BY CLICKING THE “I HAVE READ AND AGREE TO SKYSLOPE’S TERMS AND CONDITIONS” CHECKBOX ONLINE DISPLAYED AS PART OF THE ORDERING OR INSTALLATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SKYSLOPE’S ONLINE SERVICE, WHICH MAY INCLUDE COMPONENTS DOWNLOADED AND INSTALLED ON YOUR COMPUTER (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST DECLINE TO ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE.
As part of our Service, SkySlope will provide you with use of the Service, including a browser interface, secure data transmission, access and storage. The service provides for the collection, organization and storage of transaction and activity related data, documents, website links, information and material (collectively “Customer Data”) through the use of a Windows desktop application and Internet portal. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the SkySlope website incorporated by reference herein, including but not limited to SkySlope’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The Service is offered as two account options:
A. Trial Account. This provides for the creation of one (1) simultaneous online transaction. This transaction may contain an unlimited number of associated activities and be shared with designated outside parties (“Clients”) who are provided complimentary, limited access through the Internet to project and activity data as well as shared documents stored on SkySlope’s servers. The transaction may not be shared with other SkySlope’s subscribers. There is no monthly fee for Trial Account subscribers, and upgrades are included at no additional cost, although these upgrades may not include premium services. Customer support, including any technical related questions, is available only via email or through the SkySlope website.
B. Active Account. This provides for the creation of an unlimited number of online transactions. These transactions may contain an unlimited amount of associated activities and can be shared with an unlimited number of designated outside parties (“Clients”) who are provided complimentary, limited access through the Internet to project and activity data as well as shared documents stored on SkySlope’s servers. Projects may also be shared with other SkySlope subscribers. Activities and projects may be privatized. There is a monthly fee associated with Active Account subscriptions, and upgrades are included at no additional cost, although these upgrades may not include premium services. Customer support, including technical related questions, is provided on an ongoing basis at no additional cost via telephone, email or through the SkySlope website.
1. Privacy & Security; Disclosure
SkySlope’s privacy and security policies may be viewed here. SkySlope reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Trial Account subscribers may be prompted with periodic upgrade notices upon login, and may receive periodic upgrade solicitations via email. Note that because the Service is a hosted, online application, SkySlope occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become an Active Account subscriber of the Service, you agree that SkySlope can disclose the fact that you are a paying customer.
2. License Grant & Restrictions
SkySlope hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SkySlope and its licensors.
You may not access the Service if you are a direct competitor of SkySlope, except with SkySlope’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Subscriptions cannot be shared or used by more than one individual subscriber but may be reassigned from time to time to new subscribers who are replacing former subscribers who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violating any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your subscription and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify SkySlope immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SkySlope immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate anotherSkySlope user or provide false identity information to gain access to or use the Service.
User Account, Password, Security and Use Restrictions
The SkySlope website is an account – based service. The individual user (You) are responsible for maintaining the privacy of your account and password. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any breach of security or unauthorized use of your account. SkySlope is not liable for any loss that may occur due to the unauthorized, or authorized use of your account or password, with or without your knowledge. You, can however, be held responsible for any loss that SkySlope may incur due to the authorized or unauthorized use of your account or password with or without your knowledge. You also agree to not use anyone else’s account at any time, unless you have received direct written consent from the account holder to do so.
Personal, Non-Commercial and Commercial Use Limitation
Unless direct written consent has been received the website and its services are to be used solely for your own personal, non-commercial and commercial use. You do not have the right to copy, modify, transmit, distribute, display, perform, reproduce, publish, license, create derivative works from, transfer, lease, or sell any information, software, products or services obtained from the SkySlope. SkySlope reserves to refuse service or use of its software to anyone, for any reason and at anytime it deems necessary.
No Unlawful or Prohibited Use
Part of your agreement with SkySlope is that you will NOT use the SkySlope website for any purpose that could be deemed unlawful or is prohibited by the terms, conditions, notices, and policies of SkySlope. Users agree that all information give is true and agrees not to falsify any information provided to SkySlope. You may NOT use the SkySlope website in a manner which could/may damage, disable, overburden, or impair any aspect of the SkySlope website, the network or networks connected to theSkySlope website, or interfere with any other party’s ability to use or enjoyment of the SkySlope website. Any unauthorized attempts to gain access to the SkySlope website, or other individual’s accounts, any computer systems or networks connected to any SkySlope website, through any means, including; hacking, password mining, or any other means, is strictly prohibited. Further, you may not in any way attempt to obtain any materials or information not intentionally made public/available, through theSkySlope website.
