Terms and conditions

Effective Date:

Last Updated: November 1, 2024

Introduction

Welcome to Escal8!!!!! 

Escal8 offers an integrated solution that combines a robust learning platform with expert consultation services. This includes the development, implementation, tracking, and management of employee learning and development initiatives. By serving as a one-stop solution for talent development needs, Escal8 is dedicated to delivering unique learning solutions that motivate and inspire team members as they progress within their organizations.

Escal8, Inc (“Escal8,” “we,” “us,” or “our”) oversees this website, www.escal8.com (“Site”) and related services (collectively, our “Services”). These Terms & Conditions (“Terms”) are applicable to you (“Client”, “user(s),” “you,” or “your”) and govern your access to and use of the Services, as well as any information, text, graphics, photos, or other material uploaded, downloaded or appearing on the Services. The Terms contained herein apply to all users of this Site and our Services.

Those who access this Site from jurisdictions other than the United States of America are responsible for their compliance with local laws pertaining to the use of this Site. The Services are also not intended for use by minors. By using the Services, you represent and warrant that you are eighteen (18) years of age or older.

Acceptance of the Terms

To access and use Escal8’s Services, you must accept these Terms. By taking any of the following actions, you agree to our Terms, thereby entering into a legally binding contract with Escal8 (even if you are using our Services on behalf of a company or third party). If you are representing a company, it will be understood that your acceptance also binds the company for which you act as a legal representative:

  • [BY CLICKING “I AGREE” OR] BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE SITE, ITS SERVICES, AND THE CONTENT AVAILABLE HEREIN, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS.
  • Signing any commercial offer or contract with Escal8 that incorporates these Terms as part of the initial agreement to use Escal8’s Services.
  • Online acceptance by the company: During the onboarding process, the company must explicitly accept the Terms through an online acceptance system within the platform.
  • Online acceptance by users: Employees of subscribing companies, who will be the end users of Escal8, must accept the Terms when they sign in for the first time on the platform. If they do not accept the terms, they will be unable to access or use the Services.
  • Continued use of the platform following any updates to these Terms indicates implicit acceptance of the revised terms & conditions.

Modification of the Terms

We may periodically update these Terms to clarify our practices or reflect changes such as new features or Services, and we reserve the right to modify them at any time at our sole discretion without notice. The date that these Terms were last revised is identified at the top of the page. You are responsible for ensuring that you periodically visit our Site and these Terms to check for any changes. Your continued use of the Site and Services after changes become effective signifies your acceptance of the updated Terms. The most current version of these Terms will override any prior versions.

The Services

We offer a wide range of online learning and development services to organizations and individuals. By accessing or using our platform, you agree to the following terms regarding our services (the “Services”):

  • Online Training and Courses.- Escal8 provides professionally curated, interactive courses designed for various industries. These courses cover topics such as leadership, customer service, diversity, ESG, marketing, and more. Content may include videos (long or short), audio recordings, scenarios, games, and assessments, ensuring an engaging learning experience. 
  • Text Documents and PDFs.- We offer downloadable materials, including key information, guides, or reference documents in the form of texts and PDFs. These documents are provided to support the course content and allow for offline review.
  • Certification Programs.- Upon successful completion of certain courses or learning paths, learners may be eligible to receive digital certificates. These certificates include QR codes for authenticity verification. Certification retakes are allowed for a fee, where applicable, if the initial attempt is not passed.
  • Customized Learning Solutions.- We offer personalized learning solutions based on client needs. These may include the branding of courses or platforms with the client’s identity. Escal8 also works with companies to integrate their existing training materials into our platform or create custom content tailored to their workforce development goals.
  • Learning Management System (LMS) Integration.- Our platform is compatible with external Learning Management Systems (LMS). Clients can choose to either host Escal8’s content on our LMS or integrate it with their own LMS. We support various integrations, ensuring seamless tracking of course completion and progress.
  • Industry-Specific Programs.- For clients in specialized industries, such as the multifamily real estate sector, Escal8 offers targeted training programs, including leasing agent and property manager essential training. These programs also provide access to industry-related resources and webinars tailored to the needs of the sector.
  • Webinars and Forums.- Escal8 provides monthly webinars on topics such as personal and professional development. Additionally, learners gain access to online forums where they can engage with peers and experts to further their understanding of specific topics.
  • Content Customization and Integration.- Clients may add their internally developed courses or resources to the Escal8 platform. Our team also assists in customizing course content and resources to better align with the organization’s objectives.

