TERMS OF USE

Terms of Use

Please read these Terms carefully before using the Skilliby platform. By creating an account or using the Service, you enter into a legally binding agreement with Skilliby. If you do not agree to these Terms, you may not use the Service.

Effective Date: August 23, 2026 · Version 2026-08-23

1. Parties and Definitions

These Terms of Use ("Terms") are a legally binding agreement between you ("User," "you," or "your") and SKILLIBY TECHNOLOGY INC. ("Skilliby," "we," "us," or "our") regarding your access to and use of the Skilliby mobile application, platform, APIs, and related services. Contact: hello@skilliby.com.

As used in these Terms:

  • "Service" means the Skilliby mobile application, website (skilliby.com and related subdomains), API (if and when made available), and all related features, content, and functionality.
  • "Proprietary Skills Evaluation System" or "PSES" means Skilliby's proprietary algorithmic platform for generating, delivering, administering, and scoring skill assessments. The PSES, its underlying methodologies, assessment logic, question generation pipeline, scoring algorithms, and all associated intellectual property constitute trade secrets of Skilliby. The PSES operates through a multi-stage, proprietary algorithmic pipeline that incorporates confidential machine-learning model orchestration, adaptive difficulty calibration, and behavioral evaluation frameworks. The existence or non-existence of specific technologies within the PSES is Skilliby's confidential information and is not disclosed to users or third parties.
  • "Assessment Content" means all questions, scenarios, answer options, scoring rubrics, and assessment-related materials generated, delivered, or produced through the PSES.
  • "Skill Verification Badge" means a digital credential issued to a User representing their assessed proficiency level in a specific skill domain based on aggregate PSES performance data.
  • "User Content" means any data, responses, inputs, feedback, or communications that you submit, transmit, or make available through the Service.
  • "Account" means the registered user account you create to access the Service.
  • "Paid Features" means features, capabilities, or content accessible upon purchase of a subscription, package, or individual item.

2. Eligibility

  • You must be at least 16 years of age to use the Service. By creating an account or using the Service, you represent and warrant that you are at least 16 years old.
  • If you are between 16 and the age of majority in your jurisdiction, you represent that your parent or legal guardian has reviewed and consented to these Terms on your behalf, and that you have their permission to use the Service.
  • You may only use the Service in jurisdictions where such use is lawful. You are responsible for compliance with all applicable local laws.
  • By accepting these Terms, you represent that you have the legal capacity to enter into a binding contract.
  • We reserve the right to verify age or eligibility at any time and to terminate accounts that do not meet eligibility requirements.

3. Account Registration and Security

  • You must provide accurate, current, and complete information during registration and maintain the accuracy of such information throughout your use of the Service.
  • You are solely responsible for all activity that occurs under your Account, whether or not you authorized it. You must immediately notify us at hello@skilliby.com of any unauthorized use of your Account or any security breach.
  • You must not share your Account credentials with any other person or allow any other person to access your Account. Accounts are non-transferable and non-assignable.
  • You are responsible for maintaining the security of your device and ensuring that unauthorized individuals cannot access the Service through your device.
  • We may require additional verification or impose limitations on your Account if we have reason to believe your Account information is inaccurate, that your Account has been compromised, or that your use violates these Terms.
  • We may assign your Account a system-generated alias (Skilliby Handle) derived from our proprietary name-generation algorithm for display and anonymization purposes. This alias may be used to represent you in contexts where your real name is not appropriate to display.
  • One Account per person. Creating multiple Accounts to circumvent restrictions, bans, or usage limits is prohibited and will result in termination of all associated Accounts.

4. Description of the Service and Proprietary Assessment System

Skilliby is a professional skill verification and development platform that enables users to demonstrate and build verified proficiency across a range of professional skill domains, including technical, analytical, and behavioral competencies.

4.1 The Proprietary Skills Evaluation System (PSES). The PSES generates individualized assessment content for each user session through a confidential, multi-stage algorithmic pipeline. The PSES takes into account your skill profile, professional field selection, prior performance data, and a range of proprietary evaluation parameters to produce assessment content calibrated to your current proficiency level. The specific methodologies, algorithms, data sources, model architectures, and technical components underlying the PSES constitute Skilliby's trade secrets and are protected under applicable intellectual property and trade secret law. You may not attempt to reverse engineer, extract, probe, or infer the internal logic of the PSES by any means.

