End User License Agreement

THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND Skillo INC. (“Skillo” OR “WE”, “US”, “OUR”, OR SIMILAR DESIGNATIONS) CONCERNING YOUR USE OF THE PLATFORM. BY OPENING A USER ACCOUNT OR OTHERWISE USING THE PLATFORM, YOU AGREE TO AND ACCEPT THIS AGREEMENT, INCLUDING THE SPECIFIC LIMITATIONS SET FORTH IN SECTIONS 2, 3, 5, 6, AND 10-12. YOU MAY USE THE PLATFORM ONLY IN ACCORDANCE WITH THIS AGREEMENT. NO OTHER CONTRACT OR TERMS CONCERNING THE PLATFORM MAY BE CREATED IN ANY OTHER MANNER, INCLUDING BY MEANS OF YOUR PURCHASE ORDERS OR SIMILAR DOCUMENTS (EVEN IF SIGNED OR ACKNOWLEDGED BY Skillo), WHICH SHALL NOT MODIFY OR AMEND THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU SHALL NOT BE ENTITLED TO USE THE PLATFORM.

1. DEFINITIONS.

1.1 The Platform may be ordered by individual instructors for use by them and their students, or may be order by institutions of higher education for multiple instructors and their students. The terms “you” or “your” refer to you as an authorized user of the Platform, whether as an administrator, instructor, and/or student.
1.2 “Platform” means the currently available Skillo e-reading platform which allows, among other things, the creation of digital coursepacks by instructors to supplement their educational courses, access to such digital coursepacks by students enrolled in such courses, and related services and features, and any additions, modifications, or enhancements thereto.
1.3 “Documentation” means any guides, instructions, policies, FAQs, and reference materials provided to you by Skillo in connection with use of the Platform and related services, including the Documentation located at https://www.Skillo.com/docs, which may be amended by Skillo from time to time.
1.4 “Content” means all digital content included in the digital coursepacks made available on or through the Platform, including digital textbooks, documents, photographs, video, webpages, and other digital educational resources. Content may include Content uploaded by or at the direction of a user (“User Content”) or Content provided by Skillo, which Skillo in turn receives from third-party licensors for use in connection with the Platform subject to a license agreement between Skillo and such third-party licensors (“Licensed Content”).
1.5 “Data” means information that is not intentionally made generally public by you which is gathered by Skillo in connection with your use of the Platform. Data may include your personally identifiable information, account information, and user activity on the Platform (including user login and logoff), location information (city and state by IP address), your comments on the Platform, and other usage data.

2. PLATFORM LICENSE AND RESTRICTIONS.

2.1 Skillo hereby grants you a limited, personal, non-exclusive, non-transferrable, non-assignable, terminable license to use the Platform during the Initial Term and any renewal term for personal, educational, and noncommercial purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Skillo.
2.2 You shall not: (i) modify, disassemble, decompile or reverse engineer the Platform, except to the extent that such restriction is expressly prohibited by law; (ii) share, rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Platform to any third party or use the Platform to provide time sharing or similar services for any third party; (iii) make any copies of the Platform or Content; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Platform, features that prevent or restrict use or copying of any Content accessible through the Platform, or features that enforce limitations on use of the Platform or Content; (v) delete the copyright and other proprietary rights notices on the Platform or Content; (vi) integrate the Platform or Content with any other software except as provided in the Documentation; or (vii) engage in any fraudulent or illegal activity, violate any laws or third party rights, or violate the policies and procedures contained in the Documentation.
2.3 You may use the Platform only for its intended purpose and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; or (v) attempt to gain unauthorized access to the Platform or its related systems or networks.
2.4 You are individually responsible for all activity occurring under your user account and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with your use of the Platform. You shall: (i) notify Skillo immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Skillo immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another user or provide false identity information to gain access to or use the Platform.
2.5 Skillo RESERVES THE RIGHT TO DISABLE ANY USER’S USE OF OR ACCESS TO THE PLATFORM WITHOUT NOTICE IF IT REASONABLY BELIEVES, IN GOOD FAITH, THAT SUCH USER’S USE OF OR ACCESS TO THE PLATFORM IS IN FURTHERANCE OF SOME PROSCRIBED PURPOSE OR SCHEME OR A VIOLATION OF THIS AGREEMENT.

