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![Skillable Logo](Skillable_Logo_Color.png)

TERMS OF USE

Last Updated and Effective as of: June 24, 2024 Effective Date”)

Hands-On Learning Solutions LLC d.b.a. Skillable (“Skillable”) grants you the right to access and use the Skillable produced templates located within the Skillable Studio (“Skillable Template”) to enable you to build custom labs for your authorized end users (“End Users”) on Skillable’s cloud based enterprise learning platform that delivers hands-on learning experiences that help you and End Users to develop and validate technical and digital skills (“Platform”) subject to your compliance with these Terms of Use (“ToU”), which are subject to and governed by your MSA (as defined below). If there is a conflict between these ToU and the MSA, the terms and conditions of these ToU will control.

IMPORTANT. PLEASE READ THESE TOU BEFORE ACCESSING OR USING THE SKILLABLE TEMPLATES. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SKILLABLE TEMPLATES , YOU (a) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN, AND (b) AGREE TO COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS, TREATIES, DIRECTIVES, AND ORDINANCES ASSOCIATED WITH YOUR USE OF THE SKILLABE TEMPLATES (COLLECTIVELY, “APPLICABLE LAWS”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS HEREIN, YOU ARE NOT PERMITTED AND ARE NOT AUTHORIZED TO ACCESS OR USE THE SKILLABLE TEMPLATES. You may use the Skillable Templates only if you have reached the age of majority in your jurisdiction, and can enter into a binding agreement with Skillable. If you accept or agree to these ToU on behalf of a company (“Representative”), you represent and warrant that you have the authority to enter that company into and bind such company to these ToU. The terms “you” and “your” as used herein refer to, as applicable, the individual accepting these ToU on your own behalf, or the company that Representative is entering into these ToU.

  1. License to the Skillable Templates. Subject to your compliance with these ToU and the terms of your Skillable Master Services Agreement or other agreement entered into with Skillable to access and use the Platform (“MSA”), Skillable grants, and you accept a limited, nonexclusive, nontransferable right to access, clone, and use the Skillable Templates located at https://labondemand.com/ to help you create custom labs during the term of the MSA solely for use on the Platform and your internal training purposes. A Skillable Template includes a software environment that has been designed to work correctly on the Platform, and may include one or more additional software products installed and configured therein as set forth in the Skillable Template documentation. A Skillable Template may be optimized for use on the Platform, which may alter the normal default behavior of the installed software products.

  2. Proprietary Rights. The Skillable Templates, including all software and other content contained therein are protected under Applicable Laws, including United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All Skillable Templates are the sole and exclusive property of Skillable and/or its licensors. The Skillable Templates, including the compilation (meaning the selection, collection, arrangement, and assembly) of all software and other content contained in the Skillable Templates, is the sole and exclusive property of Skillable and/or its licensors. Unauthorized copying or use of the Skillable Templates (including use on any other website, platform, or application) violates Applicable Laws. No license or rights are granted to you with respect to the Skillable Templates except as expressly set forth herein, and all implied licenses and rights are reserved by Skillable and/or its licensors.

  3. Responsibility for Usage of Skillable Templates. You are solely responsible for and acknowledge and agree that you and each End User have their own licensed copy of the applicable software associated with and/or included in the Skillable Templates you use (“Underlying Software”). Additionally, you are solely responsible and liable for compliance by End Users with each end user license agreement (“EULA”) for the Underlying Software, the maintenance, security, performance, and functionality of the Skillable Templates you use, including the Underlying Software, and the acts and/or omissions of End Users in connection with access to and use of the custom labs created utilizing the Skillable Templates.

