Privacy Notice for Individual Subscribers &
License Agreement for Individual and Team Subscriptions

Please read the following Privacy Notice and License Agreement carefully to learn which document(s) govern your use of the Skillsoft Product(s) and/or how Skillsoft handles the personal data you share with us. By electronically acknowledging the terms of these documents, you are agreeing to these terms and conditions.

PRIVACY NOTICE FOR INDIVIDUAL SUBSCRIBERS

Last Updated: APRIL 5, 2021

1. Important Information & Who We Are

2. The Data We Collect About You

3. How Is Your Personal Data Collected?

4. How We Use Your Personal Data

5. Disclosures of Your Personal Data

6. International Transfers; Privacy Shield

7. Data Security

8. Data Retention

9. Your Rights in Your Personal Data

10. Glossary

Introduction

Skillsoft Corporation is a wholly-owned subsidiary of Skillsoft Limited and is the entity that owns and controls the Skillsoft Product(s) (defined below) you are using. Skillsoft Limited and its subsidiaries and affiliates (“Skillsoft”) respect your privacy and are committed to protecting your personal data.

This privacy notice will inform you about how we look after your personal data:

· when you use the learning programs and services through Percipio (the “Skillsoft Product(s)”) and the online environments that Skillsoft uses to deliver the Skillsoft Product(s) (collectively, the “Sites”);

· visit our Sites (regardless of where you visit them from);

· handle your personal data in connection with the Skillsoft Product(s); and

· tell you about your privacy rights and how the law protects you.

Your use of the Skillsoft Product(s) is governed by the terms of the License Agreement you entered into when you created your account.

IF YOUR ACCESS TO SKILLSOFT PRODUCT(S) IS PROVIDED ACCORDING TO A “TEAM” SUBSCRIPTION OR “ENTERPRISE” OR BUSINESS-TO-BUSINESS (“B2B”) AGREEMENT WITH SKILLSOFT (EACH, A “B2B CUSTOMER”), THIS PRIVACY NOTICE DOES NOT APPLY TO YOU OR YOUR USE OF SKILLSOFT PRODUCT(S).

IF YOU ARE A TEAM, ENTERPRISE or B2b USER AND HAVE QUESTIONS ABOUT PRIVACY OR PERSONAL DATA IN CONNECTION WITH YOUR ACCESS TO, AND USE OF, THE SKILLSOFT PRODUCT(S), PLEASE CONTACT YOUR EMPLOYER ABOUT THEIR RESPECTIVE PRIVACY POLICIES GOVERNING THE PRIVACY AND PERSONAL DATA.

References to “Skillsoft,” “we,” or “us” herein refer to Skillsoft Ireland Limited and/or its affiliates, subsidiaries, and designees as deemed appropriate by Skillsoft. Individuals who are authorized to use the Sites either directly or as an authorized user of a Customer or Reseller are referred to herein as “Users” or “you.”

This privacy notice also describes your choices regarding use, access and correction of your personal data. This privacy notice is provided in a layered format so you can click the numbered links (above) to the specific areas of interest (below). Please also use our Glossary at Section 10 for definitions of some of the terms used in this privacy notice.

1. Important Information & Who We Are

This privacy notice aims to give you information on how Skillsoft collects and processes your personal data through your use of the Skillsoft Product(s), including any personal data you may provide through the Skillsoft Product(s) or Sites when you create an account.

The Skillsoft Product(s) are not intended for children and we do not knowingly collect personal data relating to children.

Skillsoft is the entity that is the controller of, and responsible for, the personal data we collect in connection with the Skillsoft Product(s).

We have appointed a data protection officer (“DPO”) who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice or would like to exercise your rights in your personal data, please fill-out our form or contact our DPO using the details set out below.

Contact Details
Please contact us: via e-mail at support@skillsoft.com, by telephone at (866) 754-5435, or by mail to: Skillsoft Corporation, Attn: Legal Department, 300 Innovative Way, Suite 201, Nashua, New Hampshire 03062, U.S.A. with any general questions about the Skillsoft Product(s).

