Skillable Azure Labs Terms and Conditions

END-USER LICENSE AGREEMENT

Last Updated and Effective as of: July 29, 2024 (“Effective Date”)

Hands-On Learning Solutions LLC d.b.a. Skillable (“Skillable”) grants you the right to access and use the Skillable cloud based enterprise learning platform that delivers hands-on learning experiences that help you develop and validate your technical and digital skills (“Platform”) subject to your compliance with this End-User License Agreement (“Agreement”).

IMPORTANT. PLEASE READ THIS AGREEMENT BEFORE ACCESSING OR USING THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM, YOU ARE INDICATING THAT YOU (a) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS BELOW, AND (b) AGREE TO COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS, TREATIES, DIRECTIVES, AND ORDINANCES ASSOCIATED WITH YOUR USE OF THE PLATFORM (COLLECTIVELY, “APPLICABLE LAWS”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS BELOW, YOU ARE NOT PERMITTED AND ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM. You may use the Platform 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 this Agreement 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 this Agreement. The terms “you” and “your” as used herein refer to, as applicable, the individual accepting this Agreement on your own behalf, or the company that Representative is entering into this Agreement.

1. License to the Platform. Subject to your compliance with this Agreement and the terms of your subscription, Skillable grants, and you accept a limited, nonexclusive, nontransferable right for you, and if applicable, your employees to access and usethe Platform located at https://studio.labondemand.com/, https://labondemand//.com/, and/or https://labclient.labondemand//.com/, and the content therein (“Platform Content” as further defined below) during the term of your subscription, for your internal training purposes only.

 

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

 

1. Submission of Information and Platform Usage. You are solely responsible for meeting the minimum requirements for Platform access, including accessing the Platform and storing and retrieving data using industry standard third party data security technologies and protocols (including TLS 1.2 or higher, SHA2 or higher, AES256, HTTPS, and SFTP) or as agreed upon by Skillable and you during any implementation phase. Additionally, you are solely responsible and liable for all information submitted to or through the Platform by or on behalf of you and/or your authorized end users (“End Users”). You are responsible for the (a) acts and/or omissions of End Users in connection with access to and use of the Platform and Platform Content, (b) provision and/or compliance by End Users of software licenses required for all virtual machines, (c) accuracy, completeness, and quality of your and End Users’ data submitted and/or used, and compliance with Applicable Laws with respect to such data, including the means by which such data was acquired, and (d) using uniquely named End User accounts.

 

1. Restrictions on Use. You may not and will ensure that all EndUsers will not: (a) reverse engineer, decompile, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform and Platform Content; (b) modify, translate or create derivative works based on the Platform and/or Platform Content; (c) rent, lease, distribute, license, sublicense, sell, resell or assign access to the Platform or the Platform Content; (d) make the Platform or Platform Content available to any third party not specifically authorized herein or who does not have his/her/its own valid subscription to the Platform Content; (e) attempt to probe, scan, or test the vulnerability of the Platform or any Platform Content; (f) violate any Applicable Lawin connection with your use of, or any act and/or omission in connection with, the Platform and/or Platform Content; (g) copy or otherwise reproduce, in whole or in part, the Platform or any Platform Content; (h) duplicate, copy, or reuse any portion of the HTML/CSS /FLASH or visual design elements of the Platform or Platform Content; (i) remove or destroy any proprietary markings, notices, confidential legends or any trademarks or trade names of Skillable or its licensors placed upon or contained within the Platform and/or Platform Content; (j) access the Platform and/or Platform Content in order to (i) build a competitive product or service, or (ii) copy any features, functions, designs, or graphics of the Platform and/or Platform Content; (k) use the Platform or any Platform Content if you and/or any End User is (i) 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, (ii) located in a country or territory that is the target of comprehensive Sanctions, and/or (iii) located in Brazil, Mainland China, or any other country, territory, or province that requires data localization; (l) interfere with or disrupt the integrity or performance of the Platform or any content or data contained therein, or attempt to gain unauthorized access to the Platform, or related systems or networks; or (m) in connection with use of the Platform store or transmit (i) infringing, libelous, or otherwise unlawful, or tortious material, (ii) material in violation of third-party privacy rights, (iii) malicious code, or (iv) information for any End User that is a minor as defined under Applicable Law.

