Terms of Use

Updated October 28, 2025.

‍

By clicking “Accept” below or using eSkill’s products or services available at the eSkill.com website (the “Services”), the individual or company (“Customer,” “you,” or “your”) identified in a written or online order for Services (“Order”) hereby agree to enter into a legal contract with eSkill Corporation, a Delaware company located at 122 E. Houston Street, Suite 105, San Antonio, Texas 78205 (“eSkill”), and to be bound by these Terms of Use, the Order, the eSkill Privacy Policy located at https://www.eskill.com/privacy-policy, and all attachments, exhibits, policies, and other terms referenced in the foregoing (together, the “Agreement”).

‍

1. SERVICES; LICENSE

a. eSkill grants to Customer a non-transferable, non-exclusive license (“License”) to access and use the eSkill.com website (“Website”) and services provided through the Website (“Services”), each as described in an Order, solely for the purpose of creating and administering skills tests for its internal recruiting and training of staff, subject to the terms of this Agreement.b. Any incidental integration, development, and other professional services provided by eSkill to Customer will be formalized under a separately numbered Schedule of Work (hereinafter “SOW”). Each SOW, once executed, shall become a part of the Agreement. Terms and conditions in a SOW shall supersede any conflicting terms and conditions in this MSA but only with respect to such SOW.c. Customer agrees to actively participate and provide timely assistance in all setup procedures, configurations, and customization necessary for the optimal use of the Services provided by eSkill. This includes, but is not limited to, providing necessary information, access, cooperation, and support as may reasonably be required by eSkill to facilitate the setup and implementation of the Services. Failure by the Customer to provide such assistance, cooperation, or support shall not relieve Customer of its obligations under this Agreement, including but not limited to, its payment obligations. Customer acknowledges that its active participation in the setup process is essential to the effective provision and use of the Services.d. Customer shall comply with all terms of the Agreement, including any limitations or restrictions described in an Order or SOW, and all applicable laws when conducting job testing and other activities that use eSkill’s questions or Services. eSkill reserves the right to monitor Customer’s use of the Website and other services for compliance with the foregoing.

‍

2. FEES; PAYMENTS

a. The fees for the Services will be described in the applicable Order or SOW, delineated as either fixed amounts or based on rates corresponding to the volume of Services utilized by the Customer. All fees are due and payable regardless of the Customer’s actual usage of the Services and are non-refundable unless stated otherwise. Unless an alternative arrangement is specified in the Order, all fees are provided and payable in United States Dollars (USD). b. Fees are exclusive of sales, use, value-added or similar taxes (“Sales Tax”). Sales Tax will be assessed based on Customer’s address listed in the Order and shall be due and payable by Customer along with the applicable fees. c. eSkill does not offer credit card payment as a standard payment method for invoices exceeding Five Thousand Dollars (US $5,000). If Customer expressly requests to remit payment by credit card for any such invoice, eSkill may, in its sole discretion, agree to accept such payment subject to the assessment of an additional processing fee equal to three percent (3%) of the invoiced amount excluding any applicable taxes. In such case, eSkill shall re-issue the applicable invoice to include the processing fee and provide Customer with a secure payment link or other authorized method for remittance. Customer may avoid the imposition of any processing fees by remitting payment via ACH or wire transfer. d. Unless otherwise expressly agreed in writing by eSkill, all payments under this Agreement and any Order shall be made via automated clearing house (ACH) transfer or wire transfer to the account designated by eSkill. Payment by check is strongly discouraged and shall be accepted only with eSkill’s prior written consent, including in cases where payment by check is required by applicable law or governmental policy. e. Customer is prohibited from engaging in any usage of the Services that could potentially interfere with eSkill’s ability to accurately calculate the fees owed. In instances where the Customer’s usage exceeds the metrics agreed upon in the Order (for example, surpassing the number of test results permitted under a specific subscription plan), eSkill reserves the right to impose an overage charge of $30 per additional test result unless a different rate has been explicitly agreed upon in a signed Order.

‍

3. TERM; TERMINATION

a. This Agreement shall commence upon the Customer’s purchase of eSkill Services, as detailed in the Order, and shall continue through the term specified in the Order, upon which the Agreement shall automatically renew for successive periods equal in length to the initial term unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. Fees for each Renewal Term shall be at eSkill’s then-current rates, subject to an automatic annual increase of up to five percent (5%) over the fees applicable during the immediately preceding term, unless otherwise agreed in writing by the parties. eSkill shall provide Customer with notice of applicable renewal pricing at least thirty (30) days prior to the commencement of the Renewal Term.b. Either party may terminate this Agreement upon written notice to the other party in the event that the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within 10 days after receipt of written notice of such breach. In the case of a breach by Customer that cannot be cured, eSkill may terminate the Agreement immediately upon written notice to Customer. Upon termination, regardless of cause, Customer will not be entitled to credits or refunds for any unused portion of this Agreement.c. eSkill reserves the right to block or suspend Customer’s or any individual’s access to the Website and Services for: (i) any reasonably suspected violation of this Agreement; (ii) conduct likely to interfere with eSkill’s Website or provision of services to its other customers or otherwise harm eSkill’s reputation or cause eSkill material damage, loss or expense; or (iii) any reasonably suspected violation of law or as requested by any government agency or law enforcement organization having proper jurisdiction. Unless prohibited by law, eSkill will promptly attempt to contact Customer, describe the issue(s) that caused it to exercise these rights, and attempt to resolve the issue and promptly restore the Services. Notwithstanding, eSkill may terminate this Agreement in the event Customer breaches any material provision of this Agreement and fails to cure the breach within 10 days of notice, provided that breaches that involve eSkill Confidential Information or intellectual property rights must be cured within 2 days of notice to avoid termination.d. eSkill shall retain Customer’s tests and test scores in eSkill’s database for a period of up to 1 year after Customer’s account expires. After this time, all of Customer’s tests and scores may be permanently deleted from eSkill’s database. The terms of Sections 4 – 8 shall survive termination.

