SKILLS Global TERMS AND CONDITIONS

In using this website and the Skills® services, you are deemed to have read and agreed to the following terms and conditions (hereinafter referred to as "Terms" or "this Agreement") which govern your use of our website, its contents, and its services. By accepting these terms, or by using this service, you agree to be legally bound to these terms of use and Privacy Policy. You agree to receive required notices and to transact with us electronically. If you do not agree to any of these Terms, do not accept them and do not use this site. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the services.

Terminology

The following terminology applies to these Terms and any or all Agreements: "Client," "You," and "your" refers to you, the person accessing this website and accepting the Company's terms and conditions. "The Company," "Ourselves," "We," and "Us," refers to SKILLS Global. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our Assistance to the Client in the most appropriate manner for the express purpose of meeting the Client's needs in respect of provision of the Company's stated services/products, in accordance with and subject to, prevailing state and federal laws of the United States. Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they, are taken as interchangeable and therefore as referring to same.

"Services" means the online, web-based Skills® applications and platforms provided by SKILLS Global via http://www.skillsglobal.com and/or other designated websites.

"User(s)" refers to the individual(s) who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Company at Your request). Users may include, but are not limited to, Your employees, consultants, contractors, agents, or third parties with whom You conduct business

"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Company. Order forms shall be deemed incorporated herein by reference.

Services

SKILLS Global provides various content and services via the website http://www.skillsglobal.com (together with any other website which provides services that is governed by these terms of use, the "Site"). We shall make the Services available to You pursuant to this Agreement and the relevant Order Forms during a specified subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Us regarding future functionality or features.

During the process of obtaining Our Services, You will be required to provide certain information, including personal information (and for subscriptions, financial information). Our use of that information is subject to the Privacy Statement herein. All fees paid for subscriptions are non-cancellable and non-refundable.

Company shall use commercially reasonable efforts to make the Services available and accessible, except for: (i) planned downtime, (ii) any unavailability caused by circumstances beyond Our reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays. Company shall provide the Services in accordance with all applicable laws and government regulations.

You acknowledge that SKILLS Global retains exclusive right, title, and interest in the Service, data files, code, and technical documentation, and This Agreement shall not be construed in any manner as transferring any rights of ownership or license to You or any samples or features or information therein, except as specifically stated herein. All rights not expressly granted are reserved to SKILLS Global. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your data and of the means by which You acquired your data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with this Agreement and any and all applicable laws and government regulations.

You agree that SKILLS Global is not liable for content that is provided by others. We have no duty to screen content that You may supply or post to the Site, but we have the right to edit or to refuse to post submitted content and the right to remove any content for any reason whatsoever at any time.

Access to Site Functionality

Access to certain portions of this Site requires login and password information. Once you have registered or purchased a subscription, you will have login and password information. This information is for your use only and is non-transferable. You agree that you will be responsible for maintaining your password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your password. You agree to immediately notify Company in the event that (i) your password is lost or stolen, or (ii) you become aware of any unauthorized use of your password of any other breach of security related to the Site.

Privacy Statement

We are committed to protecting your privacy. Authorized employees within the Company only use information collected from individual Clients on a need to know basis. We constantly review our systems and data to ensure the best possible service to our Clients. Company may not require individuals to surrender any of their rights under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as a condition of the provision of treatment, payment, and enrollment in a health plan, or eligibility of benefits therefrom.

Your health information is personal and private. Individually identifiable information about your past, present or future health or condition, the provision of healthcare to You, or payment for healthcare is considered "Protected Health Information" ("PHI"). We are required to extend certain specific protections to safeguard your PHI, and to give you this Notice about Our privacy practices that explains how, when, and why we may use or disclose your PHI. Except in specified circumstances, we must use or disclose only the minimum necessary PHI to accomplish the intended purpose of the use or disclosure. Company will follow the privacy practices described in this Notice, however, We reserve the right to change our privacy practices and Terms of this notice at any time.

