This Skynova Terms of Service Agreement ("Terms of Service" and/or "Agreement")
is entered into between Skynova Inc, all of its subsidiaries and all of its
parent companies (collectively, "Skynova," "we," and/or "us") and the individual(s) or
entity that accesses and/or uses the "Services" (defined herein) provided by Skynova,
including without limitation, any employee, independent contractor, invitee or
agent of such individual or entity whether or not a "subscriber" to the Services
or the Services have been paid for by anyone ("User," "you," and/or "your").
BY CREATING YOUR ACCOUNT, ACCESSING AND/OR USING THE SERVICES, YOU AGREE TO
COMPLY WITH AND BE BOUND BY THIS AGREEMENT. Skynova MAY MODIFY THIS AGREEMENT AT
ANY TIME WITHOUT PRIOR NOTICE. CONTINUED USE OF THE SERVICES WILL BE CONDITIONED
UPON THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT AT THE TIME OF YOUR USE. BY
ACCESSING AND/OR USING THE SERVICES YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.
YOU ARE URGED TO READ CAREFULLY THIS ENTIRE AGREEMENT AND PRINT AND RETAIN A COPY
FOR YOUR RECORDS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED
IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO AND SHOULD NOT ACCESS OR USE THE SERVICES.
- DEFINITIONS. Capitalized terms have the following
meanings unless otherwise defined herein:
- "Account"
The means by which Skynova authorizes access to the "Services"
(defined herein) through the purchase of and/or establishment
of future payment(s);
- "Affiliate"
Any direct or indirect parent or subsidiary of Skynova (whether
wholly, majority, or minority owned by the common owner), any
Skynova officer, director, employee, reseller, distributor and/or
joint venture partner;
- "Agreement"
This "Terms of Service Agreement" together with other
agreements defined herein;
- "Content"
Any data, packets, documents, information, form, communication
or other material that is transmitted, uploaded, transferred,
controlled, downloaded, recorded or otherwise made available or
existing in conjunction with the Services whether or not using
your Log-In Information, including without limitation any and
all "Personal Information" (defined herein),
identities and likeness of "Persons" (defined
herein), recordings, and any other spoken, written or
electronic expressions or works.
- "Person"
Any individual human being or legal entity;
- "Personal
Information" Any information collected or maintained
by Skynova that identifies or could be used to identify you and
others Persons;
- "Site"
The internet domain "skynova.com," any sub-domains
thereof and/or any successor websites owned and/or controlled
by Skynova; and
- "Services"
Collectively, the Site and any Content made available to you by
Skynova.
-
The information on any Skynova site is provided on a strictly "as is", "where is" and "where available" basis. Skynova does not provide any warranties (either express or implied) with respect to the information provided on any Skynova site and/or your use of any of the Skynova Sites generally or for any particular purpose. Skynova expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. Skynova will not be responsible for any loss or damage that could result from your utilization of any information, in whole or in part, of any information made available to you via any Skynova sites. Although the information provided to you on this website is obtained or compiled from sources we believe to be reliable, Skynova cannot and does not guarantee the accuracy, validity, timeliness, or completeness of any information or data made available to you for any particular purpose. Neither Skynova, nor any of its affiliates, directors, officers or employees, nor any third party providers of content, software and/or technology (collectively, the "Skynova Parties"), will be liable or have any responsibility of any kind for any loss or damage that you incur resulting from the act or omission of any other party involved in making any data contained on any Skynova site or the products or services offered on any Skynova site available to you.
In no event will Skynova or any of the Skynova parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if Skynova or any other such party has been advised of the possibility thereof.
- PAYMENT TERMS, REFUNDS, UPGRADING.
You can create a free trial account
without the use of a credit card. The free trial lasts
twenty-one (21) days. A valid credit card, however, is required
to pay your monthly charges if you decide to sign up for a paid
plan when the trial is over. A paid account is billed in advance
on a monthly basis on the same day each month and is
non-refundable. There will be absolutely no refunds or credits
for partial months of service, upgrade/downgrade refunds, or
refunds made regardless of whether you do or do not use the
Service. Upgrading from your free trial account to any Skynova
fee-paying accounts will end your free trial. You will be billed
for your first month immediately upon upgrading. All fees are
exclusive of all taxes or duties by taxing authorities and you
shall be responsible for payment of all such taxes or duties.
Downgrading your account at Skynova may cause the loss of Content,
features or capacity of your Account. Skynova shall not be liable
for any such loss.
- CANCELLATION OF SERVICE.
You may cancel the Service and your Account at
any time. Your cancellation will take effect immediately and you
will not be billed for any subsequent months. You can choose to
cancel the paid plan and keep your account. If you choose to
close your account, you will not be able to log into your
account. If you cancel or close your account, the content in the
account can be deleted at any time with no further notification.
If you have any questions about cancellation, please email us at support@skynova.com.
Skynova has the
right to suspend or deactivate your account at any time for any
reasons, including, but not limited to, excessive usage of our
servers resources. Such terminations of the services will result
in deletion of your account and forfeiture of all content in
your account.
