Legal Terms of Service

Last Updated: April 24, 2024

IMPORTANT - THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND Skillsoft or, as applicable, its local subsidiary ("We" or "Company" or "Skillsoft"). BEFORE ACCESSING OR USING ANY PART OF THIS WEBSITE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this "TOS") AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THIS WEBSITE OR USED IN CONNECTION THEREWITH (collectively, the or this "Skillsoft Website"). WE ARE WILLING TO LICENSE AND ALLOW THE USE OF THIS WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE THIS WEBSITE AND ARE INSTRUCTED TO EXIT THIS WEBSITE IMMEDIATELY.

Terms and conditions

1. LICENSE GRANT.

The Skillsoft Website is provided by Skillsoft, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Skillsoft Website and any programs, services, tools, materials, or information made available through or from the Skillsoft Website conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits you to use and access for personal or business purposes only the Skillsoft Website (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network. You may also load information from the Skillsoft Website into your laptop's, workstation's, or computer's temporary memory (RAM) and print and download materials and information from the Skillsoft Website solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Skillsoft Website on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Skillsoft regarding access and usage privileges for the Skillsoft Website, including, without limitation, a member services agreement with Skillsoft. Nevertheless, your personal use of the Skillsoft Website will be subject to the obligations and restrictions regarding use of the Skillsoft Website as set forth in this TOS.

2. RESTRICTIONS.

The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Skillsoft through the Skillsoft Website in any manner not expressly permitted by this TOS. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Skillsoft Website. Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Skillsoft Website or in any way reproduce or circumvent the navigational structure or presentation of the Skillsoft Website to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Skillsoft Website, (ii) attempt to gain unauthorized access to any portion or feature of the Skillsoft Website, including, without limitation, the account of any other Authorized User(s), or any other systems or networks connected to the Skillsoft Website or to any Skillsoft server or to any of the services offered on or through the Skillsoft Website, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Skillsoft Website or any network connected to the Skillsoft Website, nor breach the security or authentication measures on the Skillsoft Website or any network connected to the Skillsoft Website, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Skillsoft Website, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Skillsoft Website or Skillsoft's systems or networks or any systems or networks connected to the Skillsoft Website, (vi) use any device, software, or routine to interfere with the proper working of the Skillsoft Website or any transaction conducted on the Skillsoft Website, or with any other person's use of the Skillsoft Website, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Skillsoft on or through the Skillsoft Website, (viii) use the Skillsoft Website to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Skillsoft Website (or any part thereof) without Skillsoft express, separate, and prior written permission, or (x) use the Skillsoft Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Skillsoft.

3. USER OBLIGATIONS.

By downloading, accessing, or using the Skillsoft Website in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Skillsoft Website, including, without limitation, when you provide information via a Skillsoft Website registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, Skillsoft reserves the right to terminate immediately your access to and use of the Skillsoft Website. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Skillsoft Website. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by this TOS any personally identifiable information, which you receive or which is made available from Skillsoft in connection with this TOS. This TOS is also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Skillsoft Website (or access thereto) without complying with such laws, orders, restrictions, or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Skillsoft Website is solely at your own risk. While Skillsoft has endeavored to create a secure and reliable Skillsoft Website, you should understand that the confidentiality of any communication or material transmitted to/from the Skillsoft Website over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Skillsoft is not responsible for the security of any information transmitted to or from the Skillsoft Website. You agree to assume all responsibility concerning activities related to your use of the Skillsoft Website, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Skillsoft Website, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the Skillsoft Website shall only be available through the sole discretion of Skillsoft or pursuant to the terms and conditions of a separate written agreement with Skillsoft.

4. DELIVERY OF INFORMATION.

When using and/or to facilitate the operation of certain features of the Skillsoft Website, you may provide Skillsoft with additional content or information (a "Posting"). In connection with delivering and providing to Skillsoft any such Posting, you hereby and automatically grant to Skillsoft a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the Skillsoft Website and Skillsoft's service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such content or information, you must also obtain at your sole expense all necessary consents, rights, permissions, and clearances (and provide Skillsoft with reasonable proof thereof (if requested)) required for Skillsoft to use such content or information in connection with Skillsoft's services and the Skillsoft Website. Notwithstanding the foregoing, you acknowledge and agree that Skillsoft shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for your use of the Skillsoft Website in a timely or accurate manner. Moreover, Skillsoft assumes no responsibility for the deletion of or failure to store any content or information.