SkySlope reserves complete and sole discretion with respect to the operation of SkySlope website. SkySlope may, among other things: (a) delete communications between members if it has not been accessed by a user within the time established by SkySlope policies; (b) make available to third parties information relating to SkySlope and users; and (c) withdraw, suspend or discontinue any functionality or feature of SkySlope. SkySlope assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on SkySlope’s website.
SkySlope may, in its complete and sole discretion, review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto. SkySlope will not review the contents of email except as required or allowed by applicable law or legal process.
The SkySlope website contains communication and messaging utilities with the purpose of enabling you to communicate with others (These services will be deemed collectively as “Communication Utilities”). You consent to use the Communication Utilities only for their designated purpose, including posting, sending, and receiving messages and material that are related and proper.
You agree to not use the Communication Utilities for and not limited to any of the following: Defamation, abuse, harassment, stalking, threatening, or in any other way violating the legal rights of others. Further you agree to not use the Communication Utilities to dispense surveys, contests, chain letters, pyramid schemes, junk email, spam, or any other unsolicited messages that are not directly related to the intended purpose of the SkySlope website. Do not attempt any of the following: Publish, post, upload, distribute, disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Upload files that contain software or other material protected by intellectual property laws (unless you own or control rights or have received the necessary consent to). Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, and/ or any other similar software or programs that may damage the operation of another’s computer or property, or damage the SkySlope website in any way. Falsify or delete any 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. Restrict or inhibit any other user from using and enjoying the Communication Utilities. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Utilities. Harvest or otherwise collect information about others, including e-mail addresses. Violate any applicable laws or regulations. Create a false identity. Use, download, copy or provide to a person or entity any directory of users of a SkySlope website other user or usage information or any portion thereof. SkySlope has no obligation to monitor the Communication Utilities. However, SkySlope does reserve the right to review the materials posted to the Communication Utility and to remove any materials at our sole discretion. SkySlope reserves the right to terminate your ability to access the Communication Utilities at any time, without notice, for any reason whatsoever. SkySlope also reserves the right to, at all times, disclose any information as SkySlope deems necessary to satisfy any laws, regulations, legal process or governmental request. To edit, refuse, refuse to post, or remove any information or materials in whole or part, without notice. Caution must always be used when giving out any personally identifiably information about yourself, spouse, or dependants, especially when utilizing the Communication Utilities. SkySlope does not endorse or control the content, messages, or any other information sent or received through the Communication Utilities, and as such disclaims any liability in relation to the Communication Utilities, and any actions resulting from your participation in any Communication Utility. Users are not authorized spokespersons ofSkySlope, and the views expressed by these individuals are not endorsed by the SkySlope website. Materials uploaded to the Communication Utilities maybe be subject to limitation on usage, reproduction, or dissemination, you are responsible for adhering to such limitations if you download the materials.
Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by SkySlope. SkySlope cannot and does not screen content provided by you to SkySlope. In reserving the right to monitor these activities, SkySlope assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on SkySlope.
You may send and receive electronic mail (“email”), engage in conferences and chats, download and upload files and otherwise use SkySlope as permitted by this Agreement, SkySlope operating policies and applicable law. Files that you upload, public messages that you send and your activity in conferences and chats are subject to review, modification and deletion without notice by the forum manager responsible for the SkySlope area where you’re uploading or other activity takes place (or by an individual designated by such forum manager for such purpose).
SkySlope’s operating policies relating to online conduct, storage and deletion of email and uploaded files, conferences, Bulletin boards (“BBSs”) and other matters are available and/or will be made available online. SkySlope reserves the right in its sole discretion to change such policies at any time. Files uploaded to a BBS may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them. The discretion of SkySlope or any of its agents to review, modify, or delete information as forum manager is not an assumption of responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on SkySlope, nor should that discretion be read to imply any such assumption. SkySlope assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on SkySlope.
You are responsible for your communications and your use of SkySlope. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to SkySlope with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use SkySlope to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to Users or other Internet users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Users, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which Users or other Internet users need to respond (except as otherwise expressly permitted by SkySlope; (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to a BBS or SkySlope; (l) falsify the source or origin of software or other material contained in a file that you upload to a BBS or SkySlope; (m) use SkySlope in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to SkySlope the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by SkySlope); (o) falsely purport to be an employee or agent of SkySlope (p) cause repeated disruptive incidents; or (q) act, or fail to act, in your use of SkySlope, in a manner that is contrary to applicable law or regulation.
