Seably.com and the Service including all web, mobile apps and other interactive assets through which the Service is delivered (collectively, the "Service") are owned, operated and distributed by Seably, a Swedish corporation (referred to in these Terms of Service as "Seably" or "we" and through similar words such as "us," "our," etc.).
We may, at our sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you agree to such modifications. These Terms of Service were last modified as of January 15, 2020.
Description of Service
The Seably Service allows students to find courses that they are interested in and allows Training Providers to build and publish courses on the Seably Marketplace.
We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.
Copyright, Licenses and Training Provider Submissions
The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Seably, its affiliates and/or other third party licensors. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material on the Service, including text, graphics, video, and/or software. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials, and not to share any material that you paid for with anyone else who has not also purchased a license for that material.
You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service in a manner not authorized by Seably in writing. You may not engage in practices of "screen scraping," "database scraping" or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Seably in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Seably or its affiliates without express written consent. You may not use meta tags or any other "hidden text" utilizing the Seably name or trademarks without the express written consent of Seably.
Content submitted by Training Providers for inclusion on the Service (including, without limitation, any information submitted on message boards, forums or other public areas of the Service) is sometimes referred to in these Terms of Service as "Training Provider Submissions." Whether or not any Training Provider Submission is published, it will be subject to these Terms of Service. Seably does not guarantee any confidentiality with respect to a Training Provider Submission, regardless of whether or not it is published. You are solely responsible for your own Training Provider Submissions and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your Training Provider Submissions (and all content included therein), including the right to authorize Seably to use the Training Provider Submissions in the manner contemplated by the Service and these Terms of Service.
You hereby grant to Seably a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Training Providers Submissions or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to Seably by all means and in any media now known or hereafter developed. You also grant to Seably the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing, and promotional material related to that. You agree that you shall have no recourse against Seably for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Seably.
We neither endorse nor assume any liability for the contents of any Training Provider Submission. We generally do not pre-screen, monitor, or edit Training Provider Submissions. However, our agents and we have the right at their sole discretion to remove any Training Provider Submission or other content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any such Training Provider Submission or other content. You with this consent to such removal and waive any claim against us arising out of such removal of any Training Provider Submission, whether it is your own or another user's. See "Copyrights, Licenses and Training Provider Submissions" above for a description of the procedures to be followed if any party believes that a Training Provider Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.
Seably will not tolerate violations of intellectual property rights on the Service. If you are a copyright owner and believe that any Training Provider Submission or other content infringes upon your copyrights, you may submit a notification according to the Swedish Copyright Act to email@example.com. You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.
The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:
You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, use the Service.
You must be a human to open an account. Accounts registered by "bots" or other automated methods are not permitted.
You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. Seably will not be liable for any loss or damage from your failure to comply with this security obligation.
We reserve the right, at any time, to change any fees or charges for using any services provided on the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid or free services used before the time of the change.
Rules for All Users
Seably is a learning platform and Marketplace for the maritime industry. When you sign up for the Site, you agree to the following rules:
You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of any other user.
Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service.
You will not upload any copyrighted, trademarked, or proprietary materials on the Service without the expressed permission of the owner. You will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.
You assume full responsibility for the content of the Service offered.
You understand that courses posted are publicly available to be viewed and accessed by any student.
You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
You will not share content from the Service with anyone who is not properly licensed to access the content.
You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.
You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
You will not impersonate any person or entity, including any of our employees or representatives.
You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else's use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability.
Specific Rules for Training Providers
When you publish a course on the Site, you agree to the following rules:
You will honor any enrollments through Seably.com at the price and time listed in the Service, and not to refuse enrollments or participation by any student for any discriminatory or other illegal reason.
You grant us the right to place advertisements on your content at our sole discretion.
Any content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material.
You represent and warrant to Seably that you are qualified to teach the courses that you list with the Service and that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws.
You understand that your students will have the ability to review your course. We cannot control and will not be held responsible for any information or opinions that a user may include in any such review.