  4. Restrictions on Use. You may not: (a) reverse engineer, decompile, or otherwise attempt to discover the source code or underlying ideas or any algorithms of the Skillable Templates; (b) modify, translate or create derivative works based on the Skillable Templates except to create the custom labs subject to these ToU and the MSA; (c) rent, lease, distribute, license, sublicense, sell, or resell the Skillable Templates; (d) make the Skillable Templates available to any third party not specifically authorized herein; (e) violate any Applicable Law in connection with your use of, or any act and/or omission in connection with, the Skillable Templates; (f) remove or destroy any proprietary markings, notices, confidential legends or any trademarks or trade names of Skillable and/or its licensors placed upon or contained within the Skillable Templates; (g) access the Skillable Templates in order to (i) build a competitive product or service, or (ii) copy any features, functions, designs, or graphics of the Skillable Templates; (h) access or use the Skillable Templates if you are (1) identified on any applicable sanctions-related list of designated persons, which include those maintained by the United States, member countries of the European Economic Area, including the European Union, the United Kingdom, Switzerland, and the United Nations Security Council, such as the U.S. Department of the Treasury’s Office of Foreign Assets Control’s list of Specially Designated Nationals and Blocked Persons List, the European Union’s Consolidated List of Persons, Groups, and Entities Subject to European Union Financial Sanctions, and the United Kingdom’s HM Treasury’s Consolidated List of Sanctions Targets, and/or (2) located in a country or territory that is the target of comprehensive Sanctions; (i) interfere with or disrupt the integrity or performance of the Skillable Templates or any software, content, or data contained therein, or attempt to gain unauthorized access to the Skillable Templates, or Skillable systems or networks; or (j) in connection with use of the Skillable Templates store or transmit (1) infringing, libelous, or otherwise unlawful, or tortious material, (2) material in violation of third-party privacy rights, (3) malicious code, or (4) information for any End User that is a minor as defined under Applicable Law.

  5. Fees. There are no additional fees to access and/or use the Skillable Templates except the lab developer license fees set forth in your MSA.

  6. Indemnity. You will indemnify, defend and hold harmless Skillable and its subsidiaries, affiliates, and its and their partners, officers, directors, shareholders, managers, members, employees, consultants, and agents (collectively, “Skillable Indemnitees”) from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with (a) your breach of these ToU, (b) your (i) access and/or use of the Skillable Templates and/or Underlying Software, and/or (ii) violation of Applicable Law and/or the rights of any third party, and/or (c) any content, information, or data you submit, post, transmit, modify or otherwise make available through or in connection with the Skillable Templates and/or Underlying Software. You are solely responsible for defending all Claims against each Skillable Indemnitee, subject to such Skillable Indemnitee’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against each Skillable Indemnitee, provided that you will not agree to any settlement that imposes any obligation or liability on any Skillable Indemnitee without its prior express written consent.

  7. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SKILLABLE TEMPLATES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY KIND, AND SKILLABLE DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, AND/OR GUARANTEES, AND ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied or express warranties, so the above disclaimers may not apply to you.

  8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY OTHER LIMITATION IN THESE TOU, NEITHER SKILLABLE NOR ITS SUBSIDIARTIES OR AFFILIATES ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH YOUR ACCESS AND/OR USE OF THE SKILLABLE TEMPLATES AND UNDERLYING SOFTWARE, EVEN IF SKILLABLE AND/OR ITS SUBSIDIARIES AND/OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN, THE MAXIMUM LIABILITY OF SKILLABLE AND ITS SUBSIDIARIES AND AFFILIATES, UNDER ANY CAUSE OF ACTION OR THEORY, IS $500.

  9. Term; Termination; Suspension; Survival. You may continue to access and use the Skillable Templates during the term of your MSA. Notwithstanding anything to the contrary in these ToU or the MSA, Skillable may immediately suspend, impose restrictions, or terminate your access to and use of the Skillable Templates at any time without written notice if Skillable: (a) determines that your use of the Skillable Templates causes or may cause harm or liability, whether legal, financial, reputational or otherwise, to other Skillable Template users, a third party, or Skillable or its subsidiaries and/or affiliates; (b) is legally obligated to do so; (c) is required to do so in connection with a technical and/or security issue; or (d) determines that you are in breach of these ToU and/or MSA and fail to cure such breach within seven (7) days of receiving written notice (email acceptable). Skillable will have no liability to you, any End User, or any third party for any termination of these ToU, or limiting access to the Skillable Templates. You will not be entitled to receive a refund of any lab developer license fees paid, in whole or part, if these ToU are terminated. The provisions of these ToU which are expressly or impliedly intended to survive the termination or expiration of the term of your MSA will survive such termination or expiration, including Sections 2 through 13.

  10. Assignment. These ToU and any rights or obligations hereunder, including your access to and use of the Skillable Templates may not be assigned, sublicensed or otherwise transferred by you, whether by a change of control or by operation of law, without the prior written consent of Skillable, which will not be unreasonably withheld. Any assignment, attempted assignment, or transfer in violation of this Section will be void and of no force or effect. Skillable and its subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time-to-time these ToU, or the rights or obligations hereunder, in whole or in part, to any person or entity.

