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Terms & Conditions
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Terms & Conditions

1. License Terms

Definitions

(a) "Deliverable" refers to customized content, videos, products, software programs, source code, object code, specifications, documents, documentation, and operating instructions, as listed in Appendix A or developed under Appendix B or an applicable Statement of Work (SOW).

(b) "Documentation" means the instruction manuals and functional specifications that accompany the Software as provided to the Client.

(c) "Intellectual Property Rights" include all U.S. and international patents, copyrights, trade secrets, trademarks, trade names, service marks, moral rights, and other proprietary rights, including those related to the e‑SKY SOLUTIONS Content, Software, and Documentation.

(d) "e‑SKY SOLUTIONS Content" refers to proprietary content, videos, or related products, including all underlying code, algorithms, instructions, and interfaces.

(e) "Source Code" refers to the source code for e‑SKY SOLUTIONS's proprietary content.

(f) "Specifications" means the functional specifications for the e‑SKY SOLUTIONS Content as outlined in Appendix A.

License Grant

e‑SKY SOLUTIONS grants the Client a limited, non-exclusive, non-transferable, and non-sublicensable license to install, access, and use the e‑SKY SOLUTIONS Content (including any customized content listed in Appendix A) for internal business purposes.

The Client is responsible for managing all usernames, passwords, and system access. The Client must comply with all applicable laws regarding the use, input, and disclosure of data processed through the e‑SKY SOLUTIONS Content.

Access shall be limited to employees whose roles require such access. The Client must make reasonable efforts to keep all e‑SKY SOLUTIONS Confidential Information and Content secure.

During the Term, e‑SKY SOLUTIONS may use the Client's name and logo for internal and external marketing references.

Documentation License Grant

e‑SKY SOLUTIONS grants the Client a non-exclusive and non-transferable license to use and copy the Documentation for internal use, training, and archival purposes.

Title and Ownership

All rights, ownership, and title to the e‑SKY SOLUTIONS Content, Source Code, and Documentation - including all related Intellectual Property Rights - remain exclusively with e‑SKY SOLUTIONS. These materials constitute e‑SKY SOLUTIONS Confidential Information.

e‑SKY SOLUTIONS owns all corrections, modifications, enhancements, suggestions, updates, upgrades, and work products developed in relation to the e‑SKY SOLUTIONS Content or Documentation.

The Client shall not take any action that could negatively affect or compromise the e‑SKY SOLUTIONS Content. The Client shall not permit third‑party access without prior written authorization.

Except as expressly provided, the Client does not acquire any rights to the e‑SKY SOLUTIONS Content.

e‑SKY SOLUTIONS grants the Client a limited, non-exclusive, non-transferable, and non-sublicensable license to use Deliverables internally for as long as the Agreement remains in effect. The Client may not sell, transfer, reproduce, or modify Deliverables beyond what is expressly permitted.

Restrictions

The Client may not modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the e‑SKY SOLUTIONS Content without prior written consent.

The Client may not sublicense, assign, rent, lease, distribute, display, or otherwise make the e‑SKY SOLUTIONS Content available to any third party except as permitted in this Agreement.

The Client may not use any external interface to transmit data into the e‑SKY SOLUTIONS database components without prior written approval.

The Client shall not sell, lease, disclose, or provide access to the e‑SKY SOLUTIONS Content, Source Code, Documentation, or Confidential Information to unauthorized third parties.

Confidential Information

Either party may disclose confidential information during the performance of this Agreement. The receiving party must maintain strict confidentiality, use such information only as permitted under this Agreement, and protect it with reasonable safeguards.

Upon termination or expiration of this Agreement, all materials containing Confidential Information shall be immediately returned or securely destroyed.

Confidential Information may be disclosed if required by law, provided that the receiving party gives the disclosing party reasonable notice to allow objection or limitation of such disclosure.

Notification

The Client shall promptly notify e‑SKY SOLUTIONS of any suspected or actual misuse, infringement, or unauthorized disclosure of e‑SKY SOLUTIONS Content or Confidential Information. The Client may not initiate any legal action relating to intellectual property protection without e‑SKY SOLUTIONS's prior written approval.

2. Payment

General

All license and maintenance fees listed in Appendix A become due upon invoice and must be paid within thirty (30) days. Failure to comply with payment terms may result in suspension of access or termination of this Agreement.

Late balances may accrue interest at 1.5% per month, or the maximum amount permitted by law, whichever is lower.

Fees exclude taxes, duties, and government charges, which are the Client's responsibility.

Reimbursement of Expenses

Unless stated otherwise in a Statement of Work, the Client shall reimburse reasonable out‑of‑pocket expenses that were pre‑approved and incurred by e‑SKY SOLUTIONS while delivering additional services under Appendix B.

Taxes

The Client is responsible for all taxes, duties, levies, and similar charges applicable to the software or services, excluding taxes on e‑SKY SOLUTIONS's income. If required to pay taxes on the Client's behalf, e‑SKY SOLUTIONS may adjust its fees accordingly.

