Terms of Service

Please read these Terms of Service ("Terms," "Agreement") carefully before using any services, platforms, products, or digital content provided by Skillnest ("Company," "we," "us," or "our"), operating from 433 Park Point Dr, Golden, CO 80401. By accessing or using our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use our services.

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you (the "Client," "User," or "you") and Skillnest. These Terms apply to all visitors, users, subscribers, and clients who access or use Skillnest's website, services, software platforms, learning content, consultation services, and any other products or offerings we provide. By accessing our website or engaging our services, you confirm that you are at least 18 years of age, have the legal authority to enter into binding contracts, and agree to these Terms on behalf of yourself or the organization you represent.

Skillnest reserves the right to update, modify, or replace any part of these Terms at any time at its sole discretion. Updated Terms will be posted on this page with a revised effective date. Continued use of our services following any changes constitutes your acceptance of the revised Terms. It is your responsibility to check these Terms periodically for changes.

2. Description of Services

Skillnest is a professional digital learning design and development company. We specialize in creating, designing, and delivering structured digital learning experiences for corporate clients, enterprises, educational institutions, and organizations of all sizes. Our core service offerings include, but are not limited to:

• Bite-Sized Learning Module Development: The creation of concentrated, focused micro-learning modules and digital content packages designed for rapid knowledge acquisition and high retention rates.
• Interactive Skill Practice Systems: The design and development of simulations, branching scenarios, adaptive quizzes, gamified assessments, and hands-on interactive learning assignments.
• Mobile-First Learning Experience Design: The development and optimization of learning experiences for mobile devices, including progressive web applications, responsive interfaces, and offline-capable learning tools.
• Knowledge Navigation and Learning Path Architecture: The strategic design of personalized, structured learning paths that guide learners from foundational knowledge to advanced mastery within a specific domain or skill set.
• Learning Management System (LMS) Integration and Deployment: Technical consulting, configuration, and content integration services for various LMS platforms.
• Strategic Consulting and Discovery Services: Organizational needs analysis, skill gap assessments, learning strategy development, and content architecture consulting.
• Full-Cycle Program Development: End-to-end learning program creation from initial discovery and strategy through content development, testing, deployment, and ongoing performance monitoring.

All services are subject to the specific terms outlined in individual Statement of Work agreements, project contracts, or service proposals agreed upon between Skillnest and the Client. In the event of any conflict between these Terms and a specific contract, the specific contract shall govern with respect to its subject matter.

3. Client Responsibilities

To enable Skillnest to deliver services effectively, Clients agree to fulfill the following responsibilities:

• Providing accurate, complete, and timely information necessary for project execution, including organizational background, learning objectives, audience profiles, subject matter expertise, and existing content materials.
• Designating a primary project point of contact who has sufficient authority to make decisions, provide approvals, and communicate feedback in a timely manner.
• Providing review and approval of deliverables within the timeframes specified in the project agreement. Delays in Client-side reviews that impact project timelines may result in adjusted delivery dates and potential revision of project costs.
• Ensuring that all materials, content, branding assets, logos, trademarks, and other proprietary information provided to Skillnest are legally owned by or licensed to the Client, and that the Client has full authority to grant Skillnest the rights necessary to use such materials in the performance of services.
• Maintaining the confidentiality of any access credentials, LMS administrator logins, or platform access provided by Skillnest during the engagement.
• Complying with all applicable laws and regulations in connection with the use of Skillnest's deliverables and services.

4. Intellectual Property Rights

4.1 Skillnest Proprietary Materials

Skillnest retains all intellectual property rights in and to its proprietary methodologies, design frameworks, templates, tools, processes, pre-existing software, animation libraries, instructional design systems, and any other materials developed by Skillnest prior to or independently of any client engagement ("Skillnest IP"). These materials remain the exclusive property of Skillnest regardless of their use in any client deliverable.

4.2 Client Deliverables

Upon receipt of full payment for services rendered, Skillnest assigns to the Client all rights, title, and interest in the custom-developed deliverables created specifically for the Client's project, as defined in the applicable project agreement ("Client Deliverables"), excluding any Skillnest IP embedded therein, for which Skillnest grants the Client a non-exclusive, perpetual license for use within the scope of the intended learning program.

4.3 Client Content

The Client retains full ownership of all content, data, trademarks, logos, and materials provided to Skillnest for use in the project. The Client grants Skillnest a limited, non-exclusive license to use such materials solely for the purpose of performing the agreed services.

