For Enterprise Subscribers (as defined below): Your organization may enter into a separate services agreement for the use of Skillibrium’s Site, Software, and Services. In that case, such services agreement shall govern your organization’s use of Skillibrium’s Site, Software, and Services, except as otherwise provided herein.
Skillibrium, Inc., a Delaware corporation (“Skillibrium”), makes available the websites including, without limitation, www.Skillibrium.com and all subdomains (collectively, the “Site”), software and mobile applications (collectively, the “Software”), and software as a service and other services, including, without limitation, learning content, templates, ratings, coaching, suggestions and/or corrections (collectively, the “Services”), to help people learn, practice, execute skills, coach or receive coaching, and perform professional skills more effectively. Access to and use of Skillibrium’s existing Site, Software and Services, as well as any future Site, Software or Services provided by Skillibrium are governed by this Terms of Service and License Agreement (this “Agreement”).
This Agreement is a legally binding agreement. If you don’t understand this Agreement or do not agree to be bound by it or the terms included in it, please do not use Skillibrium’s Site, Software or Services. By accessing or using Skillibrium’s Site, Software, or Services you are agreeing to the terms and conditions within this Agreement. If you are an individual subscriber or are otherwise only browsing the Site, this Agreement is between you, individually, and Skillibrium.
If you are an entity that subscribes to Skillibrium’s Software and Services, including those that registered to use on a trial basis (an “Enterprise Subscriber”), this Agreement is between you as an Enterprise Subscriber and Skillibrium, but shall also govern the use of the Site, Software, and Services by your authorized users (“Authorized Users”). In the event a team leader from an Enterprise Subscriber registers to use Skillibrium’s Software and Services (including those registered to use on a trial basis), the Enterprise Subscriber, together with all Authorized Users thereof (including those registered to use on a trial basis) shall be deemed to have agreed to be bound by this Agreement.
This Agreement contains an arbitration agreement, which will, with exceptions, require you to submit claims you have against Skillibrium and its licensors or suppliers to binding and final arbitration. Under the arbitration agreement you will only be permitted to pursue claims against Skillibrium and its licensors or suppliers on your own behalf, not as a plaintiff or class member in any class or representative action or proceeding, you will only be permitted to seek relief including monetary, injunctive, and declaratory relief on your own behalf, and you are waiving your right to a jury trial and your right to have your claim decided by a judge or jury
If you are an individual subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), Skillibrium grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services and the Software solely for your own purposes.
You may access and use the Site, Services and Software only in accordance with any instruction manuals, user guides and other documentation as made available by Skillibrium from time to time (“Documentation”).
If you are an Enterprise Subscriber and, to the extent you have entered into a separate services agreement with Skillibrium, this restriction applies to each of your Authorized Users individually, and, unless otherwise provided herein, not to your organization’s overall use of the Site, Services and Software (which shall be governed by the separate services agreement).
In addition, neither you nor your Authorized Users may:
- copy, modify or create derivative works based on the Site, Services, Software or Documentation, or any portion(s) of any of the foregoing (individually and collectively, “Skillibrium IP”);
- distribute, transmit, publish or otherwise disseminate any Skillibrium IP;
- download or store any Skillibrium IP except to the extent explicitly permitted;
- transfer to any third party any of your rights under this Agreement (except to the extent that an Enterprise Subscriber may permit such number of Authorized Users as has been agreed between the Enterprise Subscriber and Skillibrium to access and make use of the Services and Software);
- access or use the Services, Software or Skillibrium IP for the benefit of any third party (except to the extent that Authorized Users may access and make use of the Services and the Software solely for the internal business purposes of their Enterprise Subscriber);
- access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Software or Services;
- attempt to access or derive the source code or architecture of any Software;
- attempt to probe, scan or test the vulnerability of the Application, Services and/or Software, or any associated system or network, or to breach any security or authentication feature or measures of the Site, Software or Services (except with Skillibrium’s express permission), and if you are blocked by Skillibrium from accessing the Site, Software or Services (including blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
- interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site, Software, or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;
- email, upload, or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
- automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
- export or re-export any Skillibrium IP;
- use or access any Services, Software or Skillibrium IP in order to build a competitive product, service or solution;
- violate any applicable law or regulations in connection with your use of the Site, Services or Software;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Enterprise Subscriber; or
- permit any third party to do any of the foregoing.