- NON-OWNERSHIP OF SERVICES.
Your use of the Services is licensed, and not
sold to you, solely for your use under the terms and conditions
of this Agreement and the License granted herein. Skynova retains
all right, title, and interest relating to or embodied in the
Services, including without limitation all intellectual property
rights, technology, know-how and copies relating thereto. You
hereby agree to promptly enter into any further agreements
required by Skynova to legally or commercially document, perfect
or retain such ownership, including without limitation, if
applicable, ensuring that any of your employees and contractors
do the same.
- OWNERSHIP OF MARKS.
All brand names, product names, trade names, domain names,
graphics, logos, service marks and trademarks relating to the
Services (collectively, the "Marks") are the property
of Skynova or its Affiliates. Skynova and its Affiliates retain all
right, title and interest in and to the Marks, including all
intellectual property rights. You may not remove from, add to,
or alter any portion of the Marks, copyright notices or other
proprietary rights or markings associated with the Services. You
are prohibited from using any of the Marks for any purpose
without Skynova's prior express written consent.
- LICENSE OF CONTENT.
You hereby grant to Skynova, solely for the purpose of providing
the Services, a non- exclusive, worldwide, royalty-free,
fully-paid, transferable license to host, cache, copy, display,
transmit, upload, transfer, control, download, record and
transmit certain types of Content in connection with your use of
the Services.
- CONTENT DISCLAIMERS.
Skynova does not verify or endorse any Content. Skynova does not
represent or endorse the accuracy or reliability of any Content.
You acknowledge that any reliance by you upon any Content
(whether yours or others) shall be at your sole risk. Any
Content placed on the Site represents solely the views of the
publisher of the Content and does not represent the views of
Skynova. You are solely responsible for your Content including, if
desired by you, the making and keeping of back-up copies of any
or all Content. Skynova has no responsibility or liability for the
deletion or accuracy of any Content, the failure to store,
transmit or receive transmission of any Content (whether or not
processed by the Services), or the security, privacy, storage or
transmission of other communications involving use of the
Services.
- USER REPRESENTATIONS, WARRANTIES AND COVENANTS.
With the knowledge and understanding that Skynova and its Affiliates
will rely on the following representations, warranties, and covenants
by you, which you will ensure remain true and correct at all times
during the life of this Agreement, you hereby represent, warrant,
and covenant that:
Use of Services
- You have all necessary
right, power and authority to enter into this Agreement and to
perform the acts required of you hereunder.
- Your ability to access
and use the Services may require the payment of third party
fees and charges (including but not limited to fees and
charges such as telephone toll charges, airtime charges or
internet service provider fees and/or fees or taxes imposed on
internet services, including any sales or use taxes by
governmental agencies) and that Skynova shall not be responsible
for paying any such fees, charges and taxes.
- To gain access to and use
the Services, you will be required to provide an e-mail
address and to create a log-in and password (collectively,
"Log-In Information"). You are solely responsible
for all activity occurring under your Log-In Information. You
must keep your Log-In Information confidential and must not
share your Log-In Information with third parties. Skynova has no
obligation or responsibility with regard to your use,
distribution, disclosure or management of Log-In Information.
Notwithstanding the foregoing, Skynova may require you to change
your Log-In Information if such Log-In Information is
inconsistent with the terms of this Agreement. You agree that
Skynova may act in reliance, without investigation, upon any of
your Log-In Information. We will not be required to inquire
into the truth or evaluate the merits of any of your Log-In
Information or any statement or representation contained in
any notice, document or other communication presented or
otherwise transmitted by you. Any Person using your Log-In
Information is conclusively deemed to have actual authority to
engage in transactions using the Services and, accordingly,
all transactions made by a Person using your Log-In
Information are hereby authorized and approved by you, and you
hereby agree to indemnify, defend and hold Skynova harmless from
any claims or damages arising from or relating to any such
transactions.
- You acknowledge and agree
that your use of the Services may require equipment and/or
software from third parties that you may need to access or use
the Services, and that Skynova shall not provide or be
responsible in any way for such equipment and/or software.
- In the event of any
inconsistent claims to rights of ownership or access to the
Services, Skynova may in its sole and exclusive discretion: (a)
take no action; (b) suspend the Account and deny access to
Services to all Persons; (c) grant access to the Account and
Services to some but not all Person(s); and/or (d) take such
other action(s) as it deems appropriate. You acknowledge that
any action or inaction by Skynova does not rely upon whether or
not the Person(s) affected are a "subscriber" to the
Services or the Services have been paid for by the Person(s)
or anyone else.
- If you are creating an account on behalf of a business you do not own,
you must have written permission to act on its behalf. If you leave the company,
and it contacts Skynova to transfer the account, you agree to transfer
login credentials to authorized representatives in the business, or for
Skynova customer service representatives to do the transfer on your behalf.
You agree to hold Skynova harmless and release us from any liability.
