The parties to that agreement are you, the PSP, and any other listed parties, and Skipthink bears no obligations, responsibilities, or liabilities under the PSP Services Agreement to any user or other party.

Prices, Fees, and Taxes All prices and fees listed in the Services do not include applicable federal, provincial, state, local, or other governmental taxes, fees, or charges ("Taxes"). Taxes are determined based on your billing address and will be calculated and displayed prior to confirming your transaction. Unless stated otherwise, all prices, fees, and charges are in U.S. dollars, and payments must be made in U.S. currency.

Membership Subscriptions. If you have purchased a membership subscription, its duration is specified in your Account on the Site and in your billing account details. Membership requires a recurring subscription fee and will automatically renew unless we terminate it, or you opt out of auto-renewal through the non-renewal option in your Account settings or by emailing us at info@skipthink.com before the current term expires. You must cancel any auto-renewing membership prior to renewal to avoid being charged for the subsequent term. All fees and charges are nonrefundable, and there are no refunds or credits for partially-used periods.

Trial-Period Offers. If you are taking part in any trial-period offer, you may be required to cancel the trial Services within the time frame communicated to you when you accepted the offer, in order to avoid being charged to continue the Services at the end of the trial period.

Promotional Offers. From time to time, Skipthink may offer Services for a trial period during which we will not charge you for the Services. We reserve the right to charge you for such Services at the normal rate if Skipthink determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.

Intellectual Property Rights

Proprietary Materials. All materials that are part of the Services (including, but not limited to, text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, service marks, logos, trade names, typefaces, and other materials (collectively “Proprietary Material”) are protected by law from unauthorized use. The entire contents of the Services are copyrighted under United States and Wyoming copyright laws and/or similar laws of other jurisdictions.

Marks and Logos. The service marks and trademarks of Skipthink (including Skipthink and Skipthink logos) are owned by Skipthink. Other trademarks, service marks, logos, and trade names appearing via the Services belong to their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the owner.

Feedback. You may also provide us with comments, ideas, or feedback (“Feedback”) about the Services. By submitting Feedback, you agree that it is voluntary, unsolicited, and without restriction, and does not create any fiduciary duty for Skipthink. We may freely use Feedback without additional compensation to you, and may disclose it on a non-confidential basis. You acknowledge that acceptance of your submission does not waive our rights to use similar or related Feedback previously known to us or obtained from other sources. All email and other correspondence submitted to us becomes our sole property.

Prohibitions. You agree that no materials that are part of the Services, including without limitation those listed above in this Section 9, may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, or otherwise exploited without Skipthink’s express prior written permission, except that the foregoing does not apply to (a) your own User Generated Content (as defined below), or (b) anything branded with a trademark, service mark, logo, or trade name owned by a third party, for which the license from the applicable third party applies. All other uses of copyrighted material, including any derivative use, require express prior written permission from Skipthink. Any reproduction or redistribution of materials not in accordance with these Terms is expressly prohibited and may result in severe civil and criminal penalties.

Title and Ownership. Skipthink and/or its licensors remain the owners of right, title, and interest, including copyrights and other intellectual property rights, in and to all materials posted in the Services by Skipthink. You acknowledge that you do not acquire any ownership rights by using the Services or by accessing any materials posted in the Services by Skipthink, or any derivative works thereof. All rights, title and interest in and to the Services and the materials that are part of the Services are owned by Skipthink. Skipthink reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Services and the servers and infrastructure we use to deliver the Services.

Account. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF SKIPTHINK OR ITS ASSIGNEES.

User Generated Content

"User Generated Content" refers to any textual, audio, or visual content, information, or materials that you provide, submit, upload, publish, or otherwise make available to the Services, and other users. You are solely responsible for User Generated Content, and we act as a passive conduit for its online distribution and publication. You acknowledge and agree that Skipthink:

• Is not involved in creating or developing User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be held liable for claims arising from User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove such content at its discretion.

You represent and warrant to Skipthink that your User Generated Content:

• Will be truthful, accurate, complete, and not misleading.
• Will not infringe on any third party’s intellectual property rights or rights of publicity, personality, or privacy.
• Will not violate any laws or regulations.
• Will not be defamatory, libelous, threatening, bullying, or harassing.
• Will not contain obscene or pornographic material, including child pornography, or be harmful to minors.
• Will not contain malicious software or other harmful computer code.
• Will not falsely imply employment, engagement, or affiliation with Skipthink.
• Will not create liability for Skipthink or compromise its relationships with ISPs or other suppliers.

By making User Generated Content available through the Services, you grant Skipthink a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, access, copy, adapt, modify, distribute, license, sell, transfer, transmit, stream, broadcast, and otherwise exploit such content through the Services. Skipthink does not claim ownership over User Generated Content, and this Agreement does not restrict your rights to use and exploit such content.