Skillibrium may offer certain Software, including certain interfaces or templates (“Templates”) for download from the Site (“Ancillary Software”). Subject to the other terms and conditions of this Agreement, you may install and use Ancillary Software on computers owned, leased, or otherwise controlled by you, solely in conjunction with your authorized use of the Services. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Ancillary Software and shall promptly destroy all copies thereof in your possession.
Certain Services or Software (including Ancillary Software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms.
Certain Services or Software (including Ancillary Software) may contain or otherwise make use of software, code or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate license terms that accompany such Third Party Components that, to the extent they conflict with the terms of this Agreement, supersede the terms of this Agreement.
Registration and security
By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide Skillibrium with accurate and complete registration information and to promptly notify Skillibrium in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Skillibrium via email at [email protected] if there is any reason to believe that a user ID, password or any other security device issued by Skillibrium has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. Skillibrium reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your password, and for the security of your computer systems, and in no event shall Skillibrium be liable for any loss or damages relating to such activity.
Fees, payment, and trial memberships
If you have registered to use certain Services and/or Software on a trial basis, then you may use such Services and Software only for noncommercial evaluation purposes during the applicable trial period.
Your access to or use of the Services and/or Software shall be contingent upon your payment of all applicable fees as described on the Site or Software at the time (“Fees”). You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.
Upon registering for Services, you will be required to designate a valid payment method. You hereby authorize Skillibrium to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.
Skillibrium reserves the right to revise its Fees, including by increasing or adding new Fees, at any time on ten (10) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other manner chosen by Skillibrium in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription by following the “View cancellation instructions” link below.
To ensure uninterrupted service, all subscriptions to the Site, Software and Services are renewed automatically for the term defined. You hereby authorize Skillibrium to charge subscription Fees for the renewal period to the payment method on file. All subscriptions are renewed at the subscription level(s) and Fees in effect at the time the then-current subscription term ends.
Skillibrium may offer a free trial membership from time to time with regard to certain Software or Services (a “Trial”). By accessing or using the Site, Services or Software, you agree to the terms of any such Trial and further agree to any changes Skillibrium may make to such Trial as described in “Changes to Services or Terms” below. If you cancel the Services before the end of the trial period, all your rights to any remaining free trial period will be waived.
Termination and refund policy
This Agreement shall continue until you cancel your subscription, your subscription ends or until terminated by Skillibrium. You may cancel your subscription at the end of your subscription period. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).
Skillibrium may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Skillibrium determines, in its sole discretion, violate this Agreement or the rights of Skillibrium or any third party, or is otherwise inappropriate. Without limitation, Skillibrium may deny you access to the Services, or terminate this Agreement and your account, if your use of the Services does not comply with this agreement.
Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, and Skillibrium will not prorate any Fees paid for a subscription that is terminated before the end of its term.
Access to Services
You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.
The Site, Software and Services may include products and services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.
In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Skillibrium may communicate with you regarding Skillibrium and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.
“User Content” refers to the text, documents, and other content and information you enter, upload, and transmit when you use our Site, Templates, Software and Services.
You own the intellectual property rights in your User Content. As a result, we need your permission (in legal language, this is called a license) to use your User Content to provide our Site, Software and Services to you. You grant us a license to your User Content for the limited purposes of:
- Protecting the Site, Templates, Software and Services (for example, we may analyze patterns in usage to prevent abuse);
- Customizing the Site, Templates, Software and Services (for example, we may use your User Content to create personalized suggestions); and
- Developing new technologies and services (for example, adding sections to templates or questions within coaching).
The license you give us is only for the above purposes.
The license you give us allows us to, solely for the purposes outlined above, store, reproduce, use, publish and publicly display to you, modify and create derivative works of (such as providing coaching feedback, account or opportunity plan suggestions and, and permit (this is called a sublicense) our service providers to process your User Content solely for the purpose of helping us provide the Skillibrium Site, Software and Services to you. Skillibrium does not own, control, verify, or endorse User Content. You are responsible for all your User Content. That means you should back up all your User Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws).
For Enterprise Subscribers, you agree that Skillibrium and its affiliate to (i) publish the fact that you has become a client of Skillibrium and to (ii) refer you as a reference. You shall allow the use of your company logo and trademark for the purpose referred to in this clause of the Agreement. You shall notify Skillibrium in writing if you do not wish that the fact about being a client was published by the Skillibrium or its affiliates as described herein. Skillibrium agrees that any such use will be subject to Skillibrium’s compliance with any written guidelines that you may provide to Skillibrium regarding the use of your company name and logo and will not be considered your endorsement of the Site, Software or Services, unless agreed otherwise.
