Terms and Conditions

OMNISSA’S LAB STOREFRONT SUBSCRIPTION

PURCHASE TERMS AND CONDITIONS (“Agreement”)

Last Updated and Effective as of: April 10, 2025 (“Effective Date”)

This storefront (“Storefront”) is operated by Hands-On Learning Solutions LLC d.b.a. Skillable (“Skillable”) to enable you to purchase license-based subscriptions to Omnissa, LLC’s labs and other content (collectively, “Labs”) that provide hands-on learning experiences to help you develop and validate technical and digital skills.

IMPORTANT. PLEASE READ THIS AGREEMENT BEFORE COMPLETING YOUR SUBSCRIPTION PURCHASE. YOU ACKNOWLEDGE AND AGREE THAT, BY COMPLETING YOUR SUBSCRIPTION PURCHASE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS BELOW, PLEASE DO NOT COMPLETE YOUR SUBSCRIPTION PURCHASE. You may complete your subscription purchase only if you (i) have reached the age of majority in your jurisdiction, (ii) can enter into a binding agreement with Skillable, (iii) are not 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 Targetsand, and (iv) are not located in (x) any country prohibited by the government trade restrictions or other applicable or similar laws of the United States or the United Kingdom, and/or (y) Belarus, Cuba, Iran, North Korea, Russia, Syria, Sudan, and the Crimea, Donetsk, Russian Federation, or Luhansk regions of Ukraine. If you accept or agree to this Agreement on behalf of a company (“Representative”), you represent and warrant that you have the authority to enter that company into and bind such company to this Agreement. The terms “you” and “your” as used herein refer to, as applicable, the individual accepting this Agreement on your own behalf, or the company that Representative is entering into this Agreement.

Subscription Purchase. In order to complete your subscription purchase, you will need to either log into or create a Storefront account. After you complete your subscription purchase, Skillable will send you an enrollment key for the Labs that you subscribed to. Each End User (defined below) will need to create a Skillable Training Management System account (“TMS Account”) or log into their existing TMS Account to access subscribed Labs. For more information, please click here. Subscription purchases are non-refundable as further set forth in Section 3 below.

License. You subscription purchase entitles you and/or your authorized end users (“End Users”) to a limited, nonexclusive, nontransferable license to access and use the Labs on Skillable’s cloud based learning platform (“Platform”) located at https://omnissalabs.com for the duration of your subscription, only for your and/or End Users’ internal, personal training, and educational purposes, subject to the applicable end user license agreement (“EULA”). Such license and use of the Labs is subject to and expressly conditioned on your and each End User’s full compliance with the terms and conditions herein, the EULA, any posted Storefront policies, and all applicable copyright, trademark, and other intellectual property rights laws. For the avoidance of doubt, neither you nor any End User obtains any ownership or other rights in the Labs, except the limited usage rights granted to you in the EULA. Each subscription license will permit the End User access to the Lab up to the maximum number of times pursuant to the terms of the subscription set forth in the Storefront and/or Platform. A subscription license may not be utilized by or assigned to another End User once the original End User has launched the Lab. All intellectual property rights in the Storefront are owned by Skillable, its subsidiaries, affiliates, and/or its licensors.

No Unlawful or Prohibited Use. As a condition of your use of the Storefront, you represent and warrant that you neither you nor any End User will use the Storefront for any purpose that violates applicable laws, governmental regulations, treaties, directives, and/or ordinances (collectively, “Applicable Laws”) or any other terms that apply to use of the Storefront, or is prohibited by this Agreement. Neither you nor any End User may (a) use the Storefront in any manner that could damage, disable, overburden, or impair any Skillable and/or any of its third party service provider’s server(s) (collectively, “Server”), or the network(s) connected to any Server, or interfere with any customer's use and enjoyment of the Storefront, (b) attempt to or gain unauthorized access to the Storefront, any other account, computer system or network connected to any Server or to the Storefront, through hacking, password mining or any other means, (c) attempt to or obtain any content, materials, and/or information through any means not expressly made available through the Storefront, (d) use the Storefront in any manner that infringes and/or misappropriates the rights of third parties, including willfully harming a person or entity, including any Skillable Entity (defined in Section 7 below), and/or (e) distribute, publish, license, or sell any subscriptions, products, information, or services obtained from the Storefront.