Escal8 reserves the right to modify its Services at any time and at its sole discretion, to improve the platform’s functionality and better meet the needs of its users.

Privacy

If you have any questions or concerns about these Terms and Conditions, please contact us.

By using our Services, you agree to abide by these Terms and Conditions, as well as our Privacy Policy, which is incorporated herein by reference.

Account Registration and Responsibilities

  • Eligibility: You must be at least 18 years old to use our platform. However, if law requires that you must be older in order for Escal8 to lawfully provide the Services to you then the minimum age is such an older age. By registering, you confirm that you meet this requirement. 
  • Account Administrator: For companies using our Services, it is required that an administrator be assigned by the company to manage the account (the “Administrator”). The Administrator will be responsible for overseeing the company’s use of the Services, including account management, access permissions, and the review and acceptance of any changes to the Terms on behalf of the company. Any actions taken by the administrator will be binding on the company as a whole.
  • Account Creation: You must create an account in order to access the Services. In doing so, you must provide accurate and up-to-date information during registration. You agree, represent, warrant, and guarantee that all Personal Information provided by you, either through our Site or when speaking to an ESCAL8 representative over the phone, is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when providing information. For these purposes you may be required to provide certain personally identifiable information (“Personal Information”), such as your first and last name, telephone number(s), and e-mail, as well as other personally identifiable information that you voluntarily provide. By providing such information, you acknowledge and agree that we may, and you specifically authorize us or permitted third parties, to process all requests and transactions related to this Site and its operation, including without limitation payments and/or registration. You agree to pay all fees and charges, including applicable taxes and surcharges, incurred through your activity on or through the Site and/or through your account/profile. Maintaining the security and confidentiality of your account is your responsibility.
  • Multiple Accounts: You may only create and use one account. Sharing your account with others or allowing unauthorized access is prohibited.
  • Account Security: When you create an account and subsequently log in, you will be asked to choose a password.  You are responsible for safeguarding and maintaining the confidentiality of your password, and you agree not to disclose your password to any third party.  You will be solely responsible for any activities or actions taken under your account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, your password has been lost or stolen, someone has attempted to use the Services or Site through your account without your consent or your account has been accessed without your permission). We also recommend that you do not store your password through your web browser or other software. We strongly recommend that you do not use the Services or access the Site on any public computer. 

Our License to You

Subject to these Terms and our Policies, we grant you a limited, personal, non-exclusive, non-transferable, and revocable license to access and use our Services (the “License”). This License is granted solely for your personal, non-commercial use, unless you obtain our prior written consent for any other purpose. You agree to create, access, and use only one user account, unless expressly permitted by Escal8, and you will not share your account access or login information with any third party. Your use of our Services does not grant you ownership of or any intellectual property rights in our Services or the content accessed through them.

Commercial Use

Any use of our Services for commercial purposes is strictly prohibited unless a separate agreement is established with Escal8.

Content Offerings

Access to all content is subject to these Terms and any conditions or restrictions associated with specific content or features of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works from, sublicense, or otherwise transfer or use any content unless we provide explicit permission in a written agreement signed by an authorized representative of Escal8. This restriction also applies to content accessible via any of our APIs.

Intellectual Property

The Site, including all text, images, designs, graphics, content, source code, object code, data, features, functionality (including but not limited to all information, software, displays, enablement of video and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such materials. For purposes of clarity, ESCAL8 owns the rights to the compilation, arrangement, and assembly, along with any modifications, variations, updates, versions, and changes to all information entered and stored within our Site’s database(s) as part of the Site. This material, collectively, is protected by United States copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  All of the Site’s content is copyrighted material and is protected by the Copyright Act of 1976.  You are not permitted to republish, reproduce, transmit, transfer, prepare derivative versions or works, or otherwise use any content on this Site without our prior, express, and written permission.

