End-User License Agreement

Definitions and key terms

• Cookie: a small amount of data generated by a website or app and saved by your web browser, used to identify your browser, provide analytics, and remember information about you.
• Company / we / us / our: SkillNode, responsible for your information under this EULA.
• Country: Canada — where SkillNode is based.
• Service: the services provided by SkillNode.
• Third-party service: advertisers, contest sponsors, promotional and marketing partners, and others whose products or services we think may interest you.
• Website:SkillNode's site, accessed at skillnode.ca.
• You: a person or entity registered with SkillNode to use the Services.

Introduction

This Agreement governs the relationship between you and us and your use of the SkillNode website. Throughout this Agreement, End User and Company may each be referred to as a "Party" or collectively, the "Parties."

If you are using the website on behalf of your employer or other entity (an "Organisation"), then the terms "End User," "you," and "your" apply collectively to you and the Organisation. You warrant that you have authority to (1) purchase a license to the website on behalf of the Organisation and (2) bind the Organisation to this Agreement.

By downloading, installing, accessing, or using the website you:

• Affirm you have all necessary permissions and authorizations to access and use the website;
• If using the website pursuant to a license purchased by an organization, confirm you are authorized by that organization;
• Acknowledge you have read and understand this Agreement;
• Represent that you are of sound mind to enter into a binding agreement; and
• Accept and agree to be legally bound by the terms and conditions of this Agreement.

If you do not agree to these terms, do not download, install, access, or use the software. The Application is licensed, not sold, to you by SkillNode for use strictly in accordance with the terms of this Agreement.

License

Subject to the terms of this Agreement, SkillNode grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license to:

• Download, install, and use the Software on one (1) Computing Device per single-user license you have purchased and been granted. If you have multiple Computing Devices, you agree to acquire a license for the number of devices you intend to use;
• Access, view, and use on such Computing Device the End-User Provided Materials made available through the Software, strictly in accordance with this Agreement;
• Install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation;
• Receive updates and new features that become available during the one (1) year period from the date of license purchase.

Restrictions

You agree not to, and you will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application or make it available to any third party.
• Modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Application.
• Remove, alter, or obscure any proprietary notice of SkillNode or its affiliates, partners, suppliers, or licensors.

Intellectual property

All intellectual property rights — including copyrights, patents, trademarks, service marks, trade secrets, trade dress, trade names, logos, corporate names, and domain names, together with the goodwill associated therewith and all derivative works (collectively, "Intellectual Property Rights") — that are part of the Software and otherwise owned by SkillNode shall always remain the exclusive property of SkillNode. Nothing in this Agreement grants you a license to SkillNode's Intellectual Property Rights other than the limited license expressly granted herein.

You shall use the highest standard of care to safeguard all Software from infringement, misappropriation, theft, misuse, or unauthorized access. SkillNode reserves and shall retain all rights, title, and interest in the Software.

You (or the Organisation, as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.

Your suggestions

Any feedback, comments, ideas, improvements, or suggestions (collectively, "Suggestions") you provide regarding the Application shall remain the sole and exclusive property of SkillNode. SkillNode shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose without credit or compensation to you.

Modifications to the Application

SkillNode reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

Updates to the Application

SkillNode may from time to time provide enhancements or improvements to the features and functionality of the Application ("Updates"). Updates may modify or delete certain features. SkillNode has no obligation to provide Updates or to continue to provide any particular features. All Updates will be deemed an integral part of the Application and subject to this Agreement.

Third-party services

The Application may display, include, or make available third-party content or provide links to third-party websites or services ("Third-Party Services"). SkillNode shall not be responsible for any Third-Party Services, including their accuracy, completeness, validity, legality, decency, quality, or any other aspect. You access and use them entirely at your own risk and subject to those third parties' terms.

Term and termination

This Agreement shall remain in effect until terminated by you or SkillNode. SkillNode may suspend or terminate this Agreement at any time, with or without prior notice. This Agreement will terminate immediately, without prior notice, if you fail to comply with any provision. You may terminate this Agreement by deleting the Application and all copies. Upon termination, you shall cease all use of the Application. Termination will not limit any of SkillNode's rights or remedies at law or in equity.

Indemnification

You agree to indemnify, defend, and hold harmless SkillNode and its officers, directors, employees, agents, affiliates, successors, and assigns from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys' fees) arising from or relating to: (i) your use or misuse of the Software; (ii) your failure to comply with any applicable law, regulation, or government directive; (iii) your breach of this Agreement; or (iv) your agreement or relationship with an Organisation or any third party.

No warranties

The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted by applicable law, SkillNode expressly disclaims all warranties, whether express, implied, statutory, or otherwise. SkillNode makes no representation that the Application will meet your requirements, achieve intended results, be compatible with other software, operate without interruption, meet any performance or reliability standards, or be error-free.

Limitation of liability

The entire liability of SkillNode and any of its suppliers under any provision of this Agreement and your exclusive remedy shall be limited to the amount actually paid by you for the Application. In no event shall SkillNode or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including damages for loss of profits, data, business interruption, personal injury, or privacy) arising out of or in any way related to the use of or inability to use the Application.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or power under this Agreement shall operate as a waiver of that right or power. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Amendments to this Agreement

SkillNode reserves the right to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to new terms taking effect. By continuing to access or use our Application after revisions become effective, you agree to be bound by the revised terms. If you do not agree, you are no longer authorized to use the Application.

Governing law

The laws of Canada, excluding its conflicts-of-law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

No employment or agency relationship

No provision of this Agreement is intended to create, nor shall be construed to create, any relationship between you and SkillNode other than that of end user of the website and services provided.

Equitable relief

You acknowledge that your breach of this Agreement would cause SkillNode irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies, you acknowledge that SkillNode may seek injunctive relief to prevent the actual, threatened, or continued breach of this Agreement.

Geographic restrictions

The Company is based in Canada and provides access primarily to persons located in Canada, maintaining compliance with Canadian laws and regulations. If you use the website from outside Canada, you are solely responsible for compliance with local laws.

Limitation of time to file claims

Any cause of action or claim you may have arising out of or relating to this Agreement or the website must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Entire agreement

This Agreement constitutes the entire agreement between you and SkillNode regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements. You may be subject to additional terms and conditions that apply when you use or purchase other SkillNode services.