Content
- You are the owner or authorized user of all Content related to
your use of the Services.
- Unless you have all
requisite rights to submit and use Personal Information and
other Content, you acknowledge and agree that you will not
submit such Content or information to the Site or to otherwise
use such Content in any manner that involves the Services.
- You will not publish,
post, upload, record, link to or otherwise distribute or
transmit any Content that: infringes or violates, or would
infringe or violate, any copyright, patent, trademark, service
mark, trade name, trade secret, domain name or other
intellectual property or proprietary right of Skynova or any
other Person, or any rights of publicity or privacy of any
Person; violates any applicable law, statute, ordinance or
regulation (including without limitation applicable laws and
regulations concerning anti-discrimination, export controls,
false advertising or unfair competition); promotes, solicits,
comprises or contains abusive, defamatory, excessively
violent, harassing, inappropriate, indecent, lascivious, lewd,
obscene, pornographic, profane, threatening, vulgar or
otherwise inappropriate, objectionable or unlawful material;
is harmful to minors; contains corrupted files, trojan horses,
viruses, worms or any other similar data, programs or software
that may damage, expropriate, intercept or interfere with any
data, information, property or system of another Person or
that may damage or interfere with the Services; is materially
false, misleading or inaccurate; advocates, assists, incites,
instructs, promotes or otherwise encourages violence or any
illegal activity; attempts to mislead others about your
identity or the origin of any message or other communication,
impersonates or otherwise misrepresents your affiliation with
Skynova or any other Person, or is otherwise false, misleading
or inaccurate; or contains information for which you do not
have the right to permit Skynova to collect and process.
- Legal Compliance
- You have the full power
and authority to grant all licenses and other rights to third
party property (including third party intellectual property)
that are granted or required to be granted by you to Skynova and
its Affiliates pursuant to this Agreement.
- You are solely
responsible for your familiarity and compliance with any and
all laws that may prohibit you from accessing or using any
part or all of the Services or that may limit or regulate such
participation or use.
- You agree not to use the
Services for any illegal or improper purpose.
- You agree to comply with
all applicable local, state, national and international laws
and regulations, including without limitation laws relating to
intercepting, monitoring or recording communications, privacy
and data protection, and public displays or performances. You
further agree that neither this Agreement nor any other right
or remedy of Skynova requires Skynova to exercise any right or
remedy in order to benefit or protect you or any other Person,
although Skynova reserves the right to do so in its sole
discretion.
- Payments By You
The payment information supplied to Skynova by you (if applicable)
is, and shall at all times during the life of this Agreement,
be true, accurate and complete. You covenant that payments made
by you to Skynova and Affiliates will be honored by the financial
entity facilitating the payment on your behalf. If any payment
is not so honored, you remain liable for payment of all amounts
due under this Agreement. You acknowledge and agree that we may
change our charges, fees and pricing for future renewals of the
Services, and that the cost of future renewals for the Services
may increase.
- Unauthorized Use.
You acknowledge and agree that any unauthorized use, copying or
distribution of the Services is expressly prohibited by law and
by this Agreement and may result in severe civil and criminal
penalties against you. Violators will be prosecuted by Skynova to
the maximum extent possible. Without limitation, you agree not
to engage in any of the following unauthorized uses: (i)
Attempt to gain unauthorized access to the Services, or to
other Accounts, computer systems or networks connected to the
Services, whether through hacking, password mining or any other
means; (ii) Falsify or delete any copyright management
information, such as author attributions, legal or other proper
notices or proprietary designations, or labels of the origin or
source of software or other material contained in a file that
is uploaded; (iii) Obtain or attempt to obtain any materials or
information through any means not intentionally made available
through the Services; (iv) Engage in any extraction of data or
data fields, including without limitation e-mail addresses; (v)
Disrupt, interfere with or inhibit any other Person's use and
enjoyment of the Services; (vi) Violate the rights of Skynova or
any third party, including without limitation abuse, defame,
defraud, harass, stalk, threaten or otherwise violate the legal
rights (such as rights of privacy and publicity) of Skynova or
any third party; (vii) Use any Skynova domain name as a false
return e-mail address; (viii) Use the Skynova name to advertise,
market or sell any type of goods or services or imply in any
type of communication that Skynova endorses or is associated with
such goods and services unless Skynova has given its prior
written consent for such activity; (ix) Access and/or use the
Services or any type of software or equipment that could in any
manner damage, disable, overburden, impair or otherwise
interfere with or disrupt the Services, the Skynova server and/or
any network connected to the Services;
- Contact Interface.
You acknowledge and agree that Skynova may obtain and record
information about your contacts, your use of, and availability
on the Services at any given time, among other information, and
that Skynova can utilize and maintain this information: for its
own use; to provide marketing communications to you; to provide
marketing communications to your contacts; and for disclosure
to third parties (including government officials or pursuant to
any court order, subpoena, request or other inquiry) in
accordance with applicable law or governmental request at any
time. Skynova has no duty to inquiry or verify the validity or
enforceability of any court, order, inquiry or request by any
governmental agency, instrumentality or authority for
information or documents related to your use of the Services.
