Skillshare Master Services Agreement

1. Services. Skillshare agrees to provide Licensee, and Licensee’s Authorized Users (defined as those employees and contractors Licensee authorizes to use the Services), with those services as outlined and defined on an applicable order form signed by the Parties or presented to Licensee upon order and click through (“Order”). The use of the Service by Licensee, and all Authorized Users, will be governed by this Agreement and Skillshare’s Terms of Services as defined below.
2. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated pursuant to the terms below the “Term”). Either party may terminate this agreement at the end of the Initial Term or a Renewal Term by provided at least thirty (30) days prior written notice to the other party. 
3. Online Terms of Service. All Authorized Users of the Services must create an account and will be allowed to access and use of the Services subject to agreement and acceptance of Skillshare’s terms of service, available at https://www.skillshare.com/terms (the “Terms of Service”), which Terms or Service are hereby incorporated into this Agreement by reference. Licensee agrees to remain responsible for its Authorized Users use and access of the Services. To the extent that any conflict between the Terms of Service and the express terms of this Agreement, the terms of this Agreement shall control.
4. Fees. All fees will be specified on an applicable Order and will be due upon receipt from date of Skillshare invoice. All fees are nonrefundable.
5. Confidentiality. The Parties agree that, during the Term, a Party may receive or otherwise be exposed to certain Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party).  For purposes of this Agreement, “Confidential Information” means all non-public business information pertaining to a Disclosing Party, disclosed to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential”, “Proprietary”, or some similar designation, or which by its nature or circumstances of its disclosure should be reasonably construed as being confidential.  Each Party agrees that it (a) will keep all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure, but at least as protective as that which it treats its own Confidential Information; (b) will not, directly or indirectly, disclose any Confidential Information to any third party, except with the prior written consent of the Disclosing Party; and (c) will not make use of any Confidential Information for Receiving Party’s own purposes (except as necessary to perform the Services) or for the benefit of anyone other than the Disclosing Party.  Upon termination or expiration of this Agreement, or at any time a Disclosing Party may shall so request, Receiving Party will deliver promptly to the Disclosing Party, or, at Disclosing Party’s option, will destroy, all Confidential Information obtained hereunder (and all copies thereof) that Receiving Party may then possess or have under its control.
6. Warranty; Disclaimer. All Services provided under this Agreement are provided “AS IS”, without warranty of any kind, and Skillshare hereby disclaims all warranties including all warranties of merchantability, fitness for a particular purpose and noninfringement. Without limiting the foregoing, Skillshare makes no representation of warranty that Licensee’s access to or use of the Services will be uninterrupted or error-free.
7. Indemnity. Licensee shall indemnify, defend, and hold Skillshare its agents, affiliates, subsidiaries, directors, officers, employees (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liabilities, losses, and expenses (including reasonable attorney’s fees), brought against any Indemnified Person(s), arising out of Licensee’s unauthorized use, illegal use, or misuse of the Services. 
8. Limitation of Liability. EXCEPT FOR COMPANY’S OBLIGATIONS OF AND INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT TORT, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE; OR (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (III) FOR ANY AMOUNTS IN EXCESS (IN THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9. Miscellaneous.

   • Assignment. Neither Party may assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way (by operation of law or otherwise) without the other Party’s prior written consent, except that each Party reserves the right to assign this Agreement to any person or entity acquiring all or substantially all of its assets or stock.

   • Logo Use. Skillshare may use Customer’s name, logo, and marks (including marks on Customer Properties) to identify Customer as a Skillshare customer on Skillshare’s website and other marketing materials.

   • Independent Contractors. For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. 

   • Taxes. Skillshare will be solely responsible for its income taxes in connection with this Agreement and Licensee will be responsible for sales, use and similar taxes, if any. 

   • Entire Agreement. This Agreement, along with the Privacy Policies (found at: and www.skillshare.com) which are incorporated by reference, sets forth the entire understanding of the parties as to the subject matter herein and may not be modified except in a writing executed by both parties. 

   • Choice of Law. This Agreement is governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof.  

   • Notices. Except as otherwise set forth herein, any notices in connection with this Agreement will be in writing and sent by first class U.S. mail, major commercial rapid delivery courier service, or confirmed email, as follows:

Skillshare Representative:

[Skillshare Contact] 
Sales, Skillshare
215 Park Avenue South, 11th Floor
New York, NY 10003
[Skillshare Email Contact] 

Licensee Representative:

[Licensee Contact]
[Licensee Name] 
[Licensee Address] 
[Licensee Email Contact] 

CONTACT INFORMATION

IN WITNESS WHEREOF, the duly authorized representatives of Skillshare and Licensee have executed this Agreement on the dates shown below:

Skillshare

By: [Enter]
Name: [Enter]
Title: [Enter]
Date: [Enter]

Licensee

By: [Enter]
Name: [Enter]
Title: [Enter]
Date: [Enter]

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