5. OTHER TERMS AND CONDITIONS.

Additional notices, terms, and conditions may apply to membership, receipt of services, participation in a particular program, conference, training, or seminar, Authorized User registration with the Skillsoft Website, and/or to other specific portions or features of the Skillsoft Website, all of which are made a part of this TOS by this reference. In particular, this TOS, in and of itself, shall not entitle you to any of the Skillsoft membership benefits until you execute and Skillsoft accepts Skillsoft's member services agreement with Skillsoft. You agree to abide by such other notices, terms, and conditions. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Skillsoft Website, the latter terms shall control with respect to your use of that portion of the Skillsoft Website. Skillsoft's obligations, if any, with respect to its programs, services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this TOS should be construed to alter such terms, conditions, notices, and agreements.

6. USER NAME HANDLING POLICY.

Registration as an Authorized User for access to certain areas of the Skillsoft Website may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the Skillsoft Website and to your account. Accordingly, by using the Skillsoft Website, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify Skillsoft if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Skillsoft cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Skillsoft reserves the right to delete or change (with notice) a user name or password at any time and for any reason.

7. PRIVACY POLICY.

You understand, acknowledge, and agree that the operation of certain programs, services, tools, materials, or information of the Skillsoft Website requires the submission, use, and dissemination of various personal identifying information. Accordingly, if you wish to access and use those programs, services, tools, materials, or information of the Skillsoft Website, you acknowledge and agree that your use of the Skillsoft Website will constitute acceptance of Skillsoft's personal identifying information collection and use practices. Please see Skillsoft's Privacy Policy for Skillsoft's personal identifying information collection and use practices.

8. POSTINGS.

This Skillsoft Website may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where Authorized Users can share and display certain Postings. To the extent that the Skillsoft Website contains such communication forums (collectively, "Forums"), you agree that by using the Skillsoft Website you will not post or transmit any of the following materials on the Skillsoft Website's Forums:

a. anything that interferes with or disrupts the Skillsoft Website or the operation thereof,

b. statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,

c. unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,

d. statements or material that violates other contractual or fiduciary rights, duties, or agreements,

e. statements or material that is bigoted, hateful, or racially offensive,

f. statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,

g. statements or material that constitutes anti-competitive collaboration and/or antitrust violations,

h. statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,

i. statements or material that harms minors,

j. statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Skillsoft,

k. statements or material that misrepresents your affiliation with any entity and/or Skillsoft,

l. anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,

m. chain letters or pyramid schemes,

n. statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,

o. statements or material that are "off-topic" for a designated Forum,

p. solicitations, offers, or requests for employment, contracting opportunities, performance of services for monetary gain, or the purchase, sale, or barter of items or materials.

q. files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer, network, or the Skillsoft Website.

As Forums are public, the Authorized User experience is enhanced if you follow the foregoing and following guidelines. Please use netiquette. Please do not post any content or information of a personal nature, such as video or audio of friends and family. Please be succinct and stay on topic within a particular Forum. Please remember to respect others and their opinions. Skillsoft encourages open and sincere communication, but urges all Authorized Users to remember that Forums are intended to be a resource for all.

9. PERMISSION TO USE POSTINGS.

You represent that you have all necessary rights to make the Posting available to Skillsoft and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that Skillsoft has no control over the extent to which any idea or information may be used by any party or person once it is posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Skillsoft Website, Skillsoft has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Skillsoft assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.

10. NO PRE-SCREENING OF POSTINGS.

Skillsoft is not responsible for screening, policing, editing, or monitoring your or another Authorized User's Postings and encourages all of its Authorized Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to Skillsoft's right and ability to delete or remove a Posting (or any part thereof), Skillsoft does not endorse, oppose, or edit any opinion or information provided by you or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other Authorized User. Nevertheless, Skillsoft reserves the right to delete or take other action with respect to Postings (or parts thereof) that Skillsoft believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to Skillsoft or its products, services, and goodwill. If you violate this TOS, Skillsoft may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Skillsoft Website. Moreover, it is a policy of Skillsoft to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Skillsoft as provided below.

11. PROPRIETARY RIGHTS.

This TOS provides only a limited license to access and use the Skillsoft Website. Accordingly, you expressly acknowledge and agree that Skillsoft transfers no ownership or intellectual property interest or title in and to the Skillsoft Website to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Skillsoft Website, unless otherwise indicated, are owned, controlled, and licensed by Skillsoft and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Skillsoft does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Skillsoft Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Skillsoft does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Skillsoft's trademarks. This Skillsoft Website is copyrighted. Copyright Skillsoft and/or its licensors. All rights reserved. Skillsoft also owns a copyright in the contents of the Skillsoft Website as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Skillsoft Website. Any downloadable or printable programs, directories, databases, information, or materials available through the Skillsoft Website and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Skillsoft. Skillsoft, the Skillsoft logo, and all other names, logos, and icons identifying Skillsoft and its programs, products, and services are proprietary trademarks of Skillsoft, and any use of such marks, including, without limitation, as domain names, without the express written permission of Skillsoft is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.

For a complete list of trademarks, please refer to Trademarks.