-
UPDATES AND AMENDMENTS. Skynova may, at any time, amend the
provisions of this Agreement. If you do not accept an amendment, this
Agreement will terminate. This Agreement shall automatically
incorporate and include any and all add-on components,
amendments, features, modifications, supplements, updates and
other functionality or messages related thereto, including
without limitation alterations of availability, content,
features, functionality, security, storage and other information
relating to the Services that Skynova may provide or make
available generally to its customers (collectively, "Updates")
subject to any additional terms and conditions, including any
additional fees and costs, provided by Skynova applicable to such
Updates. Skynova has no obligation to, and nothing in this
Agreement may be construed to require Skynova to, create, provide
or install Updates. Your access and use of the Services will
always be subject to the most current versions of these Terms of
Service, as well as any and all rules and guidelines posted on
the Site at the time of such use. You agree to regularly check
the "Skynova Terms of Service" link on the Site to view
the then-current Terms of Service. Notwithstanding anything in
this Agreement to the contrary, if Skynova posts amendments to the
Terms of Service on the Site, such terms will automatically
become effective, shall be incorporated into this Agreement
immediately, and where inconsistent with any other terms and
conditions of this Agreement shall supersede any such
conflicting terms or conditions. By using the Services after
such revised terms are posted, you agree to be bound by any such
revised terms at the effective time.
- SECURITY OF COMMUNICATIONS. You acknowledge and agree that the
Services are conducted and provided by Skynova electronically
through the internet and that Skynova cannot and does not
guarantee the security or privacy of any electronic
communications in which you participate.
- Disclosure of Personal Information.
Except as otherwise stated in this Agreement,
Skynova will not share your Personal Information with any third
party. However, Skynova in its sole discretion may (but has no
obligation to) monitor or review your access to and use of the
Services at any time. Skynova may at any time without notice and
in its sole discretion terminate access to, or use of, any area
of the Site where information is posted or submitted, or may
disclose any information related to your access to and use of
the Services or the substance of any of your posted or
submitted information as Skynova deems necessary, including
without limitation to comply with applicable law, regulation,
legal process or governmental request. You agree to use extra
care when disclosing any Personal Information about yourself or
your organization when posting or otherwise submitting any
information to the Site. All required registration information
that you provide to Skynova must be current, complete, and
accurate and must be kept up to date with Skynova on a prompt,
timely basis. If your use of and access to the Services
includes password-restricted access to your sensitive
information (such as, for example, customer lists and
contractual terms), then by accessing or using the Services and
setting up an Account, you consent to the display and storage
of such information by Skynova and accept all risks of
unauthorized access to such information.
- Compliance with Privacy Regulations. You agree to
comply with all applicable privacy laws, to obtain all necessary
consents, and to make all necessary disclosures before using the
Services. You acknowledge that any or all of your Content may be
recorded and transmitted by Skynova. You are solely responsible for any
information about you that you disclose through use of the
Services. You are solely responsible for, and shall indemnify
Skynova and its Affiliates for your access to and use of any
third party data and information including Personal Information
that is communicated or that you otherwise have access to
through your use of the Services.
- Locations of Skynova Data Centers. Personal Information and Content may be
transferred, stored and/or processed in multiple locations in
which Skynova or its Affiliates maintain facilities. By using the
Services, you consent to any such transfer, processing and
storage of Personal Information outside of your location of
citizenship and/or residence.
- Regulated Access.
The Services may not be available in certain locations and to
certain Persons in order to comply with applicable laws and
regulations. Skynova reserves the right, in its sole discretion,
to deny access to the Services at any time and for any reason
whatsoever, including without limitation to comply with
applicable law.
- RESTRICTIONS ON USE.
You agree not to decompile, disassemble, reverse engineer,
translate or otherwise attempt to learn the source code or
technological know-how of any component of the Services. You may
not create, assign, copy, deliver, distribute, lease, loan,
modify, pledge, rent, sell, sublicense, timeshare, create
derivative works of or otherwise transfer, directly or
indirectly, any portion of the Services or any rights thereto.
You are prohibited from reselling or acting as agent for any
component of the Services without Skynova's prior express written
consent.
- Export Control Laws.
You acknowledge that some laws and regulations in various
locations restrict the export and re-export of certain
technical data relative to their origin. Without limiting the
foregoing, you acknowledge that your Content may be subject to
controls by various regulatory agencies around the world. You
agree that you are solely responsible for avoiding any actions
that may be deemed to be violations of such laws and
regulations, and that Skynova shall bear no responsibility or
liability for any such violations committed by you in
connection with your use of the Services.
- Hazardous Environments & High Risk Activities.
The Services are not designed for use in connection with any
hazardous or high-risk activity or any circumstances requiring
fail-safe performance or controls. You acknowledge and agree that
any use of the Services by you and/or at your instruction (whether
express or implied) in connection with any activity or circumstances
deemed by Skynova to be hazardous or high-risk shall be done
solely and wholly at your own risk.