‍

4. CONFIDENTIALITY

a. "Confidential Information" means all non-public information disclosed by one party to the other that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be considered confidential. eSkill’s Confidential Information includes all information obtained from the Website or from eSkill during the term of this Agreement, such as Customer’s pricing and discount terms and the terms of this Agreement. b. Each party shall: (i) protect the confidentiality of the other party's Confidential Information with at least the same degree of care as it uses to protect its own similar information, which shall in no event be less than reasonable care; (ii) use the other party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (iii) not disclose the other party's Confidential Information to any third party, except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.c. The foregoing obligations will not apply to any information to the extent such information: (i) is or becomes publicly available through no fault of the receiving party; (ii) is previously known or rightfully obtained by the receiving party without a similar restriction on use or disclosure; or (iii) is independently developed without use of or reference to the Confidential Information.d. If the receiving party is required by law, court order, or governmental authority to disclose the disclosing party's Confidential Information, the receiving party shall: (i) provide prompt written notice to the disclosing party (to the extent legally permitted); (ii) cooperate with the disclosing party's efforts to limit or contest such disclosure; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed.e. The confidentiality obligations in this Section shall remain in effect during the term of this Agreement and for a period of 5 years thereafter.

‍

5. INTELLECTUAL PROPERTY

a. Materials. All data, test content, software, and explanatory materials on, or accessed through, the Website or Services (“Materials”) are the copyrighted property of eSkill. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of eSkill or the respective copyright owner. The test questions provided by eSkill are the property of eSkill and cannot be used outside of the eSkill Service without its permission. Customer is responsible for any questions that it revises or creates. b. Trademarks. eSkill®, eSkill.com, the eSkill logo and the other marks and brands associated with eSkill’s products and services (the “Marks”), as well as all page headers, custom graphics, button icons, and scripts, whether or not registered, are the service marks, trademarks, and/or trade dress of eSkill and may not be copied, imitated or used, in whole or in part, without the prior written permission of eSkill. All other trademarks, service marks, product names, and company names or logos mentioned herein are the property of their respective owners. c. Rights; Restrictions. eSkill permits Customer, during the term, to display, copy, distribute and download the Materials for use only in connection with its own hiring and staffing processes, and not for resale or redistribution to, or use on behalf of, any third party, without eSkill’s express written permission; provided that Customer may not, without the written permission of eSkill or the respective copyright owner, (i) copy, publish or post any Materials, in whole or in part, on any computer network or broadcast or publications media, (ii) modify the Materials (except to edit or create custom questions using the eSkill Author or UI), or (iii) remove or alter any copyright, trademark or other proprietary notices contained in the Materials. Customer may not copy or adapt the HTML code that eSkill creates to generate its pages. Additionally, Customer may not reverse engineer, decompile, recompile, translate, adapt or disassemble the eSkill software that is made available to Customer (the “Software”) or any part thereof or otherwise attempt to access that software’s source code in any manner. Such code is also considered to be works of authorship protected by eSkill’s copyright. Unauthorized use of the Materials or Marks may violate copyright, trademark, and other laws. Customer may not sell or modify the Materials or reproduce, display, publicly perform, distribute, or otherwise use the Materials in any way for any public or commercial purpose.

