The following are the terms of use (“Additional Terms and Conditions”) under which Hands-On Learning Solutions LLC d.b.a. Skillable (“Skillable”) grants Customer the right to access and use the Skillable cloud-based enterprise learning platform that delivers hands-on learning experiences that help develop and validate technical and digital skills (“Platform”).
In the event of any inconsistency or conflict between these Additional Terms and Conditions and any other terms and conditions including the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits entered into with any Customer, these Additional Terms and Conditions shall take precedence or replaces and supersedes the corresponding section of the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits entered into with any Customer, as they relate solely to the Platform (as defined above).
1. License to the Platform. Subject to Customer’s full compliance with these Additional Terms and Conditions and any other terms and conditions including the MSA, DPA, Order Form, SOW, or any Schedules or Exhibits entered into between Customer and Docebo, Customer is granted a limited, nonexclusive, nontransferable right for Customer to access and use the Platform and the content therein (“Platform Content” as further defined below) during the term of the license, for internal training purposes only.
2. Proprietary Rights. The Platform, and all images, graphics, logos, video, audio, links, button icons, software, and other content thereon (collectively, “Platform Content”), are protected under 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 compilation (meaning the selection, collection, arrangement, and assembly) of all content contained within the Platform is the sole and exclusive property of Skillable protectable by federal, state, local or international statutes, laws, directives, treaties, rules, and regulations (collectively, “Applicable Laws”). Unauthorized copying or use of the Platform Content (including its use on any other website or application) may violate 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 disclaimed.
3. Submission of Information and Platform Usage. Customer is 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 (such as but not limited to, TLS 1.2 or higher, SHA2 or higher, AES256, HTTPS, and SFTP) or as agreed upon by Skillable and you during the implementation phase. Additionally, Customer is solely responsible and liable for all information submitted to or through the Platform by or on behalf of the Customer and/or its authorized end users (“Platform End Users”). Customer is responsible for the (a) acts and/or omissions of Platform End Users in connection with access to and use of the Platform and Platform Content, (b) provision and/or compliance of the use by Platform End Users of software licenses required for all virtual machines, (c) accuracy, completeness, and quality of Customer and Platform End Users’ materials, content, information, and data submitted and/or used, and compliance with Applicable Laws of such materials, content, information, and data, including the means by which such materials, content, information, and data were acquired, and (d) using uniquely named Platform End User accounts.
4. Restrictions on Use.
(a) Customer may not and will ensure that all Platform End Users 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 license to the Platform Content; (e) attempt to probe, scan, or test the vulnerability of the Platform or any Platform Content; (f) violate any Applicable Law in 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 or visual design elements of the Platform or Platform Content; (i) remove or destroy any proprietary markings, 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 or graphics of the Platform and/or Platform Content, or (iii) cryptocurrency mining; (k) provide access to the Platform or any Platform Content to any Platform End User (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 third-party 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 Platform End User that is a minor as defined under Applicable Law.
(b) Customer will not provide access to the Platform or Purchased Services to any persons, companies, organizations, entities, or charities 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 (collectively, “Restricted Party Lists”). Customer will not (a) provide access to the Platform or Purchased Services, directly or indirectly, to anyone (i) on any sanction-related list of designated persons, which include the Restricted Party Lists, (ii) located in a country or territory that is the target of comprehensive Sanctions, and/or (iii) countries where Customer Data must be stored locally, and (b) take any action or engage in any omission that would place Skillable or Docebo in a position of non-compliance with Applicable Laws, including any economic sanctions law.
5. Skillable as Docebo’s Sub-processor. For the purposes of the Platform, Customer acknowledges and authorizes the use of Skillable as Docebo’s Sub-processor, and all transfer and provision of Customer Personal Data to Skillable shall be in accordance with Applicable Laws. Customer shall advise Skillable if any of its personal data or information becomes or is subject to any Applicable Law that imposes additional or different requirements on its processing and/or protection. In that case, the parties shall discuss in good faith and incorporate into this Agreement in writing the amendments or additions required in order to permit your personal data and information to be or continue to be provided to and processed and accessed by Skillable.
6. Security Requirements. Skillable requires labs that access cloud providers to undergo a review to evaluate the lab’s vulnerability to potential abuse from malicious users as well as each lab’s unwanted consumption of cloud providers, and Customer agrees to strictly comply with the following standards if it accesses such labs. A full description of the required security review and cloud security standards is located at https://docs.skillable.com/docs/cloud-security-review, and https://docs.skillable.com/docs/cloud-security-standards. Customer will utilize appropriate security measures at all times, and assumes all risks, financial and otherwise, associated with its access to the cloud providers and usage, including unauthorized usage. Customers who utilize Skillable’s cloud subscription must strictly comply with all requirements of the foregoing standards when utilizing each cloud provider pursuant to this Addendum and Customer will defend, indemnify, and hold harmless Skillable and its affiliates and Docebo and its affiliates from and against all third-party claims, costs, expenses, demands, suits, causes of action, awards, judgments and liabilities, including without limitation, reasonable attorneys’ fees and costs arising out of or alleged to have arisen out of any failure by any Customer and/or its End Users to strictly abide by the security standards or otherwise arising from use of such cloud providers.
7. Right to Suspend; Termination. Skillable reserves the right to suspend, terminate or impose restrictions on Customer’s use of or access to the Platform with or without notice, if Skillable (a) reasonably believes that Customer is in violation of or likely to violate any terms of the Agreement, (b) is legally required to do so, (c) reasonably believes Customer’s use causes or is likely to cause harm or liability whether legal, financial, reputational or otherwise, to other Skillable end users, a third party, or Skillable, and/or (d) is reasonably required to do so in response to a material technical or security issue. Neither Docebo nor Skillable are liable to any Customer, Platform 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 Platform End User data, and may delete or destroy such data after any termination or expiration of this Agreement.
8. Support. Skillable will provide customer care and support services directly to the Customer in accordance with section 3.6 of the MSA or any other section of the contractual documentation that documents Docebo’s standard care and support services, however any obligations under “Follow Up Response Times” or “Target Mitigation Times” or “Target Resolution Times” are hereby omitted.
9. Choice of Law; Venue. For all matters relating to the Platform, the Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding with respect to the Platform shall be brought exclusively in the state or 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.