You may choose to remove content from your course and will continue to own such content, but we will continue to have the right to use that content and to provide it to students who have paid for or enrolled in your course.
You grant us full ownership of any video content that we have filmed for you. It is at our sole discretion to remove, add, or edit that video content.
Seably reserves the right to, but is under no obligation, to delete the listing of any class at any time and for any reason.
Specific Rules for Students
When you enroll in a course on the Site, you agree to the following rules:
You will accept all of the terms and conditions, including the cancellation policy listed in the Service, when you agree to enroll in or access a course on Seably.
You may access course content for your information and personal use only.
You will not copy any materials.
Seably reserves the right to delete or suspend your account if you violate any of our rules, or at any time and for any reason.
When a student takes a course on Seably, we will share the student's username and profile with the Training Provider to collect progress and feedback on Seably. By enrolling in a course on Seably, a student grants us permission to share that student's information with the Training Provider. The Training Provider is required to respect the privacy of the student. The teacher has a limited license to use this information only for Seably-related communications or for Seably-facilitated transactions. The Training Provider may use that personal information for no other purpose, such as sending unsolicited commercial messages or unauthorized transactions. Without express consent from that person, you must not add any Seably misuse any student's personal information. Remember that you need to comply with all relevant legal rules when you use Seably. Including applicable data protection and privacy laws that govern how you can use another Seably user's information.
Single Purchase & License Fees
Seably collects all fees and pays out all Training Providers through third party providers. Each Training Provider is its own company, and Seably is not responsible for its performance.
We offer no refunds for License fees or any other fees collected by the Service.
Fees for License or any other portion of the Service may be changed at any time without prior notice.
Training Provider Payments
Training Providers may earn revenue by publishing courses or offering additional services through Seably. To qualify for payments from our Royalty Pool, we will divide the number of course certificates/proof of training generated with all courses performed that month. Your share is also dependent on the length (minutes spent) of your training.
Seably pays Training Providers on the 18th of the month. Payouts sent on the 18th of each month are for transactions that have occurred in the previous calendar month.
Monthly payouts begin the month following the month in which a Training Provider publishes their first course.
Seably distributes at least 40% of its monthly recurring revenue from Seably for Business subscriptions to Seably Training Providers every month. The algorithm used to determine your monthly share is based primarily on course length combined with your share of generated certificates on the platform. The specifics of the distribution calculation are subject to change from time to time.
Training Providers have 30 days from the time at which a payment was made to report any discrepancies. After 30 days, you have waived your right to dispute any payment.
Training Providers agree that Seably's sole responsibility is to process payments and payout Training Providers in the proportions set forth above. Seably is not a party to any transaction between any student and/or teacher and cannot be held responsible for any issues arising from any such transaction.
Training Providers are responsible for all income, sales, and other taxes associated with the fees they earn. Seably reserves the right to withhold any payment until it has received all tax identification information it requires to satisfy its obligations.
Seably reserves the right to withhold or cancel payments to Training Providers if it deems, in its sole judgment and absolute discretion, that the Training Provider engaged in behavior that violated any part of this Agreement.
Seably reserves these rights:
We can make changes to seably.com and Services without notice or liability.
We have the right to terminate your account, payment, or other affiliation with the Service at any time and for any reason. We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Seably in that jurisdiction.
We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
We have the right to reject, cancel, interrupt, remove, or suspend any course, comment, or other posted comment at any time and for any reason.
Seably is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.
Limitation of Liability
In no event shall we or any other Seably party be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Service or of any web site referenced or linked to from the Service. Further, neither we nor any other seably party, shall be liable in any way for any class or other third party goods and services offered through the Service or for assistance in conducting commercial transactions with other users of the Site, including without limitation any transaction between a student and teacher. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
Any cause of action or claim you may have to any of the previous matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
Most communication between Seably and you will be sent and received electronically. You agree that all electronic communication between Seably and you shall satisfy any legal requirements that such communications be in writing.
Any rights of Seably not expressly granted herein are reserved.