The full contact details of our Data Protection Officer are:

Full name of legal entity:	Skillsoft Corporation
Title of DPO:	Data Protection Officer
Email address:	contactdpo@skillsoft.com
Postal address:	300 Innovative Way, Suite 201 Nashua, New Hampshire 03062, U.S.A.
Telephone number:	866-754-5435

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

Changes to this Privacy Notice and Your Duty to Inform Us of Changes
This version was last updated on April 5, 2021. As you may already be aware, significant changes to the data protection laws in the EU, as well as the UK, went into effect on May 25, 2018, with similar changes having gone into effect for Californians on January 1, 2020.

This privacy notice outlines, or provides mechanisms for exercising, most of your rights under these legal frameworks including timelines for when you should expect to hear back from us.

We may update this privacy notice and its last updated date to reflect changes to our data governance practices. If we propose to make any material changes, we will notify you by means of a notice on this page prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

Third-party Links
The Skillsoft Product(s) may include links to third-party websites, code, and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave the Skillsoft Product(s), we encourage you to read the privacy notice of every website you visit.

2. The Data We Collect About You

Personal data, or personal information, means any information about an individual from which that person can be identified. We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

· Identity Data includes first name, last name, username or similar identifier, title, your employer.

· Contact Data includes business address, corporate or personal email address and telephone numbers.

· Technical Data includes internet protocol (IP) address, browser type and version, time zone setting and location, and versions, operating system and platform and other technology on the device(s) you use to access the Skillsoft Product(s).

· Usage Data includes information about how you use the Skillsoft Product(s).

· Marketing and Profile Data includes your interests and preferences in receiving marketing from us and select third parties, your communication preferences and survey responses.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.

We do not collect any Special Categories of Personal Data about you. Special Categories of Personal Data include details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data. Nor do we collect any information about criminal convictions and offences.

3. How Is Your Personal Data Collected?

We use different methods to collect personal data from and about you including through:

Direct interactions. You may share with us some of your Identity and Contact information by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you: inquire about our products or services; request marketing to be sent to you; enter a competition, promotion or survey; or give us some feedback.

Automated technologies or interactions. As you interact with the Skillsoft Product(s), we may automatically collect Technical information about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. Please learn more about the cookies we use and about setting your preferences at the Cookie Preferences at the bottom of this page.

Third parties or publicly available sources. We may receive analytics and advertising data about you from the sources listed below, as well as, other vendors and public sources. Please use the following links for more information about how these third parties collect and use personal data: Google

4. How We Use Your Personal Data

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

· Where we need to perform the contract we are about to enter into or have entered into with you.

· Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.

· Where we need to comply with a legal or regulatory obligation.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending our own or third-party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by checking or unchecking relevant boxes to adjust your marketing preferences or by following the “Unsubscribe” link in any marketing message sent to you.

Purposes For Which We Will Use Your Personal Data
We have set out below, in a table format, a description of all the ways we may use your personal data, and on which lawful basis, or bases, we rely to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data.

Purpose/Activity	Type of data	Lawful basis for processing including basis of legitimate interest
To register you as a new customer or contact	(a) Identity (b) Contact	Performance of a contract with you
To manage our relationship with you which will include: (a) Notifying you about changes to our terms or privacy policy (b) Asking you to leave a review or take a survey	(a) Identity (b) Contact (c) Marketing and Profile	(a) Performance of a contract with you (b) Necessary to comply with a legal obligation (c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)
To administer and protect our business and the Skillsoft Product(s) (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)	(a) Identity (b) Contact (c) Technical	(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganization or group restructuring exercise) (b) Necessary to comply with a legal obligation
To deliver relevant content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you	(a) Identity (b) Contact (c) Usage (d) Marketing and Profile (e) Technical	Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve the Skillsoft Product(s), products/services, marketing, customer relationships and experiences	(a) Technical (b) Usage	Necessary for our legitimate interests (to define types of customers for our products and services, to keep the Skillsoft Product(s) updated and relevant, to develop our business and to inform our marketing strategy) To improve your experience in furtherance of our legitimate interests (or where needed, with consent), including through the use of automated systems that analyze data using machine learning and other analytic techniques
To make suggestions and recommendations to you about goods or services that may be of interest to you	(a) Identity (b) Contact (c) Technical (d) Usage (e) Marketing and Profile	Necessary for our legitimate interests (to develop our products/services and grow our business)

Marketing
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established an Email Preference Center where you can view and make certain decisions about your personal data. If you have any other questions about this privacy notice or would like to exercise your rights in your personal data, please fill-out our form or contact our DPO using the details set out above.