Copyright Complaints and Copyright Agent

Skipthink values intellectual property rights and expects users to do the same. If you believe that materials provided on or in connection with the Services infringe upon your copyright or other intellectual property rights, please send the following information to our Copyright Agent at Skipthink LLC, Attn: Copyright Agent, 1910 Thomes Avenue, Cheyenne, WY 82001, or by email at info@skipthink.com:

• A description of the copyrighted work you claim has been infringed, including the URL or specific location in the Services where the allegedly infringing material is found. Please provide enough detail for us to locate the material and explain why you believe an infringement has occurred.
• Information about where the original or authorized copy of the copyrighted work exists, such as the URL where it is posted or the name of the publication.
• Your address, telephone number, and email address.
• A statement from you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement from you, under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
• An electronic or physical signature of the copyright owner or authorized representative.

Mobile Device Use

By providing your mobile phone number and using the Services, you affirmatively consent to Skipthink using your mobile phone number to make calls and send recurring texts (including using an autodialer and/or prerecorded voice). This consent allows us to (i) deliver and enhance the Services, (ii) facilitate the carrying out of the Services, and (iii) provide you with information and updates regarding your registration, changes, updates, service interruptions, or modifications. These communications may include push notifications and other reminders through the Services or the Software.

Skipthink does not charge for these calls or texts, but your wireless carrier may impose standard message, data, or other charges. You can opt-out of receiving text messages by adjusting your Account settings in the Services or the Software, texting “STOP” in response to any text, or by email at info@skipthink.com to specify your preference to opt-out of texts. Similarly, you can opt-out of receiving calls by informing us during any call or by email at info@skipthink.com to specify your preference to opt-out of calls. Upon opting out, you may receive a confirmation text from us confirming your request.

Representations and Warranties

You represent and warrant that:

• You reside, and are accessing and using the Services, in the United States.
• You either (a) meet the legally required age in your jurisdiction; or (b) you are under the legally required age, you have your parent or legal guardian’s permission to use the Services, and they are reading this document with you.
• You, or your parent or legal guardian, have the authority and capacity to enter into and abide by this Agreement.
• You have read, understood, and agree to abide by these Terms and our Privacy Policy to access and use the Services.

You further agree that:

• You will conduct yourself responsibly and respectfully in your interactions with other users
• You will not bully, harass, defame, mislead, defraud, harm, abuse, stalk, impersonate others, or threaten to do any of those.
• When using or accessing the Services, you will comply with applicable local, state, or federal laws and regulations, and act in good faith.

You agree not to engage in any prohibited activities, including but not limited to:

• Copying, distributing, or disclosing any part of the Services beyond what is permitted.
• Using any automated system (other than Services' functionalities) to access the Services.
• Phishing, transmitting spam, chain letters, or unsolicited emails, or attempting unauthorized access or data scraping.
• Interfering with the integrity, security, or performance of the Services.
• Violating international, federal, provincial, or state regulations or laws.
• Engaging in unlawful activities, introducing malware, uploading viruses, or infringing on intellectual property rights.
• Creating fake Accounts or Billing Accounts, hiding or misrepresenting who you are, impersonating another person, harassing users or staff, or engaging in fraudulent activities.
• Interfering with the Services' security features or attempting unauthorized access.
• Using the Services for unlawful purposes or in a manner that infringes third-party rights.
• Reverse engineering the Services or underlying technology, such as our machine learning models, to extract trade secrets or other proprietary information, except as allowed by applicable law
• Using content from the Services to develop machine learning models or related AI technology.
• Encouraging or enabling others to engage in any prohibited activities or to violate these terms.

You warrant and represent that, unless disclosed to Skipthink:

• You have no undisclosed motivations, status, or interests related to the Services.
• You will promptly inform Skipthink in writing of any such motivations, status, or interests that arise during your use of the Services, including journalistic or investigative purposes.

Term, Termination and Suspension

Unless otherwise agreed in writing between you and Skipthink, either party may terminate this Agreement at any time, for any reason or without cause. You can cancel and delete your Account by using available features in the Services or by sending written notice by email at info@skipthink.com. Upon cancellation, you will lose access to your Account, profile, and other information through the Services. Certain provisions of this Agreement, including disclaimers of warranties, limitations of liability, and indemnification obligations, will survive termination and continue to apply indefinitely.

We reserve the right to refuse Services to anyone at any time and may terminate, suspend, or limit your access if we suspect a breach of this Agreement. Termination, suspension or limitation will be effective upon written or email notice. If your access is terminated, suspended, or limited under this section, you are prohibited from creating a new Account, whether under your name, a false name, or a third party's name.

