IMPORTANT READ CAREFULLY: In this End User License Agreement (the “Agreement”), “You” means the user of the Software (if purchased on an individual basis); or the company purchasing licenses on behalf of its employees and “Skillsoft” means the Skillsoft company serving the country where the Software is acquired. In the event this license is purchased by a company on behalf of its employees, the person agreeing to the terms and conditions set forth herein represents that they are authorized to bind the company and that such company is liable for the acts and omissions of all of its employees.
BY RESPONDING “I AGREE” TO THE EMAIL WHICH CONTAINED THE LINK TO THIS AGREEMENT AND BY USING THIS SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATES A BINDING CONTRACT BETWEEN YOU AND SKILLSOFT.
1. DEFINTIONS. The following definitions and/or terms shall only apply if the requisite products are expressly named and licensed via the email which contained the link to this Agreement:
1.1 “Library License” shall mean a license model which allows You to select a defined number of courses (the “Library Level”) for the number of authorized users expressly stated in the email agreement. You are entitled to exchange up to 20% of the current Library Level, up to 4 times during each annual license term, by providing Skillsoft with at least ten (10) days written notice prior to the date of exchange. Additionally, with respect to a license term of greater than one year, You may elect, to exchange one or more courses to a maximum of the current Library Level, by providing at least thirty days written notice to Skillsoft prior to each anniversary date. In the event that Skillsoft retires a course contained in Your Library License during an annual term, You will be required to select a new course upon the next anniversary date.
1.2 “Skillsoft Select” means a prepackaged solution of up to 340 courses in US English in the areas of business, IT, desktop, legal compliance, ES&H and Microsoft deployed via the Platform Software selected in the email in which the Skillsoft Select Product was licensed. You may swap out up to 10% of the current number of courses included in this preselected offering on the Start Date of the license, and if applicable, on each annual anniversary of the License Term, by providing Skillsoft with at least thirty (30) days written notice prior to the annual anniversary. Skillsoft reserves the right to restrict, modify, or update any content contained in the Skillsoft Select collection throughout the term of the Agreement.
1.3 “Skillsoft Select Certifications” means a prepackaged solution of all certification courses in US English in the areas of business, IT, desktop, legal compliance, and ES&H deployed via the Platform Software selected in the email in which the Skillsoft Select Plus Product was licensed. You may swap out up to 10% of the current number of courses included in this preselected offering on the Start Date of the license, and if applicable, on each annual anniversary of the License Term, by providing Skillsoft with at least thirty (30) days written notice prior to the annual anniversary. Skillsoft reserves the right to restrict, modify, or update any content contained in the Skillsoft Select Certification collection throughout the term of the Agreement.
1.4 “Skillsoft Select Plus” means a prepackaged solution of courses in US English in the areas of business, IT, desktop, legal compliance, ES&H and Microsoft, referenceware titles and leadership development videos deployed via the Platform Software selected in the email in which the Skillsoft Select Plus Product was licensed. You may swap out up to 10% of the current number of courses included in this preselected offering on the Start Date of the license, and if applicable, on each annual anniversary of the License Term, by providing Skillsoft with at least thirty (30) days written notice prior to the annual anniversary. Skillsoft reserves the right to restrict, modify, or update any content contained in the Skillsoft Select Plus collection throughout the term of the Agreement.
2. GRANT OF LICENSE; AUDIT; PROPRIETARY RIGHTS AND LIMITATIONS ON USE.SKILLSOFT grants You a non-exclusive, non-transferable license, without the right to sublicense to use to the products and services selected and confirmed via the email containing the link to this agreement (the “Software”) and accompanying documentation in accordance with the following terms and conditions. The Software shall be used for internal training purposes only, and except as expressly stated in this Agreement, You will not have the right to exchange the Software through the term of your license.
If the Software is licensed by a company on behalf of its employees, You shall ensure that only employees expressly licensed shall access the Software. You shall maintain records of all use and copying of the Software and assignment of all login identifications used to access the Software. Skillsoft shall have the right to examine such records and to audit Your access to verify compliance with this agreement.
The computer software, artwork and other components included in the Software are the copyrighted property of Skillsoft and its licensors. Skillsoft and/or its licensors own all copyright, trade secret, patent and other proprietary rights in the Software. You may not: (1) copy (other than once for back-up purposes), distribute, rent, loan, lease or sublicense all or any portion of the Software; (2) modify, translate, distribute or prepare derivative works of the Software or the accompanying documentation; (3) reverse engineer, decompile or disassemble the Software or the accompanying documentation; or (4) remove any proprietary notices, labels, or marks on the Software and accompanying documentation.
THIS LICENSE IS NOT A SALE. TITLE AND COPYRIGHTS TO THE SOFTWARE, ACCOMPANYING DOCUMENTATION AND ANY COPY MADE BY YOU REMAIN WITH SKILLSOFT OR ITS LICENSORS, AS THE CASE MAY BE.
3. TERM AND TERMINATION. Each party may only cancel this Agreement (a) by giving written notice if a material breach remains uncured thirty (30) days after the breaching party receives written notice from the other party. In the event that Skillsoft terminates a license based on the foregoing sentence, Skillsoft reserves all rights and remedies at law, including collection of all committed License Fees, whether due and payable now or in the future. Further, upon expiration or termination of the Agreement or any exchange or update of the Software, You will delete any copies of the Software from your computer(s) or server(s) and destroy or return to Skillsoft all hard copies of the same. You agree to provide Skillsoft with a written statement, which certifies your compliance with the foregoing obligations.
4. TAXES. The license fees due for the Software do not include taxes. You shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If You fail to pay the applicable tax, then Skillsoft may pay such tax on Your behalf and seek reimbursement from You.
5. CONFIDENTIALITY. The Software contains confidential trade secret information belonging to SKILLSOFT, and you may use the Software only pursuant to the license set forth herein. In addition, you may not disclose the Software to any third party.
6. DISCLAIMER OF WARRANTIES. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and any related documentation or materials are provided “AS IS” and without warranty of any kind. SKILLSOFT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SKILLSOFT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND YOU (AND NOT SKILLSOFT) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR AND/OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. LIMITATION ON REMEDIES; NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL SKILLSOFT, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOST DATA, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGE TO PROPERTY AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURY, EVEN IF SKILLSOFT OR A SKILLSOFT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE LIABILITY OF SKILLSOFT ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE USE OF THE SOFTWARE.
8. US GOVERNMENT LICENSE RIGHTS. If the Software is acquired under agreement with the U.S. government or any contractor therewith, it is acquired as “commercial computer software” subject to the provisions hereof, as specified in 48 CFR 12.212 of the FAR and, if acquired for Department of Defense (DoD) units, 48 CFR 227-7202 of the DoD FAR Supplement, or sections succeeding thereto.
9. GOVERNING LAW. This License is governed by the laws of the state of New Hampshire, without reference to its conflict of laws provision. Both parties submit to the exclusive venue of the courts sitting in the county of Hillsborough, New Hampshire.
10. COMPLIANCE WITH LAWS. You will comply with all applicable international, federal, state and local laws and regulations in use of the Software hereunder, including, without limitation, all US export regulations. You may not assign this Agreement in whole or in part, without the advanced written consent of Skillsoft.
11. NO WAIVER. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of such right, power or remedy. Waiver by either party of any default shall not waive any prior, concurrent or subsequent defaults by the other party.
12. ENTIRE AGREEMENT; SEVERABLITY. This agreement (including the email containing the link to this agreement), constitutes the entire understanding and agreement between the parties and supersedes all prior and contemporaneous proposals, agreements and representations between them, whether written or oral. This Agreement may only be amended in writing signed by You and an officer of Skillsoft that explicitly states that it is intended to amend this agreement. No terms contained in any of Your purchase orders, acknowledgements, shipping documents or other forms or documents shall have any force or effect over the licenses granted herein. If any provision of this license is not enforceable, it will be severed from this license and the remainder will remain in full force and effect.