NAPA
XcceleratoR Terms & Conditions

IMPORTANT — PLEASE READ CAREFULLY. These Terms and Conditions of Use (the “Terms”) contain important information about your rights and obligations, including disclaimers of warranties, limitations of liability, an arbitration agreement, and a class-action waiver. By accessing or using the NAPA XcceleratoR program, the related application, the extended reality (XR) headset and any associated Smart Glasses or peripherals, or the software that operates them, you agree to be bound by these Terms.

1. Acceptance of Terms and Parties

These Terms form a binding agreement between you (and, if you are using the Services on behalf of an entity, that entity) (“you” or “User”) and Skillmaker, Inc. (“Skillmaker”), together with the National Automotive Parts Association, LLC (“NAPA”), Genuine Parts Company (“GPC”), Solera Holdings, LLC and its affiliates including Identifix (collectively, “Solera”), AutoVitals, Inc. (“AutoVitals”), and other authorized partners, licensors, suppliers, distributors, and affiliates (each a “Partner” and collectively, with Skillmaker, NAPA, GPC, Solera, and AutoVitals, the “NAPA XcceleratoR Parties” or “we,” “us,” or “our”).

If you do not agree to these Terms, do not access or use the Services. If you are entering into these Terms on behalf of a Subscriber, you represent that you have authority to bind that entity to these Terms, in which case “you” refers both to you individually and to that entity.

These Terms are in addition to, and do not replace, any signed master service, license, distribution, channel, or partnership agreement between Skillmaker (or another NAPA XcceleratoR Party) and a Subscriber. In the event of a conflict between these Terms and a signed written agreement, the signed written agreement controls with respect to the matters it covers.

2. Definitions

• “Application” means the NAPA XcceleratoR mobile, desktop, web, and headset applications, including all updates, releases, and successor versions.

• “Content” means all text, graphics, images, audio, video, simulations, scenarios, modules, scoring rubrics, datasets, repair information, training materials, documentation, and other content made available through the Services.

• “Devices” means the XR headset, Smart Glasses, controllers, peripherals, packaging, and other hardware provided or authorized for use with the Application, and any replacements thereof.

• “Program” means the NAPA XcceleratoR program, including the curriculum, certifications, deployment model, support services, and exclusive workforce-development partnership between Skillmaker and NAPA.

• “Services” means, collectively, the Application, Devices, Software, Content, websites, portals, and related services.

• “Software” means the firmware, operating system, runtime, server-side, client-side, and all other software that operates or supports the Devices and Application, in object-code form, including all updates.

• “Subscriber” means the NAPA Auto Care center, NAPA AutoCare shop, independent service center, fleet, dealership, training institution, school, or other organization that licenses or purchases the Services.

3. Eligibility and Accounts

The Services are intended for use by individuals who are at least eighteen (18) years of age, except where deployed in approved educational or workforce-development settings for Users at least thirteen (13) years of age with appropriate parental or institutional consent. By using the Services, you represent that you meet the applicable age and capacity requirements.

To access certain features, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update it promptly when it changes. You are responsible for safeguarding your credentials and for all activity occurring under your account. Notify us promptly at support@napaxccelerator.com of any suspected unauthorized use.

4. License Grant

Subject to your continuous compliance with these Terms and payment of all applicable fees, the NAPA XcceleratoR Parties grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable term, to:

•  Install and use the Application and Software on the Devices and on supported personal computing equipment for your internal business or training purposes;

•  Access and use the Content as delivered through the Services for the purpose of completing training, assessments, and certifications offered through the Program; and

•  Use the Devices solely as authorized by these Terms and any accompanying documentation.

All rights not expressly granted are reserved by the NAPA XcceleratoR Parties and their respective licensors. No license is granted to you, by implication, estoppel, or otherwise, in or to any trademark, service mark, trade name, logo, or other intellectual property of any NAPA XcceleratoR Party.

5. Restrictions on Use

You will not, and will not permit any third party to:

•  Copy, modify, adapt, translate, port, or create derivative works of the Application, Software, Devices, or Content, except as expressly permitted by these Terms or applicable law that cannot be lawfully waived;

•  Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, or underlying ideas, file formats, or non-public APIs of the Application, Software, or Devices;

•  Sell, resell, rent, lease, lend, sublicense, distribute, transfer, or otherwise commercially exploit the Services or Content other than as expressly permitted in writing by Skillmaker;

•  Use any robot, spider, scraper, headless browser, or other automated means to access, retrieve, scrape, or index any portion of the Services or Content, or to circumvent any access or use restrictions;

•  Frame, mirror, or otherwise reproduce or display any portion of the Services or Content as if it were your own;

•  Bypass, disable, or interfere with security, authentication, digital rights management, license enforcement, telemetry, or other protective features of the Services;

•  Use the Services to develop a competing product, train an artificial-intelligence or machine-learning model for use outside the Program, or to benchmark performance for publication, in each case without our prior written consent;

•  Submit any unlawful, infringing, defamatory, harassing, hateful, deceptive, obscene, or otherwise objectionable content;

•  Use the Services to violate any applicable law, including export-control, sanctions, privacy, intellectual-property, employment, or anti-discrimination laws;

•  Interfere with, disrupt, or impose an unreasonable load on the Services, networks, or servers, or attempt to gain unauthorized access to any account, system, or data;

•  Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Services, Content, or Devices.