Promotional Offers from Us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you have requested information from us or purchased products or services from us or if you provided us with your details when you entered a competition or registered for a promotion and, in each case, you have not opted-out of receiving that marketing.

Third-Party Marketing
We will get your express opt-in consent before we share your personal data with any company outside the Skillsoft family of companies for marketing purposes.

Opting Out
You can ask us or third parties to stop sending you marketing messages at any time by checking or unchecking relevant boxes to adjust your marketing preferences or by following the “Unsubscribe” links on any marketing message sent to you.

Where you opt-out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.

Cookies
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of the Skillsoft Product(s) may become inaccessible or not function properly. To learn more about the cookies we use, please click the Cookie Preferences link at the bottom of this page.

Change of Purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

5. Disclosures of Your Personal Data

We may have to share your personal data with the parties set out below for the purposes set out in the table in Section 4 (How We Use Your Personal Data) above.

· Internal Third Parties as set out in the Glossary.

· External Third Parties as set out in the Glossary.

· Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.

· We may also disclose your personal data as required by law, such as to comply with a subpoena or other legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

6. International Transfers

We share your personal data within the Skillsoft family of companies. This will involve transferring your data outside the European Union, the United Kingdom, and Switzerland.

We ensure your personal data is protected by requiring all our group companies to follow the same rules when processing your personal data. These rules are binding company policies. Many of our external third parties are based outside the European Union, the United Kingdom, and Switzerland, so their processing of your personal data will necessarily involve a transfer of data outside the European Union, the United Kingdom, and Switzerland. Whenever we transfer your personal data out of the European Union, the United Kingdom, and Switzerland, we ensure a similar degree of protection is afforded to it by using specific contracts approved by the European Commission which give personal data the same protection it has in the European Union.

Useful Definitions under the GDPR
‘data subject’ means an identified or identifiable natural person	‘controller’ means the natural or legal person (e.g., a corporation)… which, alone or jointly with others, determines the purposes and means of the processing of personal data	‘processor’ means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller	‘personal data’ means any information relating to a data subject who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that data subject

7. Data Security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions, and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. Data Retention

We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

In some circumstances you can ask us to delete your data, see, “Request erasure” (below) for further information.

In some circumstances we may aggregate your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

9. Your Rights in Your Personal Data

Under certain circumstances, you have rights under data protection laws in relation to your personal data. If you wish to exercise any of these rights set out below, please fill-out our form and help us help you by specifying which right(s) outlined below you are asserting.

· Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.

· Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

· Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.

· Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

· Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

· Request transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

No Fee Usually Required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request for these or other legitimate reasons.

What We May Need From You
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time Limit To Respond
We try to respond to all legitimate requests within one month of our receiving them. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests.

Rights for California Residents
Certain rights outlined above may be available to you if you reside in California. Please review our California Privacy Notice to learn more about your rights and how to exercise them.

10. GLOSSARY

Lawful Basis means the interest of our organization in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted by law).

Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.

Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.