You do not and will not acquire any intellectual property rights in the Site, including but not limited to the underlying Services and the content published herein, by your use of the Site.  Subject to your compliance with the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license, without the right to sublicense, to access and use the Site and to download and print any content provided by us, solely for your personal and non-commercial purposes.  No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the limited license expressly granted in the preceding sentence.

We reserve the right to suspend, disable, or terminate the accounts of users who repeatedly infringe or are repeatedly accused of infringing the copyrights, trademarks, or other intellectual property rights of others.

Content Offerings

Access to all content is subject to these Terms and any conditions or restrictions associated with specific content or features of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works from, sublicense, or otherwise transfer or use any content unless we provide explicit permission in a written agreement signed by an authorized representative of Escal8. This restriction also applies to content accessible via any of our APIs.

Subscription Plans

During your subscription to a subscription plan, you get a license pursuant to these Terms from us to access and view the content included in that subscription plan via the Services (the “Subscription Plan”). The subscription you purchase or renew defines the scope, features, and pricing associated with your access to a Subscription Plan. You are not permitted to transfer, assign, or share your subscription with any other individuals.

Payments, Billing, Refunds, and Cancellations

Payments
All subscription fees are due in advance and must be paid in full at the time of purchase or renewal. Payment methods accepted include fund transfers and credit card transactions. For fixed-term subscriptions, all fees must be paid in advance and in full before the commencement of Services. For monthly subscriptions, fees must be paid in advance and received no later than the first five days of each month. By providing your payment information, you authorize Escal8 to charge the applicable fees to your chosen payment method.

Billing

Subscription fees will be billed according to the terms of your selected Subscription Plan. For monthly subscriptions, billing will occur on the first day of each month based on the initial subscription date. For fixed-term subscriptions, billing will occur at the beginning of the term. You are responsible for ensuring that your payment information is current and accurate.

Late Fees

In the event of a late payment, a penalty fee equal to 1.5% of the overdue amount will be applied for each month the payment remains outstanding.

Refunds
All subscription fees are non-refundable unless otherwise specified in this agreement. If you cancel your subscription, you will retain access to the services for the remainder of the current billing period. No refunds will be provided for any unused portion of the subscription.

Cancellation
Subscription Plans with a fixed term cannot be terminated by the client before the end of that term. The client is obligated to honor the entire fixed term, and if they wish to terminate the subscription, notice of termination will only be effective on the last day of the fixed term and the Client will retain access to Escal8 for the remainder of the applicable period.

Unless otherwise specified in a written work order or agreement duly executed by Escal8 and the Client, all Subscription Plans will operate on a month-to-month basis. For month-to-month subscriptions, the Client must provide notice of cancellation before the end of the current monthly period. If such notice is not given, the subscription will automatically renew for an additional month. If you choose to cancel your subscription, the cancellation will take effect at the end of the current monthly period for month-to-month subscriptions and the client will retain access to Escal8 for the remainder of the applicable period.

Changes to Billing

Escal8 reserves the right to change subscription fees and billing practices at any time. If there are any changes to the fees, you will be notified via the email address associated with your account, and such changes will take effect at the beginning of the next billing cycle.

Updates and Outages

It may be necessary for Escal8 to perform scheduled or unscheduled repairs, maintenance, or upgrades and such activities may temporarily degrade the quality of the Site or Services or result in a partial or complete outage of the Site or Services.  ESCAL8 provides no assurance that you will receive advance notification of such activities or that the Site or Services will be uninterrupted or error-free.  Any degradation or interruption of the Site or Services will not give rise to a refund or credit of any fees paid by you.

Special Provisions Applicable to Software

If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software. You agree that you will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.

Your Security

You are responsible for implementing sufficient procedures and security mechanisms to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to and separate from this Site to reconstruct any lost data.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or to your downloading of any material posted on them, or on any third-party website linked to them.

Some jurisdictions do not permit us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you.  In such event, the exclusions shall apply to the fullest extent permitted under applicable law.

User Feedback and Suggestions

All feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to ESCAL8 or otherwise disclosed, submitted, or offered concerning the Site in connection with your use of the Site  (collectively, “Feedback“) will be ESCAL8’s property.  Such disclosure, submission, or offer of any Feedback will constitute an assignment to ESCAL8 of all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Feedback. ESCAL8 will be under no obligation to (i) maintain any Feedback in confidence; (ii) pay any compensation for any Feedback; or (iii) respond to any Feedback.