6. Devices, Hardware, and Care

6.1 Title and Risk

Unless otherwise specified in a written agreement (including a master service agreement, lease, or evaluation agreement), Devices are sold and title to purchased Devices passes to the Subscriber upon delivery, after which risk of loss, theft, damage, or destruction is the Subscriber’s. Where Devices are provided on a subscription, lease, or loan basis, title remains with Skillmaker (or its designated Partner), and the Subscriber will return the Devices in good working order, subject to ordinary wear and tear, upon termination or expiration.

6.2 Care and Use

You will use the Devices in accordance with the manufacturer’s and Skillmaker’s instructions. You will not modify, repair, open, or attempt to service the Devices, except by personnel authorized by Skillmaker. You are responsible for keeping the Devices clean and free from contaminants, especially given the shop-floor environment in which they may be used.

6.3 Updates

The Software, including firmware on the Devices, is updated from time to time to provide new features, security patches, bug fixes, and content updates. You consent to automatic delivery and installation of such updates. Failure to install updates may impair the operation of the Services and may result in suspension.

7. Orders, Subscriptions, Fees, and Taxes

Pricing for Devices, subscriptions, training credits, certifications, and other items is as set forth on the order, statement of work, e-commerce checkout, or written agreement (each, an “Order Form”). Unless otherwise stated:

•  All prices are in U.S. dollars, exclusive of taxes, duties, and shipping;

•  Order Forms are not binding until accepted by Skillmaker, and we reserve the right to correct pricing or product errors at any time, including after submission and acceptance of an Order Form;

•  Subscriptions automatically renew for the same term unless cancelled in accordance with the Order Form;

•  Fees are non-refundable except as expressly stated in these Terms, the applicable Order Form, or the NAPA XcceleratoR Deposit Refund Policy (the “Deposit Refund Policy,” available at https://napaxccelerator.com/refund-policy/), and you are responsible for all applicable taxes other than taxes on Skillmaker’s net income. If your access is terminated by us without cause prior to the end of a pre-paid subscription term, we will refund the pro-rata portion of pre-paid fees attributable to the unused remainder of the then-current term;

•  Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law.

8. Intellectual Property

The Services, Software, Application, Devices, and Content (other than User Content as defined in Section 9) and all intellectual-property rights therein and thereto are and will remain the exclusive property of the NAPA XcceleratoR Parties and their respective licensors. Without limiting the foregoing:

•  Skillmaker owns the Application, the seven-step learning methodology, and the Skillmaker platform, including its multi-agent AI orchestration, scenario engine, and assessment frameworks;

•  NAPA and GPC own the NAPA brand, the NAPA Auto Care brand, the NAPA XcceleratoR brand, and related trademarks, trade dress, and goodwill, which are licensed to Skillmaker for use in the Program;

•  Solera, Identifix, and their affiliates own their diagnostic content, repair information, “Smart Tech” branding, and related intellectual property, which is licensed for integration into the Services;

•  AutoVitals owns the digital vehicle inspection content, shop-management integrations, and related intellectual property, which is licensed for integration into the Services;

•  Hardware manufacturers, including providers of XR headsets and Smart Glasses, retain ownership of their hardware designs, firmware, and related intellectual property.

All rights not expressly granted are reserved. Any feedback, suggestions, or ideas you voluntarily provide to us regarding the Services (“Feedback”) may be used by the NAPA XcceleratoR Parties without restriction or compensation. For the avoidance of doubt, Feedback does not include User Content (as defined in Section 9).

9. User Content

You may have the opportunity to submit, upload, or otherwise make available content through the Services, including notes, voice memos, photographs, videos from Smart Glasses, scenario annotations, comments, and feedback (“User Content”). You retain ownership of your User Content, and you grant the NAPA XcceleratoR Parties a worldwide, royalty-free, non-exclusive, sublicensable, transferable license to host, store, reproduce, modify, create derivative works of, publicly display, publicly perform, distribute, and otherwise use User Content for the purposes of operating, providing, improving, and promoting the Services and the Program, including the development of training scenarios, case studies, and aggregated analytics, in accordance with the Privacy Policy.