Audit

Both parties must maintain accurate records for the duration of the Agreement and three (3) years thereafter. Upon reasonable notice, either party may request a once‑per‑year audit during normal business hours with minimal disruption.

Additional Services

Any services not included in this Agreement will be delivered according to Appendix B and a mutually agreed Statement of Work.

3. Term and Termination

Term

This Agreement becomes effective on the date of signing and remains valid for thirty‑six (36) months unless terminated earlier. Extensions require mutual written agreement.

Termination for Cause

Either party may terminate this Agreement if the other party:

  • (a) Fails to pay undisputed fees and does not cure the issue within thirty (30) days of written notice.
  • (b) Materially breaches the Agreement and fails to cure within thirty (30) days of notice.
  • (c) Becomes insolvent, undergoes bankruptcy proceedings not resolved within sixty (60) days, or makes an assignment for creditors.

Either party may terminate immediately if the other violates confidentiality obligations or infringes intellectual property rights.

If terminated due to e‑SKY SOLUTIONS's uncured breach, the Client is entitled to a refund of license fees.

Termination Without Cause

The Client may terminate this Agreement without cause by providing sixty (60) days' written notice. e‑SKY SOLUTIONS may retain all prepaid amounts.

For multi‑year agreements:

• Termination in Year 1: Client owes the full annual incentive.
• Termination in Year 2: Client owes 50% of the annual incentive.
• Termination in Year 3: Client owes 30% of the annual incentive.

Effect of Termination

Upon expiration or termination:

(a) All Client licenses immediately terminate; access must cease.
(b) All e‑SKY SOLUTIONS materials must be returned or destroyed.
(c) All references, links, or branding must be removed.
(d) The Client must certify compliance in writing.

If termination is for reasons other than e‑SKY SOLUTIONS breach, e‑SKY SOLUTIONS retains all prepaid fees.

4. Warranties and Disclaimers

Warranties

e‑SKY SOLUTIONS warrants that:

(i) The Content and Documentation do not infringe U.S. intellectual property rights.
(ii) To the best of its knowledge, the Content is free from malicious code.
(iii) The Content, when used properly, operates in substantial conformity with the Documentation and Specifications.

e‑SKY SOLUTIONS does not guarantee uninterrupted or error‑free operation.

If material non‑conformities arise, e‑SKY SOLUTIONS shall have 120 days to correct or replace the affected Content. If unsuccessful, the Client may request a refund of applicable license fees.

Warranty Exclusions

These remedies apply only if the Client:

(i) Provides timely written notice during the warranty period.
(ii) Allows e‑SKY SOLUTIONS to verify the issue.
(iii) Used the Content according to the Documentation and without negligence.

Disclaimer of Warranty

Except as expressly stated in Section 4.1, all e‑SKY SOLUTIONS Content, Deliverables, and services are provided "as is" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, title, or non‑infringement.

e‑SKY SOLUTIONS does not guarantee accuracy of Client‑provided data and is not responsible for data loss. The Client is solely responsible for creating backups.

e‑SKY SOLUTIONS is not responsible for third‑party hardware, software, or database systems interacting with the Content.

5. Indemnification and Liability

By Client

The Client shall indemnify and defend e‑SKY SOLUTIONS from claims arising due to:

(i) The Client's breach of this Agreement.
(ii) The Client's negligence or willful misconduct.

The indemnifying party must receive prompt notice and has control of the defense. Settlements affecting the other party require written approval.

By e‑SKY SOLUTIONS for Infringement

e‑SKY SOLUTIONS will defend the Client against third‑party claims of U.S. intellectual property infringement and will cover resulting damages, provided the Client cooperates and allows e‑SKY SOLUTIONS to control the defense.

If infringement is confirmed, e‑SKY SOLUTIONS will, at its option:

(i) Procure continued use rights.
(ii) Replace the infringing Content.
(iii) Modify it to remove infringement.

Limitation of Liability

e‑SKY SOLUTIONS is not liable for indirect, incidental, special, punitive, or consequential damages, including loss of data, access, or accuracy.

If direct damages are awarded despite this limitation, liability shall not exceed the total fees paid by the Client in the previous twelve (12) months.

Data Integrity

e‑SKY SOLUTIONS maintains commercially reasonable safeguards for protecting data integrity as received from the Client.

However, due to the nature of Internet‑based systems, e‑SKY SOLUTIONS cannot guarantee absolute security during electronic transmission.

e‑SKY SOLUTIONS is not responsible for security breaches occurring through Client devices, networks, or third‑party systems.

6. General

Notices

All notices must be written and delivered in person, by registered mail, or by overnight courier. Delivery is deemed effective upon receipt, three business days after mailing, or one business day after courier dispatch.

