Clinician and Organization Terms of Use

These Clinician and Organization Terms of Use (the “Agreement”) apply to the websites, software, portals, mobile applications, online tools, and related services made available by Skills Global, LLC and its affiliates that link to this Agreement (collectively, “Skills Global,” “Company,” “we,” “us,” or “our”). This Agreement governs access to and use of Skills Global’s online platform and related services by the provider organization, school, payer, employer, clinic, practice, or other business customer that orders or accesses the Services (“Customer”) and by Customer’s clinicians, therapists, behavior analysts, supervisors, provider personnel, organization administrators, educators, employees, contractors, caregivers invited by Customer, and other authorized users (collectively, “Authorized Users”).

If you are an individual accessing or using the Site or Services on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms.

References to “you” and “your” mean Customer and, as applicable, each Authorized User accessing the Services on Customer’s behalf. The Services support ABA-related program administration, caregiver engagement, lesson tracking, reporting, file sharing, and related functionality (collectively, the “Services”).

These Terms are intended for business and professional use, not for individual consumer use. Caregivers, parents, guardians, and other individual users may be subject to separate caregiver-facing terms, consent flows, organization policies, or provider instructions. Customer is responsible for ensuring that each Authorized User complies with this Agreement and any applicable Customer policies, role-based access controls, consent requirements, and professional obligations.

1.Use of the Services

Description of Services

The Services are technology-enabled tools intended to support ABA-related program administration, clinician workflows, caregiver engagement, lesson access, progress tracking, reporting, secure file sharing, communications, and related educational and operational workflows. Skills Global provides the technology platform and related support functionality. Skills Global does not itself provide ABA therapy, medical care, behavioral health treatment, diagnosis, clinical supervision, emergency response, mandated reporting, educational placement decisions, insurance coverage determinations, or other regulated professional services.

Clinicians, provider organizations, schools, payers, caregivers, and other users remain solely responsible for clinical, therapeutic, educational, safety, care, coverage, compliance, and other professional decisions made in connection with their use of the Services. Use of the Services does not create a physician-patient, therapist-client, clinician-patient, provider-patient, or similar professional relationship between Skills Global and any child, learner, patient, caregiver, clinician, or other person.

Representations and Age Restriction

You are responsible for ensuring that any person who accesses the Services through your account, device, credentials, organization, or internet connection is aware of this Agreement and complies with it. You may use the Services only for lawful purposes, only as intended, and only in accordance with this Agreement and any applicable organization, subscription, or provider requirements.

When you use the Services or communicate with us through the Services, you are communicating electronically. You consent to receive communications related to your use of the Services electronically, including by email, in-product notice, text message where any required consent has been obtained, or posting within the Services. Required notices may be provided electronically. Customer is responsible for obtaining any consent required for Skills Global to use contact information provided by Customer or its Authorized Users for communications, reminders, outreach, marketing, text messages, telephone calls, or similar purposes. Marketing communications will be provided only as described in our Privacy Policy.

You represent and warrant that: (a) the information you submit to the Services is true, accurate, current, and complete; (b) you have all professional qualifications, licenses, certifications, credentials, supervision, consents, authorizations, and legal authority required for your use of the Services and for any information you submit about any child, learner, patient, caregiver, clinician, employee, contractor, or other person; (c) your use of the Services complies with applicable professional, clinical, educational, privacy, security, reimbursement, payer, organizational, and legal obligations that apply to you; and (d) you are at least 18 years old and able to enter into this Agreement. The Services are not intended for direct use by, or direct interaction with, children. Minors may not create accounts, access accounts, or use the Services directly unless Skills Global expressly makes a minor-facing feature available and permits such use in writing.

General Informational Purposes Only

The Services are intended to support ABA-related program administration, clinician workflows, caregiver engagement, lesson access, progress tracking, reporting, and related educational and operational activities. Skills Global does not itself diagnose any condition, establish a clinician-patient relationship, provide medical or behavioral health treatment, supervise clinical services, or create treatment plans for any child or learner. Any clinical decision, treatment plan, diagnosis, recommendation, therapy, assessment, supervision, intervention, documentation, payer submission, or mandated report must be made by an appropriately qualified professional, provider organization, caregiver, or other responsible person, as applicable.

