Terms of Service

1. OVERVIEW

These Terms of Use form a legally binding contract between MINUTESKILL INC. (“we” or “us”) and the people and companies (“Users” or “you”) that access and use our website located at www.minuteskill.com, https://onecliq.io/ or any related website or mobile platform controlled by us (collectively, the “Website”). These Terms of Use apply to all services provided through our Website and any other software application we operate, and all content, services, and products available at or through the Website.

It is very important that you read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract which will impact your rights.

By accessing any part of the Website, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you may not access the Website or use any services available on the Website.

These Terms of Use should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

2. SERVICES AVAILABLE ON THE WEBSITE

Without restriction, we generally offer the following services through the Website:

MinuteSkill is a social learning network that allows professionals to create and share short-form videos and other content; allows learners to discover, watch and share short-form videos and other content; allows businesses to train their employees with private internal videos and access public videos; promotes a social learning community for people to connect, inform and inspire through knowledge sharing; and acts as a distribution platform for professional content creators and advertisers around the world.

Cliq is a content repurposing platform that repurposes long-form content automatically for your preferred platform, including IG, TikTok, YT Shorts, LinkedIn, Blogs & more. When you upload a video or podcast, our AI creates shorter video clips and written content (like video descriptions, social media posts, etc.) in minutes.

The services we offer are subject to change over time. By using the Website, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your specific purposes.

It is very important that you read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract which will impact your rights.

By accessing any part of the Website, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you may not access the Website or use any services available on the Website.

These Terms of Use should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

3. YOUR CONTENT

(a) USER CONTENT

Our Services may allow you to edit, store or share content such as text and video. Anything (other than Feedback) that you upload or otherwise make available through the Services is referred to as “User Content.” We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) PERMISSIONS TO YOUR USER CONTENT

By making any User Content available through the Services you hereby grant to Us, our licensors, and their affiliates a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use, host, store, copy, communicate, modify, create derivative works based upon, distribute, publish, publicly display, and publicly perform your User Content in connection with Us, our licensors, and their affiliate providing, operating, securing, and improving their services.

(c) YOUR RESPONSIBILITY FOR USER CONTENT

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) REMOVAL OF USER CONTENT

You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(e) YOUR USE OF GENERATED CONTENT

Our Services may allow you to generate, store or share text content. Any text that you generate through the Services is referred to as “Generated Content.” Subject to your compliance with these Terms, We hereby grant you a non-exclusive, worldwide, license, with the right to sublicense, to use, copy, modify, sell, create derivative works based upon, distribute, publicly display, and publicly perform Generated Content for your lawful business purposes.

(f) OWNERSHIP OF INTELLECTUAL PROPERTY

We may make available through the Services content that is subject to intellectual property rights, including Generated Content. We and our licensors (as applicable) retain all rights to that content.

4. YOUR ACCOUNT

In order to fully use the Website, you will be required to create an account. MINUTESKILL INC. may also allow you to register using Third Party Services (as defined in Section 14) such as your [Google, Facebook or Apple Account]. MINUTESKILL INC. recommends that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party. MINUTESKILL INC. may reject, or require that you change your password. You represent and warrant to MINUTESKILL INC. that you have not misrepresented any information that you have provided to MINUTESKILL INC. in connection with your account. You are solely responsible for all activities that occur under your account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Website and the Content, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify MINUTESKILL INC. immediately. It is your responsibility to update or change your account information, as appropriate.

Information submitted by you in order to create an account will be subject to our Privacy Policy, which is available for review on the Website, and which you are required to approve before creating an account. The Privacy Policy also dictates how to terminate your account and how you can have your personal identifying information deleted from our servers.

The terms governing the features and capabilities of your account and the related fees can be found on the Website.

You grant to MINUTESKILL INC. a non-exclusive, royalty-free right during your use of the Website, to use the Content for the sole purpose of performing MINUTESKILL INC.’s obligations under these Terms of Use. Such rights shall include permission for MINUTESKILL INC. to generate and publish aggregate, anonymized reports on system usage and Content trends.

5. SUBSCRIPTIONS

(a) GENERAL

When you purchase a subscription for the Services (“Subscription”), you expressly authorize us (or our third-party payment processor) to charge you for such Subscription. We may ask you to supply additional information relevant to your Subscription, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”).

You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Subscription, you authorize us to provide your Payment Information to third parties so we can complete the transaction related to your Subscription and to charge your payment method for the type of Subscription you have selected (plus any applicable taxes and other charges).

You may need to provide additional information to verify your identity before completing your Subscription (such information is included within the definition of Payment Information).

By initiating a Subscription, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Subscriptions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(b) SUBSCRIPTION FEES

If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE US TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.

If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription.

By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or by us. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

(c) CANCELLATIONS AND REFUNDS

You may cancel your Subscription for a full refund within five (5) calendar days of your initial purchase if you have not used more than 25% of the Services included in your Subscription.