Internal Third Parties means other companies in the Skillsoft Family including the following entities that provide the following services:

Entity	Location	Services Provided
Skillsoft Corporation	300 Innovative Way, Suite 201 Nashua, NH 03062 USA	Skillsoft SaaS; Sales & Marketing
Skillsoft UK Limited	Compass House, 2nd Floor 207-215 London Road Camberley GU15 3EY United Kingdom	Sales & Marketing
Skillsoft Digital (France) SAS (f/k/a Vodeclic SAS)	102-116, rue Victor Hugo 92300 Levallois-Perret France	Sales & Marketing
Skillsoft Canada, Ltd.	20 Knowledge Park Drive Fredericton, NB E3C 2P5 Canada	Support for Skillsoft SaaS
SumTotal Systems, LLC	300 Innovative Way, Suite 201 Nashua, NH 03062 USA	SumTotal SaaS
SumTotal Systems India LLC	7th Floor, Maximus Towers Building 2B, Mindspace Raheja IT Park Cyberabad, Hyderabad Telangana – 500081 India	Support for SumTotal SaaS

External Third Parties include, but are not limited to: Google as further described in Section 3 (above).

LICENSE AGREEMENT FOR INDIVIDUAL
AND TEAM SUBSCRIPTIONS

THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between Skillsoft Corporation (“Skillsoft”) and you (you shall be referred to herein as “Customer”), and is effective as of the date of Customer’s electronic acknowledgement accepting the terms and conditions of this Agreement (“Effective Date”).

1. Products. Skillsoft grants to Customer the right to use the Skillsoft product(s) identified on Exhibit A attached hereto (the “Skillsoft Product(s)”). Such use shall be subject to the terms and conditions set forth herein.

2. Subscription. The Skillsoft Product(s) shall be made available to Customer on an automatically renewing monthly or annual subscription (as applicable) basis commencing on the Effective Date (the “Term”), and Customer hereby authorizes Skillsoft to charge a monthly or annual (as applicable) subscription fee to the credit card provided by Customer. Customer agrees that the Skillsoft Product(s) is being provided for individualized personal or up to maximum of 50-person Team use only. Subscriptions to Skillsoft Product(s) are non-refundable. If you cancel your subscription it will expire at the end of your current billing cycle. The Skillsoft Product(s) shall be provided by Skillsoft through Percipio. Customer may terminate the Term by written notice to Skillsoft. At the conclusion of the Term Customer shall cease all use of the Skillsoft Product(s).

3. Taxes. Customer shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this Agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If Customer fails to pay any applicable tax, then Skillsoft may pay such tax on Customer’s behalf and seek reimbursement from Customer.

4. License Terms.

Subject to the restrictions stated in this Agreement, Skillsoft grants to Customer, and Customer accepts, a non-exclusive, non-transferable license (without the right to sublicense) for the Term, to access and use the Skillsoft Product(s) set forth therein in within the United States for personal training purposes only. Customer shall take all reasonable security precautions to ensure that only Customer accesses the Skillsoft Product(s).

All Skillsoft Products are the property of Skillsoft and/or its third-party publishers and/or licensors and are protected by copyright and other laws relating to proprietary rights. Except for the limited license rights granted to Customer above, the terms of this license do not convey any ownership or other rights of any kind to Customer in or to the Skillsoft Product(s), and Skillsoft reserves all rights not expressly granted to Customer herein. During the Term, Customer shall have the right to receive any corrections, enhancements, or other modifications as made commercially available to all Skillsoft customers licensing the same Skillsoft Product(s).

Customer shall not (a) reproduce, distribute, sell, sublicense, or otherwise make available the Skillsoft Product(s), or any part thereof, to any third party; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Skillsoft Product(s), or any part thereof; (c) modify, translate, adapt, alter, or create derivative works (as defined under the United States copyright laws) based upon the Skillsoft Product(s) or any part thereof; (d) remove any proprietary notices, labels, or trademarks, or service marks on any Skillsoft Product(s); (e) merge the Skillsoft Product(s), or any component thereof, with another program; (f) use the Skillsoft Product(s), or any component thereof, for any purposes other than those explicitly stated in this Agreement; or (g) have any right to any source code for the Skillsoft Product(s). Customer further agrees that Customer is solely responsible for the content of all visual, written, or audible communications made by Customer or its Authorized Audience using the Skillsoft Product(s).

5. Right to Suspend; Rename.

A. Skillsoft reserves the right to suspend Customer’s access to the Skillsoft Product(s) should Skillsoft determine, in its sole discretion, that Customer has violated the terms of this Agreement, including but not limited to Customer’s failure to pay the subscription fees.