4.4 Portfolio Rights

Unless the Client expressly requests otherwise in writing prior to project commencement, Skillnest reserves the right to reference the engagement in its portfolio and case studies, including the display of project descriptions, anonymized performance metrics, and general project scope, without disclosing confidential business information.

5. Payment Terms and Billing

All financial terms, including project fees, payment schedules, milestone-based billing structures, and expense reimbursements, are defined in the individual project proposal or Statement of Work executed between Skillnest and the Client. The following general terms apply to all engagements:

• Invoices are issued in accordance with the payment schedule outlined in the project agreement and are due within thirty (30) days of the invoice date unless otherwise specified.
• Payments past due by more than fifteen (15) days after the due date may accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.
• Skillnest reserves the right to suspend services, withhold deliverables, or terminate the project agreement in the event of non-payment following written notice and a cure period of fifteen (15) days.
• All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing.
• Expenses incurred in connection with the project that are pre-approved by the Client in writing will be billed at cost with supporting documentation.
• Project scope changes requested by the Client after execution of the project agreement may result in additional fees, which will be quoted and agreed upon prior to commencement of additional work.

6. Confidentiality

Both parties acknowledge that in the course of the engagement, each may disclose confidential and proprietary information to the other. Each party agrees to: (a) hold all Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for the purpose of fulfilling obligations under the project agreement; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt written notice to the disclosing party prior to such disclosure.

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

7. Warranties and Representations

Skillnest warrants that: (a) it has the full right and authority to enter into this Agreement and perform the services; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; (c) to the best of Skillnest's knowledge, custom deliverables will not infringe any third-party intellectual property rights; and (d) Skillnest will comply with all applicable laws in the performance of its services.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SKILLNEST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SKILLNEST DOES NOT WARRANT THAT DELIVERABLES WILL ACHIEVE SPECIFIC LEARNING OUTCOMES, BUSINESS RESULTS, OR PERFORMANCE METRICS, AS SUCH OUTCOMES ARE DEPENDENT ON CLIENT-SIDE IMPLEMENTATION, LEARNER ENGAGEMENT, AND ORGANIZATIONAL FACTORS OUTSIDE OF SKILLNEST'S CONTROL.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKILLNEST, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF SKILLNEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SKILLNEST'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PROJECT AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO SKILLNEST IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Term and Termination

These Terms remain in effect for the duration of any active engagement between Skillnest and the Client. Either party may terminate a project agreement upon thirty (30) days' prior written notice to the other party. In the event of termination:

• The Client shall pay for all services performed and expenses incurred up to the date of termination.
• Skillnest shall deliver all completed work product and work in progress to the Client upon receipt of final payment for services rendered.
• Termination for cause by either party (material breach, insolvency, or fraudulent conduct) may be effective immediately upon written notice, subject to a ten (10) day cure period for correctable breaches.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. Any disputes arising under or in connection with these Terms that cannot be resolved through good-faith negotiation shall first be submitted to non-binding mediation administered by a mutually agreed-upon mediator in Jefferson County, Colorado. If mediation fails to resolve the dispute within sixty (60) days, the parties agree to submit to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in Golden, Colorado. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

11. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) breach of these Terms or any project agreement; (b) negligence or willful misconduct; (c) infringement of any third-party intellectual property rights due to materials or instructions provided by the indemnifying party; or (d) violation of any applicable law or regulation.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, pandemic, war, government action, labor disputes, or internet service failures. The affected party shall provide prompt written notice to the other party and use commercially reasonable efforts to resume performance as soon as practicable.

13. Non-Solicitation

During the term of any active engagement and for a period of twelve (12) months thereafter, the Client agrees not to directly solicit, hire, or engage any Skillnest employee, contractor, or consultant who was involved in the delivery of services to the Client, without prior written consent from Skillnest. Breach of this clause shall entitle Skillnest to liquidated damages equal to six (6) months of the individual's compensation at the time of engagement.

14. Entire Agreement and Severability

These Terms, together with any executed project agreement, Statement of Work, or proposal, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations, representations, and understandings. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. A waiver by either party of any breach of any provision shall not be construed as a waiver of any subsequent breach.

15. Contact and Notices

All formal notices under these Terms must be in writing and delivered to the addresses specified in the applicable project agreement or to Skillnest at the contact information below. Electronic communications are acceptable for routine project communications but not for formal legal notices unless expressly agreed upon in writing.