In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of SkySlope to discourage Users from taking controversial positions or expressing vigorously what may be unpopular views on SkySlope, nonetheless, SkySlope reserves the right to take such action as it deems appropriate in cases where SkySlope is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on SkySlope, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other User the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability. To the extent that you are uncertain whether what you seek to say or do on SkySlope may fall into one of the above prohibited categories, you should assume it would violate this paragraph and you should not engage in that conduct.
SMS (text messaging) is an optional component of the Communication Utilities offered as an additional feature by the SkySlope Website. Additional charges may be incurred by the user from your individual mobile service provider, SkySlope is NOT responsible for these charges. SkySlope will not be held liable for any SMS errors, delays, missed, deleted or late received messages.
Email notification is an optional component of the Communication Utilities offered as an additional feature by the SkySlope website. SkySlope will not be held liable for any email issues, such as errors, delays, missed, deleted or late received messages. Please check your spam folder regularly to make sure email communications are not blocked as spam.
Materials Provided or Posted
The SkySlope website does not claim ownership or responsibility for any of the materials provided or posted (“Documents”) on the SkySlope site, including but not limited to any Documents; posted, imputed, uploaded, or submitted. However, your submission of said Documents to the SkySlope website, is your consent, without limitation, of the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Documents; and to publish your name, and anyone else’s name associated/connected with said Documents. The user will receive no compensation (payment) for the posting of said Documents. SkySlope has no obligation to post or use any of the Documents you provide, and has the right to remove any Documents at our discretion. Any of the Documents posted or provided to SkySlope, by you, is your consent that you control or own the rights to said Documents, and thus take sole responsibility for the content of the Documents, therefore eliminating SkySlope for any responsibility from said Documents.
4. Account Information and Data
SkySlope does not own Customer Data that you submit to the Service in the course of using the Service. You, not SkySlope, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and SkySlope shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event you wish to terminate this Agreement, you may obtain an electronic copy of your Customer Data prior to cancellation by using the standard export or document “Save” functionality built into SkySlope online. Upon your request to cancel your account, the following Customer Data will be automatically deleted:
- All transactions for which you are the Realtor or Broker as well as any transaction histories related exclusively to these projects.
- Any documents stored online within SkySlope for which you are the Document Manager.
SkySlope reserves the right to remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and SkySlope shall have no obligation to maintain any Customer Data.
5. Intellectual Property Ownership
SkySlope alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SkySlope Service, the Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by SkySlope. The SkySlope name, the SkySlope logo, and the product names associated with the Service are trademarks of SkySlope or third parties, and no right or license is granted to use them.
You agree to grant to SkySlope a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of SkySlope (such as BBSs, forums and chat rooms) by all means and in any media now known or hereafter developed. You hereby waive all rights, legal, moral or otherwise, in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against SkySlope for any alleged or actual infringement or misappropriation of any proprietary right in your communication.
You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, CPs, or Merchants appearing on SkySlope are not authorized SkySlope spokespersons, and their views do not necessarily reflect those of SkySlope.
SkySlope may display logos and/or product icons (“Graphics”) belonging to other companies including but not limited to Microsoft Corporation and Adobe Systems as a representation of subscriber submitted content. These Graphics are either registered trademarks or trademarks of their respective owners in the United States and/or other countries. The appearance of these Graphics does not denote an endorsement, affiliation or suggest any other unintended business relationship between the respective companies and SkySlope.
The entire contents of the SkySlope website are copyrighted as a collective work under the laws of United States and other copyright laws. SkySlope holds the copyright in the collective work. The collective work includes works which are the property of the Information Providers which are also protected by copyright and other intellectual property laws.
You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas ofSkySlope solely for your own non-commercial use, unless otherwise permitted. Any redistribution retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from SkySlope.
7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. SkySlope and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. SkySlope does not endorse any sites on the Internet that are linked through the Service. SkySlope provides these links to you only as a matter of convenience, and in no event shall SkySlope or its licensors be responsible for any content, products, or other materials on or available from such sites. SkySlope provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
You are encouraged to use discretion while browsing the Internet on searches initiated at SkySlope. SkySlope links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. SkySlope and Information Providers make no representations concerning any effort to review all of the content of sites linked from its website.
8. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and contract and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total subscriptions requested times the subscription fee currently in effect plus a one-time training and setup fee for each subscription. Payments must be made in advance unless otherwise mutually agreed upon. Subscriptions may be canceled at any time, unless a specific term commitment has otherwise been mutually agreed upon, but all amounts paid are nonrefundable. You are responsible for paying for all subscription fees during the entire License Term, whether or not such subscriptions are actively used. You must provide SkySlope with a valid credit card or approved purchase order information as a condition to signing up for the Service. Purchase orders are accepted only with explicit approval by SkySlope. An authorized Administrator may add subscriptions by executing an additional written Order Form. Added subscriptions will be subject to the following: (i) added subscriptions will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; (iii) one-time training and setup fee; and (iv) licenses added in the middle of a billing month will be charged in full for that billing month. SkySlope reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
9. Data Storage
A specific amount of data storage is allocated to each subscriber account. The data storage you use is based on the total amount of hard drive space required to store your Customer Data. For a description of the current document storage provided for your account consult the Subscription Terms section of the My Account option in your online subscriber portal. SkySlope reserves the right to establish or modify its general practices and limits relating to storage of files and Customer Data from time to time. You exclusively own all rights, title and interest in and to all of your Customer Data.
10. Billing and Renewal
SkySlope charges and collects in advance for use of the Service. All fees will be billed in U.S. dollars. SkySlope will automatically renew and bill your credit card or issue an invoice to you on the subsequent anniversary of your subscription term or as otherwise mutually agreed upon. In those cases of monthly subscriptions where the anniversary date is greater than the number of days in a particular month you will be billed on the last day of the respective month. The renewal charge will be equal to the then-current number of total subscriptions for which you are responsible times the license fee in effect during the prior term, unless SkySlope has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. SkySlope’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on SkySlope’s income.
You agree to provide SkySlope with complete and accurate billing and contact information. This information includes the names of all licensed subscribers, your legal company name, billing address, e-mail address, and name and telephone number of an authorized billing contact (if applicable). You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, SkySlope reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
11. Non-Payment and Suspension
In addition to any other rights granted to SkySlope herein, SkySlope reserves the right to suspend or terminate this Agreement and your access to the Service immediately if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for subscriptions during any period of suspension. If you orSkySlope initiates termination of this Agreement, you will be obligated to pay any balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that SkySlope may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
SkySlope reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge thatSkySlope has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Termination upon Cancellation
This Agreement commences on the Effective Date. For Trial Account subscribers, the term is indefinite and may be terminated at any time at SkySlope’s sole discretion. For Active Account subscribers the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at SkySlope’s then current fees. Either party may terminate this Agreement or reduce the number of subscriptions, effective only upon the expiration of the then current License Term, by either: 1) notifying the other party in writing at least three (3) business days prior to the date of the renewal for the subsequent term in the case of Agreements that involve multiple subscriptions; or 2) by cancelling online any time prior to the date of renewal through the normal online account management functionality in the case of an individual agreement. In the event of cancellation you agree and acknowledge that SkySlope has no obligation to retain the Customer Data. Upon termination you must discontinue all use of the downloaded software elements of the Service and destroy all copies that are in your possession.
13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the SkySlope Service will be deemed a material breach of this Agreement. SkySlope, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, SkySlope may terminate a Trial Account at any time at its sole discretion. You agree and acknowledge that SkySlope has no obligation to retain your Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees within 30 days upon which payment was due, use of SkySlope in inappropriate ways, or for utilization of bandwidth that is inconsistent with the needs of the typical subscriber. Upon termination you must discontinue all use of the downloaded software elements of the Service and destroy all copies that are in your possession.
As used herein, “Confidential Information” means all confidential information disclosed by a party (” Disclosing Party”) to the other party (” Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Without limiting the above, we shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in or as expressly permitted in writing by you, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
15. Representations , Disclaimers & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SkySlope represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the onlineSkySlope help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
SKYSLOPE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SKYSLOPE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) SKYSLOPE WILL BE COMPATIBLE OR INTEGRATE WITH ANY THIRD PARTY SOFTWARE PRODUCTS INCLUDING BUT NOT LIMITED TO CONTACT MANAGERS OR CRM APPLICATIONS (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (F) ERRORS OR DEFECTS WILL BE CORRECTED, OR (G) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SKYSLOPE AND ITS LICENSORS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SKYSLOPE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.
• Some of the Services may be subject to additional posted conditions. Your use of those Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.
• The content available through the site is the sole property of SkySlope or its advertisers, suppliers or licensors. All material published on our site, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are protected by patent, copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content received through the Site may be downloaded, displayed, and printed for your personal, non-commercial use only. Content owned by SkySlope or our advertisers, suppliers or licensors may be subject to additional restrictions. You agree not to modify, reproduce, retransmit, distribute, disseminate, sell, publish, reverse engineer, create derivative works of, broadcast, circulate or in any way exploit any of the materials or content received through the site to anyone without our express prior written consent.
• You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. We have the right, but not the obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.
• Our site may contain links to other sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our site of any third party content or a link to a third party site is not an endorsement of that content or third party site.