- Links to Third Party Sites. The Site may include links
that will take you to other websites (collectively, "Linked Sites"). The
Linked Sites are provided by Skynova to you as a convenience, and
the inclusion of such links does not imply any endorsement by
Skynova of any Linked Sites. Skynova has no control over the Linked
Sites. Neither Skynova nor its Affiliates are, and under no
circumstances shall be, responsible for any content, product or
service of any Linked Sites. You acknowledge and agree that
your visits to any of the Linked Sites shall be made solely at
your own risk. You acknowledge and agree that Skynova is not
responsible for the content of any Linked Sites, any link
contained in any Linked Sites, and any changes or updates to
Linked Sites. You further acknowledge and agree that Skynova is
not responsible for any form of transmission received from any
Linked Sites.
- Copyright Infringement.
Skynova will, in appropriate circumstances as determined in its
sole discretion, terminate this Agreement (including the
License and other rights granted to you herein) if you infringe
the intellectual property rights of others. Skynova may, in its
sole discretion, investigate notices of copyright infringement
and take appropriate actions. If you believe that any work of
authorship has been used or copied in a way that constitutes
copyright infringement and that such infringement is occurring
in connection with the Services, please provide us with all of
the following information: (a) an electronic or physical
signature of the person authorized to act on behalf of the
owner of the copyright interest; (b) a description of the
copyrighted work that you claim has been infringed; (c) a
description of what Services the claimed infringing material is
related to; (d) your address, telephone number, and e-mail
address; (e) a written statement by you that you have a good
faith belief that the disputed use is not authorized by the
copyright owner, its agent, or the law; and (f) a written
statement by you, made under penalty of perjury, that the
above-described information in such notice is accurate and that
you are either the copyright owner or authorized to act on the
copyright owner's behalf.
- Investigations.
Skynova does not generally monitor activity occurring in
connection with the Services or the identity of the Person(s)
utilizing the Services or accessing the Account. However, if
Skynova becomes aware of any actual or possible violations by you
of any provision of this Agreement Skynova reserves the right to
investigate such actual or possible violations and Skynova may,
at its sole discretion, immediately terminate this Agreement
with you, or may change, alter or remove Content, in whole or
in part, without prior notice to you, or take such other
action(s) as it may deem appropriate in its sole and exclusive
discretion. If, as a result of any such investigation, Skynova believes that criminal activity has occurred or is occurring,
Skynova reserves the right to refer the matter to and cooperate
with applicable law enforcement authorities. In connection with
any such investigation, Skynova is entitled to disclose to law
enforcement or other government officials or representatives,
as Skynova in its sole discretion believes to be necessary or
appropriate, any information that is in our possession
resulting from your access to the Account and/or use of the
Services, including without limitation Personal Information
(except to the extent prohibited by applicable law).
- CONTENT ACCESS AND STORAGE.
- The Services are provided
to you by automated means, namely the uploading of Content via
the applicable tools for transmission, downloads or other
activities. Skynova will access Content as permitted under this
Agreement, or as necessary to maintain or provide the Services,
including without limitation: (i) to respond to service
requests; (ii) to restore the applicable Content at your
request in the event of a service interruption; (iii) to
conform to legal requirements or comply with any legal inquiry,
subpoena or legal process as deemed necessary or advisable by
Skynova in its sole discretion without any duty of Skynova to
inquiry or investigate the validity or appropriateness of any
legal inquiry, court order, subpoena or legal process; (iv) to
detect, prevent or otherwise address fraud, security or
technical issues; and/or (v) to enforce this Agreement,
including investigation of potential violations hereof.
- Skynova has no control over,
and shall have no liability for, whether and in what manner
your Personal Information is utilized. Skynova does not
pre-screen information that users provide or otherwise submit
in using the Services. Skynova may collect certain information
regarding your use of the Services, such as the name of the
internet service provider and the internet protocol address
through which you access the internet; the time you access the
Services; the pages that are accessed at the Site; and the
internet address of the website from which you accessed the
Site. Skynova uses this information to support the Services and,
as otherwise permitted under this Agreement.
- DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED
"AS-IS" ON AN "AS-AVAILABLE" BASIS, "WITH ALL FAULTS"
AND WITHOUT ANY WARRANTY OF ANY KIND OTHER THAN AS DESCRIBED BY
Skynova AND UNDER THE TERMS OF THIS AGREEMENT. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, Skynova HEREBY DISCLAIMS ALL
OTHER WARRANTIES OF ANY KIND REGARDING THE SERVICES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
COMPATIBILITY, WORKMANLIKE EFFORT, ACCURACY, AVAILABILITY,
AND/OR NON-NEGLIGENT PERFORMANCE. THE SERVICES ARE BUSINESS
PRODUCTS, THE APPLICATION OF WHICH IS COMMERCIAL RATHER THAN
CONSUMER-ORIENTED IN NATURE. IN ACCEPTING THIS AGREEMENT, YOU
RECOGNIZE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
THAT CONSUMER PROTECTION LAWS DO NOT APPLY TO YOUR USE OF THE
SERVICES NOR TO ANY OF THE TRANSACTIONS CONTEMPLATED BY AND
CONSUMMATED PURSUANT TO THIS AGREEMENT. THIS AGREEMENT GIVES YOU
SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT
VARY FROM LOCATION TO LOCATION. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG
AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS CONTAINED IN
THIS AGREEMENT MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY.