 

1. Fees, Charges, and Payment. For each subscription to Platform Contentin which you enroll, you will pay Skillable for all subscription license fees and stated charges in the currency indicated by us. We will either bill your Payment Method (defined below) for all such fees and charges in connection with each subscription or, if we have determined you may be billed on an invoice basis, we will submit an invoice to you at the e-mail or mailing address provided during your Skillable account registration, and you will pay all undisputed fees and charges in full within 30 days of the invoice date. If Skillable agrees to your request to send an invoice to a third party on your behalf, such third party will pay the invoice timely, and if such party does not pay the invoice timely, you will immediately pay all such amounts. All payments of subscription license fees and charges, and any other fees and/or charges are non-refundable and Skillable’s property. Any disputes about fees and charges to your account(s) must be submitted to Skillable in writing within 60 days of the date you incurred such fees and charges, otherwise you waive such dispute, and such fees and charge will be final and not subject to challenge. If you fail to make any payment as set forth herein, you agree to pay all reasonable expenses incurred by Skillable in collecting such payment, including attorneys’ fees. Fees and charges do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you, and are in addition to any amounts due to Skillable in connection with this Agreement.

 

1. Payment Method and Authorization. When you provide Skillable with a method of payment such as a credit card, charge card, or bank account (“Payment Method”), you authorize Skillable to bill your Payment Method to pay for your subscription license fees and other charges pursuant to the frequency you choose, including recurring payments for additional subscriptions you enter into. The terms of your Payment Method are determined by an agreement(s) between you and your financial institution. You agree to keep your Payment Method information on file with Skillable current (such as your address, card or account number, and expiration date, if any), and you also authorize us to update your Payment Method information with data we obtain from your financial institution, the issuer of your credit card or charge card, or from MasterCard or Visa. In addition, you authorize Skillable to retain your Payment Method information until you revoke this authorization in accordance with Skillable’s procedures. Any revocation by you of this authorization will become effective (a) if your Payment Method is a credit or charge card, when all fees and charges for your subscriptions have been fully paid for, or (b) if your Payment Method is a bank account, after three (3) business days. Your revocation of this authorization will have no effect on your liability for the fees and charges you incurred in connection with the subscription(s) you enrolled in prior to such revocation.

 

1. Confidentiality. In connection with Skillable providing you and End Users access to and use of the Platform and Platform Content, the parties may have access to Confidential Information of the other party. “Confidential Information” means nonpublic information of the disclosing party that is designated as confidential or proprietary, or from the nature of the information or due to the circumstances surrounding disclosure should reasonably be treated as confidential. Skillable’s Confidential Information includes information relating to its Platform and software, which may include source code, API data files, documentation, specifications, databases, networks, service design, file layouts, tool combinations, and development methods. You acknowledge that the Platform contains proprietary trade secrets of Skillable, and other non-public information and data. Confidential Information will not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party through no fault of the receiving party or anyone to whom the receiving party discloses the Confidential Information; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by competent evidence; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the Confidential Information. The parties agree to maintain the confidentiality of the Confidential Information using at least the same degree of care used to maintain the confidentiality of its own Confidential Information of a like nature, which in any event will not be less than a reasonable degree of care. Any disclosure of Confidential Information will be made only in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with, or as set forth in this Agreement, including to, any subcontractors of Skillable and to those who are bound by written confidentiality agreements at least as restrictive as those set forth herein. Notwithstanding the foregoing, the receiving party may disclose Confidential Information in connection with subpoenas, court orders, other legal processes, or as otherwise required by Applicable Law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. In order to access certain features of the Platform and/or Platform Content, you and End Users are required to register for a Skillable account. You are responsible for maintaining the confidentiality of your and each End User’s password and account, and are fully responsible for all activities that occur under your and each End User’s password or account. You will immediately notify Skillable in writing of any unauthorized use of your or any End User’s password or account, or any other breach of security, and ensure that you and each End User exit from his/her respective account at the end of each session. Skillable is not liable for any loss or damage arising from your or any End User’s failure to comply with this Section or any other provision of this Agreement. Notwithstanding anything to the contrary herein, without the other party’s written consent, a party may disclose this Agreement (or the existence of this Agreement) to bona fide potential investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests, provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained herein, and/or as required by Applicable Law, including any governmental or regulatory filing.

 

1. 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 this Agreement, (b) your and each End User’s (i) access and/or use of the Platform and Platform Content, and/or (ii) violation of Applicable Law and/or the rights of any third party, and/or (c) any content, information, or data you or End Users submit, post, transmit, modify or otherwise make available through or in connection with the Platform. 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.

 

1. Limited Warranty. Skillable warrants that the Platform will operate in substantial conformity with the applicable documentation provided or made available by Skillable from time-to-time. For any breach of this warranty, your sole and exclusive remedy and Skillable's sole and exclusive liability, will be for Skillable to correct any nonconformity you report to Skillable in writing, or if Skillable is unable to, or it is commercially not reasonable to, provide such correction, you may recover a pro-rata portion of your subscription fees in respect of such nonconformity, and in such event, Skillable may elect to terminate this Agreement.