Fees, Charges, and Payment. (a) For each Lab subscription, you will pay Skillable for all subscription license fees and stated charges at the time of your purchase in the currency indicated by us. We will bill your Payment Method (defined below) for all such fees and charges in connection with each subscription. If Skillable agrees to your request to send an invoice to a third party on your behalf, such third party will pay the invoice timely, and if such party does not pay the invoice timely, you will immediately pay all such amounts. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE THE PAYMENT METHOD(S) PROVIDED IN CONNECTION WITH YOUR SUBSCRIPTION PURCHASE FROM THE STOREFRONT. (b) To complete your subscription purchase, you may be required to supply information relevant to your purchase, including information about your Payment Method, such as your credit card number, expiration date, and billing address. By submitting such information, you grant to Skillable the right to provide such information to its third parties service providers to complete the purchase. Verification of information may be required prior to the acknowledgment or completion of any purchase. (c) All payments of subscription license fees and charges, and any other fees and/or charges are non-refundable and Skillable’s property. Any dispute about fees and charges to your account(s) must be submitted to Skillable in writing within 30 days of the date you incurred such fees and charges, otherwise you waive such dispute, and such fees and charge will be final and not subject to challenge. If you fail to make any payment as set forth herein, you agree to pay all reasonable expenses incurred by Skillable in collecting such payment, including attorneys’ fees. Fees and charges do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you, and are in addition to any amounts due to Skillable in connection with this Agreement.

Payment Method and Authorization. When you provide Skillable with a method of payment such as a credit card, charge card, or debit card (“Payment Method”), you authorize Skillable to bill your Payment Method to pay for your subscription license fees and other charges, including recurring payments for additional subscriptions you enter into. The terms of your Payment Method are determined by an agreement(s) between you and your financial institution. You agree to keep your Payment Method information on file with Skillable current (such as your address, card or account number, and expiration date, if any), and you also authorize us to update your Payment Method information with data we obtain from your financial institution, the issuer of your credit card or charge card, or from MasterCard or Visa. In addition, you authorize Skillable to retain your Payment Method information until you revoke this authorization in accordance with Skillable’s procedures. Any revocation by you of this authorization will become effective if your Payment Method is a credit or charge card, when all fees and charges for your subscriptions have been fully paid for. Your revocation of this authorization will have no effect on your liability for the fees and charges you incurred in connection with the subscription(s) you enrolled in prior to such revocation.

Privacy.

(a) Each party to this Agreement agrees that it will at all times act in accordance with applicable laws, governmental regulations, treaties, directives, and ordinances (collectively, “Applicable Laws”) concerning the security and privacy of personal data and information.

(b) To the extent that you are purchasing the Labs for use by one or more other individuals as End Users, then the processing of the personal data and information of such End User(s) shall in addition be governed by Skillable’s Data Processing Addendum (“DPA”), as amended by Skillable from time-to-time, which is available at https://www.skillable.com/data-processing-addendum/, and is hereby incorporated by reference into this Agreement. In such circumstances, you hereby acknowledge and agree that you are responsible for obtaining, maintaining, and evidencing a lawful basis for the processing of your and each End User’s personal data and information hereunder, and making all necessary disclosures and filings required of you in your capacity as a data controller or business. You will advise Skillable if any your or any End User’s personal data or information becomes or is subject to any Applicable Law that imposes additional or different requirements on such processing and/or protection. In that case, the parties will discuss in good faith and incorporate into this Agreement in writing the amendments or additions required in order to permit your and each End User’s personal data and information to be or continue to be provided to and processed and accessed by Skillable for purposes herein.