You represent and warrant that you have all rights necessary to grant the foregoing license, that your User Content does not violate the rights of any third party, and that it does not violate any law or these Terms. We may, but are not obligated to, monitor, review, or remove User Content at any time.

10. Third-Party Content, Integrations, and Hardware

The Services may include or interoperate with third-party content, software, services, or hardware, including diagnostic data and content provided by Solera/Identifix, shop-management and inspection content provided by AutoVitals, and XR headsets and Smart Glasses provided by hardware manufacturers. Your use of such third-party items is subject to their respective terms, end-user license agreements, and privacy notices, in addition to these Terms. The NAPA XcceleratoR Parties are not responsible for third-party content or services and do not endorse them, except as expressly stated.

11.1 Photosensitive Seizures

A very small percentage of people may experience a seizure when exposed to certain visual images, including flashing lights or patterns. Even people who have no history of seizures may have an undiagnosed condition that can cause photosensitive epileptic seizures while using the Devices. Stop use immediately and consult a doctor if you experience any symptoms, including dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, convulsions, or any involuntary movement.

11.2 Motion Sickness, Discomfort, and Eye Strain

Some users may experience motion sickness, nausea, dizziness, disorientation, headache, fatigue, eye strain, or dry eyes when using XR equipment. Take regular breaks of at least ten to fifteen (10–15) minutes every thirty (30) minutes of use, and stop using the Devices if you experience any of these symptoms.

11.3 Physical Environment and Surroundings

XR Devices and Smart Glasses can obscure or distort your view of the real world. Before each session, ensure you have sufficient clear space, free of trip and impact hazards, sharp edges, breakable items, vehicles, lifts, hot surfaces, fluids, electrical hazards, or moving equipment. Do not use the Devices in or near roadways, lifts, hoists, moving vehicles, energized electrical systems, or any other environment in which loss of awareness could cause injury.

11.4 Workplace Use

When the Devices are used in a shop, classroom, or other workplace, the Subscriber is responsible for risk assessment, training, supervision, signage, and compliance with applicable occupational health and safety laws and regulations, including those administered by the U.S. Occupational Safety and Health Administration (OSHA) and any state-equivalent agency. Subscribers should not permit Users to operate the Devices while operating motor vehicles, heavy machinery, or other equipment for which full situational awareness is required.

11.5 Medical Conditions and Pregnancy

Consult a physician before use if you are pregnant; elderly; have pre-existing binocular vision abnormalities, psychiatric conditions, balance disorders, or heart conditions; or experience symptoms after use. Do not use the Devices when you are tired, intoxicated, or under the influence of drugs or medications that may impair your awareness or coordination.

11.6 Hygiene and Sanitation

XR Devices and Smart Glasses are typically used in close contact with the face, eyes, and skin. Subscribers and Users are responsible for cleaning and sanitizing Devices between Users in accordance with manufacturer instructions and any applicable health regulations.

11.7 Children and Adolescents

The Devices are not intended for use by children under thirteen (13). Use by adolescents between thirteen (13) and seventeen (17) should be limited, supervised by a qualified adult, and conducted only in approved educational or workforce-development settings.

12. Privacy

Your use of the Services is also governed by the NAPA XcceleratoR Privacy Policy, which describes the personal information we collect and how we use, share, and protect it, including in connection with sensor, voice, gaze, and environmental data captured by the Devices. By using the Services, you acknowledge that you have read and understood the Privacy Policy. Where the Services are used by individuals under eighteen (18) years of age, Skillmaker will handle personal information in accordance with the Children’s Online Privacy Protection Act (COPPA) and applicable state laws governing minors’ data, as further described in the Privacy Policy.

The Devices may collect data that constitutes biometric identifiers or biometric information under applicable law. The collection, use, retention, and destruction of such data is governed by the Privacy Policy. Subscribers are responsible for providing any notices to, and obtaining any consents from, their Users required by applicable law prior to permitting use of the Devices.

13. Confidentiality

In the course of using the Services, you may have access to non-public information, materials, or features of the NAPA XcceleratoR Parties or other Users that are designated as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). You will (a) hold Confidential Information in strict confidence, (b) use it solely to receive and use the Services, and (c) not disclose it to any third party without our prior written consent. This obligation survives termination.

14. Disclaimers of Warranties

THE SERVICES, DEVICES, APPLICATION, SOFTWARE, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NAPA XCCELERATOR PARTIES, INCLUDING SKILLMAKER, NAPA, GPC, SOLERA, IDENTIFIX, AUTOVITALS, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected. The Services do not constitute professional automotive advice and are not a substitute for personal consultation with a qualified automotive service technician, mechanic, instructor, or licensed professional. Any reliance on the Services is at your own risk.