Changes to Services or Terms
Skillibrium reserves the right at any time to (i) change any information, specifications, features or functions of the Site, Services or Software, including any Trial, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party. Skillibrium will use its commercially reasonable efforts to notify you of changes to the Services and/or Software that, in Skillibrium’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.
Skillibrium may from time to time update or revise this Agreement. If Skillibrium updates or revises this Agreement, Skillibrium will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and End User License Agreement on the Site or by any other manner chosen by Skillibrium in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. It is your responsibility to review this Agreement periodically.
Consent to receive email
Your registration to use the Site and/or Services constitutes your consent to receive email communications from Skillibrium, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Site and Services, at any time by following the link included in the email messages.
Data collection and privacy
In addition, Skillibrium may engage third parties to conduct risk control and fraud detection/prevention activities. As part of such engagements, if you initiate a transaction on the Site or through the Services, Skillibrium may give such third parties access to your pertinent credit card and other personal information. Such third parties may only use such personal information for purposes of performing risk control and fraud detection/prevention activities for us. However, they may also convert such personal information into hashed or encoded representations of such information to be used for statistical and/or fraud prevention purposes. By initiating any such transaction, you hereby consent to the foregoing disclosure and use of your information.
All intellectual property rights in and to the User Content are and shall remain your property, and Skillibrium shall acquire no right of ownership with respect to your User Content.
All intellectual property rights in and to the Software, Site and Services and other Skillibrium IP are and shall remain the sole property of Skillibrium and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other Skillibrium IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Skillibrium and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of Skillibrium. You may from time to time provide Skillibrium with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services, the Software, the Site and/or any of Skillibrium’s related technologies (“Feedback”).
Any and all Feedback is and shall be given entirely voluntarily. As between the you, Skillibrium and, if applicable, your Enterprise Subscriber, all Feedback shall be exclusively owned by Skillibrium, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Skillibrium shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.
You shall indemnify, release and hold harmless Skillibrium and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your User Content, access to the Site, use of the Services or Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
To the maximum extent permitted by law Skillibrium and its licensors and its suppliers expressly disclaim any and all warranties and conditions, express or implied, regarding the Site, Services, and Software, including but not limited to, any implied warranties or conditions of merchantability, quality, fit for purpose, title, noninfringement, satisfactory quality or arising from a course of dealing, law, usage, trade or practice, or regarding security, reliability, timeliness and performance. You agree that your use of the Site, Services, and Software are at your own sole risk and that the Site, Services and Software provided on an “as is” “as available” “with all faults” basis without warranties of any kind either expressed or implied. Without limiting the foregoing, Skillibrium and its licensors, and its suppliers, do not warrant that the operation of the Site, Services, and Software will meet your requirements or will be uninterrupted or error free.
Limitation of liability
In no event shall Skillibrium be liable with the respect to the Site, Software, or Services for any amount in the aggregate in excess of the fees you have actually paid to Skillibirum during the twelve-month period immediately preceding the event giving rise to such liability. Any lost profits, loss or damaged user content, or data, or failure to meet any duty including without limitation good faith and reasonable care. Or any indirect, incidental, punitive, special, exemplary, or consequential damages of any kind whatsoever. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Skillibrium and you. You understand that the content, Site, Services, and Software would not be provided without such limitations.
Certain states do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you, and you may have additional rights.
Dispute resolution by binding arbitration
a. Agreement to Arbitrate
This Section titled “Dispute resolution by binding arbitration” is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Skillibrium, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Site, Software or Services, any advertising or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court in the State of Delaware, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Skillibrium are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
You and Skillibrium agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Skillibirum agree otherwise, the arbitrator may not consolidate or join more than one person or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may award relief only in favor if the individual party seeking relief and only to the extent necessary to provide to provide relief necessitated by that party’s individual claims.
c. Pre-Arbitration Dispute Resolution
Skillibrium is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer service at [email protected].
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Skillibrium and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Without limiting the severability provision in the Section titled “General Provisions” of this Agreement, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of clause (b) of this Arbitration Agreement is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.
g. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Agreement to the contrary, Skillibrium agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Skillibrium written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.
You and Skillibrium agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of laws principles of such jurisdiction. This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Skillibrium. Skillibrium may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If Skillibrium is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Skillibrium), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Skillibrium’s reasonable control (each, a “Force Majeure Event”), Skillibrium will have no liability to you for such failure to perform; provided, however, that Skillibrium shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Skillibrium or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.
This Agreement constitutes the entire agreement between Skillibrium and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between Skillibrium and you.