4.2 Assessment Content Uniqueness and Reuse. Assessment content generated for your sessions is produced by the PSES through a combination of original generation and, where appropriate, reuse of previously validated assessment items that have been quality-reviewed and approved for inclusion in the assessment item pool. The specific questions presented to you in any session may or may not be unique to your session. All Assessment Content, whether newly generated or drawn from the assessment item pool, is the exclusive intellectual property of Skilliby.

4.3 Skill Coverage. The Service covers professional skills across a broad range of domains including, but not limited to, information technology, software development, data analysis, finance, healthcare administration, marketing, sales, human resources, legal operations, engineering, design (UI/UX, graphic, product, motion), and behavioral workplace competencies. Skill coverage is subject to change as the platform evolves.

4.4 Behavioral Competency Assessments. The PSES includes behavioral competency assessments that evaluate workplace decision-making patterns, professional communication strategies, collaborative problem-solving approaches, and adaptive performance under pressure. These assessments use situational judgment methodologies grounded in professional competency frameworks. They are not clinical psychological evaluations, personality disorder assessments, psychiatric diagnostic tools, or mental health evaluations. Results from behavioral assessments reflect assessed competency indicators for professional development purposes and should not be interpreted as clinical psychological findings.

4.5 Skill Verification Badges. Skill Verification Badges are issued by Skilliby based on aggregate assessment performance and represent Skilliby's assessment of your demonstrated proficiency level in a given skill domain at the time of assessment. Badges are not professional certifications, academic qualifications, licenses, or credentials issued by regulatory or professional bodies. They are a representation of performance within the PSES framework only.

4.6 Reports, Knowledge-Card Explanations, and Recommendations. Performance reports, skill analysis summaries, and AI-generated explanations in knowledge cards are informational tools for personal and professional development. These materials constitute recommendations and informational outputs of an algorithmic system, may be incomplete or inaccurate, and require your own judgment. They do not constitute professional career counseling, psychological advice, medical recommendations, or determinations of fitness for any particular employment or professional role.

5. Employment Context and Important Disclaimers

5.1 Platform Role. Skilliby functions as a skill verification and development platform. Where users voluntarily share their Skill Verification Badges, profiles, or assessment summaries with potential employers or professional connections, Skilliby serves solely as the platform enabling that voluntary disclosure. Skilliby is not a recruitment agency, headhunter, employment agency, staffing firm, background check provider, or reference service.

5.2 Not a Consumer Reporting Agency. Skilliby is not a "consumer reporting agency" as defined under the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq., or any analogous state, provincial, or national consumer reporting or credit bureau legislation. Skilliby does not produce "consumer reports" as defined under the FCRA or equivalent law. Skilliby's Assessment Data, Skill Verification Badges, performance reports, and any other output of the PSES are not consumer reports and may not be used as the basis for employment eligibility determinations, credit decisions, insurance underwriting, housing decisions, or any other purpose regulated by the FCRA or analogous law. Any third party using Skilliby-generated data for FCRA-regulated purposes does so in violation of these Terms and assumes full legal liability for such use.

5.3 Employer Access and Consent. Future platform features may allow registered employer accounts to access the Skill Verification Badges and assessment summaries of users who have specifically consented to such access. Such access will be strictly limited to data explicitly consented to by the user, for the purpose of evaluating professional skill fit, not for background screening, credit evaluation, or FCRA-regulated purposes. Employers accessing user data through the Service agree that: (a) they will not use such data as the sole basis for adverse employment actions; (b) they will not share such data with third parties without user consent; (c) they acknowledge that Skilliby-generated data represents an informational input, not a determination of employment eligibility; and (d) they assume full responsibility for compliance with all applicable employment, anti-discrimination, and data protection laws.

5.4 Recommendations Without Guarantees. All assessment results, reports, Skill Verification Badges, and skill indicators provided through the Service are informational recommendations only. Skilliby makes no representation or warranty that any assessment result accurately predicts job performance, professional success, skill mastery in any real-world application, or suitability for any particular role. No employer or third party may hold Skilliby liable for hiring decisions made in reliance on Skilliby-generated data.

5.5 Anti-Discrimination Compliance. Employers and third parties who use Skilliby-generated data in connection with employment decisions are solely responsible for ensuring compliance with all applicable employment anti-discrimination laws, including without limitation Title VII of the Civil Rights Act, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), and equivalent laws in Canada, Germany, Ukraine, and other applicable jurisdictions.