We may use and disclose PHI for a variety of reasons. We have a limited right to use and/or disclose your PHI for purposes of treatment, payment, and for Our healthcare operations. Any other use by Us will require Your prior written authorization unless the law permits or requires Us to make the use or disclosure without such authorization. If we disclose your PHI to an outside entity in order for that entity to perform a function on our behalf, we must have in place an agreement from the outside entity that it will extend the same degree of privacy protection to Your information that We must apply to Your PHI.

The law provides, however, that We are permitted to make some uses/disclosures without your consent or authorization. Generally, we may use or disclose your PHI as follows:

Limitations

When you use Our Site, you agree at all times to comply with the guidelines contained herein. You may use the Services for lawful purposes only and may use this Site only in ways consistent with any and all applicable state and federal laws. You shall not (i) make the Services available to anyone other than Users; (ii) sell, resell, rent, sublicense, or lease the Services; (iii) upload the Services or use the Services to store, post, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (including rights of privacy) of any party, any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or any libelous, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive, hateful, racially or ethnically vulgar material, or otherwise unlawful or tortious material; (iv) use the Services to store or transmit malicious code, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content you post or store; (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vi) attempt to gain unauthorized access to the Services or their related systems or networks; (vii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (vii) use any program, spider, or "bot" to gather or harvest information from the Services. This Site and its contents are for the personal use of the individual or organization acquiring subscriptions. You may not purchase subscriptions to benefit any other person. For example, you may not resell the services offered on this Site or distribute them to any other persons.

Proprietary Rights

SKILLS Global and its suppliers reserve all intellectual property rights existing in any content stored in or accessible through the Services. Nothing herein shall be construed as conferring by implication, estoppel, or otherwise, any license or right under any intellectual property right of SKILLS Global or third parties. Unless otherwise provided herein, the content of the Site may not be copied, reproduced, republished, uploaded, downloaded, posted, transmitted, or distributed in any way without the prior written permission of SKILLS Global, except that, subject to Your compliance with these Terms of Use, SKILLS Global authorizes you to view content to which you have access through registration and/or subscription. For text articles only, you may download or print one copy of the article solely for your personal, non-commercial use so long as you preserve the copyright ownership and year information provided in the article.

The content on this Site is protected by United States and foreign intellectual property laws. Any violation of Our rights or the rights of Our licensees and licensors is a breach of this Agreement.

SKILLS Global may use your data, de-identified to assure anonymity and to protect identifying characteristics, for the purposes of conducting research to be presented at professional conferences, published in scientific journals or other publications, and to enhance the SKILLS Global line of Skills® products and services. By entering into this Agreement, Users grant SKILLS Global or any of its representatives a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to all anonymized data collected during the course of or in relation to use of the Services and agrees that SKILLS Global may display, publish use or reuse, alter or modify, in whole or in part, for any medium or purpose, any such anonymized data or any other derivative works resulting from the use of the services.

Users are prohibited from attempting to defeat, bypass, or otherwise circumvent any protection mechanisms employed by the Site to protect these proprietary rights.

Fees and Payment for Services

You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States currency (dollars), (ii) fees are based on services purchased and are not based on actual usage or on any other criteria, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscriptions will be charged in full on the subscription start date and each monthly anniversary thereof. Accounts cancelled within 1 business day of the next scheduled billing date will avoid being charged for another month. Regardless of when cancellation occurs, cancelled accounts will always close and become inactive on the last day of the current billing cycle. Accounts cancelled in the middle of a billing cycle will not be prorated, thus You will not receive a refund for unused days.