B. Skillsoft reserves the right to change or modify, in its sole discretion, the name of any Team site or corresponding URL if it is comprised of a brand name, a company name, a registered trademark, profanity or other offensive terminology.

6. Warranties. Skillsoft represents and warrants that it has the right to allow Customer to use the Skillsoft Product(s) in accordance with the provisions of this Agreement. EXCEPT AS PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SKILLSOFT MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE COURSEWARE, WHETHER WRITTEN, ORAL, EXPRESSED, OR IMPLIED. SKILLSOFT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, AND NOT IN LIMITATION OF FOREGOING, SKILLSOFT DOES NOT WARRANT THAT ANY SKILLSOFT PRODUCT(S) WILL MEET CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR FREE.

7. Termination. Either party may cancel this Agreement (a) upon written notice to the other party, if the other party commits a material breach which it fails to cure within thirty (30) days of receipt of written notice of such breach; or (b) immediately if a party has a receiver appointed, or an assignee for the benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due by such party, except as may be prohibited by applicable bankruptcy laws. If either party terminates this Agreement pursuant to (a) or (b) above, then such party reserves the right to pursue any and all rights and remedies available to it under applicable law, including, in the case of Skillsoft, collection of fees. In addition, Customer may terminate this Agreement in accordance with the online cancellation procedures provided by Skillsoft. Upon expiration or termination of the License Term, Customer will delete any copies of the Skillsoft Products or Skillsoft intellectual property from its computer(s) or server(s) and destroy (and certify as destroyed) or return to Skillsoft all such copies.

8. Skillsoft LMS Shut Down and Return/Deletion of Customer Data. Effective thirty (30) days after the termination or expiration of this Agreement, Skillsoft shall have the right to shut down any and all Customer-specific Skillsoft LMS site(s). If Customer requests Customer Data within 30 days of such termination or expiration, Skillsoft will make available to Customer an electronic copy of the Customer Data, however, any additional formatting or other work involving Customer Data shall be subject to an additional fee at Skillsoft’s then-current rates. After such 30-day period, Skillsoft shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control, in accordance with Skillsoft’s internal policies. Skillsoft will not provide copies or extracts of Customer Data unless all amounts due and owing, including any subscription fees, or any other fee or charge associated with Customer’s use of the Skillsoft Products and/or services, have been paid by Customer.

9. Indemnities.

Skillsoft, at its expense, shall indemnify, defend, and hold Customer harmless from and against all claims, damages or other liabilities asserted by or payable to a third party that a Skillsoft Product infringes upon a patent, copyright, trademark, or trade secret of said third party in the United States (each, a “Product Claim”).

Customer, at its expense, shall indemnify, defend, and hold Skillsoft harmless from and against all claims, damages, or other liabilities asserted by or payable to a third party arising out of or in connection with any property, information, software, documentation, or materials provided to Skillsoft by Customer or that Skillsoft hosts on any Skillsoft Product(s) as requested by Customer (each, a “Customer Content Claim”). For the avoidance of doubt, Skillsoft assumes no liability whatsoever for any claims arising from any property, information, software, documentation, or materials provided to Skillsoft by Customer or that Skillsoft hosts on any Skillsoft Product(s) as requested by Customer.

In order to seek or receive indemnification pursuant to the provisions of this Section 9, (i) the party seeking indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) in writing after receiving notice of any Product Claim or Customer Content Claim (a “Claim”); (ii) the Indemnifying Party shall have sole control of the defense of any action on such Claim and all negotiations for its settlement or compromise; and (iii) the Indemnified Party shall cooperate reasonably with the Indemnifying Party in the defense, settlement, or compromise of such Claim at the Indemnifying Party’s expense. The Indemnifying Party shall not be responsible for the expenses, including attorney’s fees, of the Indemnified Party incurred after the Indemnifying Party assumes defense of a Claim, but the Indemnified Party may participate therein and retain counsel at its own expense. The Indemnifying Party will not be responsible for any settlement or compromise of any Claim made by the Indemnified Party without the Indemnifying Party’s written consent. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise affecting the Indemnified Party, to the extent that the judgment, settlement, or compromise requires the admission of liability, fault, or wrongful act or conduct on the part of the Indemnified Party, and/or otherwise involves more than the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party.

