Terms of Service

1. Acceptance of Terms and Definitions

By accessing and using the Skillos Platform ("Platform" or "Service"), you accept and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must immediately discontinue use of the Service.

2. Service Description and License Grant

2.1 Service Description

Skillos provides a cloud-based learning intelligence platform that unifies, analyzes, and optimizes corporate learning across multiple providers. The Service includes analytics, reporting, content aggregation, assessment tools, and integration capabilities.

2.2 License Grant

Subject to payment of applicable fees and compliance with these Terms, we grant Customer a limited, non-exclusive, non-transferable license during the subscription term to:

• Access and use the Service for Customer's internal business purposes
• Allow authorized Users to access the Service up to the purchased user limit
• Use our APIs subject to applicable documentation and rate limits
• Create and manage learning content within the platform

2.3 Restrictions

Customer shall not:

• Exceed the purchased user or usage limits
• Reverse engineer, decompile, or disassemble the Service
• Remove or modify any proprietary notices
• Use the Service to compete with us or build a similar service
• Sublicense, resell, or distribute the Service except as authorized
• Use automated means to scrape or extract data beyond API limits
• Interfere with or disrupt the Service or its security features

3. Subscription Terms and Billing

3.1 Subscription Plans

The Service is offered under various subscription plans (Professional, Enterprise) with different features and user limits. Your selected plan, fees, and billing cycle are specified in your order form or subscription agreement.

3.2 Payment Terms

• Fees are due in advance on a monthly or annual basis
• All fees are non-refundable except as required by law
• Late payments may result in service suspension after 30 days written notice
• We may adjust fees with 30 days notice for monthly plans, 60 days for annual

3.3 Auto-Renewal

Subscriptions automatically renew unless cancelled at least 30 days before the renewal date. Renewal will be at the then-current rates unless otherwise agreed.

3.4 Overage Charges

Usage exceeding your plan limits (users, storage, API calls) will incur overage charges as specified in your agreement or at our then-current rates.

4. User Accounts and Administration

4.1 Account Creation

Customer and Users must provide accurate, complete, and current information. Customer is responsible for managing User accounts, including provisioning, de-provisioning, and access controls.

4.2 Administrator Responsibilities

Customer's designated administrators have additional privileges and responsibilities including:

• Managing User access and permissions
• Configuring integrations and security settings
• Ensuring compliance with these Terms by all Users
• Maintaining the confidentiality of admin credentials

4.3 Security

Customer is responsible for maintaining the confidentiality of all passwords and must notify us immediately of any unauthorized access or security breach.

5. Data Ownership and Protection

5.1 Customer Data

Customer retains all rights to Customer Data. Customer grants us a limited license to process Customer Data solely to provide the Service and as described in our Privacy Policy.

5.2 Service Data and Analytics

We may collect and use aggregated, anonymized data about Service usage for improving the Service, benchmarking, and research purposes. Such data will not identify Customer or any individual User.

5.3 Data Security

We implement industry-standard security measures including:

• Encryption of data in transit and at rest
• Multi-tenant data isolation
• Regular security audits and assessments
• Access controls and audit logging

5.4 Data Portability

Upon request, we will provide Customer Data in a commonly used, machine-readable format. Export is subject to technical feasibility and may incur fees for large datasets.

6. Intellectual Property Rights

6.1 Our Property

The Service, including all software, designs, text, images, and marks, is our exclusive property or that of our licensors and is protected by intellectual property laws. No rights are granted except as expressly set forth in these Terms.

6.2 Customer Content

Customer retains ownership of content created within the platform (assessments, learning paths, reports). Customer grants us a license to host, display, and distribute such content as necessary to provide the Service.

6.3 Feedback

Any feedback, suggestions, or improvements provided to us may be used without restriction or compensation.

7. Privacy and Compliance

7.1 Privacy Policy

Our Privacy Policy describes how we collect, use, and protect personal information. By using the Service, you consent to our data practices as described in the Privacy Policy.

7.2 GDPR Compliance

For Customers subject to GDPR, we will:

• Process personal data as a data processor under Customer's instructions
• Provide a Data Processing Agreement upon request
• Assist with data subject requests and compliance obligations
• Implement appropriate technical and organizational measures

7.3 Educational Records

If Customer is an educational institution, we acknowledge that certain data may be subject to FERPA or similar laws. We will handle such data in compliance with applicable educational privacy requirements.

7.4 Data Retention

We retain Customer Data during the subscription term and for 30 days after termination unless longer retention is required by law or requested by Customer. Training records are retained for compliance periods as configured by Customer.

8. Service Level Agreement

8.1 Availability

We target 99.9% uptime for the Service, calculated monthly, excluding scheduled maintenance. Enterprise customers may be eligible for service credits for availability below this target.