‍

6. WARRANTIES; DISCLAIMERS

a. eSkill may make changes to the Website and Services at any time. If a change materially degrades your use of the Website or Services or your rights under the Agreement, you may terminate the Agreement with 30 days written notice and receive a refund for any amounts paid for the Services beyond the date of termination. You must exercise the foregoing termination right within 30 days of eSkill’s notice of the applicable change. b. eSkill does not perform identity verification or background checks of any individual respondent to an online assessment or monitor, qualify, or validate their responses. eSkill is not involved in any assessment or decision based on such responses. It has no control over the quality or legality of Customer’s hiring process or the relationship or negotiations between Customer and a respondent. Customer assumes all risks associated with its use of the Website and Services, including engagement with an individual engaged by Customer though its use of the Website or Services. Customer agrees that it is solely responsible for the form, content, legal compliance, and accuracy of any questions, question responses, or other content placed by Customer on the Website. eSkill shall not be considered an employer with respect to your use of the Services and shall not be responsible for any employment decisions, for whatever reason made, made by users of the Services. ESKILL DISCLAIMS ANY AND ALL LIABILITY RELATED TO THIRD-PARTY RECRUITMENT AND HIRING PROCESSES, AS WELL AS ANY NON-COMPLIANCE BY THIRD PARTIES WITH FEDERAL AND STATE EMPLOYMENT OBLIGATIONS, REGULATIONS AND GUIDELINES. c. Warranty Disclaimer. eSkill makes commercially reasonable efforts to keep its Materials and Services current and free of defects but provides no guarantee of the foregoing. THE WEBSITE, SERVICES, AND MATERIAL ARE PROVIDED ‘AS IS’ AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ESKILL DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. ESKILL MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, LEGAL COMPLIANCE OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. ESKILL DOES NOT WARRANT THAT THE WEBSITE, SERVICES OR MATERIAL WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. d. Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY (OR ITS AFFILIATES, AGENTS OR SUPPLIERS) BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF REVENUE, LOSS OF CUSTOMERS, LOSS OF GOODWILL, LOST PROFITS, COST OF COVER OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, ARISING IN ANY MANNER FROM THIS AGREEMENT, FROM THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, OR FROM THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, AND MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ESKILL’S TOTAL LIABILITY TO CUSTOMER FROM ANY AND ALL CAUSES (INCLUDING NEGLIGENCE AND INDEMNITY) EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ESKILL DURING THE 12 MONTH PERIOD PRECEDING THE CLAIM.

‍

7. INDEMNIFICATION

a. By eSkill. eSkill will defend and indemnify the Customer against any third-party claim to the extent that the Services or Materials provided by eSkill and used by Customer in full and strict compliance with the Agreement violates any copyright, trademark or trade secret of such third party, provided that Customer promptly notifies eSkill of the claim in writing, cooperates with eSkill in the defense, and allows eSkill to solely control the defense or settlement of the claim. eSkill will pay the claim defense costs, any eSkill negotiated settlement amounts, and any court awarded damages. If such a claim appears likely, then eSkill may modify the relevant data or item, procure the necessary rights, or replace it with the functional equivalent. If eSkill determines that none of these are reasonably available, then eSkill may terminate the applicable Service and refund any prepaid and unused fees. eSkill has no obligation for any claim arising from use of Customer data or items not provided by eSkill. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND ESKILL’S SOLE LIABILITY FOR THIRD-PARTY CLAIMS. b. By Customer. Customer will defend and indemnify eSkill against any third-party claims to the extent that such claim alleges that the Customer data, content or materials violate a patent, copyright, trademark, or trade secret and/or to the extent that Customer’s negligence, misconduct, violation of the law or misuse of the Website, Services or Materials is relevant to the third-party claim. Customer will pay the claim defense costs, any Customer negotiated settlement amounts, and any court-awarded damages, including attorney’s fees and defense-related expenses, provided that eSkill promptly notifies Customer in writing of the claim, cooperates with Customer in the defense and allows Customer to control the defense and any related settlement.

‍

8. GENERAL PROVISIONS

a. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any and all prior or contemporaneous agreements, understandings, representations, or statements of either party. No amendment or waiver of rights under this Agreement shall be effective unless made in writing by the party against which it is being enforced. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed, and the remainder of this Agreement will continue in full force and effect. The Agreement was negotiated and executed in English, and the original language version shall be controlling; all communications and notices hereunder shall be in English. b. Independent Contractors. The parties’ relationship is strictly contractual, shall not give rise to any fiduciary relationship, and shall remain at all times one of independent contractors. Neither party nor its employees, consultants or representatives shall be considered employees, partners, joint ventures, agents or franchisees of the other, and neither has the authority to bind the other nor shall make or purport to make any representations or commitments on behalf of the other. c. Force Majeure. Neither party shall be liable for any delay or failure to perform under this Agreement that is due to causes beyond its reasonable control. d. No Assignment. Neither party may assign or otherwise transfer any of its rights or delegate any of its duties hereunder in whole or in part, without the other party’s prior written consent, and any attempt to do so shall be void and of no effect; provided, however, that either party may assign this Agreement to any entity into which it is merged or which acquires all or substantially all of its business or assets without consent provided notice is given.e. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas without regard to its choice of law principles, provided that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal suit, action, or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of San Antonio and County of Bexar, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. A PARTY MAY NOT BRING AN ACTION IN RELATION TO THIS AGREEMENT MORE THAN 2 YEARS AFTER THE DATE THAT THE CAUSE OF ACTION ACCRUED. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS OR PURSUE ANY CLAIM AS A REPRESENTATIVE OF A CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. f. Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given: (i) upon personal delivery by hand or by a reputable overnight delivery service; or (ii) upon receipt if proof of actual receipt can be provided (including return acknowledgment of an emailed notice); or (iii) 3 days after mailing by U.S. certified mail, return receipt requested, addressed to the other party at the address set forth above or to such other address of which a party properly notifies the other.