6. License Grant and Restrictions

6.1 License Grant. Subject to your compliance with these Terms, Skilliby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) download and install the Skilliby mobile application on devices that you own or control; and (b) access and use the Service for your personal, non-commercial professional development purposes.

6.2 Restrictions. You may not, and may not allow, encourage, or facilitate others to:

  • Reverse engineer, decompile, disassemble, decode, or attempt to derive the source code, underlying algorithms, assessment methodologies, scoring logic, or any other proprietary component of the Service or the PSES by any means, including but not limited to automated probing, systematic response analysis, pattern inference, or machine learning-based extraction.
  • Access the Service through unauthorized means, including bots, scripts, scrapers, automated tools, or any mechanism that artificially generates or manipulates assessment responses.
  • Reproduce, copy, sell, resell, distribute, sublicense, or commercially exploit any part of the Service, Assessment Content, or PSES output without our express written consent.
  • Use the Service or any Assessment Content to develop, train, or improve any competing product, service, assessment platform, or algorithmic model.
  • Attempt to "game," manipulate, or artificially inflate assessment results by sharing questions, answers, or scoring insights with other users or on any external platform.
  • Circumvent, disable, bypass, or otherwise interfere with security features, access controls, rate limits, authentication systems, or any other protection mechanism in the Service.
  • Collect, harvest, or extract data from the Service or other users' accounts by any unauthorized means.
  • Use the Service in connection with unauthorized multi-level marketing, spam, phishing, or any deceptive or fraudulent activity.
  • Upload, transmit, or introduce malware, viruses, worms, logic bombs, trojan horses, or any other malicious or harmful code to the Service.
  • Use the Service for any unlawful purpose or in any manner that violates applicable local, national, or international law or regulation.
  • Impersonate any person or entity, misrepresent your affiliation with any person or entity, or falsify any information in your Account.
  • Interfere with, disrupt, or create an undue burden on the Service or the servers or networks connected to the Service.
  • Use assessment results, reports, or PSES output as consumer reports or for any FCRA-regulated purpose.
  • Share, sell, or license your Account credentials or allow third parties to take assessments on your behalf to fraudulently obtain Skill Verification Badges.

6.3 Trade Secret Protection. You acknowledge that the PSES, its underlying architecture, assessment generation methodologies, scoring algorithms, behavioral evaluation frameworks, and all related proprietary information constitute trade secrets of Skilliby, protected under the Uniform Trade Secrets Act (where applicable), the Canadian federal and provincial trade secret doctrine, EU trade secrets law (Directive 2016/943), and analogous laws in applicable jurisdictions. Any misappropriation, unauthorized disclosure, or exploitation of Skilliby's trade secrets will give rise to civil liability and may constitute criminal conduct under applicable law.

7. Intellectual Property Ownership

7.1 Skilliby Intellectual Property. The Service and all of its components — including the PSES, Assessment Content (all questions, scenarios, answer options, scoring rubrics, and generated assessments), Skill Verification Badges, reports, algorithms, software (client and server-side), source code, object code, design, graphics, user interface, trademarks, trade names, logos, and all associated documentation and trade secrets — are owned by Skilliby or its licensors and are protected by copyright, trademark, trade secret, patent, and other intellectual property laws. All rights not expressly granted in these Terms are reserved by Skilliby.

7.2 Assessment Content Ownership. All Assessment Content generated through the PSES — regardless of whether any portion was generated using third-party tools or algorithmic systems — is the exclusive intellectual property of Skilliby upon generation. You acquire no intellectual property rights in Assessment Content by virtue of completing assessments or accessing your results.

7.3 User Content License. By submitting User Content (including assessment responses, feedback on assessment quality, support communications, and any other inputs you provide), you grant Skilliby a worldwide, royalty-free, sublicensable, transferable license to host, reproduce, store, transmit, process, adapt, modify, combine, analyze, anonymize, de-identify, and use such User Content for the purposes of: (a) operating and improving the Service; (b) improving the PSES and assessment quality; (c) evaluating algorithmic systems where permitted by our Privacy Policy and your privacy choices; (d) security and fraud prevention; (e) research and analytics; and (f) other lawful purposes consistent with our Privacy Policy. This license is subject to your privacy rights and applicable law. It survives account termination only for data we are permitted to retain, including anonymized, de-identified, aggregated, legal-compliance, security, and billing records.