 

1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND PLATFORM CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY KIND, AND SKILLABLE DISCLAIMS ANY AND ALL OTHER 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.

 

1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY OTHER LIMITATION IN THIS AGREEMENT, 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 OR ANY END USER’S ACCESS AND/OR USE OF THE PLATFORM OR PLATFORM CONTENT, EVEN IF SKILLABLE AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FAILURE OF 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.

 

1. Term; Termination; Suspension; Survival. You may continue to access and use the Platform and Platform Content for the period of time that is covered by your paid subscription license fees. Notwithstanding anything to the contrary in this Agreement, Skillable may immediately suspend, impose restrictions, or terminate your and each End User’s access to and use of the Platform and Platform Content at any time without written notice if Skillable: (a) determines that your use of the Platform and/or Platform Content causes or may cause harm or liability, whether legal, financial, reputational or otherwise, to other Platform users, a third party, or Skillable and/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 this Agreement and fail to cure such breach within seven (7) days of receiving written notice (email or notice via the Platform acceptable). Skillable will have no liability to you, any End User, or any third party for any termination of this Agreement, or access to the Platform or Platform Content, pursuant to this Section. Unless required by Applicable Law, Skillable will have no obligation to retain your or End User data, and may delete or destroy such data after any termination or expiration of this Agreement. Except as expressly set forth herein, you will not be entitled to receive a refund for any subscription fees paid, in whole or part, if this Agreement is terminated by either party. Each party will upon the written request of the other party promptly return all materials provided by the other party.Upon any termination hereunder, all accrued but unpaid fees and charges will be due and payable, including any unpaid minimum subscription fee. The provisions of this Agreement which are expressly or impliedly intended to survive the termination or expiration of the term of your subscription will survive such termination or expiration, including Sections 2, and 4 through 17.

 

1. Choice of Law; Venue. The rights and obligations of you, End Users, and Skillable, and all interpretations and performance of this Agreement are governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts/choice of laws principles. You, End Users, and Skillable agree to submit to the exclusive jurisdiction of the state and federal courts located in Pasco County, Florida, and that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.

 

1. Assignment. This Agreement and any rights or obligations hereunder, including your subscription, and access to and use of the Platform and Platform Content 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 this Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity.

 

1. Enforceability of This Agreement. If any provision of this Agreement 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 your and Skillable’s intentions as reflected in the provision, and if not given effect, will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions of this Agreement, which remain in full force and effect.

 

1. Miscellaneous. This Agreement may be amended from time-to-time in Skillable’s sole discretion. Any changes to this Agreement will be effective immediately upon the posting of the revised Agreement on the Platform, or Skillable’s website or application. This Agreement, including any agreement and/or terms incorporated by reference herein, constitutes the entire agreement between the parties, and govern your use of the Platform and Platform Content, and supersedes any prior and/or contemporaneous written and/or oral agreement, discussion, communication, or representation between the parties relating to the Platform and Platform Content (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 Platform and/or Platform Content, 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 Platform and Platform Content, together with all derivative works, modifications, enhancements, and upgrades thereto. 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 this Agreement. 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 subscription license fee and other payment obligations, neither party will have any liability under this Agreement 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 this Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Except as expressly set forth herein, this Agreement 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 are third-party beneficiaries to this Agreement, 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 this Agreement are for convenience only and have no legal or contractual effect. As used in this Agreement, the words “herein” or “hereof” mean this Agreement, “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.

 

1. Electronic Signatures Effective. By clicking on the “I Agree” box or a similarly named box, or otherwise expressly agreed to in this Agreement, you create an electronic signature to this Agreement, establishing a valid and binding agreement between the parties. Therefore, you agree to accept this Agreement and any other agreement contained or referenced herein. In addition, you agree that we may supply you a copy of this Agreement in electronic form. Please print or save a copy of this Agreement for your records. You also may choose to receive a copy of the Agreement 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 this Agreement in electronic form. Withdrawing your consent to receive the Agreement in electronic form does not change your existing obligations to Skillable under the Agreement. Instead, withdrawing your consent means that you wish to have your relationship with Skillable governed by a non-electronic form of this Agreement. If you wish to withdraw your consent to receive this Agreement in electronic form and to instead enter into a non-electronic form of the Agreement, 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 Agreement. Your withdrawal of consent will become effective when Skillable mails you a copy of the non-electronic form of the Agreement, at which point your relationship with Skillable will be governed by the terms of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form of this Agreement, 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 Agreement, 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 this Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.

[End of Agreement]