- Use at Your Own Risk.
The use of the Services and the downloading or other use of any
information or materials therefrom shall be done solely at your
own discretion and risk and with your understanding that you
will be solely responsible for any damage to your computer
system or any loss of data or any other harm that results from
such activities. Skynova will not be liable for any loss that you
may incur as a result of someone else using your Log-In
Information, either with or without your knowledge. Skynova shall
have no responsibility for any failure that arises out of your
use of the Services with any hardware configuration, platform
or operating system, including without limitation any failure
related to or arising from your inability to connect to or to
access the Site, Software or Services due to problems related
to your computer hardware, any software program, network, your
internet service provider or any other similar problem. Skynova provides no insurance for your use of the Services or any
Content. If you wish to obtain protection for damages incurred
as a result of any loss or damage to Content, interruption of
Services, failure of the website to function or otherwise
resulting from your use of the Services or your account, then
you should purchase appropriate insurance therefore. Otherwise,
your damages are limited as set forth in these Terms of
Service.
- Use of Content. You
agree that neither Skynova nor any of its Affiliates shall be
liable for any Content or the access, recording, storage or
other use by Skynova thereof, including without limitation: (a)
any Content that is sent, received, held, released or otherwise
connected in any respect to the Services; (b) any Content that
is sent but not received; (c) any access to or alteration of
Content by you or any other Person; (d) any Content sent using,
or included in, the Services; (e) any defamatory, illegal,
obscene, offensive or threatening content; (f) the conduct of
you or anyone else in using the Services; or (g) any
infringement of another Person's rights, including without
limitation rights of privacy, intellectual property or data
protection.
- Third-Party Providers.
Skynova offers no guarantees and assumes no responsibility or
liability of any kind with respect to third-party services,
including without limitation any liability resulting from
incompatibility between the Services and any third-party
services. You agree that you will not hold Skynova or any
Affiliate responsible or liable for any matter caused by or
related to services provided by any third party.
- Errors. The Services may include technical mistakes,
interruptions, inaccuracies and/or typographical errors.
- Force Majeure.
Skynova will not be liable for any non-performance or delay in
performance caused by any event reasonably beyond the control
of Skynova including without limitation accidents, acts of God,
acts of government, the activities of hackers, civil
disturbance, earthquake, embargo, epidemics, explosion, fire,
flood, force of nature, hostilities, malicious conduct,
national emergency, revolutions, riots, wars, service outages
resulting in failures of equipment, telecommunications, power
failures, network failures or failures of third party service
providers (including providers of internet services and
telecommunications).
- Damages. Except as
otherwise required by applicable law and as limited by these
Terms of Service, you agree that you will not be entitled to
any damages under or pursuant to this Agreement except for the
direct monetary damages actually incurred and proven by you in
reasonable reliance upon use of the Services, and that such
proven damages in any and all events shall be limited to the
amount you actually paid for the Services during the
three-month period prior to the event giving rise to your
claim. Without limiting the foregoing, you agree that the
following damages are expressly excluded:
- Any and all indirect, special, incidental, punitive and
consequential damages;
- Any and all damages for:
loss of confidential or other information (including without
limitation Personal Information); business interruption;
personal injury; loss of privacy; loss of profits; emotional
distress; and failure to meet any duty of good faith or
reasonable care;
- Any and all damages
resulting from your inability to use the Services or to access
data, information (including without limitation Personal
Information) or Content;
- Any and all damages for
any other claim arising out of or in connection with: the
statements or actions of any third party on or via the
Services; any dealings with vendors, customers, clients or
other third parties; any unauthorized access to or alteration
of your transmissions, materials, information (including
without limitation Personal Information) or other data; any
information that is sent or received, or that is not sent or
not received; any failure to store, or loss of, data, files,
materials or other Content; any access to or use of the
Services that is delayed or interrupted; any Linked Sites; or
your access to or use of, or inability to access or use, any
Linked Sites;
- Any and all damages based
on any theory of legal liability including statute, breach of
contract, breach of warranty, tort (including negligence),
product liability, negligent misrepresentation or otherwise,
even if Skynova or its Affiliates have been advised of the
possibility of such damages and even if a remedy set forth in
this Agreement is found to have failed of its essential
purpose;
- Any and all damages
arising out of, related to, or based upon your inability to
connect to or to access the Services due to problems related
to your equipment, any software, your internet service and/or
any other similar problem out of Skynova's control; and
- Any and all damages for any pecuniary loss whatsoever.