7.4 Feedback. If you submit suggestions, ideas, enhancement requests, or feedback about the Service ("Feedback"), you assign all intellectual property rights in such Feedback to Skilliby and acknowledge that Skilliby may use such Feedback without restriction, compensation, or attribution.

8. Paid Features and Billing

8.1 Freemium Model. The Service is offered on a freemium basis. Certain features and functionality are available at no charge. Additional features, task packages, expanded access, and premium capabilities may be purchased as part of a subscription plan or package offering.

8.2 Payment Processing. Payments, where enabled, are processed by the applicable app store, Google Play, Apple App Store, or other distribution platform provider. By completing a purchase, you agree to that provider's terms and authorize the applicable provider to charge the displayed fees. Skilliby does not store your payment card details.

8.3 Pricing and Availability. Prices for Paid Features are displayed within the Service at the point of purchase and are subject to change. Applicable taxes may be added based on your jurisdiction. All prices are in the currency stated at checkout.

8.4 Refund Policy. Purchases of consumable task packages that have been partially or fully redeemed are non-refundable, except as required by applicable mandatory consumer protection law in your jurisdiction. Subscription fees are non-refundable for current billing periods, except as required by law. If you believe you are entitled to a refund under applicable law, contact us at hello@skilliby.com within 14 days of the charge.

8.5 Chargebacks. If you initiate a chargeback for any charge that was validly authorized and processed in accordance with these Terms, Skilliby reserves the right to suspend or terminate your Account, recover the disputed amount by other lawful means, and charge a reasonable administrative fee where permitted by law.

8.6 Subscription Auto-Renewal. Where subscription features are introduced, subscriptions may auto-renew unless you cancel before the renewal date. Cancellation instructions will be provided at the time of subscription. Cancellation takes effect at the end of the current billing period.

8.7 Taxes. You are responsible for all applicable taxes, levies, or duties associated with your purchases, except where Skilliby is required by law to collect and remit taxes on your behalf.

8.8 EU/EEA Consumer Withdrawal Right. Users in EU/EEA member states who are consumers (not purchasing for business purposes) may have a right of withdrawal under Directive 2011/83/EU (Consumer Rights Directive) within 14 days of purchase for digital content that has not yet been delivered or commenced. By accessing digital content before the withdrawal period expires, you expressly consent to the immediate commencement of delivery and acknowledge that you may lose your right of withdrawal upon access.

9. Push Notifications and Communications

The Service relies on push notifications to deliver assessment availability alerts, performance reminders, and report notifications. You are requested to grant notification permissions during onboarding. While denial of notification permissions does not prevent basic account access, certain time-sensitive features — including assessment delivery notifications and weekly report summaries — depend on push notification functionality and may not be available or may operate in a degraded manner if permissions are denied.

You may modify your notification preferences at any time through the app's Settings section or through your device's system notification settings. Service-critical communications (such as security alerts, account suspension notices, and material Terms changes) may be sent by email regardless of notification preferences.

10. Content Standards and Prohibited Conduct

In addition to the restrictions in Section 6, you agree to comply with the following content and conduct standards when using the Service:

  • You will not submit false, misleading, defamatory, harassing, threatening, or abusive content through any Service channel.
  • You will not submit content that infringes any third party's intellectual property rights, privacy rights, or other legal rights.
  • You will not use the Service to transmit unsolicited commercial communications or spam.
  • You will not access the Service from a jurisdiction where such access is prohibited by applicable law.
  • You will not attempt to solicit personal information from other users.
  • You will not use the Service for commercial purposes (including resale, bulk assessment, or skills verification services offered to third parties) without our express written authorization.
  • You will not represent Skilliby's assessment results or Skill Verification Badges as independent certifications, professional licenses, academic degrees, or regulatory qualifications.

11. Assessment Quality Disputes

11.1 In-App Task-Quality Appeal. For a completed scheduled regular task or purchased extra task that affects your core Skill Score, the Service may display an in-app appeal action for 10 hours after the server-recorded completion time. Onboarding, Battle, demo, developer, and other non-eligible modes do not provide this internal appeal. You may submit one appeal per canonical task and may include an optional reason. Contacting support does not create or reopen a second task-quality appeal.

11.2 Human Review and Final Internal Decision. An authorized human reviewer will review the task, its option classification and scoring application and provide an outcome within 7 calendar days after submission. A delay does not cause automatic acceptance. Skilliby will either reject the appeal after human verification or accept it and classify the canonical task as defective. The decision is final only within Skilliby's internal task-quality appeal mechanism for that user and task; no repeat internal appeal is available for the same matter.

11.3 Effect of Acceptance. If Skilliby accepts an appeal, the canonical task is quarantined from future reuse and excluded from quality-dependent scoring for all affected users, including users who did not appeal. Skilliby may correct current materialized scores, statistics, rewards, achievements, reports, and open competitive projections while retaining raw records for security and audit. Finalized historical competition and Battle results are not reopened by this mechanism. An appeal does not itself create a right to a refund, credit, disclosure of Assessment Content, or any other remedy unless mandatory law requires it.

11.4 Confidentiality and Mandatory Rights. The review outcome may be supplied in summary form and does not require disclosure of questions, answer keys, scoring rubrics, prompts, or PSES methodology. Nothing in this Section limits non-waivable consumer rights, privacy-rights requests or complaints, or any right to contact a regulator or seek a judicial or other remedy that applicable law requires.

Limitation of Liability for Assessment Content: Skilliby is not liable for any inaccuracy, imprecision, ambiguity, or error in Assessment Content except to the extent required by mandatory consumer protection law.

12. Privacy

Your use of the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge the collection, use, processing, storage, transfer, and disclosure of personal data as described in the Privacy Policy. Where applicable law requires consent for a specific processing activity, Skilliby will request that consent separately. In the event of a conflict between these Terms and the Privacy Policy regarding the processing of personal data, the Privacy Policy shall control.

13. Account Suspension, Deactivation, and Termination

13.1 Termination by You. You may deactivate your Account at any time through the Account settings section of the app or by contacting us at hello@skilliby.com. Deactivation suspends your access to the Service. Data retention and deletion following deactivation is governed by our Privacy Policy.

13.2 Termination by Skilliby. We may, in our sole discretion and without prior notice, suspend, restrict, or permanently terminate your Account if we reasonably believe: (a) you have violated or may violate these Terms; (b) your continued use creates legal, security, or reputational risk for Skilliby or other users; (c) your Account has been inactive for an extended period; (d) you have provided false registration information; or (e) we are required to do so by applicable law or court order.

13.3 Effects of Termination. Upon termination: (a) the license granted in Section 6.1 immediately ceases; (b) you must cease all use of the Service; (c) payment obligations for amounts already incurred survive termination; (d) data retention will proceed according to our Privacy Policy; (e) all provisions of these Terms that by their nature should survive termination will survive, including Sections 6.3 (Trade Secret Protection), 7 (Intellectual Property), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), and 17 (Dispute Resolution).

13.4 No Liability for Termination. Skilliby will not be liable to you or any third party for termination of your Account or access to the Service, including termination due to your violation of these Terms, except as required by mandatory consumer protection law.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL ASSESSMENT CONTENT, SKILL VERIFICATION BADGES, REPORTS, AND PSES OUTPUT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

SKILLIBY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  • WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
  • WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY FOR ANY PURPOSE OF ANY ASSESSMENT CONTENT, SKILL SCORE, SKILL VERIFICATION BADGE, OR REPORT.
  • WARRANTIES THAT ASSESSMENT RESULTS WILL ACCURATELY PREDICT JOB PERFORMANCE, SKILL MASTERY IN REAL-WORLD APPLICATIONS, EMPLOYABILITY, OR SUITABILITY FOR ANY SPECIFIC PROFESSIONAL ROLE.
  • WARRANTIES THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
  • WARRANTIES CONCERNING THE SUITABILITY OF ASSESSMENT RESULTS FOR EMPLOYMENT SCREENING, PROFESSIONAL CERTIFICATION, OR REGULATORY COMPLIANCE PURPOSES.