Even after termination or limitation, this Agreement remains enforceable. Skipthink may pursue legal action, including arbitration per Section 18 of these Terms.

Skipthink reserves the right to modify or discontinue any part of the Services at its discretion, temporarily or permanently. We are not liable for any modifications or discontinuations of the Services. Skipthink may restrict user registration if it believes doing so is necessary to protect the Services' safety and integrity or other business concerns.

Upon termination or cancellation of your Account, we may delete all your data, including User Generated Content, as part of normal operations. Once deleted, your data cannot be recovered.

Billing Accounts. If the Billing Account that your Account is associated with cancels, terminates, or is discontinued for any reason under this section, your access to your Account will be affected in the following ways:

• If your Account is only associated with that Billing Account and no other Billing Accounts, then you will lose access to your Account in its entirety. If you were not involved in a violation of this Agreement, you may reinstate your Account and associate it with a different or new Billing Account by writing to us, although you will lose all data associated with the prior Billing Account.
• If your Account is associated with multiple Billing Accounts, then you will lose access only to the portion of your Account that is associated with the cancelled, terminated, or discontinued Billing Account(s).

If you are the owner of a Billing Account, and your Billing Account is cancelled, terminated, or discontinued for any reason under this section, this action will affect any associated Accounts owned by other users as described above.

Third-Party Websites; Third-Party Apps and Services

Third-Party Websites.

The Services may include hyperlinks to websites operated by third parties. These links do not imply endorsement by Skipthink or any association with their operators, content, or products. They are provided solely for informational purposes, convenience, and reference.

Skipthink does not control these third-party websites, and is not responsible for:

• Their availability, accuracy, or reliability; or
• The content, advertising, products, or services offered on these websites.

It is your responsibility to assess the content and utility of information obtained from these external websites. Skipthink is not involved in creating or developing third-party websites, and disclaims any responsibility for them. We cannot be held liable for claims arising from or related to these third-party websites. While Skipthink is not obligated to monitor, review, or remove links to third-party websites, we reserve the right to restrict or remove such links at our discretion.

The terms of use and privacy policies of these third-party websites govern your use of them. Accessing these third- party websites is at your own risk. Skipthink explicitly disclaims any liability for your use or viewing of the third-party websites linked through the Services. By using these links, you agree to indemnify and hold Skipthink harmless from any resulting liability.

Third-Party Apps and Services.

The Services may allow you to access or acquire products, services, websites, links, content, material, integrations or applications from independent third parties (companies or people who aren’t Skipthink) ("Third-Party Apps and Services"). Many of our Services also help you find, make requests to, or interact with Third-Party Apps and Services or allow you to share your User Generated Content, and you understand that by using our Services you are directing them to make Third-Party Apps and Services available to you. The Third-Party Apps and Services may allow you to store your User Generated Content with the publisher, provider or operator of the Third-Party Apps and Services. The Third-Party Apps and Services may require registering an account with the third party, or may present you with a privacy policy or require you to accept their terms before you can install or use the Third-Party App or Service. You should review the third-party terms and privacy policies before acquiring, using, requesting, or linking your Account to any Third-Party Apps and Services. Any third-party terms do not modify any of these Terms. You are responsible for your dealings with third parties. Skipthink does not license any intellectual property to you as part of any Third-Party Apps and Services and is not responsible or liable to you or others for information or services provided by any Third-Party Apps and Services.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CONTENT PROVIDED THROUGH THE SERVICES OR THROUGH ANY OF THE SITES LINKED TO THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. SKIPTHINK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THAT CONTENT, NOR ABOUT THE RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS OF THAT CONTENT OR THE SERVICES OR SITES. SKIPTHINK ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY, OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

UNDER NO CIRCUMSTANCES WILL SKIPTHINK AND AFFILIATES OR OUR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY SKIPTHINK, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT SKIPTHINK AND AFFILIATES OR OUR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO SKIPTHINK DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify, defend, and hold harmless Skipthink, our Affiliates, and each of our officers, directors, employees, agents, attorneys, insurers, successors, and assigns (the “Indemnified Parties”) from and against any and all liabilities, including reasonable attorneys' fees, incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement, (iii) your violation of any law or the rights of any user or third party, and (iv) any content submitted by you or using your Account to the Services, including any claim that such content infringes on the intellectual property rights of a third party or is otherwise illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities arising from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action that imposes an unreasonable burden on our infrastructure.

Skipthink reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You agree not to settle any matter without the prior written consent of Skipthink.

Dispute Resolution – Arbitration & Class Action Waiver

PLEASE CAREFULLY REVIEW THIS SECTION—IT OUTLINES YOUR LEGAL RIGHTS AND GOVERNS HOW DISPUTES BETWEEN YOU AND SKIPTHINK ARE RESOLVED, IN MOST CASES REQUIRING ARBITRATION ON AN INDIVIDUAL BASIS.

In the event of any dispute or claim arising from your use of the Services, you agree to first contact us by email at info@skipthink.com and make a good faith effort to resolve the issue through direct negotiation. If the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), it will be considered a Dispute as defined below. Except for seeking injunctive or other equitable relief as outlined in the “Binding Arbitration” section below, if you initiate arbitration claims or any administrative or legal actions without attempting mediation first, you agree not to recover attorneys’ fees, even if you might otherwise be entitled to them.

Binding Arbitration. You and Skipthink agree that any dispute, claim, or controversy arising from or relating to this Agreement or your use of the Services (collectively “Disputes”) will be resolved through binding arbitration. However, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights. By agreeing to arbitration, both you and Skipthink waive the right to a trial by jury.

Despite this agreement, you may choose to bring a claim against Skipthink in “small claims” court in Cheyenne, Wyoming, if the claim meets the court’s criteria and is pursued on an individual, non-class, and non-representative basis. This option is available only as long as the claim remains in small claims court and is pursued in an individual capacity without class or representative involvement.

Class Action Waiver. You and Skipthink agree that any proceedings to resolve Disputes will be conducted on an individual basis and not through a class, consolidated, or representative action. This mutual agreement means that both you and Skipthink waive the right to participate as a plaintiff or class member in any class action proceeding. Additionally, unless otherwise agreed in writing between you and Skipthink, the arbitrator handling any Dispute may not consolidate claims of more than one individual or preside over any form of class action proceeding.

Arbitration Administration and Rules. Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”), as modified by this "Dispute Resolution" section. You can find the AAA Rules at http://www.adr.org or by emailing the AAA at CustomerService@adr.org.

Arbitration Process. To initiate arbitration, a party must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will either be a retired judge or an attorney licensed to practice law in Wyoming, selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties cannot agree on an arbitrator within seven (7) days of the Demand for Arbitration, the AAA will appoint one according to the AAA Rules.

Arbitration Location and Procedure. Unless you and Skipthink agree otherwise, arbitration will take place in Cheyenne, Wyoming. If your claim does not exceed USD$10,000, the arbitration will be conducted solely based on documents submitted to the arbitrator, unless you request and the arbitrator determines a hearing is necessary. For claims exceeding USD$10,000, your right to a hearing will follow AAA Rules. The arbitrator, subject to AAA Rules, may allow an exchange of information between parties, considering the expedited nature of arbitration. Hearings may occur via telephone or video conference upon request and mutual agreement.

Arbitrator’s Decision and Governing Law. The arbitrator will apply Wyoming law and, as applicable, United States federal law, consistent with the Federal Arbitration Act and applicable statutes of limitations, and will respect legally recognized claims of privilege. The arbitrator will issue an award within the timeframe specified in the AAA Rules. The arbitration judgment may be entered in any court with jurisdiction. Any damages awarded by the arbitrator must align with the limitations of liability in Section 16 above. The arbitrator may grant declaratory or injunctive relief to the claimant only as needed to address the claimant’s individual claim.

Fees. Each party’s responsibility for arbitration filing, administrative, and arbitrator fees depends on arbitration circumstances as outlined in the AAA Rules.

Governing Law

Except as provided in Section 18 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Wyoming, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Wyoming law to interpret this Agreement.

No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

General Provisions

This Agreement is not intended to restrict rights that, by law, cannot be limited by contract. This Agreement defines the relationship between you and Skipthink; it does not create legal rights for any third parties. Only the parties to this Agreement can enforce rights under or terms of this Agreement. Failure by Skipthink to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Skipthink with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 18, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be deleted from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Skipthink, its successors and assigns.

Notices and Consent to Receive Notices Electronically

By using the Services, you agree to receive all agreements, notices, disclosures, and other communications (collectively, "Notices") electronically. These Notices may be provided via email or by posting them on this Site. You acknowledge that receiving Notices electronically satisfies any legal requirement for such communications to be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and deemed effective as follows: when personally delivered or sent by certified or registered mail, return receipt requested, upon receipt; when electronically confirmed, if transmitted by facsimile or email; or the day after being sent for next day delivery by a recognized overnight delivery Service.

Contacting Us

If you have any questions about these Terms or about the Services, please contact us by email at info@skipthink.com or by mail at: Skipthink LLC, 1910 Thomes Avenue, Cheyenne, WY 82001.