Information Provided and Content on Our Services Provided on a Non-Reliance Basis

The Services may include different interfaces and features depending on Customer’s order form, subscription plan, user roles, permissions, provider relationship, and account configuration. Customer is responsible for selecting, configuring, and administering the Services in a manner appropriate for Customer’s operations and legal, clinical, educational, privacy, security, payer, reimbursement, and professional obligations.

Content, lessons, reports, prompts, recommendations, AI-generated output, and other information available through the Services are provided for informational, educational, operational, and support purposes only. You must not rely on the Services as the sole basis for any medical, behavioral health, safety, educational placement, legal, financial, or other professional decision.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT ANY CONTENT, LESSON, REPORT, AI-GENERATED OUTPUT, OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, CURRENT, APPROPRIATE FOR ANY PARTICULAR CHILD OR LEARNER, OR SUFFICIENT FOR ANY CLINICAL, EDUCATIONAL, THERAPEUTIC, OR SAFETY PURPOSE.

2.Prohibited Uses of Our Services

You must use our Services for lawful purposes only and in accordance with this Agreement. You are not allowed to:

• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
• use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services or any networks connected to our Services in any manner;
• engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• use the Services to provide, request, or facilitate emergency, crisis, diagnostic, clinical, medical, behavioral health, legal, financial, or other regulated professional services except through appropriately qualified professionals and only where permitted by applicable law;
• impersonate or post on behalf of any person or entity or otherwise misrepresenting your affiliation with a person or entity;
• upload, submit, or share payment card numbers, bank account information, government identification numbers, passwords, unrelated financial information, or other sensitive information that is not requested or necessary for your authorized use of the Services;
• use the Services to make automated or sole-basis decisions regarding diagnosis, treatment, therapy plans, educational placement, eligibility, insurance coverage, benefits, safety interventions, mandated reporting, or legal compliance;
• submit information about any child, learner, patient, caregiver, clinician, or other person unless you have all legal authority, consents, authorizations, and permissions required to do so;
• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
• upload, submit, store, transmit, or share any content that includes or depicts child sexual abuse material, sexual exploitation of minors, non-consensual intimate imagery, abuse, neglect, imminent harm, or other unlawful, harmful, or exploitative content;
• provide us with content that is false, inaccurate, misleading, deceptive, defamatory, libelous, illegal, inappropriate, harmful, or violates and/or infringes the rights of others;
• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm us or the interests or property of users;
• develop or use any third-party applications that interact with our Services without our prior written consent;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with our prior written consent;
• circumvent any technical measures used to provide our Services;
• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
• export or re-export any of our Services, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
• harvest or otherwise collect or use information about users without their consent;
• reproduce, duplicate, copy or resell any part of our Services or any content from our Services, save and except to the extent expressly permitted in this Agreement;
• without our prior written consent, access, interfere with, damage or disrupt in any way our Services or any part of it, our systems, any of our hardware or equipment or any networks on which our Services are hosted, any software that we use to create or modify the Services or to make the Services available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party;
• submit health information, education records, child information, clinician reports, videos, images, documents, or other sensitive information unless you have the legal authority and any required consents to do so and the information is relevant and necessary for your authorized use of the Services.

3.Our Intellectual Property Rights

• All software, workflows, designs, text, graphics, interfaces, trademarks, service marks, logos, trade dress, code, content, documentation, and other materials made available by or on behalf of Skills Global through or in connection with the Services, other than Customer Data, are owned by Skills Global or its licensors and are protected by applicable intellectual property and other laws. Any rights not expressly granted in this Agreement are reserved by Skills Global and its licensors.
• Subject to Customer’s and Authorized Users’ compliance with this Agreement and the applicable order form, Skills Global grants Customer and its Authorized Users a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services and related content solely for Customer’s internal business purposes and Authorized Users’ authorized roles. Customer and Authorized Users may not copy, modify, distribute, sell, sublicense, reverse engineer, scrape, or otherwise exploit the Services or any content except as expressly permitted by Skills Global in writing.
• If Customer or an Authorized User is permitted to download, export, print, share, or otherwise use content or materials from the Services, Customer and Authorized Users must do so only as permitted by this Agreement, the applicable order form, and Skills Global’s documentation and instructions, and must not remove proprietary notices or modify the materials in a misleading manner.

