SKILLMORE WEBSITE TERMS AND CONDITIONS OF USE

Last Modified: May 12 2023

These terms of use, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use") are entered into by and between You and Talent Mobility, LLC a Delaware limited liability company d/b/a Skillmore ("Skillmore” "We" “Our” or "Us"). These Terms of Use govern your access to and use of our website(s), including any content, functionality and services offered on or throughSkillmore.com (our "Sites").

SKILLMORE RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY THESE TERMS OF USE AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO OUR SITES. MATERIAL CHANGES WILL BE CONSPICUOUSLY POSTED ON OUR SITES OR OTHERWISE COMMUNICATED TO YOU. BY ACCESSING OR USING OUR SITES AFTER CHANGES ARE POSTED, YOU AGREE TO THOSE CHANGES.

THIS IS A BINDING AGREEMENT BETWEEN YOU AND THE SKILLMORE. BY ACCESSING OUR SITES, YOU AGREE ON BEHALF OF YOURSELF AND ANY ORGANIZATION THAT YOU REPRESENT (TOGETHER, “YOU”), THAT YOU AGREE TO THESE TERMS, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING TERMS: (1) DISCLAIMER OF WARRANTIES, (2) DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND (3) JURY AND A CLASS ACTION WAIVER.

1. Privacy Policy

• We may collect certain information about you when you access and use our Site. Our practices regarding the collection and use of data is described in our Privacy Policy. By using our Sites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

2. Content

• Our Sites, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, “Content”) are exclusively the property of Skillmore or, as applicable, Skillmore's affiliates, vendors, or licensors. Except for the rights expressly granted to you in these Terms of Use, Skillmore retains all other ownership rights in our Sites and Content, including all intellectual property rights.

3. Site Information

• We provide the information on our Sites for general, informational purposes. While we use good faith efforts to keep the information on our Sites accurate, we do not guarantee it is accurate, up-to-date, or applicable to you.

4. Account

• To use certain features of our Site, you may be required to complete a new user registration form to create a Skillmore account (“Account”). You will also be required to create a username and password. You are responsible for maintaining the confidentiality of your username and password. Do not share your username and password with any other person.

5. Offers

• We may offer certain services and products through our Sites. All offers set forth on this Site are void where prohibited and are subject to additional terms pertaining to the offers. The actual services and products may differ from those displayed or listed on our Sites, are subject to availability, availability may be limited in certain areas, and we may change services or products in our sole direction.

6. Use Rights

• You may only use our Sites and Content for your personal, non-exclusive use, so long as you comply with these Terms of Use, the Privacy Policy., all other terms posted throughout our Sites as applicable to you, and all applicable laws, rules, and regulations. You may only use our Sites and the Content for their intended purposes for which they are made available to you by Skillmore.

7. Use of Marks

• Skillmore owns certain trademarks, names, logos, insignia, or service marks (“Marks”). You do not have the right to use any Marks except as expressly agreed to in writing by Us. Our Sites may also contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms of Use grants to you any rights in or to those third-party marks or materials without such third party's consent.

8. Intellectual Property Rights

• Our Sites and Content are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Skillmore or any third party is strictly prohibited and may be fully prosecuted by law.

9. Compliance with Laws

• In connection with your access to and use of our Sites, you are responsible for complying with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.

10. Feedback and Other Content Submitted by You

• If you submit comments or feedback to us regarding our Sites or its Content, or any other comments, questions, requests, content, or information that is not personal information (“Feedback”), we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

11. Children's Information

• Our Sites is not directed at children under the age of eighteen (18) years old. If you are under eighteen (18) years old, you must immediately stop using our Sites.

12. Restrictions on Your Use of our Sites

The following actions violate these Terms of Use:

• You may not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of our Sites or Content without Skillmore's prior written consent.

• You may not use our Sites for unlawful purposes.

• You may not submit inaccurate, incomplete, or out-of-date information via our Sites, commit fraud or falsify information in connection with your use of our Sites.

• You may not engage in data mining or similar data gathering or extraction activities from our Sites. You may not use our Sites to harvest email addresses, names, or other information of the users of our Sites or to spam other users of our Sites.

• You may not access, use, or copy any portion of our Sites or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.

• You may not use our Sites to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses or malware.

• You may not engage in activities that aim to render our Sites or associated services inoperable or to make their use more difficult.

• You may not frame, mirror, or circumvent the navigational structure of any part of our Sites.

• You may not upload, distribute, transmit, or post anything to or through our Sites that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another without their written consent, or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.

• You may not upload, distribute, transmit, or post anything to or through our Sites that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another without their written consent, or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.

• You may not engage in any conduct while using our Sites that Skillmore considers inappropriate, unauthorized, or contrary to the intended purpose of our Sites.