Some jurisdictions do not allow the exclusion of certain implied warranties; in such jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY NAPA XCCELERATOR PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF THE NAPA XCCELERATOR PARTIES, IN THE AGGREGATE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

These limitations apply to all causes of action in the aggregate. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you. Where any provision of this Section is held to be unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

16. Indemnification

You agree to defend, indemnify, and hold harmless the NAPA XcceleratoR Parties and their respective officers, directors, employees, agents, licensors, and suppliers from and against all claims, demands, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services in violation of these Terms or applicable law; (b) your User Content; (c) your violation of any rights of a third party, including intellectual property and privacy rights; (d) any breach of these Terms by you; and (e) for Subscribers, the conduct of any User authorized to access the Services through your account.

17. Term and Termination

These Terms remain in effect while you use the Services. We may suspend or terminate your access to the Services, in whole or in part, at any time, with or without cause, with or without notice, including for any violation of these Terms. Upon termination, your license to use the Services ends immediately, and you must cease all use, return any Devices that are not owned by you, and destroy all copies of the Software and Content in your possession or control. Sections that by their nature should survive termination (including those concerning intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

18. Export Controls and Sanctions

The Services may be subject to U.S. and other export-control and sanctions laws. You may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services in violation of such laws, including to any country, end user, or end use that is restricted under U.S. law. You represent that you are not located in, and are not a national or resident of, any country to which the United States embargoes goods or services.

19. Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflicts-of-laws principles, and, where applicable, by the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Notwithstanding the foregoing, nothing in these Terms limits the applicability of any mandatory consumer-protection statute of the state in which you reside that cannot be waived by contract.

20. Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE NAPA XCCELERATOR PARTIES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Except for actions by either party to protect intellectual property rights or to enforce confidentiality obligations, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be conducted in Wilmington, Delaware (or another mutually agreed location) by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may bring an individual action in small claims court (or the equivalent court of limited jurisdiction) in the county or judicial district in which the claimant resides, provided the claim falls within the court’s jurisdictional limits and remains on an individual, non-class basis.

YOU AND THE NAPA XCCELERATOR PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days after first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect the other provisions of these Terms.

21. Changes to the Terms or Services

We may modify these Terms or any portion of the Services at any time. Material changes to these Terms will be communicated through the Services or by email at least thirty (30) days before they become effective, except where a shorter period is required to address security, legal, or regulatory concerns. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must discontinue use of the Services prior to the effective date, and, for Subscribers with pre-paid subscription terms, Skillmaker will refund the pro-rata portion of pre-paid fees attributable to the unused remainder of the then-current term.

22. Notices

Notices to you may be provided via the Services, by email, or by other reasonable means. Notices to Skillmaker must be sent to:

Skillmaker, Inc. — Legal Department

Carolina Beach, North Carolina, USA

Email: [email protected]

Notices regarding NAPA, Genuine Parts Company, Solera/Identifix, AutoVitals, or other Partners may be directed through the contact channels published by those companies. Notices to Skillmaker will be effective when received.

22. Consent to Electronic Communications

By using the Services or providing your email address to Skillmaker, you consent to receive all notices, disclosures, agreements, and other communications from Skillmaker electronically, including via email, through the Services, or by posting to the Skillmaker website (collectively, “Electronic Communications”). You agree that Electronic Communications satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law, including under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable state Uniform Electronic Transactions Act. You represent that you have the hardware and software necessary to receive and retain Electronic Communications, including a device with internet access, a current web browser, and a valid email address. You may withdraw your consent to receive Electronic Communications by contacting support@napaxccelerator.com; however, withdrawal of consent may limit your ability to use certain features of the Services. This consent does not affect your opt-out rights under the arbitration provision in Section 20.

23. General Provisions

•  Entire Agreement.These Terms, together with the Privacy Policy, the Deposit Refund Policy, or any Order Form, constitute the entire agreement between you and the NAPA XcceleratoR Parties regarding the Services and supersede all prior or contemporaneous communications and proposals on the subject.

•  Severability.If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

•  No Waiver.No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right.

•  Assignment.You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

•  Force Majeure.Neither party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control.

•  Independent Contractors.The relationship of the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

•  Third-Party Beneficiaries.NAPA, GPC, Solera, Identifix, AutoVitals, and other Partners are intended third-party beneficiaries of the disclaimers of warranties (Section 14), limitations of liability (Section 15), and indemnification (Section 16) provisions of these Terms and may enforce those provisions directly against you.

•  Headings.Section headings are for convenience only and do not affect interpretation.

•  U.S. Government End Users.The Software and Content are “commercial items” as defined in 48 C.F.R. § 2.101 and are licensed to U.S. Government end users only with those rights granted to all other end users under these Terms, in accordance with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4.

LAST UPDATED MAY 4, 2026

— End of Terms and Conditions —

NAPA XcceleratoR™ is a trademark of Skillmaker, Inc., used in cooperation with the National Automotive Parts Association, LLC.