- INDEMNIFICATION AND GENERAL RELEASE. You hereby
agree to release Skynova and Affiliates from any and all claims, demands
and damages (actual and consequential) of every kind arising out of or
in any way connected with your use of the Services or related to any
invoices or other documents you may create or issue and for any
other purpose whether or not contemplated or permitted by this
Agreement. You hereby also agree to defend, indemnify and hold
Skynova and Affiliates harmless from and against any and all
claims, liabilities, damages and costs (including without
limitation fees, costs and expenses of attorneys) arising out of
or related to:
- Use of or access to the Services by you or by any Person using
your Log-In Information, whether or not such use was authorized by you;
- Any actual or alleged violation of this Agreement or applicable
law by you or by any Person using your Log-In Information, whether or
not such use was authorized by you;
- Any actual or alleged
infringement of any intellectual property, proprietary
information, violation of privacy or other rights by you or by
any Person using your Log-In Information, whether or not such
use was authorized by you;
- Any recording of the
communications or other Personal Information of you or any
other users of the Services;
- Any claims or allegations
for product liability, unsuitability or lack of fitness for a
particular purpose, or any other claims or allegations arising
out of or related to the use of the Services;
- Any disputes between you
and any other party related to the Services; and/or
- Your negligence, gross
negligence and/ or willful misconduct.
- DISPUTE RESOLUTION. Any claim, dispute or controversy, whether
in contract, tort or otherwise, whether pre-existing, present or
future, including statutory, consumer protection, common law,
intentional tort and/or equitable claims by you against Skynova,
its agents, employees, principals, successors, assigns and/or
Affiliates arising from or relating to this Agreement
(including, to the full extent permitted by applicable law,
relationships with third parties who are not signatories to this
Agreement), shall be resolved exclusively and finally by binding
Arbitration administered by the International Chamber of
Commerce under its Commercial Rules before a single Arbitrator
applying the laws of the State of New York, exclusive of its
conflicts of laws principles (the "Arbitration"). The
venue of the Arbitration proceeding shall be conducted
exclusively in New York, New York or such other venue to which
the parties may agree in writing. Except as may be required to
enforce and decision or determination of the Arbitrator, the
existence of and proceedings conducting in connection with said
arbitration shall be and remain strictly confidential. The
Arbitrator shall be empowered to grant whatever relief would be
available in court of competent jurisdiction under law or in
equity. Any Award of the Arbitrator shall be final and binding
on each of the parties, and may be entered as a judgment in any
court of competent jurisdiction. The Arbitrator may grant
reasonable attorney and/or other fees to the prevailing party.
You acknowledge and agree that separate from any Arbitration
proceeding, Skynova may also seek injunctive or equitable relief
in a Court of competent jurisdiction to prevent irreparable
injury to it, its Marks, and/or other intellectual property, and
in such proceeding you consent to the jurisdiction of such
Court. YOU HEREBY ACKNOWLEDGE THAT YOU ARE GIVING UP RIGHTS
TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO
ANY DISPUTE UNDER THIS AGREEMENT. OTHER RIGHTS THAT MAY HAVE
BEEN AVAILABLE IF THE DISPUTE WENT TO COURT, SUCH AS ACCESS TO
DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN
ARBITRATION.
- NOTICES. You and Skynova will provide any communication to each other under
this Agreement as follows:
- Notice to You.
Notice shall be sent to you either: (1) via electronic means to
the e-mail address associated with your Account and shall be
deemed delivered when sent by Skynova; or (2) by hard copy postal
mail to the address contained in your Log-In Information and
shall be deemed delivered five (5) calendar days after mailing.
- Notice to Skynova.
Except where an electronic notice to Skynova is expressly
permitted by this Agreement, notice shall be sent to Skynova addressed to the principal place of business indicated on the
Site, to the attention of the President, either via: (1) postal
mail, signature required and return receipt requested; or (2)
overnight courier with delivery signature required. Any notice
sent by you shall be deemed delivered when actually received
and signed for by an authorized representative of Skynova.
- GOVERNING LAW.
This Agreement shall be construed in accordance with, and
governed by the laws of the State of New York, exclusive of its
conflicts of laws principles.
- RESERVATION OF
RIGHTS. Skynova reserves all rights not expressly granted
in this Agreement.
- MISCELLANEOUS.
- Invalidity. If any
part of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, then such invalid
or unenforceable provision will be deemed superseded by a
valid, enforceable provision that most closely matches the
intent of the original provision and the remainder of the
Agreement will continue in full force and effect.
- No Waiver. Our
failure to exercise or enforce any right or provision of this
Agreement will not constitute a waiver of such right or
provision unless expressly agreed to by Skynova in a
non-electronic writing manually signed by a duly authorized
officer of Skynova.
- Authority. If you
are an individual and are entering into this Agreement on
behalf of a legal entity, you represent and warrant that you
have due authorization from the governing body of such entity
to enter into this Agreement and to bind such entity to all of
the terms and conditions of this Agreement.