• By using this site, you agree under penalty of perjury to make the following statements:
• I am of legal age to view material discussed above, in accordance with the laws of the region in which I reside.
• Any material that I am viewing is exclusively for my own personal use and I will not give, sell or otherwise provide any of it to anyone else.
• I believe I have the unalienable right to read and/or view any type of material I choose.
• I am aware of the standards of my local community with respect to the materials offered on this site; I am familiar with the materials offered by this site; and I represent, warrant and certify that the links, information, and use of materials on this site do not violate any standard or law that applies to me. In the event that a law that applies to me comes in to affect that would prevent me from viewing material on this site, I agree to no longer access this site.
• I recognize that this site has no control over the content of websites which are listed or linked on it and that it takes no responsibility for the content of those other sites.
• By viewing and/or using this site, you agree that SkySlope will not be liable for any commercial loss; inconvenience; loss of use, time, data, goodwill, revenues, profits, or savings; or any other special, incidental, indirect, or consequential damages in any way related to or arising from your use of this site. You agree to defend, indemnify and hold harmless SkySlope, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of your use of the Site, including without limitation claims made by third parties related to your use of the site.
• WE AND OUR ADVERTISERS, SUPPLIERS AND LICENSORS PROVIDE THIS WEBSITE ON AN “AS IS” AND “AS PROVIDED” BASIS, WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AVAILABILITY OF THE SITE OR SERVICES. SOME COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE MAKE NO REPRESENTATION THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR, FORCE MAJURE, BUG OR VIRUS FREE AND SHALL NOT BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES, ACESS DELAYS, ANY INTERRUPTION AND/OR DATA DELIVERY, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, OR EVENTS.
• WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE TO YOU OR YOUR BUSINESS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF YOUR USE OF THIS SITE OR ANY GOODS OR SERVICES PROVIDED, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
• Use of our site is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of our site.
• You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our site, Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16. Mutual Indemnification
You shall indemnify and hold SkySlope, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your users of this Agreement, provided in any such case that SkySlope (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release SkySlope of all liability and such settlement does not affect SkySlope’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
SkySlope shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by SkySlope of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SkySlope; provided that you (a) promptly give written notice of the claim to SkySlope; (b) give SkySlope sole control of the defense and settlement of the claim (provided that SkySlope may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to SkySlope all available information and assistance; and (d) have not compromised or settled such claim. SkySlope shall have no indemnification obligation, and you shall indemnify SkySlope pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
17. Software Malfunction or Website Interruption
SkySlope’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SkySlope is not responsible for any delays, delivery failures, or other damage resulting from such problems.
SkySlope will make its best efforts to maintain its products and services as operational at all times. We are not liable for any known or unknown interruptions in our products, the website or its services. You agree to defend, indemnify and hold harmless SkySlope, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys’ fees) related to or arising out of any software malfunctions or website service interruption, including without limitation claims made by third parties related to your use of the site.
18. Limitation of Liability
In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
DMCA Notifications of Claims of Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at our “Contact Us” page.
Please provide our Agent with the following Notice:
1. Identify the material on our site that you claim is infringing, with enough detail so that we may locate it on the website;
2. A 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;
3. A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
4. Your address, telephone number, and email address; and
5. Your physical or electronic signature.
We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).
20. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The subscriber of this site (“Subscriber”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
SkySlope and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government for such purposes.
SkySlope may give notice by means of a general notice for the Service, electronic mail to your e-mail address on record in SkySlope’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in SkySlope’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to SkySlope (such notice shall be deemed given when received by SkySlope) at any time by any of the following: letter sent by confirmed facsimile to SkySlope at the following fax number: (800) 507-4117; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to SkySlope at the following addresses:
1210 G Street
Sacramento, California 95914
Attention: Chief Executive Officer
22. Modification to Terms
SkySlope reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of SkySlope but may be assigned without your consent by SkySlope to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of SkySlope directly or indirectly owning or controlling 50% or more of you shall entitle SkySlope to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and SkySlope as a result of this agreement or use of the Service. The failure ofSkySlope to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SkySlope in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and SkySlope and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
This Site is a Venue
We are not involved in the actual transaction between users even though we may provide software and services. As a result, the quality, reliability, safety or legality of these is the responsibility of the user.
Any unauthorized use of our computer systems is a violation of this Agreement and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. Â§ 1030 et seq.), relevant state statutes and the laws of the other states and territories of the USA. Such violations may subject the offender and his or her agents to civil and criminal penalties.
Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the site.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement.
26. Complete Agreement
This license constitutes the entire agreement between the parties with respect to the use of SkySlope and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding this license.