4.Content Submitted by You

• The Services may allow Customer or its Authorized Users to create, upload, submit, store, process, or share content, including child or learner information, caregiver inputs, clinician reports, treatment-related notes, lesson completion information, photos, videos, documents, messages, assessment information, feedback, and other materials (collectively, “Customer Data”). As between Customer and Skills Global, Customer retains any rights it has in Customer Data, subject to the rights granted in this Agreement and any applicable order form or written agreement.
• Customer grants Skills Global a nonexclusive, worldwide, royalty-free license to host, store, process, transmit, display, reproduce, modify, and use Customer Data solely as reasonably necessary to provide, secure, maintain, support, improve, and administer the Services; comply with applicable law; enforce this Agreement; and as otherwise permitted by any applicable order form, business associate agreement, data processing agreement, provider agreement, or other written agreement between the parties.
• Customer is responsible for determining whether Customer Data includes protected health information, education records, child information, or other regulated data, and for obtaining all consents, authorizations, notices, rights, and permissions required for Customer and Skills Global to process Customer Data as contemplated by this Agreement and any applicable order form or written agreement. Customer will not upload, submit, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Services any Customer Data that:

• is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, or inflammatory;
• is fraudulent, misleading or false, may encourage deceptive activity, or would otherwise constitute as duplicitous behavior;
• is, in Company’s judgment, disrespectful, inappropriate, or may expose Company, our users or others to harm or liability;
• may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
• would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• contains private information, health information, education records, financial information, government identification numbers, or other sensitive information about any person that you are not authorized to provide or that is not necessary for the Services; or
• contains malware, corrupted data, harmful code, unlawful content, child sexual abuse material, exploitative content, or other harmful, disruptive, or destructive files or materials.

• Company assumes no responsibility to actively monitor Customer Data and does not endorse Customer Data. Although Company has no obligation to screen, edit, or monitor Customer Data, we may remove or disable access to Customer Data as necessary to provide the Services, comply with law, enforce this Agreement, address security or safety issues, or as otherwise permitted by applicable agreements.
• If Customer or any Authorized User provides Skills Global with ideas, suggestions, requests, recommendations, or other feedback regarding the Services (“Feedback”), Skills Global may use that Feedback without restriction or compensation, and Customer grants Skills Global a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, distribute, display, and otherwise exploit the Feedback for any purpose, provided that Skills Global does not identify Customer as the source of Feedback without Customer’s consent.

5.Your Account Details; Clinician and Organization Accounts

• Customer is responsible for all Authorized Users and for all activity under Customer’s accounts, including provisioning, configuring, supervising, monitoring, and deprovisioning Authorized Users; assigning appropriate roles and permissions; maintaining the confidentiality of credentials; and promptly disabling access when an Authorized User no longer requires access or is no longer authorized.
• Customer may create, initiate, or invite accounts for clinicians, staff, administrators, caregivers, and other Authorized Users only where Customer has authority to do so. Customer is responsible for ensuring that Authorized Users provide accurate information and comply with applicable organization, provider, professional, subscription, payment, privacy, security, and account requirements.
• Customer is responsible for ensuring that each Authorized User has legal and professional authority to access, submit, manage, disclose, and use information about the applicable child, learner, patient, caregiver, clinician, organization, or account. Customer is also responsible for configuring role-based access controls and for ensuring that caregiver invitations, communications, consents, and access permissions are appropriate.
• Customer may invite caregivers to access caregiver-facing functionality only if Customer has the authority to do so and has obtained all required consents, authorizations, notices, and permissions. Customer remains responsible for caregiver invitations, caregiver account permissions, caregiver communications, caregiver file uploads, caregiver lesson completion or checkbox inputs, and determining how caregiver-submitted information will be reviewed and used by Customer and its clinicians.
• If Customer provides or uploads contact information for caregivers, clinicians, staff, or other individuals for communications, reminders, outreach, marketing, or similar purposes, Customer is responsible for ensuring that Skills Global may lawfully use that contact information for the intended purpose, including obtaining any required consents, opt-ins, authorizations, or approvals for email, text message, telephone, or other communications.
• Customer will promptly notify Skills Global of any actual or suspected unauthorized access, credential compromise, security incident, inappropriate access permission, or other account issue involving the Services. Customer remains responsible for any consequences resulting from Customer’s or its Authorized Users’ failure to safeguard credentials or manage access appropriately.
• We reserve the right to withdraw access to your account without notice for any actual or suspected breach of this Agreement or any other documentation referred to in them, including, without limitation, where we suspect that there has been unauthorized access to your account or any unauthorized disclosure of your login information.
• If you know or suspect that your account credentials or account access have been compromised, you must immediately change your password through the password reset functionality and notify us at info@skillsglobal.com.

WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

6.Subscriptions; Billing; Auto-Renewal; Cancellation; Refunds; Plan Changes

• Customer will pay all fees specified in each order form, statement of work, checkout flow, or other ordering document for the Services. Except as otherwise specified in this Agreement or the applicable order form: (a) fees are quoted and payable in United States dollars; (b) fees are based on Services and user subscriptions purchased and are not based on actual usage or any other criteria; (c) payment obligations are non-cancelable and fees paid are non-refundable; and (d) the number of user subscriptions purchased cannot be decreased during the relevant subscription term stated in the order form.
• User subscriptions will be charged in full on the subscription start date and on each monthly anniversary of that date, unless the applicable order form states a different billing frequency. Accounts cancelled at least one business day before the next scheduled billing date will avoid being charged for another month. Regardless of when cancellation occurs, cancelled accounts will close and become inactive on the last day of the then-current billing cycle. Accounts cancelled in the middle of a billing cycle will not be prorated, and Customer will not receive a refund or credit for unused days.
• Customer will provide Skills Global with a valid and updated credit card, valid purchase order, or other payment document acceptable to Skills Global. If Customer provides credit card information, Customer authorizes Skills Global and its third-party payment processors to charge that payment method for all Services listed in the applicable order form for the initial subscription term and any renewal subscription terms. Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form.
• If the applicable order form specifies payment by invoice or another non-credit-card method, Skills Global will invoice Customer in advance and otherwise in accordance with the order form. Unless otherwise stated in the order form, invoiced charges are due fifteen (15) days from the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information in the Services.
• If Customer has not provided full payment by the due date for any open balances, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date payment was due until the date paid. Skills Global may also condition future subscription renewals on shorter payment terms or terminate this Agreement. If any amount owed by Customer under this Agreement or any other agreement for Skills Global services is sixty (60) or more days overdue, or ten (10) or more days overdue for amounts Customer has authorized Skills Global to charge to a credit card, Skills Global may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and may suspend the Services until such amounts are paid in full.
• Unless otherwise stated, fees do not include taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction. Customer is responsible for paying all taxes associated with its purchases, except for taxes based on Skills Global’s net income. If Skills Global has a legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Skills Global with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.Links to Other Websites or Applications

• Any information, statements, opinions, content, or materials provided by third parties and made available through or in connection with the Services are those of the respective third parties and not Skills Global. Skills Global does not guarantee the validity, accuracy, completeness, clinical appropriateness, or reliability of any third-party content, materials, services, or resources.
• The Services may include links or connections to third-party websites, applications, platforms, services, resources, or content solely for convenience. If Customer or any Authorized User accesses third-party services or content, they do so at their own risk and subject to the terms, conditions, and privacy practices of those third parties. Skills Global is not responsible for, and does not endorse, any third-party site, application, provider, service, content, product, or resource.
• CUSTOMER AND AUTHORIZED USERS AGREE THAT THEIR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES, CONTENT, AND RESOURCES IS AT THEIR OWN RISK AND SUBJECT TO THE TERMS AND POLICIES APPLICABLE TO THOSE THIRD PARTIES.

8.Links to Our Services

• You may not link to our Services without our prior written consent.
• Where you have obtained our consent to link to our Services: you may provide links to our Services on other websites owned by you, provided that such websites and the use of any links to our Services comply with this Agreement; wherever you post a link to our Services on any other website, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and you must not link to our Services in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and, in any event, without having first obtained our prior written consent.
• We may withdraw permission to link to our Services at any time. If we withdraw permission to link to our Services and inform you of the same, you must immediately remove or cause to be removed any links to our Services.