3. CONTENT LICENSES.

3.1 Skillo hereby grants you a limited, personal, non-exclusive, non-transferrable, non-assignable, terminable license to, subject to additional terms and conditions specified by each third-party licensor, to use the Licensed Content in connection with the Platform for personal, educational, and noncommercial use in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, Licensed Content licensed from the Copyright Right Clearance Center is subject to their Academic Pay-Per-Use Services (formerly APS and ECCS) Terms and Conditions located at http://www.copyright.com/viewPage.do?pageCode=i21
3.2 You own all of your User Content which you upload to the Platform. For User Content protected by intellectual property rights, you grant Skillo and other users of the Platform a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the User Content in connection with the Platform. Your right to use the User Content of other users on the Platform is subject to this same license. This license ends when User Content is deleted from the Platform or this Agreement terminates. When you delete User Content, such User Content may persist in backup copies for a reasonable period of time (but will not be available to others). When you upload User Content to the Platform, the Platform may ask you to certify that you have the right to upload and use such User Content, and further that you have the right to grant the license in this Section 3.2. You shall not post User Content or take any action on the Platform that infringes or violates someone else’s rights or otherwise violates the law. We reserve the right to disable any user account which repeatedly violates the intellectual property rights of third parties. We also reserve the right to remove any User Content or information you post on the Platform if we believe that it violates this Agreement.

4. OWNERSHIP.

All right, title, and interest in the Platform, including, without limitation, all patents, copyrights, trade secrets, and other proprietary rights in the Platform shall at all times remain solely and exclusively the property of Skillo (or its licensors, where applicable), whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Platform is used or licensed. Skillo shall further own all right, title, and interest in any copy, translation, modification, adaptation, enhancements or derivation of the Platform, even if developed or recommended by you. You shall not take any action that jeopardizes Skillo’s proprietary rights or acquire any rights in the Platform. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Platform, or the intellectual property rights owned by Skillo. Except as specifically provided in Section 2 above, no license under any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights are granted by Skillo to you. Skillo’s name, logo, and the product names associated with the Platform are trademarks of Skillo or third parties, and no right or license is granted to use them.

5. PROPRIETARY MARKS.

You shall not alter, change or remove from the Platform any trademark, other proprietary mark or proprietary rights notice.

6. DATA.

Skillo does not own any Data and does not share any Data with any third-party except as expressly provided in this Agreement or as required by law. Skillo reserves the right to retain a copy of the Data for archival purposes and to use the Data for internal purposes only. If the Platform was ordered by an institution of higher education for use by you, we may share and/or deliver the Data to your institution of higher education, upon their request. Once delivered to your institution of higher education, the Data may be subject to the privacy or data policies of your institution.

7. SUPPORT.

Skillo provides limited customer support. Standard support hours are Monday-Friday from 9 a.m. to 5 p.m. Eastern Time daily via e-mail (support@Skillo.com). Skillo has no obligation to provide additional services or upgrades, modifications, or new releases to the Platform under this Agreement. Skillo may voluntarily provide some or all of these items; should Skillo do so, any such action shall not be considered a waiver of this provision.

8. FEES AND PAYMENTS.

8.1 Platform/Subscription Fees. Subscription fees, if any, shall be paid in advance at the time you create your account and, except as provided in this Agreement, are non-refundable. You may pay subscription fees using the methods available and you agree to the terms and conditions applicable to each payment method you choose. When you provide credit card or other payment information to Skillo, you represent to Skillo that you are the authorized user of the credit card or other payment method. As the account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your account. 8.2 Payment Terms. All amounts, if any, are stated and payable in U.S. Dollars and do not include taxes. If Skillo is required to pay taxes in connection with this Agreement, including without limitation sales, use, GST, value-added, or other taxes (excepting taxes based on income), such taxes will be invoiced to and paid by you. 8.3 You agree to provide Skillo with complete and accurate billing and contact information. This information may include your legal name, street address, email address, and telephone number. You agree to update this information within 30 days of any change to it. 8.4 If you believe your invoice is incorrect, you must contact Skillo in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. TERM AND TERMINATION.

The term of this Agreement commences when you create your account and accept this Agreement and continues for the period of time the Platform is ordered by your institute of higher education or instructor, unless terminated sooner in accordance with the order form between your institution/ instructor and Skillo. Notwithstanding the foregoing, this Agreement and your use of the Platform may be expired, or be terminated, at any time with or without notice to you. When your use of the Platform expires or terminates in accordance with the applicable order form, Skillo shall cease providing the Platform to you as an authorized user of your institution/instructor. If this Agreement is terminated by Skillo prior to the end of the term, Skillo will refund your Subscription Fees, prorated to reflect the period during which you were able to make use of the Platform.

10. WAIVER; DELAYS.

EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11, THE IS DISTRIBUTED AND PROVIDED “AS IS” WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Skillo SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of warranty affects your specific legal rights; you may have rights which may vary depending upon where you are located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to you. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Skillo IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. LIMITED WARRANTY AND INDEMNIFICATION.