12. FEEDBACK AND SUBMISSIONS.

Skillsoft welcomes your feedback and suggestions about Skillsoft's products or services or the Skillsoft Website. By transmitting any suggestions, information, material, or other content (collectively, "feedback") to Skillsoft, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Skillsoft and enable Skillsoft to use such feedback. In addition, any feedback received through the Skillsoft Website will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Skillsoft to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.

13. LINKS TO OTHER SITES.

Skillsoft may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Skillsoft and are maintained by third parties over which Skillsoft exercises no control. Accordingly, Skillsoft expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

14. THIRD-PARTY PRODUCTS/SERVICES.

Skillsoft, in its sole discretion, may post the advertisements of third parties on the Skillsoft Website and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Skillsoft's members. Skillsoft makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Skillsoft Website are solely between you and such third party. Accordingly, Skillsoft expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Skillsoft Website, and you agree that Skillsoft shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Skillsoft Website.

15. DISCLAIMER.

WHILE SKILLSOFT ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE SKILLSOFT WEBSITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. SKILLSOFT IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE SKILLSOFT WEBSITE. MOREOVER, SKILLSOFT MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SKILLSOFT WEBSITE OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE SKILLSOFT WEBSITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SKILLSOFT WEBSITE. SKILLSOFT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SKILLSOFT WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. SKILLSOFT ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SKILLSOFT WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

16. LIMITATION OF LIABILITY.

You expressly absolve and release Skillsoft from any claim of harm resulting from a cause beyond Skillsoft's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL SKILLSOFT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SKILLSOFT WEBSITE, WITH THE DELAY OR INABILITY TO USE THE SKILLSOFT WEBSITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE SKILLSOFT WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SKILLSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF SKILLSOFT FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SKILLSOFT WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SKILLSOFT IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.

17. INDEMNITY.

You agree to defend, indemnify, and hold harmless Skillsoft and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you of this TOS.

18. NOTICE OF SECURITY BREACH.

In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Skillsoft, you shall immediately (i) notify Skillsoft of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by this TOS at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform Skillsoft of the results of such investigation, (c) assist Skillsoft using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Skillsoft as reasonably necessary to enforce Skillsoft's rights and to enable Skillsoft to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.

19. GOVERNING LAW.

This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of New York, U.S.A. as applied to agreements entered into and completely performed in the State of New York. You and Skillsoft each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of North Carolina for any disputes between us under or arising out of this TOS. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against Skillsoft must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Skillsoft makes no representation that the Skillsoft Website is appropriate or available for use in other locations outside the State of New York, and access to the Skillsoft Website from sates, territories, or nations where any aspect of the Skillsoft Website is illegal is prohibited. You access the Skillsoft Website on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Skillsoft Website. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Skillsoft if you wish to receive a printed copy of this TOS.

20. ENFORCING SECURITY ON THE SITE.

Actual or attempted unauthorized use of the Skillsoft Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Skillsoft reserves the right to view, monitor, and record activity on the Skillsoft Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Skillsoft Website. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Skillsoft Website as well as to disclosures required by or under applicable law or related government agency actions. Skillsoft will also comply with all court orders involving requests for such information. In addition to the foregoing, Skillsoft reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Skillsoft Website, or any portion of the Skillsoft Website, in order to protect the Skillsoft Website, Skillsoft, or Skillsoft's business.

21. TERM AND TERMINATION.

This TOS and your right to use the Skillsoft Website will take effect at the moment you click "I ACCEPT" or you install, access, or use the Skillsoft Website and is effective until terminated as set forth below. This TOS will terminate automatically if you click "I REJECT". In addition, Skillsoft reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny your access to the Skillsoft Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this TOS will also terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the Skillsoft Website, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Skillsoft Website in your possession. In addition to the miscellaneous section below, the provisions concerning Skillsoft's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOS for any reason.

22. MISCELLANEOUS.

You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Skillsoft, such injury would not be quantifiable in monetary damages, and Skillsoft would not have an adequate remedy at law. You therefore agree that Skillsoft shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, you hereby waive any requirement that Skillsoft post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Skillsoft to enforce any provision of this TOS. The parties agree that this TOS is for the benefit of the parties hereto as well as Skillsoft's licensors. Accordingly, this TOS is personal to you, and you may not assign your rights or obligations to any other person or entity without Skillsoft's prior written consent. You agree that Skillsoft may assign any rights, duties or benefits under this TOS or then entire TOS to any of its subsidiaries or affiliates at any time without notice. Failure by Skillsoft to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by Skillsoft of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Skillsoft as result of this TOS or your utilization of the Skillsoft Website. Headings herein are for convenience only. This TOS, along with the Skillsoft's Privacy Policy, represents the entire agreement between you and Skillsoft with respect to use of the Skillsoft Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Skillsoft with respect to the Skillsoft Website.