13. NO WARRANTY

• OUR SITES AND CONTENT ARE PROVIDED ''AS IS,'' AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKILLMORE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO OUR SITES AND CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.

• SKILLMORE MAKES COMMERCIALLY REASONABLE EFFORTS TO PROVIDE ACCURATE AND RELIABLE CONTENT ON OUR SITES, BUT NEITHER ACCURACY NOR RELIABILITY ARE GUARANTEED. SKILLMORE DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF OUR SITES OR CONTENT. SKILLMORE DOES NOT WARRANT OR GUARANTEE THAT OUR SITES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN OUR SITES OR CONTENT WILL BE CORRECTED, OR THAT OUR SITES OR THE SERVERS THAT MAKE OUR SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS..

• THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR CONDITIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. LIMITATION OF LIABILITY

• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKILLMORE OR ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES. AGENTS OR PROFESSIONAL ADVISORS (COLLECTIVELY, THE ''SKILLMORE PARTIES'') BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH OUR SITES OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, OUR SITES OR CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A SKILLMORE PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

• YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING OUR SITES OR CONTENT.

• WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE SKILLMORE PARTIES' AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH OUR SITES OR CONTENT, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, OUR SITES OR CONTENT EXCEED $100 U.S.D., EVEN IF ANY REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.

• THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR LIMITATIONS OF LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. INDEMNIFICATION

• YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SKILLMORE PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT ARISE OUT OF OR IN CONNECTION WITH (A) YOUR VIOLATION OF APPLICABLE LAWS, (B) YOUR MISUSE OF OUR SITES OR ANY CONTENT, (C) YOUR BREACH OF THESE TERMS OR ANY OTHER TERMS ON OUR SITES, AND (D) YOUR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

16. Third-Party Websites and Content

• Our Sites may link to third-party websites or contain third-party content. We provide those links and this content as a convenience to visitors to our Sites. We are not responsible for examining or evaluating the content or accuracy of third- party websites linked through our Sites. Skillmore does not warrant or endorse any third-party website or content. When leaving our Sites, it is the applicable third-party's terms and privacy policy that govern your use of such third-party site (and such third-party's use of your personal information), not these Terms of Use.

17. Use in the United States.

• Our Sites is intended for use in the United States only. We do not guarantee that use of our Sites will be available or permitted in any location other than the United States. If you choose to access our Sites from a location other than the United States, you do so at your own risk.

  THE EXISTENCE OF OUR SITES OR ANY CONTENT SHALL NOT BE CONSTRUED AS SKILLMORE OR THE SKILLMORE PARTIES OFFERING SUCH SITE OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH SITE OR CONTENT IS PROHIBITED BY LAW

18. Termination

If you violate applicable laws or these Terms of Use, you are immediately prohibited from further use of our Sites or Content, and we may restrict your access to our Sites or Content.

• Discontinuing our Sites or Content. Skillmore may suspend or terminate our Sites or any Content, in whole or in part, at any time in its sole discretion for any reason.

• No Liability for Suspension or Termination. Skillmore will not be liable to you or anyone else for any damages arising from or related to Skillmore's suspension or termination of your access to our Sites or the Content, or in the event Skillmore's modifies, discontinues or restricts the availability of our Sites or the Content (in whole or in part).

19. Cooperation with Law Enforcement

Skillmore will cooperate with law enforcement if you are suspected of having violated applicable laws.

YOU WAIVE AND HOLD THE SKILLMORE PARTIES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

20. Jury Waiver and Class Waiver

• YOU AGREE THAT YOU ARE IRREVOCABLY WAIVING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND THE PROVISION OF SERVICES.

• YOU ALSO AGREE THAT YOU ARE WAIVING ANY RIGHT TO ASSERT ANY CLAIMS AGAINST SKILLMORE AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.

DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THE FOREGOING PROVISIONS

21. Governing Law

These Terms are governed by the laws of the state of Arizona without regard to conflict of laws principles.

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.

You agree to venue exclusively in the state or federal courts located in Phoenix, Arizona, with respect to any dispute arising under these Terms and you expressly agree to the exclusive jurisdiction of those courts. These Terms operate to the fullest extent permissible by law.

22. Entire Agreement

These Terms contain the entire agreement between you and Skillmore with respect to your access to and use of our Sites and the Content. In the event of conflict between these Terms of Use and the applicable Privacy Policy, the applicable Privacy Policy will control

23. Severability

If any provision of these Terms of Use is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms of Use are for convenience only and do not affect the interpretation of these Terms of Use.

Contact Us

Please direct any questions and concerns regarding these Terms to us at:

Skillmore

4035 S. Riverpoint Parkway #6025, Phoenix AZ 85040