SkillPills - Terms & Conditions

1. Agreement

This Terms and Conditions ("Agreement") governs the use of the SkillPills software ("Software") provided by ProgeSwiss S.a.r.l., a Swiss private limited company with the company registration number CHE-499.034.398, having its registered office at Route de Crassier 7, CH-1262 Eysins, Switzerland ("Licensor"), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other forms, that describe the Software or its use or specifications ("Documentation").

By ordering or using the Software, the entity identified on the applicable quote, invoice, or order ("Licensee") accepts this Agreement and agrees to be legally bound by its terms. If the Licensee does not agree to the terms of this Agreement, the Licensor will not and does not license the Software to the Licensee, and the Licensee must not download, install, or use the Software or Documentation.

2. License Grant

2.1 License: Subject to the Licensee's compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the Software solely in accordance with the Documentation.

2.2 Scope of Use: Licensee is permitted to:

Deploy the Software on a platform listed as supported in the Documentation, running a validly licensed Microsoft environment for which the Software is designed.
Use the Software in accordance with the Documentation, subject to the limitations and prohibitions set out in this Agreement.
Install the Software in test and staging environments for ordinary testing and backup purposes.

2.3 Deployment Restrictions:

The license covers the deployment of the Software in one staging and one production Power Platform environment.
Any deployment in additional production environments requires the purchase of an additional license.
Licensee may not sublicense, assign, or transfer the rights granted under this Agreement without Licensor's prior written consent.

3. Licensee Obligations

Licensee agrees to:

Use the Software only for lawful purposes and in accordance with the Documentation.
Ensure that all users of the Software are authorized and comply with the terms of this Agreement.
Not modify, translate, adapt, or create derivative works from the Software without Licensor's prior written consent.
Not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by applicable law.

4. Intellectual Property

All intellectual property rights in and to the Software and Documentation are owned by Licensor or its licensors. Licensee acknowledges that it has no rights in or to the Software or Documentation other than the limited license granted under this Agreement.

5. Fees and Payment

Licensee agrees to pay all fees specified in the applicable quote, invoice, or order. All payments are due within thirty (30) days from the date of invoice unless otherwise specified. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6. Support & Maintenance

No support is included with the purchase of the Software.
A separate sustain contract can be contracted for ongoing support by contacting contact.skillpills@progeswiss.ch.

7. Warranty Disclaimer

The Software and Documentation are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

In no event will Licensor be liable for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement, including, but not limited to, loss of profits or revenue, even if Licensor has been advised of the possibility of such damages. Licensor's total liability for any direct damages will not exceed the amount paid by Licensee for the Software under this Agreement.

9. Confidentiality

Licensee agrees to maintain the confidentiality of all non-public information disclosed by Licensor under this Agreement and not to use such information for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement.

10. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Lausanne, Switzerland.

11. Miscellaneous

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings.

11.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

11.3 Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.4 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.