Reliance on Information Posted

We reserve the right to modify the Site at our sole discretion without notice.  We will not be liable if, for any reason, any part of the Site or the entirety of the Site is unavailable for any period of time.  Periodically, we may restrict access to portions of the Site or the entirety of the Site.  We may make these modifications at any time and for any reason without prior notice.  You assume any and all risk for decisions based on information contained within the Site.  The information presented on or through the Site is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Any reliance you place, or decisions you make, on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on the materials of this Site by you or any other user of the Site, or by anyone who may be informed of any of their contents.

Links to Third-Party Websites

This Site may contain links to other websites on the Internet, which are not maintained by us.  When you leave the Site, you do so at your own risk.  By providing a link to a third-party website, we are not endorsing or attempting to associate with any other entity.  Other websites are not under our control, and you acknowledge that we shall not be responsible or liable for any of the text, images, videos, content or any other content or information from a third-party website.  You also acknowledge that we shall not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your reliance on any information, any good, any service, or any other material provided through a third-party website.

Reliance on Information Posted

We reserve the right to modify the Site at our sole discretion without notice.  We will not be liable if, for any reason, any part of the Site or the entirety of the Site is unavailable for any period of time.  Periodically, we may restrict access to portions of the Site or the entirety of the Site.  We may make these modifications at any time and for any reason without prior notice.  You assume any and all risk for decisions based on information contained within the Site.  The information presented on or through the Site is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Any reliance you place, or decisions you make, on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on the materials of this Site by you or any other user of the Site, or by anyone who may be informed of any of their contents.

Limitations on Use

The Site may be used and accessed for lawful purposes only.  You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Site and their content.  In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site:

  1. in any manner transmit or submit any content to which you do not have the lawful right to copy, transmit, and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);
  2. in any manner transmit or submit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right, or right of publicity);
  3. in any manner transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful, or otherwise objectionable content or material;
  4. copy, reproduce, republish, upload, post, transmit, or distribute the Services, the Site, or any content thereof;
  5. share or sell information derived from or related to the Services, the Site, or any content thereof;
  6. modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute, or display, or create derivative works, compilations, or collective works based on the Services, the Site, or any content thereof;
  7. knowingly or negligently permit other individuals or entities to use or copy the Service or “frame” or “mirror” the Service on any other server or wireless or Internet-based device;
  8. circumvent, disable, or otherwise interfere with security-related features on the Site or features that prevent or restrict use or copying of any content;
  9. use the Services to collect or store Personal Information about other users;
  10. knowingly include or use any false or inaccurate information in any customer account;
  11. in any way transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes,” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site, or interfere with the access of any other user to the Site;
  12. attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the Site;
  13. attack the Site via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Site;
  14. transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;
  15. attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Site;
  16. use the Site in any way that competes with us; or
  17. encourage, collaborate, or instruct any other person or entity to do any of the foregoing.

ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICES OR SITE MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW.  SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.

We reserve the right, in our sole discretion, to audit or otherwise monitor any communication transmitted using the Site.  We further reserve the right at all times to review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or business assessment. NOTWITHSTANDING THE FOREGOING, WE HEREBY DISCLAIM ANY OBLIGATION TO MONITOR USE OF THE SITE OR TO RETAIN THE CONTENT ON THE SITED UNLESS OTHERWISE AGREED OR REQUIRED BY LAW.

Our Compliance with COPPA

THE SITE IS NOT INTENDED FOR USERS WHO ARE YOUNGER THAN THIRTEEN (13) YEARS OF AGE.  You can learn more about our compliance with the Children’s Online Privacy Protection Act (“COPPA”) by reviewing our Privacy Policy here [PRIVACY POLICY HYPERLINK]. Moreover, if you are under 18 years of age, you should not provide any personally identifiable information on our Site without the knowledge and permission of your parent or guardian.