Assignment

Neither party may assign this Agreement without the other's consent, except in the case of a successor acquiring substantially all business assets, provided the successor agrees in writing to be bound by this Agreement.

Governing Law

This Agreement is governed by the laws of the Province of Quebec. Jurisdiction for disputes lies exclusively in courts located in Quebec, Canada.

Each party consents to personal jurisdiction in the State of Missouri for enforcement purposes.

Non-Solicitation

For twelve (12) months after termination, neither party may recruit or hire the other party's employees or contractors except through general job postings or with written consent.

Breaches require payment of 75% of the employee's first‑year compensation.

Independent Contractors

Both parties operate as independent contractors. Nothing in this Agreement constitutes a partnership, joint venture, or agency relationship.

Severability

If any provision is deemed invalid or conflicts with governing law, the remaining terms remain fully enforceable.

Survival

All provisions intended to survive termination shall remain in effect.

No Waiver

Failure to enforce any provision does not constitute a waiver of rights.

Force Majeure

A party is excused from performance (excluding payment obligations) during events beyond reasonable control, including natural disasters, war, or government restrictions.

Execution

This Agreement may be executed in counterparts, all of which together constitute a single binding document.

Entire Agreement

This Agreement represents the complete understanding between the parties and supersedes all prior discussions or agreements, whether written or oral.

Privacy Policy
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e-SKY Privacy Policy

Effective Date: Thursday, November 13, 2025
Last Updated: Thursday, November 13, 2025

1. Commitment to Privacy

e-SKY Solutions ("we," "our," or "us") respects the privacy of its clients, users, and partners ("you," "your"). This Privacy Policy explains how we collect, use, protect, and disclose your information when you use the e-SKY Learning Management System (LMS).

2. Information Collected

We may collect the following types of information:

  • Account Information: Name, email address, organization details, role, and login credentials.
  • Usage Data: Activity logs, access times, course progress, and interactions within the LMS.
  • Content & Deliverables: Any data, files, or materials uploaded by you or generated through use of the LMS.
  • Technical Data: Device type, IP address, browser type, operating system, and error logs.
  • Payment & Billing Information: As required for license and maintenance fee processing.

3. Information Use

Your information may be used to:

  • Provide access to and manage your e-SKY products and services account.
  • Deliver services, content, and customized learning materials.
  • Improve functionality, performance, and user experience of the e-SKY products.
  • Ensure security, prevent unauthorized access, and comply with legal obligations.
  • Process payments, invoices, and maintain accurate financial records.
  • Communicate with you regarding updates, support, and service-related notices.
  • With your consent, use your organization's name or logo for marketing purposes (as noted in the Terms & Conditions).

4. Data Ownership & Confidentiality

  • All intellectual property and system content remain the property of e-SKY Solutions.
  • Your data (including personal and organizational content) remains your property.
  • Both parties agree to maintain confidentiality of exchanged information, as outlined in the Terms & Conditions.

5. Data Protection & Security

We implement commercially reasonable safeguards to protect your information, including:

  • Encryption of transmissions where applicable.
  • Access controls are limited to authorized personnel.
  • Industry-standard monitoring and data integrity protection.

Important Note: While we take strong measures, absolute security of data transmissions over the internet cannot be guaranteed. Clients are responsible for maintaining their own backups of critical data.

6. Data Sharing & Disclosure

We do not sell or lease your personal information. Data may only be shared in the following circumstances:

  • With Consent: When you authorize us to do so.
  • Service Providers: With third-party vendors assisting in hosting, support, or payment processing.
  • Legal Obligations: If required by law, court order, or regulatory authority, with prior notice where possible.
  • Protection of Rights: To enforce agreements, protect against misuse, or defend intellectual property.

7. Data Retention

We retain your personal information for as long as necessary to fulfill contractual obligations, comply with laws, or resolve disputes. Upon contract termination or request, data may be securely deleted or returned, in accordance with the Terms & Conditions.

8. Your Rights

Depending on your jurisdiction, you may have the right to:

  • Access, update, or correct your personal information.
  • Request deletion of your data (subject to legal and contractual obligations).
  • Restrict or object to processing certain data.
  • Receive a copy of your data in portable format where applicable.

Requests may be submitted to [email protected]

9. International Transfers

As e-SKY Solutions operates in multiple jurisdictions, your data may be transferred across borders. All such transfers will comply with applicable data protection laws.

10. Governing Law

This Privacy Policy, like the Terms & Conditions, is governed by the laws of Quebec, Canada, with disputes subject to the jurisdiction of Quebec courts.

11. Changes to this Privacy Policy

We may update this Privacy Policy from time to time. Material changes will be communicated via email or posted within the e-SKY products and services user interface.

12. Contact Us

If you have any questions or concerns about this Privacy Policy or our data practices, please contact us at [email protected]

e-SKY Solutions
3551 Bd Saint-Charles
#369, Kirkland,
QC H9H 3C4
[email protected]
1855-MYESKY-1

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