10. Limitation of Liability.

Neither party shall be liable for any consequential, collateral, special, incidental, indirect, exemplary, or punitive damages, including, without limitation, loss of profits or revenue, loss of use, damage, loss or destruction of data, costs of cover, or costs of delay, however caused and based on any theory of liability, for any claims or causes of action arising out of or related to this Agreement or its subject matter. These limitations will apply even if a party has been informed of the possibility of such damages or any other liability which cannot be excluded or limited by law.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF ANY CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE), UNDER THIS AGREEMENT OR ARISING OUT OF OR RESULTING FROM CUSTOMER’S USE OF ANY SKILLSOFT PRODUCT(S) EXCEED THE LICENSE FEES PAID OR PAYABLE UNDER THIS AGREEMENT WITH RESPECT TO SUCH SKILLSOFT PRODUCT(S).

The limitations of liability set forth in (a) and (b) above shall not apply to (i) the parties’ respective indemnification obligations under this Agreement; (ii) damages arising out of or in connection with Customer’s breach of Section 4 of this Agreement; or (iii) any damages arising out of or in connection with Customer’s misappropriation of Skillsoft’s intellectual property rights.

11. Confidentiality. Each party agrees that it shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. For the avoidance of doubt, the Skillsoft Products shall be considered the confidential information of Skillsoft. All confidential information provided by a party hereto shall be used by the other party solely in furtherance of this Agreement and shall not be disclosed to any third party without the prior consent of the disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed pursuant to any judicial or administrative process or otherwise by applicable law. The recipient of confidential information shall immediately notify the other party of any actual or suspected unauthorized disclosure of the other party’s confidential information. The parties agree that a breach or threatened breach of this Section 11 would result in irreparable harm to the non-breaching party, which breach would be inadequately compensated by money damages. Accordingly, the non-breaching party may, in addition to any other legal remedies that may be available, seek injunctive relief, including without limitation preliminary injunctive relief, prohibiting or enjoining any such actual or threatened breach of this Section 11. The parties agree that the non-breaching party will not be required to post a bond in seeking such injunctive relief.

12. Compliance with Law. Each party will comply with all applicable laws and regulations in performing its obligations hereunder, including, without limitation, all U.S. and/or EU export regulations. Contractor Services licensed under this Agreement are Commercial Computer Software under United States Federal Government Acquisition Regulations and agency supplements thereto. Contractor Services are provided to the federal government and its agency only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial software developed at private expense and not in the public domain. The use, duplication or disclosure by the government is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software at DFAR 252 227-7013. Unless exempt, Skillsoft shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. If applicable, Skillsoft shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. Notwithstanding any other provision of this Agreement, Customer agrees that Skillsoft, in its sole discretion, may take such actions as it deems necessary to remedy a breach of any provision in this Section 12. Each party hereby agrees to indemnify and hold harmless the other party and its respective officers, directors, employees, agents, and affiliates from and against any and all claims, actions, demands, liabilities, penalties, fines, fees, costs, or expenses, including reasonable attorneys’ fees, arising out of or in connection with a party’s breach of this Section 12.