Skillo represents and warrants that the Platform will perform substantially in accordance with the Documentation; that it has the legal right to grant the licenses granted herein, including without limitation the license to any third party software or Licensed Content; and that the Platform does not contain any known viruses. Skillo agrees to defend you from and against any third party claim or action based on any alleged infringement of any United States patent, copyright, trade secret, or other proprietary right as a result of the use of the Platform according to the terms and conditions of this Agreement, and Skillo agrees to indemnify you from any damages awarded against you in any such infringement claim or action or settlement thereof; provided, however, that (i) Skillo is promptly notified in writing of such claim, (ii) you grant Skillo sole control of the defense and any related settlement negotiations, and (iii) you cooperate with Skillo in defense of such claim. Notwithstanding the foregoing, Skillo shall have no obligation to indemnify you under this Agreement in the event the third-party infringement claim arises from your own infringing activity or that of another user.

12. LIMITATION OF LIABILITY.

EXCEPT FOR Skillo’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Skillo (AND ITS LICENSORS OR SUPPLIERS) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PLATFORM, HOWEVER SUCH DAMAGES ARISE AND/OR WHETHER SUCH DAMAGES ARE CLAIMED IN TORT, CONTRACT OR OTHER ACTION, EVEN IF Skillo HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR Skillo’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO EVENT SHALL Skillo’S LIABILITY FOR ANY CLAIM WHATSOEVER HEREUNDER (OR ASSOCIATED HEREWITH) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM OR, IF NO AMOUNTS HAVE BEEN PAID, THE AMOUNT OF ONE-HUNDRED DOLLARS ($100). Some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so the limitations above may not apply to you.

13. DMCA COMPLIANCE.

13.1 It is the policy of Skillo to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. Our response to these notices may include removing or disabling access to Content claimed to be the subject of infringing activity and/or terminating user accounts. If we remove or disable access to any Content in response to such a notice, we will make a good-faith attempt to contact the user that uploaded the Content, so that they may make a counter notification. Skillo will, in appropriate circumstances, terminate the accounts of repeat infringers. 13.2 If a copyright owner or an agent thereof believes that any Content or link on the Platform infringes upon such owner’s copyrights, the copyright owner may submit a notice pursuant to the DMCA, a copy of which can be found here: http://www.copyright.gov/legislation/pl105-304.pdf (“DMCA”). Our designated DMCA copyright agent to receive notices of infringing material is: President and CEO, Skillo, Inc. copyright@Skillo.com Only DMCA notices should go to our DMCA copyright agent. DMCA notice may not be valid if they fail to comply with all of the requirements of the DMCA. 13.3 In some instances a user who has uploaded or posted Content which has been removed pursuant to a DMCA notice may supply a counter-notification. The owner of such affected Content may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DCMA. When we receive a counter-notification, Skillo may reinstate the posts or material in question. To file a counter-notification, the user must provide a written communication (by email to our copyright agent) that sets forth all of the items required by the DMCA.

14. GENERAL.

14.1 Notices. All notices to either party shall be in writing and shall be considered given on the date of (i) confirmed delivery if sent by overnight courier or express mail service, (ii) confirmed delivery if sent by postage pre-paid certified or registered mail (or the equivalent), return receipt requested or (iii) personal delivery. 14.2 Assignment. You shall assign or otherwise transfer any of their rights or obligations. Skillo may assign this Agreement without your consent. 14.3 Governing Law; Jurisdiction; Arbitration. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed, construed and enforced in all respects by the laws of the State of Michigan, excluding its choice of law/conflict of law provisions, and shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. Unless Skillo elects (in its sole option) to proceed in your local jurisdiction, the jurisdiction and venue of any arbitration, litigation or other dispute resolution method between the parties (which arises out of or relates to this Agreement) shall be exclusively in Wayne County, Michigan; you expressly submit and consent to such exclusive jurisdiction and venue. Other than Skillo’s right to seek injunctive relief, any claim or dispute arising out of or relating to this Agreement shall be decided by confidential binding arbitration before a single arbitrator. The parties shall equally split the arbitrator’s fees. 14.4 Export Controls. You agree to comply with all applicable laws, domestic or foreign. You further understand that the Platform may be subject to restrictions and controls imposed by the U.S. Export Administration Act, as amended, and agree, if informed by Skillo, to comply with applicable export and import control laws and regulations issued from time to time by the U.S. Department of Commerce and other governmental agencies, foreign or domestic. 14.5 Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire understanding and agreement between you and Skillo with respect to its subject matter. Skillo may amend this Agreement at any time at its discretion; provided, however, that such amendment shall only be effective upon your consent to such amended terms. You agree that Skillo may receive and rely on your consent by means of your electronic acceptance (e.g. by clicking an “accept” button and/or checking an “accept” box). If there is any conflict between the Documentation and/or these Service Terms and Conditions, the following terms shall govern in the following priority: first, these Service Terms and Conditions and then the Documentation. The failure of either party to object to or act with respect to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver thereof. If any provision of this Agreement is for any reason and/or to any extent determined to be unenforceable under applicable law, the remaining provisions of this Agreement shall remain in full force and effect. 14.6 Providing Notice. Should you wish to or are required to notify Skillo under this Agreement, use the contact information provided on the Skillo website located at http://www.Skillo.com

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