RESELLER END USER LICENSE AGREEMENT

IMPORTANT–READ CAREFULLY BEFORE USING THE SKILLSOFT PRODUCT LICENSED HEREUNDER. This End User License Agreement (“EULA“) is a legal contract between Skillsoft and you for the Skillsoft software product with which this EULA is distributed and for which a license has been purchased from a Skillsoft authorized reseller (“Reseller“) within the United States (the “Product“). The term “you” means the person or entity being licensed to access and use the Product.

BY ACCESSING AND USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A CORPORATION, ORGANIZATION OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF SET FORTH IN THIS EULA, YOU MUST EXIT THIS PAGE WITHOUT ACCESSING OR USING THE PRODUCT.

1. Grant of License to End Users

Subject to the terms and conditions of this EULA and the payment of all applicable license fees to Reseller when due, Skillsoft grants you a non-exclusive, non-transferable right and license, without the right to sublicense, to access and use the Product, including the manual, media and program(s) contained in and/or accompanying the Product (the “Documentation”) hosted by Skillsoft or Skillsoft’s Reseller from whom the license for the Product was purchased to support up to the number of users for which a license fee has been paid. The Product and Documentation shall be used only by you, only for your own use and internal training purposes only, and not in the operation of a service bureau or for the benefit of any other person or entity. All rights not granted to you herein are expressly reserved by Skillsoft and/or its licensors.

2. Ownership; Restrictions

2.1 You have no ownership rights in the Product or the Documentation. Rather, you have a license to access and use the Product and the Documentation subject to the terms and conditions of this EULA and only for as long as this EULA remains in full force and effect. Ownership of the Product, the Documentation and all intellectual property rights therein are and shall remain at all times with Skillsoft and/or its licensors. Any other use of the Product by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this EULA. Except as expressly set forth in this Section 2.1, neither this EULA, nor any right or license hereunder shall be construed as granting you any license or other right in or to any patent, copyright, trademark, trade secret or other proprietary right of Skillsoft or its licensors. You shall not take any actions inconsistent with this Section 2.1.

2.2 To the maximum extent permitted by law, you shall not directly or indirectly: (a) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Product or any part thereof, nor shall you attempt to create the source code from the object code for the Product or any part thereof; (b) publish, display, disclose, modify, translate, adapt, alter or create derivative works (as defined under the United States copyright laws) based upon the Product or any part thereof; (c) use, reproduce, sublicense, distribute, rent, lease, dispose of or exploit the Product except as expressly permitted under this EULA; (d) access and/or use the Product for the benefit of a third party; (e) provide a third party access to and use of the Product or share with or otherwise authorize any third party to use the User ID and Password assigned and supplied to you to access and use the Product; and (f) remove alter, cover or obfuscate any proprietary notices, labels, or trademarks or service marks on the Product.

2.3 Because of the unique and proprietary nature of the Product, it is understood and agreed that Skillsoft’s remedies at law for a breach of Sections 2.1 and 2.2 will be inadequate and that Skillsoft shall, in the event of any such breach, be entitled to equitable relief (including without limitation provisional and permanent injunctive relief and specific performance) in addition to all other remedies provided under this Agreement or available to Skillsoft at law.

3. Confidentiality

You acknowledge that the Product contains proprietary trade secrets of Skillsoft and that you may use the Product only pursuant to the license set forth herein. In addition, you may not disclose the Product to any third party.

4. Limited Warranty; Disclaimer

4.1 SKILLSOFT WARRANTS THAT THE PRODUCT WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL SPECIFICATIONS SET FORTH IN THE DOCUMENTATION FOR THE TERM OF YOUR LICENSE. SHOULD THE PRODUCT NOT SO OPERATE, YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY SHALL BE AT SKILLSOFT’S SOLE DISCRETION, EITHER CORRECTION OF THE DEFECT OR TERMINATION OF THIS EULA AND A PRO-RATA REFUND OF THE LICENSE FEE PAID FOR THE PRODUCT, PROVIDED THAT YOU HAVE GIVEN SKILLSOFT WRITTEN NOTICE OF SUCH DEFECT. ANY USE BY YOU OF THE PRODUCT IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY SKILLSOFT REGARDING THE PRODUCT.