(c) To extent that you are the only End User of your subscription purchase, then you acknowledge that your personal data and information will be processed by Skillable in accordance with Skillable’s Privacy Policy, as amended by Skillable from time-to-time, which is available at: https://www.skillable.com/company/legal-and-security/privacy/, and as further set forth in the EULA.

(d) In any event, you are responsible for maintaining the confidentiality of your TMS Account and password, and are fully responsible for all activities that occur under your TMS Account. You will immediately notify Skillable in writing of any unauthorized use of your TMS Account, or any other breach of security, and ensure that you exit from your TMS Account at the end of each session. Notwithstanding anything to the contrary herein, Skillable may disclose this Agreement, the existence of this Agreement, and/or personal information of you and/or any End User as required by Applicable Law or by order of a judicial or administrative body.

Indemnity. You will indemnify, defend and hold harmless Skillable and its subsidiaries, affiliates, licensors, and its and their partners, officers, directors, shareholders, managers, members, employees, consultants, agents, and third parties service providers (collectively, “Skillable Entities”) from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with (a) your breach of this Agreement, (b) your and each End User’s (i) access and/or use of the Platform and Labs, and/or (ii) violation of Applicable Law and/or the rights of any third party, and/or (c) any content, information, or data you submit, post, transmit, modify or otherwise make available to Skillable. You are solely responsible for defending all Claims against each Skillable Entity, subject to such Skillable Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, resulting from all Claims against each Skillable Entity, provided that you will not agree to any settlement that imposes any obligation or liability on any Skillable Entity without its prior express written consent.

Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LABS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY KIND, AND THE SKILLABLE ENTITIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, AND/OR GUARANTEES, AND ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied or express warranties, so the above disclaimers may not apply to you.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY OTHER LIMITATION IN THIS AGREEMENT, THE SKILLABLE ENTITIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE SUBSCRIPTION PURCHASE, INCLUDING ANY LAB USAGE, EVEN IF THE SKILLABLE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN, THE MAXIMUM LIABILITY OF THE SKILLABLE ENTITIES, UNDER ANY CAUSE OF ACTION OR THEORY, IS $250.

Term; Termination; Suspension; Survival. You may continue to access and use the Labs for the period of time that is covered by your paid subscription license fees. Notwithstanding anything to the contrary in this Agreement, Skillable may immediately suspend, impose restrictions, or terminate your and each End User’s access to and use of the Labs at any time without written notice if Skillable: (a) determines that your use of the Labs causes or may cause harm or liability, whether legal, financial, reputational or otherwise, to other Platform users, a third party, or any of the Skillable Entities; (b) is legally obligated to do so; (c) is required to do so in connection with a technical and/or security issue; or (d) determines that you are in breach of this Agreement and fail to cure such breach within seven (7) days of receiving written notice (email or notice via the Platform acceptable). None of the Skillable Entities will have any liability to you, any End User, or any third party for any termination of this Agreement, or access to the Labs, pursuant to this Section. Unless required by Applicable Law, Skillable will have no obligation to retain your or End User data, and may delete or destroy such data after any termination or expiration of this Agreement. You will not be entitled to receive a refund for any subscription fees and charges paid, in whole or part, if this Agreement is terminated by either party. Upon any termination hereunder, all accrued but unpaid subscription fees and charges will be due and payable. The provisions of this Agreement which are expressly or impliedly intended to survive the termination or expiration of the term of your subscription will survive such termination or expiration, including the defined terms, Sections 4 and 5 (each to the extent of unpaid subscription fees and charges), and Section 6 through 15.

Choice of Law; Venue. The rights and obligations of you, End Users, and the Skillable Entities, and all interpretations and performance of this Agreement are governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts/choice of laws principles. You, End Users, and Skillable agree to submit to the exclusive jurisdiction of the state and 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.