9.Disclaimers and Assumption of Risk

THE SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, OUTPUTS, AI FEATURES, DOCUMENTATION, AND MATERIALS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, AVAILABILITY, ACCURACY, USEFULNESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES, CONTENT, FUNCTIONS, OUTPUTS, OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT OR AN APPLICABLE ORDER FORM.

THE SERVICES ARE FOR INFORMATIONAL, EDUCATIONAL, ADMINISTRATIVE, AND OPERATIONAL SUPPORT PURPOSES ONLY. CUSTOMER AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR PROFESSIONAL JUDGMENT, CLINICAL DECISIONS, CARE PLANS, TREATMENT, SUPERVISION, DOCUMENTATION, PAYER SUBMISSIONS, SAFETY PROTOCOLS, MANDATED REPORTING, AND COMPLIANCE WITH APPLICABLE LAW AND PROFESSIONAL STANDARDS.

THE SERVICES DO NOT PROVIDE EMERGENCY RESPONSE, CRISIS RESPONSE, MEDICAL CARE, BEHAVIORAL HEALTH TREATMENT, DIAGNOSIS, OR CLINICAL SUPERVISION, AND DO NOT CREATE A PROVIDER-PATIENT OR SIMILAR RELATIONSHIP BETWEEN SKILLS GLOBAL AND ANY CHILD, LEARNER, PATIENT, CAREGIVER, CLINICIAN, OR OTHER PERSON.

If you upload a clinician report, treatment-related document, video, image, or other file for use with AI Features, you are responsible for ensuring that the upload is lawful, authorized, accurate, relevant, and limited to information necessary for the intended use. You should not upload unnecessary sensitive information, unrelated financial information, payment information, government identification numbers, or content that is unlawful, exploitative, or otherwise prohibited by this Agreement.

The Services may include or provide access to third-party educational, clinical, therapeutic, medical, professional, or other content, including content authored by physicians, clinicians, educators, consultants, or other third parties. Such third-party content is provided for informational and educational purposes only, may not reflect Skills Global’s views, and must be independently reviewed by Customer and its qualified professionals before use with any child, learner, patient, caregiver, or program.

10.AI Features; Human Review; Disclosures

• The Services may include artificial intelligence, machine learning, large language model, automated analysis, or similar features that generate summaries, insights, drafts, lesson suggestions, report analysis, behavior-plan drafts, or other outputs based on information submitted to or available through the Services (“AI Features”). AI Features are assistive tools only. They are not intended to make autonomous decisions, replace professional judgment, or serve as the sole or determinative basis for any medical, behavioral health, clinical, therapeutic, diagnostic, safety, educational, insurance, payer, eligibility, legal, or other professional decision. AI Features may generate inaccurate, incomplete, outdated, biased, or inappropriate output and do not provide medical, behavioral health, clinical, therapeutic, diagnostic, safety, educational, legal, or other professional advice.
• Customer and its clinicians, supervisors, providers, and other qualified professional Authorized Users are responsible for exercising independent professional judgment and meaningful human oversight when using AI Features. Customer and its qualified professional Authorized Users must independently review, validate, evaluate for accuracy, appropriateness, bias, and fit for the particular child or learner, modify as appropriate, and approve any AI-generated output before using, sharing, relying on, or incorporating it into any report, lesson, behavior plan, treatment plan, recommendation, communication, supervision activity, clinical record, payer submission, or other activity. No AI-generated output should be treated as final, implemented, shared with a caregiver, submitted to a payer, incorporated into a clinical record, or used to support a clinical, therapeutic, safety, educational, or coverage decision unless reviewed and approved by an appropriately qualified professional. By finalizing, approving, exporting, sharing, submitting, or implementing any AI-generated output, Customer and the applicable clinician represent that they have independently reviewed the output, documented that review to the extent required by applicable law, professional standards, payer rules, or Customer policy, and accept professional responsibility for the resulting decision, plan, communication, or submission.
• Customer and its Authorized Users must not use AI Features for emergency response, crisis response, suicide or self-harm assessment, abuse or neglect reporting, mandated-reporting determinations, imminent safety escalation, or any other urgent or high-risk use where delay, error, or incomplete information could result in harm. Customer is responsible for maintaining and following its own clinical, emergency, mandated-reporting, abuse/neglect, crisis-response, and safety-escalation protocols.
• Where Customer or its Authorized Users use, share, send, display, or otherwise provide an AI-generated or AI-assisted output to a caregiver, patient, learner, payer, regulator, or other recipient, Customer is responsible for providing any notice, disclaimer, explanation, human-contact instructions, consent, or other disclosure required by applicable law, professional standards, payer rules, or Customer policy, including where a communication includes patient clinical information or where a person is interacting with generative AI.
• Customer is responsible for using AI Features in compliance with all applicable AI, healthcare, behavioral health, education, insurance, payer, professional licensing, privacy, consumer protection, discrimination, and similar laws and standards. Customer must not use AI Features in a manner that results in unlawful discrimination or that denies, delays, limits, or modifies access to services, care, benefits, coverage, education, or other opportunities without appropriate human review and any legally required notice, explanation, correction, appeal, or reconsideration process.