You will provide Us with a valid and updated credit card, or with a valid Purchase Order or alternative document that is acceptable to Us. If You provide credit card information, You authorize Us to charge for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by an alternative method, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due fifteen (15) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

If You have not provided full payment by the due date for any open balances, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (ii) We may condition future subscription renewals on payment terms shorter than those specified above, and/or (iii) We may terminate our agreement with You. If any amount owed by You under this or any other agreement for Our services is sixty (60) or more days overdue (or 10 or more days overdue in case of amounts You have authorized Us to charge to Your credit card), We may, without limiting other rights and remedies under the law, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have a legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

Disclaimer

Except as expressly provided herein, SKILLS Global does not make any warranties of any kind, whether express, implied, statutory, or otherwise, and TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIES DISCLAIM IMPLIED WARRANTIES, INCLUDING ANY WARRANTY THAT THE SITE IS OR WILL BE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, CURRENT, COMPLETE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THIS SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, OR WILL OPERATE WITHOUT INTERRUPTION. Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws. Your use of this Site is at your own risk. We provide this Site and its contents "As Is." This Site is not intended to replace professional advice You should be seeking for Your child, student, or client. This site does not provide medical advice. The site and content are not intended to constitute (i) the practice of medicine or the provision of healthcare diagnosis or treatment, (ii) the creation of a physician patient or clinical relationship, or (iii) an endorsement, recommendation or sponsorship of any medical product or service by SKILLS Global or any of its affiliates, agents, employees, consultants or service providers. Additionally, this Site should not be used to attempt to diagnose autism or any other medical condition, or to attempt to assess the state or other medical aspect of any person diagnosed with autism. All content on this Site is provided for informational purposes only. This content is not intended to substitute medical professional advice. You should consult a medical professional with any questions You may have regarding a medical condition or treatment.

SKILLS Global is not responsible for updating out-of-date or older site content. All content and information is provided for informational purposes only and a professional should be consulted prior to relying on subject matter on this site. While We may periodically update or correct information on this Site, We make no representation or warranty as to its accuracy, currency, or completeness, and we do not intend to routinely update this information.

Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY, AND SKILLS GLOBAL SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF THIS AGREEMENT BY SKILLS GLOBAL SHALL BE TO DISCONTINUE USE OF THE SITE, CONTENT AND SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU MAY NOT ASSERT CLAIMS FOR MONEY DAMAGES ARISING FROM THIS SITE OR ITS CONTENTS. WE AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR COMPANY AND SUPPLIERS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL SKILLS GLOBAL HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE FOREGONIG DISLCAIMER SHALL APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Indemnification

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You hereby release and forever discharge SKILLS Global and its respective officers, directors, shareholders, employees and agents, of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, guarantees, claims and demands whatsoever that you had, now have or hereafter can, shall or may have of or by any reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the present time and, in particular, without in any way limiting the generality of the foregoing, for and by reason of or in any way arising out of your use of the Site, or the Site's content or services or your violation of these Terms. You agree to defend, indemnify, and hold harmless Us and Our affiliates, and Our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees, that arise from Your use or misuse of this Site or any of the Site's content or services. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event you will cooperate with us in asserting any available defenses.

Term and Termination

This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for a one (1) year subscription term, unless earlier terminated. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 3- days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the then-current pricing for the Services, unless a different pricing for the renewal term was designated in the relevant Order Form or in promotional or one-time offers made to You.

We reserve the right to terminate your use of this Site if you violate the Terms of Use or any rules or guidelines posted on the Site or for any other reason in our discretion.

Severability and Integration

This Agreement and any supplemental terms, policies, rules and guidelines posted on this Site constitute the entire agreement between You and Us and supersede all previous written or oral agreements. If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Governing Law

The construction, interpretation, and performance of this Agreement and all transactions related thereto shall be governed by and construed in all respects in accordance with the laws of the State of California, without regard to its conflict of law principles.

Assignment and Transfer

You may not assign your registration or subscription to any third person without first obtaining Our prior written consent or approval.

Changes to the Terms of Use

We may change the Terms of Use at any time. You can review the most current version of the Terms of Use by clicking on the Site's "Terms of Use" link. If you continue to use this Site after we make changes to the Terms of Use, you are signifying your acceptance of the new terms. You are responsible for checking these terms periodically for any changes. The date of the last revision appears below.

Revision Date: 9/30/2016