Certain jurisdictions do not permit the exclusion of implied warranties, in which case the above exclusions apply to the maximum extent permitted. Your legal rights as a consumer under applicable mandatory consumer protection law are not affected by these Terms.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • UNDER NO CIRCUMSTANCES WILL SKILLIBY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUCCESSORS, ASSIGNS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF EMPLOYMENT OPPORTUNITY, LOSS OF EXPECTED SAVINGS, BUSINESS INTERRUPTION, OR PERSONAL INJURY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • SKILLIBY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID SKILLIBY DIRECTLY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).
  • SKILLIBY IS NOT LIABLE FOR ANY EMPLOYMENT DECISIONS, HIRING OUTCOMES, PROFESSIONAL CONSEQUENCES, OR OTHER REAL-WORLD EFFECTS ARISING FROM RELIANCE ON ANY ASSESSMENT RESULT, SKILL VERIFICATION BADGE, OR PSES OUTPUT BY YOU OR BY ANY THIRD PARTY.
  • THESE LIMITATIONS APPLY REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Certain jurisdictions do not permit certain exclusions or limitations of liability. In such jurisdictions, liability is limited to the maximum extent permitted by law. Nothing in these Terms limits Skilliby's liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable mandatory law.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Skilliby and its officers, directors, employees, contractors, licensors, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and court costs) ("Claims") arising out of or relating to:

  • Your use or misuse of the Service, or any activity conducted through your Account.
  • Your violation of any provision of these Terms.
  • Your violation of any applicable law, regulation, or third-party right.
  • Any User Content you submit, post, or transmit through the Service.
  • Any employment or other consequential decision made by you or a third party in reliance on Skilliby-generated data.
  • Your use of Skilliby-generated data in violation of Section 5.2 (FCRA prohibition).
  • Any unauthorized disclosure of Skilliby's trade secrets or proprietary information by you or through your Account.

Skilliby reserves the right, at its own expense, to assume the exclusive defense and control of any Claim subject to indemnification by you, in which case you will cooperate with Skilliby in asserting any available defenses.

17. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

17.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to contact Skilliby at hello@skilliby.com and provide a written description of your dispute, the relief sought, and your contact information. The parties will attempt in good faith to resolve the dispute informally within thirty (30) days of receipt of the written notice. This informal resolution period is a prerequisite to initiating arbitration or litigation, except for claims seeking emergency injunctive relief.

17.2 Binding Arbitration. Except as provided in Sections 17.5 and 17.6, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, your Account, or the relationship between you and Skilliby ("Dispute") will be finally resolved by binding individual arbitration, rather than in court. The arbitration will be administered by a recognized arbitration institution selected by Skilliby (including ADR Institute of Canada, BCICAC, or equivalent institution), applying commercially reasonable procedural rules. The seat and place of arbitration will be Vancouver, British Columbia, Canada. The language of arbitration will be English. The arbitrator's award will be final and binding and may be confirmed in any court of competent jurisdiction.

17.3 Arbitration Costs. Skilliby will pay arbitration filing fees and administrative costs for Disputes involving amounts below CAD $10,000, unless the arbitrator determines your claim is frivolous. For Disputes of CAD $10,000 or more, costs will be allocated in accordance with the applicable arbitration rules.

17.4 Class Action and Collective Proceeding Waiver. YOU AND SKILLIBY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, CONSOLIDATED PROCEEDING, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. All Disputes must be brought on an individual basis. The arbitrator may not consolidate Disputes involving more than one person or preside over any class or representative proceeding without the written consent of all parties. If this waiver is found unenforceable by an arbitrator or court of competent jurisdiction, the entirety of Section 17.2 shall be null and void for the claim to which the waiver was found unenforceable, and such claim shall proceed in court pursuant to Section 17.5.

17.5 Exceptions to Arbitration. Notwithstanding the foregoing, the following claims are not subject to mandatory arbitration and may be brought in court: (a) claims for emergency injunctive or other equitable relief to prevent imminent harm, including misappropriation of trade secrets or unauthorized use of intellectual property; (b) claims that may be brought in small claims courts in your jurisdiction where the amount in controversy is within the jurisdictional limit; and (c) any claim that applicable law expressly prohibits from being subject to mandatory arbitration.

17.6 EU/EEA Consumer Rights. Nothing in this Section limits the rights of EU/EEA consumers under Directive 2013/11/EU (Alternative Dispute Resolution Directive) or the right to bring claims before competent courts in your country of residence. EU/EEA consumers retain the right to bring disputes before their competent local court regardless of the arbitration clause. EU/EEA data protection complaints may always be brought to the relevant national supervisory authority.