After that, your purchase is final and you will not be able to cancel the purchase and/or receive a refund of your subscription fee for that month. Refunds are only applicable to the current subscription charge on your account, not for overage charges from the prior month or additional charges added to your account. We hold our customers responsible for managing their accounts, credit limits, and overages.

When you cancel your Subscription at any time outside of this 5-day window, the cancellation will be effective at the end of the then-current Subscription period. If something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we will refund any payment you have already remitted to us for such transaction.

You can cancel your Subscription at any time inside of the Cliq app. To cancel, go to your account, then click on billing/subscriptions and click on “Manage.” You will be redirected to your portal on Stripe where you can cancel any active subscriptions.

You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

(d) FREE TRIALS

We may offer to certain qualifying users paid Subscriptions on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup. Your use of the Free Trial is subject to your compliance with such specific terms.

Certain limitations may exist with respect to combining Free Trials with any other offers. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously held a paid Subscription.

During the Free Trial, the Company will make the Services available to the Customer on a trial basis until the earlier of: (a) expiry of the Trial Services, (b) the date on which any paid Subscription commences, and (c) termination of the Free Trial by us at any time in our sole discretion by giving notice to you in writing.

6. LIMITATION OF LIABILITY

Except in a case where we are in violation of these Terms of Use, we will not be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Website.

Your use of the Website is at your sole risk. The Website is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free.

In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable.

7. INDEMNIFICATION

You agree to indemnify and hold harmless MINUTESKILL INC., including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website.

8. SECURITY BREACHES

In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the Website are kept secure and confidential.

You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.

We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.

9. WARRANTIES AND REPRESENTATIONS

We hereby disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Website.

10. COMPLIANCE WITH LAWS

You represent and warrant that:

1. You have the authority to bind yourself to these Terms of Use;
2. Your use of the Website will be solely for purposes that are permitted by these Terms of Use;
3. Your use of the Website will not infringe or misappropriate the confidentiality or intellectual property rights of any User or third party; and
4. Your use of the Website will comply with all local, provincial and federal laws, rules and regulations, and with all policies posted on the Website.

You must only use the Website for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Website. You may use the Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all these Terms of Use.

11. AGE RESTRICTIONS

Users under the age of 18 are only permitted to access and use the Website while under the direct supervision of a parent or guardian.

12. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario.

If any claim, dispute or controversy occurs between MINUTESKILL INC. and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Sucharbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the User or MINUTESKILL INC. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

13. WAIVER OF CLASS ACTION

By using the Website, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against MINUTESKILL INC. or its affiliates related to any claim, dispute or controversy arising from your use of the Website. Where applicable, you hereby agree to opt out of any class proceeding against MINUTESKILL INC. otherwise commenced.

The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.

14. THIRD PARTY SERVICES AND CONTENT

The Website may allow you to access and use services provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. MINUTESKILL INC. makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. MINUTESKILL INC. does not guarantee the continued availability of Third Party Services, and MINUTESKILL INC. may disable a Third Party Service in MINUTESKILL INC.’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, MINUTESKILL INC. expressly disclaims responsibility and liability for all Third Party Services, and you agree that MINUTESKILL INC. shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.

15. GENERAL TERMS

a. AMENDING THESE TERMS OF USE
These Terms of Use may be updated and amended from time to time. We reserve the right to change these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Website. We will make efforts to communicate any changes to these Terms of Use we deem material, in our sole discretion, via email or notifications on the Website. Your continued use of the Website will be deemed to be immediate and unconditional acceptance of any amended Terms of Use, whether or not we deemed the amendments to be material.

b. ASSIGNMENT
We may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you.

Users may not assign or delegate any rights or obligations under these Terms of Use, without our prior written consent, and any unauthorized assignment and delegation is void.

c. NO WAIVER
No waiver of a provision, right or remedy of this Agreement shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion.

d. NO AGENCY
The parties to these Terms of Use are independent contractors and are not partners or agents. MINUTESKILL INC. has no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Website.

e. SEVERABILITY
In the event that any provision or part of this Agreement is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect.

f. ENTIRE AGREEMENT
These Terms of Use, in conjunction with all policies and guidelines available on the Website (including but not limited to any Privacy Policy), incorporated by reference, constitute the entire agreement between you and MINUTESKILL INC. and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms of Use.

15. QUESTIONS ON THESE TERMS OF USE

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address:

Tanika@minuteskill.com

16. ADDITIONAL TERMS

The following additional terms and conditions apply to the use of the Website:

Your access to and use of the Website must, at all times, be compliant with our Community Guidelines.

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms or our Community Guidelines, or otherwise harmful to the Website or our users.

We may change, suspend, withdraw or restrict the availability of all or any part of our platform for business and operational reasons at any time without notice. We reserve the right to suspend or terminate your account or access to the Website with or without notice.

We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

We may use automated systems to analyze your content to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is sent, received, and when it is stored.

17. CONFIRMATION OF AGREEMENT TO TERMS OF USE

BY PROCEEDING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE WEBSITE.

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