End User License Agreement

1. Introduction

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you (either an individual or a single entity) and SkillDesk.ai ("Company", "we", "us", or "our") for the SkillDesk.ai software platform, which includes computer software, associated media, printed materials, and online or electronic documentation (collectively, the "Software").

By installing, copying, accessing, or using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access, or use the Software.

2. Grant of License

Subject to the terms and conditions of this EULA, SkillDesk.ai hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business or educational purposes in accordance with the terms of this Agreement.

This license grants you the right to:

• Access and use the Software through your authorized user accounts
• Create, manage, and deliver educational content and training programs
• Access analytics and reporting features included in your subscription plan
• Use the Software in accordance with your subscription tier and user limits

3. Restrictions

You may NOT:

• Copy, modify, adapt, alter, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any features or functionality of the Software to any third party
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software for any illegal purpose or in violation of any local, state, national, or international law
• Use the Software to transmit any viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Software or any related systems or networks
• Use automated systems (bots, scrapers, etc.) to access the Software without express written permission
• Share your account credentials or allow unauthorized access to your account
• Use the Software in a manner that could damage, disable, overburden, or impair our servers or networks

4. Intellectual Property Rights

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. SkillDesk.ai and its licensors retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights.

You acknowledge that the Software contains proprietary and confidential information of SkillDesk.ai and its licensors. You agree to protect the confidentiality of the Software and not to disclose any proprietary information to any third party without our prior written consent.

5. User Content and Data

You retain all ownership rights to any content, data, or materials that you upload, create, or provide through the Software ("User Content"). By using the Software, you grant SkillDesk.ai a worldwide, non-exclusive, royalty-free license to use, store, reproduce, modify, and display your User Content solely for the purpose of providing and improving the Software and related services.

You are solely responsible for your User Content and warrant that you have all necessary rights to grant the license described above. You agree not to upload, post, or transmit any User Content that:

• Infringes or violates any third party's intellectual property, privacy, or publicity rights
• Is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Contains viruses, malware, or other harmful code
• Violates any applicable laws or regulations

6. Subscription and Payment Terms

The Software is provided on a subscription basis. Your subscription will automatically renew unless cancelled in accordance with our cancellation policy. You agree to pay all fees associated with your subscription in accordance with the pricing terms provided at the time of purchase.

All fees are non-refundable except as required by law or as otherwise specified in your subscription agreement. We reserve the right to change our pricing with 30 days' notice. If you do not agree to the new pricing, you may cancel your subscription before the change takes effect.

7. Termination

This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice if you fail to comply with any of its terms. Upon termination:

• All rights granted to you under this EULA will immediately cease
• You must immediately stop using the Software and delete all copies of the Software in your possession
• We may delete your account and all associated data after a reasonable retention period
• All provisions of this EULA that by their nature should survive termination will survive

You may terminate this Agreement at any time by canceling your subscription and ceasing to use the Software.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that the Software will be uninterrupted, error-free, or completely secure. We do not guarantee that the Software will meet your specific requirements or that any errors will be corrected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKILLDESK.AI, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless SkillDesk.ai, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of the Software
• Your violation of any term of this EULA
• Your violation of any third party right, including without limitation any copyright, property, or privacy right
• Any User Content you submit, post, or transmit through the Software

11. Updates and Modifications

SkillDesk.ai may, from time to time, provide updates, upgrades, or modifications to the Software. We reserve the right to modify, suspend, or discontinue any part of the Software at any time with or without notice. We may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability.

We may modify this EULA at any time by posting the revised version on our website. Your continued use of the Software after such modifications constitutes your acceptance of the revised EULA.

12. Export Restrictions

The Software may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with all applicable international and national laws that apply to the Software, including the Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

13. Governing Law and Dispute Resolution

This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising out of or relating to this EULA or the Software shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

14. Miscellaneous

Entire Agreement: This EULA constitutes the entire agreement between you and SkillDesk.ai regarding the Software and supersedes all prior agreements and understandings.

Severability: If any provision of this EULA is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Waiver: The failure of SkillDesk.ai to enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer this EULA or any rights granted hereunder without our prior written consent. We may assign this EULA without restriction.

Contact Information: If you have any questions about this EULA, please contact us at legal@skilldesk.ai.