  1. Termination

We reserve the right to suspend or terminate your access to the platform at any time for violations of these Terms, misconduct, or any activity we deem harmful to other users or the platform. Upon termination, you will no longer have access to your account or any enrolled courses.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT PROVIDED THEREIN ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ESCAL8 (INCLUDING ITS AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES OR THEIR CONTENT. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT THE SERVICES MAY BE INTERRUPTED, WHETHER DUE TO PLANNED MAINTENANCE OR UNFORESEEN TECHNICAL ISSUES. YOU AGREE THAT ESCAL8 SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM SUCH INTERRUPTIONS, MISSTATEMENTS, OR SECURITY ISSUES. YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.

FURTHERMORE, ESCAL8 RESERVES THE RIGHT TO DISCONTINUE OR MODIFY ANY FEATURES OF THE SERVICES AT ANY TIME AND FOR ANY REASON, WITHOUT INCURRING ANY LIABILITY. UNDER NO CIRCUMSTANCES SHALL ESCAL8 OR ITS AFFILIATES, SUPPLIERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY DAMAGES ARISING FROM THE UNAVAILABILITY OF THE SERVICES OR ANY RELATED CONTENT.

YOU AGREE THAT ESCAL8 SHALL NOT BE RESPONSIBLE FOR DELAYS OR FAILURE TO PERFORM THE SERVICES DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF WAR, NATURAL DISASTERS, PANDEMIAS, ELECTRICAL OR TELECOMMUNICATION OUTAGES, OR GOVERNMENT RESTRICTIONS.

Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE ESCAL8, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SITE AND THE SERVICES.

You acknowledge that you are responsible for any actions you take while on the Site.   You recognize that your use of the Site and any subsequent actions arising from your use of the Site are taken solely at your own risk.

IN NO EVENT WILL ESCAL8, OUR DIRECTORS, OUR OFFICERS, OUR EMPLOYEES, OUR CONTRACTORS, OUR AGENTS, OR OUR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR UNDER ANY EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, CLINICAL OUTCOMES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  

IN NO EVENT SHALL ESCAL8’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU FOR THE USE OF PAID SERVICES IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIMS.

YOU ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN YOU AND ESCAL8, AND THAT SUCH LIMITATIONS ARE A CRUCIAL FACTOR IN MAKING THE SERVICES ECONOMICALLY FEASIBLE. FURTHERMORE, ANY CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. 

Indemnification

You will indemnify, defend, and hold harmless ESCAL8, our licensors and affiliates, and our and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of, in connection with, or resulting from:

1)     your access to or use of the Site, including but not limited to its Services and its content;

2)     your violation of any of the provisions of these Terms;

3)   any activity related to your account by you or any other person accessing the Services through your account, including, without limitation, negligent or wrongful conduct; or

4)  your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

For purposes of clarity, these indemnification obligations apply to your use of the Site, along with your use of the Site’s content and Services, other than as expressly authorized in this Terms, and your use of any information obtained from the Site or any information you provide to the Site.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Severability and Waiver

If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions will continue in full force and effect.  No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ESCAL8 in writing.

Relationship

No joint venture, partnership, employment, or agency relationship exists between you and ESCAL8 as a result of the Terms or use of the Services.

Force Majeure

No party to these Terms will be liable to the other party for any failure to perform any of its obligations, except payment obligations, under the Terms during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, fire, flood, war, embargo, strike, riot, unavailability of the Internet, or the intervention of any governmental authority. 

Entire Agreement

These Terms, together with the Privacy Policy, comprise the entire agreement between you and ESCAL8 and supersede all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between you and ESCAL8 regarding such subject matter. BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, AND YOU AGREE TO BE BOUND BY ALL APPLICABLE TERMS AND CONDITIONS AS THEY MAY BE AMENDED FROM TIME TO TIME.

Governing Law and Dispute Resolution

This Terms of Use shall be construed, governed, and enforced under the laws of the United States and the State of Florida (without regard to rules governing conflict of laws).  You agree that venue for all actions, relating in any manner to this Terms of Use, shall be in a federal or state court of competent jurisdiction located in Miami-Dade County, Florida.  Each party to these terms waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above.

Contact Information

To ask questions or comment about these Terms, you may contact us at:

Phone:                           1-877-386-1353

E-mail Address:           legal@escal8.com

Mailing Address:         Escal8, LLC

                                       Legal Department

                                        1200 Brickell Avenue, Suite 1600, Miami, FL 33131