4.2 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ABSENCE OF SECURITY INTEREST, LIEN OR ENCUMBRANCE, AND QUIET ENJOYMENT. SPECIFICALLY, AND NOT IN LIMITATION OF THE FOREGOING, SKILLSOFT DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE PRODUCT WILL BE CORRECTED. TO THE EXTENT THAT ANY IMPLIED WARRANTIES ARE DEEMED TO EXIST UNDER APPLICABLE LAW, THEY ARE HEREBY EXPRESSLY LIMITED IN DURATION TO THE DURATION OF ANY EXPRESS WRITTEN WARRANTY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

5. Limitation of Liability

IN NO EVENT WILL SKILLSOFT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF SKILLSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SKILLSOFT’S AGGREGATE LIABILITY ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PRODUCT AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID FOR THE USE OF THE PRODUCT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Export Restrictions

THIS EULA IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PRODUCT, DOCUMENTATION, OR INFORMATION ABOUT THE PRODUCT AND DOCUMENTATION WITHOUT CONSENT OF SKILLSOFT AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

7. Termination

This EULA is effective until it is terminated. Skillsoft, at its option, may suspend your access to and use of the Product and/or immediately terminate this EULA effective upon notice if you fail to pay any applicable license fees to Reseller for the Product when due. Either party, at its option, may terminate this EULA effective upon notice to the other party if the other party has materially breached any of its provisions and has failed to cure the breach within thirty (30) days of notice of the breach, unless such breach is a breach of Sections 2.1, 2.2 or 3 above, in which case termination may be immediate. Notwithstanding the foregoing, if either party shall fail to fulfill any of its material obligations hereunder and the other party has previously sent two notifications to such party pursuant to this Section 7 of a failure to fulfill the same or similar obligations, the other party may, despite any remedy or cure of such breaches in the past by the defaulting party, terminate this EULA by giving written notice of termination to the defaulting party, effective immediately upon its sending. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this EULA.

8. Indemnification

8.1 You agree to indemnify, defend and hold harmless Skillsoft and its affiliates and their respective officers, directors, employees and agents, from and against any and all claims, demands, costs and liabilities (including all reasonable attorney’s fees) of any kind whatsoever, resulting from or arising out of any violation of this EULA.

8.2 Skillsoft agrees to indemnify, defend and hold you harmless from and against any and all loss, damage, injury, liability, or suit, including any reasonable attorneys’ fees and costs, incurred by you resulting from or arising out of any claim that the Product violates any patent, copyright, trade secret or other proprietary right of a third party enforceable in the United States provided that (a) Skillsoft shall be notified promptly in writing by you of any notice of any such claim; (b) Skillsoft shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; and (c) you shall cooperate reasonably with Skillsoft in the defense, settlement or compromise of such claim at Skillsoft’s expense. You shall permit Skillsoft, at Skillsoft’s option and expense, (x) to procure for you the right to continue using the Product; (y) to modify the Product so that it becomes non-infringing (providing the functionality of the Product is not materially different from its original subject matter); or (z) to terminate the license with respect to such Product. Alternatively, Skillsoft, at its own discretion, may exchange the Product for a non-infringing product of equivalent subject matter. Skillsoft shall not have any liability to you under this Section 8.2 to the extent that any infringement or claim thereof is based upon (i) use of the Product content in combination with equipment or software not supplied hereunder where the Product would not itself be infringing; (ii) use of the Product in an application or environment not within Skillsoft’s control; (iii) use of other than the most recent release of the Product made available by Skillsoft; (iv) modifications of the Product by anyone other than Skillsoft, its employees or agents; (v) any claims of infringement of any patent, copyright, trade secret, trademark or other proprietary right in which you or, if applicable, any of your affiliates has an interest or license; or (vi) use of the Product in violation of this Agreement.

8.3 SECTION 8.2 ABOVE SETS FORTH THE ENTIRE LIABILITY OF SKILLSOFT AND THE EXCLUSIVE REMEDY OF END USER, WITH RESPECT TO ANY CLAIM OF PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT BY THE PRODUCT, ANY PART THEREOF OR THE USE THEREOF, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND INDEMNITIES WITH RESPECT THERETO.

9. Miscellaneous

This EULA shall be construed, interpreted and governed by the laws of the State of New Hampshire without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate federal or state court sitting in the State of New Hampshire. This EULA shall constitute the entire agreement between the parties hereto. Any waiver or modification of this EULA shall only be effective if it is in writing and signed by both parties hereto. If any part of this EULA is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this EULA shall be interpreted so as to reasonably effect the intention of the parties. This EULA shall be binding upon, and inure to the benefit of, Skillsoft and its legal representatives, successors and permitted assigns. End User shall not assign this EULA or any of its rights hereunder or delegate any of its duties hereunder, in whole or in part, to any third party, without the prior written consent of Skillsoft.

THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF SKILLSOFT’S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION OR OTHER COMMUNICATION BY OR ON BEHALF OF SKILLSOFT OR ITS AUTHORIZED RESELLER RELATING TO THE SUBJECT MATTER HEREOF.