8.2 Scheduled Maintenance

We will provide at least 48 hours notice for scheduled maintenance that may impact Service availability. Emergency maintenance may be performed with less notice if required for security or stability.

8.3 Support

Support levels and response times vary by plan:

• Professional: Email support, 24-48 hour response
• Enterprise: Priority support, 4-24 hour response, dedicated success manager

8.4 Service Modifications

We may modify Service features with notice. Material adverse changes to core functionality will include a transition period or grandfather existing customers.

9. Third-Party Integrations

9.1 Learning Platform Integrations

The Service integrates with third-party learning platforms (Udemy, Coursera, LinkedIn Learning, etc.). Customer is responsible for:

• Obtaining necessary accounts and licenses with third-party platforms
• Complying with third-party terms of service
• Providing valid API credentials and maintaining their security
• Understanding that third-party availability affects integration functionality

9.2 Third-Party Content

We do not control or endorse content from third-party platforms. Customer is responsible for reviewing and approving third-party content for their Users.

9.3 API Usage

Our API is subject to rate limits and usage restrictions. Excessive usage may result in throttling or additional charges. API documentation specifies current limits.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that the Service will perform materially in accordance with documentation and that we have the right to provide the Service.

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 No Learning Outcomes Guarantee

We do not guarantee any specific learning outcomes, skill development, or certification results from use of the Service.

11. Limitation of Liability

11.1 Consequential Damages Waiver

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

11.2 Liability Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

These limitations do not apply to breaches of confidentiality, indemnification obligations, or violations of intellectual property rights.

12. Indemnification

12.1 By Customer

Customer will defend and indemnify us against claims arising from: (a) Customer Data; (b) Customer's use of the Service in violation of these Terms; (c) violation of applicable laws; or (d) third-party claims related to Customer's use.

12.2 By Skillos

We will defend and indemnify Customer against claims that the Service infringes third-party intellectual property rights, except to the extent arising from Customer Data or modifications.

12.3 Procedures

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense.

13. Term and Termination

13.1 Term

These Terms begin on the date Customer first accesses the Service and continue until terminated.

13.2 Termination for Convenience

Either party may terminate by providing 30 days written notice. Customer remains responsible for fees through the end of the current billing period.

13.3 Termination for Cause

Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within 30 days of notice; (b) becomes insolvent or bankrupt; or (c) violates applicable laws.

13.4 Effect of Termination

Upon termination:

• Access to the Service ceases immediately
• Customer Data is available for export for 30 days
• All accrued fees become due
• Confidentiality and limitation of liability provisions survive

13.5 Suspension Rights

We may suspend access if: (a) required by law; (b) Customer breaches security provisions; (c) fees are overdue by 30+ days; or (d) to protect Service integrity.

14. Confidentiality

14.1 Definition

"Confidential Information" means non-public information marked as confidential or that reasonably should be considered confidential, including Customer Data, business plans, and technical information.

14.2 Obligations

Each party will: (a) protect Confidential Information using the same care as for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information except to employees and contractors with a need to know; and (c) use Confidential Information only as necessary under these Terms.

14.3 Exceptions

Obligations do not apply to information that: (a) becomes public through no breach; (b) was rightfully known beforehand; (c) is independently developed; or (d) must be disclosed by law.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal proceedings, the parties agree to attempt to resolve disputes informally for at least 30 days.

15.2 Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration under AAA Commercial Arbitration Rules, except either party may seek injunctive relief for intellectual property violations.

15.3 Class Action Waiver

All disputes must be brought individually. Class actions and representative proceedings are waived to the maximum extent permitted by law.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of Delaware, United States, without regard to conflict of law principles. The parties consent to exclusive jurisdiction in Delaware courts.

16.2 Entire Agreement

These Terms, together with any order forms and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

16.3 Severability

If any provision is found unenforceable, the remainder of these Terms will continue in effect, and the unenforceable provision will be modified to the minimum extent necessary.

16.4 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.

16.5 Assignment

Customer may not assign these Terms without our prior written consent. We may assign our rights to an affiliate or in connection with a merger or sale of assets.

16.6 Notices

Notices must be in writing and sent to the addresses below. Email is acceptable for operational notices but not legal notices.

16.7 Export Compliance

The Service may not be used in violation of U.S. export laws and regulations. Customer represents that it is not on any prohibited party lists.

17. Modifications to Terms

We may modify these Terms with 30 days notice for material changes (60 days for price increases affecting annual plans). Continued use after the effective date constitutes acceptance.

For Enterprise customers with negotiated agreements, modifications require mutual written consent.

We will notify Customer of changes via email to the primary contact and/or through the Service interface.

18. Contact Information

For questions about these Terms or the Service, please contact us: