Terms and Conditions

Access to and use of www.Skillsoft.com, including the content, features, and any microsites, blogs and discussion groups that are a part of www.Skillsoft.com (the "Web Site") are subject to the following terms, conditions and notices. By accessing the Web Site you accept and agree to be bound by the terms, conditions and notices set forth herein, including the Privacy Policy http://www.skillsoft.com/privacy.asp, which is incorporated herein by this reference (this "Agreement"). To the extent that you have entered into a written agreement with Skillsoft Limited or any of its affiliates containing terms that directly conflict with any terms of this Agreement, then the conflicting terms set forth in the written and mutually fully executed agreement shall control. Skillsoft Limited (the "Company") may at any time and in its sole discretion, modify the terms of this Agreement by updating this Web page. Therefore, you should review this page from time to time so that you will be aware of any such modifications. Your continued use of the Web Site following any modifications constitutes your binding acceptance hereof.

The Company may post additional guidelines or rules, whether relating to particular subparts of the Web Site or otherwise (the "Subpart Terms") from time to time. Any Subpart Terms are hereby incorporated into this Agreement by reference; provided, however, that in the event of a direct conflict between any Subpart Terms and the terms set forth on this page, the terms hereof shall control.

Use of Material; Non-Commercial Purpose

The contents of the Web Site are protected by copyright and other laws in both the United States and elsewhere. The contents of this Web Site include both content owned or controlled by the Company and content owned or controlled by third parties and licensed to the Company. The Company authorizes you to view and download a single copy of any material on the Web Site solely for your personal, noncommercial use. The Web Site is for your personal, noncommercial use. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of, use of, or access to the Web Site.

Links

The Web Site includes certain pages hosted by third party service providers, such as Skillsoft's Investor Relations page, http://phx.corporate-ir.net/phoenix.zhtml?c=90584&p=irol-irhome, which are branded to look like www.skillsoft.com and perform tasks on behalf of Skillsoft ("Branded Sites"). These Branded Sites are governed by this Agreement. The Web Site may also contain links to other third party web sites, which are governed by the terms of use and privacy polices of their owners and operators ("Linked Sites"). Linked Sites are not under the control of the Company and the Company is not responsible for the contents thereof. These links are provided to you only as a convenience, and inclusion of a link does not imply endorsement of the Linked Site by the Company or any association with its operators. You acknowledge and agree that the Company shall not be responsible or liable for any damage or loss caused by or in connection with use of or reliance on any content, goods or services available on or through any Linked Site.

Internet Forums

In General. The Web Site from time to time may contain blogs, discussion groups, chat rooms and other online forums ("Internet Forums"). These are intended to provide users with a valuable resource on selected topics. Some, if not most, of the content found on such Internet Forums is provided by third party users, and not the Company. The third party user who is posting to an Internet Forum, and not the Company, is responsible for the content of such posting and for complying with this Agreement.

Standard of Conduct. You agree that you are responsible for your own communications with respect to the Web Site and for any consequences thereof, and you agree to use the Web Site and any Internet Forums only to post, send and receive messages and material that are proper and related to the Web Site or the particular Internet Forum. By way of example, and not as a limitation, you agree that when using the Website you will not:

Blog Policy. The content of Skillsoft's blog or any other Internet Forum reflects the thoughts and opinions of the author(s), and does not represent the thoughts, opinions, plans or strategies of Skillsoft. Skillsoft undertakes no obligation to update, correct or modify any statements made by the author(s) of the post. Any and all third party links or Linked Sites provided by the blog or Internet Forum are not affiliated with, nor endorsed by, Skillsoft.

No Endorsement. The Company does not pre-screen or control the content of any posting to an Internet Forum and, as such, does not endorse, support, represent, or guarantee the truthfulness, accuracy or reliability of any communication posted or endorse any opinion expressed in any posting. You acknowledge that any reliance on material from the Web Site will be at your own risk. Moreover, you understand that by using the Web Site, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will the Company be liable in any way for the content of any posting, including but not limited to, any errors or omissions in its content, or any loss or damage of any kind incurred as a result of the use of any content posted.

No Obligation to Monitor. The Company does not control information delivered to the Internet Forums by third parties. Except to the extent specifically set forth in this Agreement, the Company has no obligation to monitor any Internet Forum, including for the purposes of removing material that is inaccurate, offensive or inappropriate or material which otherwise violates this Agreement. Notwithstanding the foregoing, the Company reserves the right to monitor, for any purpose, any use of the Web Site at any time.

Certain Company Rights. In addition to reserving the right to monitor, for any purpose, any Internet Forum at any time, the Company also reserves the right at any time (1) to disclose any information as necessary to satisfy any applicable policy, law, regulation, legal process, government request, or similar or (2) to edit, refuse to post or remove any information or materials, in whole or in part, for any reason whatsoever, in the Company's sole discretion.

You may report any communication that you believe to be contrary to any provision of this Agreement by sending e-mail to support@Skillsoft.com. If the Company discovers any communication that is alleged not to conform to any term hereof, then the Company may, but need not, investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the communication; provided, however, that the Company will have no liability or responsibility for the performance or nonperformance of such activities.

Intellectual Property. The Web Site is expressly owned and operated by the Company. Unless otherwise noted, the design features and content of the Web Site, including information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, images, text, data, audio sound, software, and infrastructure, as well as the selection, assembly and arrangement thereof, are owned by the Company or its affiliates or are licensed from third parties by the Company. The Web Site, in whole and in part, is protected by copyright, trademark, service mark, trade name, and other intellectual property and other proprietary rights, and all such rights are reserved.

License. The Company does not claim ownership of the content you or other users provide, post, upload, input or submit to the Web Site. However, by posting or submitting content to the Web Site you are granting the Company a royalty free, perpetual, irrevocable, non-exclusive license to use your submission in connection with the operation of the Web Site and use by the Company in advertising, marketing and promotional activities and materials without compensation to you, such license to include the right to reproduce, modify, publish, edit, translate, distribute, perform, and display the submission alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights.

Termination

The Company reserves the right, in its sole discretion, to terminate your access to and use of the Web Site or any part hereof, and to remove and discard any material posted by you hereon, for any reason whatsoever, including, without limitation, for lack of use or if the Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement; provided, however, that the Company will have no liability or responsibility for the performance or nonperformance of such activities. The Company may also, in its sole discretion and at any time, discontinue operation of the Web Site, or any part hereof. Any such termination may be effected without any prior notice. Upon any such termination, the Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Web Site generally. Further, the Company shall not be liable to you or any third-party for any termination of your access to the Web Site.

Certain Copyright Issues

The Company respects the intellectual property of others, and we ask our users to do the same. The Company may, in appropriate circumstances and at its discretion, remove, or disable access to material on the Web Site that it believes or is notified may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company's Copyright Agent the following information:

The Company's Copyright Agent for notice of claims of copyright infringement on the Web Site can be reached by sending e-mail to: support@Skillsoft.com.

No Warranties; Limitation of Liability; Disclaimer of Damages

THE WEB SITE AND ALL THE CONTENTS HEREOF ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE WEB SITE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. THE COMPANY AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE WEB SITE, MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEB SITE OR THE CONTENTS HEREOF. THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE WEB SITE OR THE CONTENTS HEREOF RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS. MUCH OF THE MATERIAL ON THE WEB SITE IS PROVIDED BY THIRD PARTIES AND THE COMPANY SHALL NOT BE HELD RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS OR OTHER CONTENTS OF THE WEB SITE OR WITH THIS AGREEMENT, INCLUDING THE COMPANY'S PRIVACY POLICY, OR OTHER POLICIES, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE WEB SITE. ALTHOUGH THE WEB SITE IS INTENDED TO BE EDUCATIONAL, NEITHER THE COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY ASSOCIATED WITH THE WEB SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES THAT ANY USER HEREOF WILL OBTAIN ANY PARTICULAR RESULT, INCLUDING, WITHOUT LIMITATION, MASTER ANY PARTICULAR SKILLS OR PASS ANY EXAMINATION OR ACHIEVE ANY OTHER TANGIBLE RESULTS BASED UPON USE OF THE PRODUCTS, SERVICES, OR OTHER OFFERINGS ON THIS WEBSITE. IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES OR THIRD PARTIES ASSOCIATED WITH THE WEB SITE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR LOST PROFITS) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE OR THE CONTENTS THEREOF, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, affiliates and strategic partners from and against any third party claims, actions or demands, arising or resulting from your use of the Web Site or your breach of the terms of this Agreement. The Company shall provide notice to you promptly of any such claim, suit or proceeding and reasonably assist you, at your expense, in defending any such claim, suit or proceeding.

Miscellaneous

This Agreement is governed by the internal laws of the State of New Hampshire, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in New Hampshire, USA in all disputes arising out of or relating to the use of the Web Site. Use of the Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions including, without limitation, this paragraph. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the user and the Company with respect to the Web Site and supersedes all prior or contemporaneous communications, proposals, whether electronic, oral or written, between the user and the Company with respect to the Web Site.