17.7 Mass Arbitration. If 25 or more similar Disputes are filed within a 90-day period, the parties agree to batch the cases into groups of no more than 50 cases per batch, to be arbitrated sequentially, with each batch resolved before the next commences. The outcome of the first batch shall be used as guidance (though not binding precedent) for subsequent batches. Parties may request a global settlement discussion after each batch.

17.8 Statute of Limitations. Any Dispute must be filed within ONE (1) YEAR from the date the Dispute first arose (or, if later, from the date you knew or reasonably should have known of the facts giving rise to the Dispute). Any claim filed after this period is permanently barred. This limitation does not apply where prohibited by applicable mandatory law.

17.9 Opt-Out Right. You may opt out of the arbitration and class waiver provisions in Sections 17.2 and 17.4 by sending written notice to hello@skilliby.com within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, account email, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms or your right to use the Service.

18. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. For Disputes not subject to arbitration, you irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Vancouver, British Columbia, Canada.

Notwithstanding the above, nothing in these Terms limits the mandatory consumer protection rights available to users in the European Union, Germany, Ukraine, or other jurisdictions where such mandatory rights apply and may not be contractually excluded. In particular, EU consumers may always bring claims before the courts in their country of habitual residence pursuant to EU Regulation 1215/2012 (Brussels I Recast).

19. Service Modifications, Availability, and Force Majeure

19.1 Service Changes. Skilliby reserves the right, at any time and without prior notice, to: modify, update, enhance, restrict, or discontinue any feature or aspect of the Service; change assessment content, skill domains, or Skill Verification Badge criteria; alter pricing for Paid Features (with reasonable notice for active subscribers); and modify the PSES algorithms, methodologies, or evaluation frameworks. Continued use of the Service after any change constitutes your acceptance of the modified Service.

19.2 Availability. Skilliby does not guarantee continuous, uninterrupted, or error-free availability of the Service. The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, infrastructure failures, third-party provider outages, or events beyond Skilliby's reasonable control. Skilliby is not liable for any interruption of Service availability.

19.3 Force Majeure. Skilliby will not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by events beyond Skilliby's reasonable control, including without limitation: acts of God, war, terrorism, civil unrest, epidemic, pandemic, government action, regulatory changes, cyberattacks, telecommunications failures, third-party infrastructure outages (including cloud hosting providers), natural disasters, and strikes or labor disputes. Skilliby will use commercially reasonable efforts to resume performance as soon as practicable following any such event.

20. Changes to These Terms

Skilliby reserves the right to modify these Terms at any time. When we make material changes, we will notify you through in-app notification, email (where applicable), or prominent posting on our website, and update the "Effective Date" at the top of this document. Material changes will take effect no sooner than 14 days after notification, except where changes are required immediately by applicable law or to address security issues.

Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service before the effective date.

For EU/EEA consumers, changes that materially affect your rights will be communicated with adequate prior notice and, where required by applicable law, will require your affirmative consent.

21. Export Controls and Restricted Use

You may not use or export the Service or any portion of it in violation of applicable export control laws and regulations, including without limitation the Export Administration Regulations (EAR) of the United States and applicable Canadian export control legislation. You represent and warrant that you are not located in a country subject to applicable government embargo or sanctions and that you are not on any government-designated restricted party list.

22. General Provisions

22.1 Entire Agreement. These Terms, together with the Privacy Policy and End User License Agreement (EULA), constitute the entire agreement between you and Skilliby with respect to the Service and supersede all prior or contemporaneous communications and proposals, whether oral or written.

22.2 Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions will remain in full force and effect.

22.3 Waiver. Skilliby's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. No waiver will be effective unless made in writing and signed by an authorized representative of Skilliby.

22.4 Assignment. Skilliby may assign these Terms and its rights and obligations hereunder, without restriction, in connection with a merger, acquisition, corporate reorganization, or sale of assets. You may not assign or transfer these Terms, your Account, or any rights hereunder without Skilliby's prior written consent.

22.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Skilliby and do not confer any rights or remedies on any other person or entity, except as expressly stated (including App Store provider provisions in the EULA).

22.6 Electronic Communications. You consent to receive electronic communications from Skilliby. You agree that all notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

22.7 Contact. For questions about these Terms, contact us at hello@skilliby.com.