13. Data Protection for Team Subscriptions. As between Customer with a Team subscription and Skillsoft, the parties acknowledge and agree that in the performance of this Agreement, Skillsoft is the processor, and Customer is the controller of the data of the Customer which relates to an identified or identifiable person (“personal data”). Skillsoft shall (i) only process such personal data, including with respect to Skillsoft’s use of subcontractors or sub-processors, for the purposes of providing the Customer as set forth in this Agreement, as otherwise authorized in writing by the Customer, or as required by applicable law, (ii) implement appropriate technical and organizational measures to protect such personal data, (iii) promptly notify the Customer of any incident in which the confidentiality, integrity or security of the personal data has been compromised, and (iv) collaborate with the Customer as required by applicable law or the Customer’s request to document the personal data, data subjects and processing activities related to the Skillsoft Product(s). In the event that a Customer transfers personal data that is subject to the General Data Protection Regulation (2016/679) to Skillsoft outside of the European Economic Area or the United Kingdom, or where otherwise agreed by the Customer and Skillsoft or required by applicable law, the Customer and Skillsoft agree that the standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (or any successor thereto), as applicable to Skillsoft and Skillsoft Product(s) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32010D0087&from=en shall be deemed automatically incorporated into this agreement and binding upon the Customer and Skillsoft, including their affiliates, unless an alternate data transfer arrangement authorized by applicable law is agreed by the Customer and Skillsoft. Skillsoft will comply with the Customer’s reasonable requests to furnish information regarding Skillsoft’s processing activities as is reasonably necessary to enable the Customer to verify that Skillsoft is complying with its obligations under this Agreement.

14. Governing Law and Venue. This Agreement shall be governed by the laws of the state of New Hampshire except its conflicts of laws rules. All claims, disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of New Hampshire, and each party to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts.

15. Notices. All notices given hereunder shall be in writing and delivered: (i) personal delivery; (ii) by registered or certified mail, postage prepaid, return receipt requested; (iii) by a nationally recognized overnight courier, or (iv) with respect to Customer, to the email address provided by Customer. A notice shall be deemed given on the date of receipt or refusal of receipt. Notices to Skillsoft shall be sent to:

Skillsoft Corporation

300 Innovative Way, Suite 201

Nashua, NH 03062

Attn: Contracts Dept. Admin

16. Assignment. This Agreement may not be assigned by Customer without the prior written consent of Skillsoft. Any purported transfer or assignment in violation of the foregoing shall be null and void and of no force and effect.

17. Survival. Any obligations which either expressly or by their nature are to continue after the termination or expiration of this Agreement shall survive and remain in effect.

18. No Third-Party Beneficiary. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third parties, nor will this Agreement be interpreted to convey any benefits or rights to any person except the parties hereto.

19. Publicity. Customer will be eligible to participate in Skillsoft's customer reference program which may include, but is not limited to, participation in customer case studies, press releases, collateral, and opportunities with media and industry analysts. Upon Customer’s written consent, Skillsoft may use Customer’s name in lists with other customers (including listing Customer's name on Skillsoft’s website). However, Skillsoft shall not use Customer’s name in any other promotional material (including, without limitation, online or print-based quotes, case studies, and video testimonials) without advance authorization from Customer. Except as set forth above, there shall be no public announcement of this Agreement or the relationship between the parties without mutual review and approval by both parties, except as part of required governmental filings, SEC filings, quarterly earnings announcements, and/or financial presentations.

20. Relationship of the Parties. The relationship of Skillsoft and Customer established by this Agreement is of licensor and licensee, each to constitute an independent contractor. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking. The parties understand and agree that, except as specifically provided in this Agreement, each party does not grant the other party the power or authority to make or give any agreement, statement, or other commitment on behalf of it.

21. Force Majeure. With the exception of payment obligations, a party shall not be liable to the other for any loss or damage resulting from any delay or failure of the Skillsoft Product(s), or any part thereof, or its ability to perform its obligations hereunder, in any respect, if such delay or failure is caused, in whole or in part, by events beyond its control. Such events include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorist acts, governmental actions, floods, earthquakes, epidemics, natural disasters, fires, and explosions.

22. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter thereof and its provisions shall take precedence over all prior and/or contemporaneous discussions, proposals, agreements, and/or nondisclosure agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by Customer and an authorized representative of Skillsoft. Any terms or conditions contained in any Customer purchase orders or other documents shall be void and of no force or effect. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of any such right or remedy. Waiver by either party of any default shall not waive any prior, concurrent, or subsequent defaults by the other party. If any provision herein is held invalid or unenforceable by a court of competent jurisdiction, then such provision shall, to the extent of such invalidity or unenforceability, be severed. All other provisions shall continue in full force and effect and shall be construed so as to best effectuate the intention of the parties in executing it. This Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.