Assignment. This Agreement and any rights or obligations hereunder, including your subscription, may not be assigned, sublicensed or otherwise transferred by you, whether by a change of control or by operation of law, without the prior written consent of Skillable, which will not be unreasonably withheld. Notwithstanding the foregoing, you may permit each of your End Users to use the subscription you purchased. Any assignment, attempted assignment, or transfer in violation of this Section will be void and of no force or effect. Skillable and its subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time-to-time this Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity.

Enforceability of This Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, or is otherwise invalid or enforceable, you and Skillable agree that the court, or you and Skillable, as applicable, should endeavor to give effect to Skillable’s intentions as reflected in the provision, and if not given effect, will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions of this Agreement, which remain in full force and effect.

Miscellaneous. This Agreement, including any agreement and/or terms expressly incorporated by reference herein, and the subscription product terms set forth in the Storefront and/or Platform, constitute the entire agreement between the parties, and govern your subscription purchase, and supersedes any prior and/or contemporaneous written and/or oral agreement, discussion, communication, or representation between the parties relating to the Labs (including any additional, different, or conflicting terms on any of your forms, emails, purchase orders, or papers). Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by you or on your behalf with respect to or relating to the Labs, may be used by the Skillable Entities without compensation or attribution to you, and in connection therewith, you grant Skillable a perpetual, irrevocable, fully paid-up, unrestricted right and license to use any or all of the foregoing for any lawful purpose. Only a written instrument specifically waiving compliance that is executed by whichever party is entitled to waive such compliance may waive any term and/or condition of this Agreement. No waiver by either party of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. Except for your subscription license fee(s), charges, and any other payment obligations, neither party will have any liability under this Agreement by reason of any failure or delay in the performance of the applicable party’s obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet, network and/or electrical outages, computer viruses, cyber-attacks, pandemics (including COVID-19), endemics, acts of God, war, governmental action, malicious acts of a third party, or any cause that is beyond the applicable party’s reasonable control. The parties are independent contractors and nothing in this Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Except as expressly set forth herein, this Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the Skillable Entities are third-party beneficiaries to this Agreement, and will be entitled to directly enforce, and rely upon, any provision herein which confers a benefit on, or rights in favor of, them. The headings in this Agreement are for convenience only and have no legal or contractual effect. As used in this Agreement, the words “herein” or “hereof” mean this Agreement, “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will”, “shall”, and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions herein apply both to their singular and plural forms, as the context may require.

Electronic Signatures Effective. By clicking on the “I Agree” box or a similarly named box, or otherwise expressly agreed to in this Agreement, you create an electronic signature to this Agreement, establishing a valid and binding agreement between the parties. Therefore, you agree to accept this Agreement, and any other agreement contained or referenced herein. In addition, you agree that we may supply you a copy of this Agreement in electronic form. Please print or save a copy of this Agreement for your records. You also may choose to receive a copy of this Agreement in non-electronic form at any time by sending a letter and self-addressed, stamped envelope to us at: Hands-On Learning Solutions LLC d.b.a. Skillable, located at 7143 State Road 54, #153, New Port Richey, FL 34653.

You may choose to withdraw your consent to receive this Agreement in electronic form. Withdrawing your consent to receive this Agreement in electronic form does not change your existing obligations to Skillable under this Agreement. Instead, withdrawing your consent means that you wish to have your relationship with Skillable governed by a non-electronic form of this Agreement. If you wish to withdraw your consent to receive this Agreement in electronic form and to instead enter into a non-electronic form of this Agreement, please send a letter and self-addressed, stamped envelope to us at: Hands-On Learning Solutions LLC d.b.a. Skillable, located at 7143 State Road 54, #153, New Port Richey, FL 34653. Skillable then will send you a non-electronic form of this Agreement. Your withdrawal of consent will become effective when Skillable mails you a copy of the non-electronic form of this Agreement, at which point your relationship with Skillable will be governed by the terms of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form of this Agreement, prior to the effective date of the withdrawal of your consent, will remain unchanged until they are fully satisfied by you.

In order to access and retain the electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based and/or mobile content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer, mobile phone, or other access device). Skillable will use commercially reasonable efforts to notify you of any material changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.

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