11.Exclusions and Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SKILLS GLOBAL NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, OR REPRESENTATIVES, WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, ANY CONTENT OR OUTPUT MADE AVAILABLE THROUGH THE SERVICES, ANY AI FEATURES, ANY THIRD-PARTY SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS, SECURITY INCIDENTS, SYSTEM FAILURES, VIRUSES, OR NETWORK OR INTERNET FAILURES.

RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE, OR IF SKILLS GLOBAL IS OTHERWISE FOUND LIABLE IN ANY MANNER, THEN SKILLS GLOBAL’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SKILLS GLOBAL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, EXCEPT TO THE EXTENT A DIFFERENT LIMIT IS REQUIRED BY APPLICABLE LAW OR EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES.

12.Indemnity

Customer agrees to defend, indemnify, and hold harmless Skills Global and its affiliates, and each of their respective directors, officers, employees, contractors, agents, licensors, suppliers, service providers, and representatives, from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Customer’s or any Authorized User’s breach of this Agreement or any applicable order form; (ii) Customer Data, including any allegation that Customer Data infringes, violates, or misappropriates any third-party right or was submitted without required rights, consents, authorizations, or permissions; (iii) Customer’s or any Authorized User’s use or misuse of the Services; (iv) professional services, clinical decisions, treatment plans, supervision, mandated reporting, payer submissions, or other activities performed by Customer or its Authorized Users; (v) any claim by or relating to a patient, learner, child, caregiver, employee, contractor, or other person whose information is submitted to or processed through the Services by or on behalf of Customer; or (vi) Customer’s or any Authorized User’s violation of applicable law, professional obligations, organizational policies, or third-party agreements. Skills Global reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which case Customer will cooperate with Skills Global in the defense of that claim.

13.Disputes, Arbitration and Class Action Waiver

• Before either party initiates arbitration or litigation, the parties will first attempt in good faith to resolve the dispute through informal escalation. A party initiating a dispute must provide written notice describing the nature of the dispute and the relief sought. The parties will have thirty (30) days after receipt of that notice to attempt to resolve the dispute, unless emergency injunctive relief is required.
• Any dispute, claim, or controversy arising out of or relating to this Agreement, any order form, the Services, or the breach, termination, enforcement, interpretation, or validity of any of the foregoing will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted by a single arbitrator. The seat and venue of arbitration will be Los Angeles County, California, unless the parties agree otherwise in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
• Each party will bear its own attorneys’ fees and costs, and the parties will share arbitration fees and arbitrator compensation as provided by the JAMS Rules, unless the arbitrator awards fees or costs as permitted by applicable law, the JAMS Rules, or this Agreement. If the arbitrator determines that a claim or defense was brought in bad faith, for an improper purpose, or in a frivolous manner, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the prevailing or defending party to the extent permitted by applicable law and the JAMS Rules. The arbitration proceedings and any award will be confidential, except as necessary to conduct the arbitration, enforce or challenge an award, seek provisional relief, comply with legal obligations, or as otherwise required by law.