  11. Enforceability of These ToU. If any provision of these ToU is found by a court of competent jurisdiction to be invalid or unenforceable, or is otherwise invalid or enforceable, you and Skillable agree that the court, or you and Skillable, as applicable, should endeavor to give effect to you and Skillable’s intentions as reflected in the provision, and if not given effect, will be deemed severable from these ToU and will not affect the validity and enforceability of any remaining provisions of these ToU, which remain in full force and effect.

  12. Miscellaneous. These ToU may be amended from time-to-time in Skillable’s sole discretion. Any changes to these ToU will be effective immediately upon the posting of the revised ToU on the Skillable Studio, or Skillable’s website or application. These ToU, including any agreements and terms incorporated by reference herein, constitutes the entire agreement between the parties, and govern your use of the Skillable Templates, and supersedes any prior and/or contemporaneous written and/or oral agreements, discussions, communications, or representations between the parties relating to the Skillable Templates (including any additional, different, or conflicting terms on any of your forms, emails, purchase orders, or papers). Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by you and/or End Users with respect to or relating to the Skillable Templates, may be used by Skillable without compensation or attribution to you or End Users, and in connection therewith, you and/or End Users, as applicable, grant Skillable a perpetual, irrevocable, fully paid-up, unrestricted right and license to use any or all of the foregoing. Skillable retains all rights, title, and interests in the Skillable Templates, together with all derivative works, modifications, enhancements, and upgrades thereto, specifically excluding the custom labs you create with such Skillable Templates. Only a written instrument specifically waiving compliance that is executed by whichever party is entitled to waive such compliance may waive any term and/or condition of these ToU. No waiver by either party of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. Except for your lab developer license fees, neither party will have any liability under these ToU by reason of any failure or delay in the performance of the applicable party’s obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet, network and/or electrical outages, computer viruses, cyber-attacks, pandemics (including COVID-19), endemics, acts of God, war, governmental action, malicious acts of a third party, or any cause that is beyond the applicable party’s reasonable control. The parties are independent contractors and nothing in these ToU will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Except as expressly set forth herein, these ToU are not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the Skillable Indemnitees and licensors are third-party beneficiaries to these ToU, and will be entitled to directly enforce, and rely upon, any provision herein which confers a benefit on, or rights in favor of, them. The headings in these ToU are for convenience only and have no legal or contractual effect. As used in these ToU, the words “herein” or “hereof” mean these ToU, “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will”, “shall”, and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions herein apply both to their singular and plural forms, as the context may require.

  13. Electronic Signatures Effective. By clicking on the “I Agree” box or a similarly named box, or otherwise expressly agreed to in these ToU, you create an electronic signature to these ToU, establishing a valid and binding agreement between the parties. Therefore, you agree to accept these ToU, and any other agreement contained or referenced herein. In addition, you agree that we may supply you a copy of these ToU in electronic form. Please print or save a copy of these ToU for your records. You also may choose to receive a copy of the ToU in non-electronic form at any time by sending a letter and self-addressed, stamped envelope to us at: Hands-On Learning Solutions LLC d.b.a. Skillable, located at 7143 State Road 54, #153, New Port Richey, FL 34653.

    You may choose to withdraw your consent to receive these ToU in electronic form. Withdrawing your consent to receive the ToU in electronic form does not change your existing obligations to Skillable under the ToU. Instead, withdrawing your consent means that you wish to have your relationship with Skillable governed by a non-electronic form of these ToU. If you wish to withdraw your consent to receive these ToU in electronic form and to instead enter into a non-electronic form of the ToU, please send a letter and self-addressed, stamped envelope to us at: Hands-On Learning Solutions LLC d.b.a. Skillable, located at 7143 State Road 54, #153, New Port Richey, FL 34653. Skillable then will send you a non-electronic form of the ToU. Your withdrawal of consent will become effective when Skillable mails you a copy of the non-electronic form of the ToU, at which point your relationship with Skillable will be governed by the terms of such ToU. In either instance, the obligations that you incur pursuant to the electronic form of these ToU, prior to the effective date of the withdrawal of your consent, will remain unchanged until they are fully satisfied by you.

    In order to access and retain the electronic ToU, you must have access to the Internet, either directly or through devices that access web-based and/or mobile content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer, mobile phone, or other access device). Skillable will use commercially reasonable efforts to notify you of any material changes in the hardware or software requirements needed to access and/or retain these ToU that create a material risk that you will not be able to continue to access and/or retain the electronic ToU.