- Headings. The
headings of the sections and subsections in this Agreement are
provided for convenience only and may not be deemed to affect
its construction or interpretation.
- Restrictions on Users.
Users must be thirteen (13) years of age or older to use the
Services. Registered accounts must belong to human beings.
Bots, programs or any other automated sign-ups are not
permitted. Only one person can hold and use the same account.
- Entire Agreement.
This Agreement constitutes the entire agreement and
understanding between Skynova and you with respect to the
Services and supersedes all other prior or contemporaneous
communications, agreements, understandings and proposals,
whether written, oral, electronic or non-electronic, between
Skynova and you regarding its subject matter.
- SPECIAL TERMS OF SERVICE FOR THE BANK CONNECTION MODULE.
- Provide Accurate
Information. You, the end user, agree to provide true,
accurate, current and complete information about yourself and
your accounts maintained at other web sites and you agree to
not misrepresent your identity or your account information. You
agree to keep your account information up to date and accurate.
- Proprietary Rights.
You are permitted to use content delivered to you through the
service only on the service. You may not copy, reproduce,
distribute, or create derivative works from this content.
Further, you agree not to reverse engineer or reverse compile
any of the service technology, including but not limited to,
any Java applets associated with the service.
- Content You Provide And
Is Derived by Use of the Service. You are licensing to
Skynova and its service providers (“Service Provider”)
any information, data, passwords, materials or other content
(collectively, “Content”) you provide through or to
the service. Skynova and Service Provider may use, modify,
display, distribute and create new material using such Content
to provide the service to you. Skynova and Service Provider may
also use, sell, license, reproduce, distribute and disclose
aggregate, non-personally identifiable information that is
derived through your use of the Service. By submitting Content,
you automatically agree, or promise that the owner of such
Content has expressly agreed that, without any particular time
limit, and without the payment of any fees, Skynova and Service
Provider may use the Content for the purposes set out above. As
between Skynova and Service Provider, Skynova owns your
confidential account information.
- Third Party Accounts.
By using the service, you authorize Skynova and Service Provider
to access third party sites designated by you, on your behalf,
to retrieve information requested by you, and to register for
accounts requested by you. For all purposes hereof, you hereby
grant Skynova and Service Provider a limited power of attorney,
and you hereby appoint Skynova and Service Provider as your true
and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for you and in your name,
place and stead, in any and all capacities, to access third
party internet sites, servers or documents, retrieve
information, and use your information, all as described above,
with the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
connection with such activities, as fully to all intents and
purposes as you might or could do in person. YOU ACKNOWLEDGE
AND AGREE THAT WHEN Skynova OR SERVICE PROVIDER ACCESSES AND
RETRIEVES INFORMATION FROM THIRD PARTY SITES, Skynova AND SERVICE
PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON
BEHALF OF THE THIRD PARTY. You agree that third party account
providers shall be entitled to rely on the foregoing
authorization, agency and power of attorney granted by you. You
understand and agree that the service is not endorsed or
sponsored by any third party account providers accessible
through the service.
- DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR
USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER
CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR
ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. Skynova AND SERVICE PROVIDER EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION,
PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES)
INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. Skynova AND SERVICE PROVIDER MAKE NO WARRANTY
THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE
CORRECTED.
ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR
OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Skynova OR SERVICE
PROVIDER THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THESE TERMS.
- LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN THE AGREEMENT TO WHICH
THIS EXHIBIT IS ATTACHED, YOU AGREE THAT NEITHER Skynova OR
SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS
OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH
LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR
OTHER INTANGIBLE LOSSES, EVEN IF Skynova OR SERVICE PROVIDER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING
FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE
COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY
PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR
FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE
ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED
USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT
PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY
OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER
RELATING TO THE SERVICE.
- Indemnification. You agree to protect and fully
compensate Skynova and Service Provider and their affiliates from
any and all third party claims, liability, damages, expenses
and costs (including, but not limited to, reasonable attorneys
fees) caused by or arising from your use of the service, your
violation of these terms or your infringement, or infringement
by any other user of your account, of any intellectual property
or other right of anyone. You agree that Service Provider is a
third party beneficiary of the above provisions, with all
rights to enforce such provisions as if Service Provider were a
party to this Agreement.
- SPECIAL TERMS OF SERVICE FOR E-SIGNATURES MODULE.
In addition to, and not by way of limitation of, the other Terms of Service, the following apply to the provision of the E-Signatures Module and its Users:
- The e-Signature Module is for use solely between Users who reside in the United States of America who are contracting within the United States of America for products or services to be provide or exchanged within the United States of America. The E-signature Module is not intended for and shall not be utilized any purpose or by any User except in accordance with the Special Terms of Service for E-Signatures Module contained in this Section 22.
- Each User of the e-Signature Module is responsible for compliance with any and all applicable state laws or regulations, including without limitation, the Uniform Commercial Code ("State Laws"). Skynova is not responsible in any way for compliance by it or the e-Signature Module with any State Laws.