Injunctive Relief; Jury Trial Waiver; Class Waiver

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, data security, account integrity, or to prevent unauthorized use of the Services, without first completing informal escalation or arbitration. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER FORM, OR THE SERVICES, WHETHER IN COURT OR IN ARBITRATION-RELATED PROCEEDINGS. The parties agree that any arbitration or litigation will be conducted only on an individual basis and not as a class, consolidated, collective, or representative action, except to the extent the parties expressly agree otherwise in writing.

14.Governing Law and Jurisdiction

This Agreement and any dispute arising out of or relating to this Agreement, any order form, or the Services will be governed by and construed in accordance with the laws of the State of California, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any arbitration conducted pursuant to this Agreement will be governed by the Federal Arbitration Act. Subject to the arbitration provision above, the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any court proceeding arising out of or relating to this Agreement, any order form, or the Services, and each party consents to personal jurisdiction and venue in those courts.

15.Other Important Legal Terms

No Waiver

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by Company without restriction.

Entire Agreement

This Agreement reflects the entire agreement between the parties related to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, statements, and understandings relating to that subject matter.

Order of Precedence

If there is a conflict among documents governing the Services, the order of precedence will be: (a) any applicable business associate agreement, data processing agreement, or other written agreement governing protected health information, education records, or other regulated data, solely with respect to that regulated data; (b) the applicable order form or statement of work; (c) this Agreement; and (d) online policies, documentation, or help materials, unless the parties expressly agree otherwise in writing.

Termination

The Services and this Agreement remain in effect until terminated in accordance with this Agreement or the applicable order form. We may suspend, limit, or terminate Customer’s or any Authorized User’s access to the Services if we believe that Customer or any Authorized User has breached this Agreement, an order form, or applicable law; if continued access presents a security, legal, operational, safety, or compliance risk; if payment is overdue; or if continued provision of the Services is no longer commercially, legally, or operationally feasible. Upon termination or expiration, Customer and its Authorized Users must stop accessing and using the Services, except to the extent continued access is expressly permitted in an applicable order form, transition plan, or written agreement. We may disable accounts, suspend access, or make Customer Data available for export or retrieval in accordance with applicable agreements, technical capabilities, and retention practices. Customer remains responsible for exporting or preserving any Customer Data it is required to maintain before access ends.

Survival

The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Deletion of Data

Certain information maintained through the Services, including diagnosis data and other Customer Data, may be subject to legal, contractual, organizational, provider, payer, record-retention, audit, litigation hold, security, continuity, backup, or other preservation requirements, including requirements that may apply to protected health information. As a result, account closure, deprovisioning, or a deletion request may not result in immediate deletion of all information. Deletion may involve disabling access, deidentification, archival treatment, or soft deletion in production systems, and copies may persist in backups, logs, audit records, security systems, or retained records for the period required or permitted by applicable law, our agreements, and our retention practices.

Notices and Electronic Communications

When Customer or any Authorized User uses the Services or sends electronic communications to us, they are communicating with us electronically. Customer consents to receive communications from us electronically, including by email, in-product notice, account message, or posting through the Services. Customer agrees that electronic communications satisfy any legal requirement that communications be in writing, except where applicable law requires a different form of notice.

16.International Use and Export Compliance

The Services are intended for use in the United States unless Skills Global expressly agrees otherwise in writing. Customer is responsible for ensuring that its access to and use of the Services complies with all applicable local, state, federal, and international laws, including export control, sanctions, privacy, healthcare, education, professional licensing, and data localization laws. Customer may not access or use the Services in violation of United States export controls, sanctions restrictions, or other applicable trade laws.

17.Changes We May Make to This Agreement and Other Documentation

• We may revise or otherwise change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement—there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of our Site. Your continued use of the Services will signify your continued agreement to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Services, an email to the address we have on file, or a message in your account.
• We may assign this Agreement at any time with or without notice to you. You may not assign or sublicense this Agreement or any of your rights or obligations under this Agreement without our prior written consent.

18.Contact Us

If you have questions about this Agreement, technical questions about the operation of the Services, or other customer service needs, please contact us at Skills Global, LLC, 20335 Ventura Blvd., Suite 225, Woodland Hills, CA 91364, or by email at info@skillsglobal.com. Do not use this contact channel for emergencies. If you believe there is an emergency or immediate risk of harm, call 911 or your local emergency number immediately. We value your feedback and will do our best to address any concerns.