Terms OF USE

Effective date: December 1st, 2017

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Welcome to SkySlope.  Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).  If you have any questions, comments, or concerns regarding these terms or the Services, please contact us by email at support@skyslope.com or by phone at 1-800-507-4117.  SkySlope is located at 825 K Street, 2nd Floor, Sacramento, CA 95814.

These Terms of Use (the “Terms”) are a binding contract between you and SkySlope, Inc. (“SkySlope,” “we” and “us”).   You must agree to and accept all of the Terms, or you don’t have the right to use the Services.  Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.  These Terms include the provisions in this document, as well as those in the Privacy Policy and Copyright Dispute Policy.

 

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the SkySlope.com website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

What about my privacy?

SkySlope takes the privacy of its users very seriously.  For the current SkySlope Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13.  We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.  If you believe that a child under 13 may have provided us personal information, please contact us at support@skyslope.com.

 

What are the basics of using SkySlope?

SkySlope’s Services include an internet-based real estate transaction management software integrated suite of tools providing a computerized means by which agents, brokers, administrators, administrative assistants, transaction coordinators, and auditors store, draft, manage, and archive real estate transactions.

In order to use the Services, you will be required to register for an account, and select a password and user name (“SkySlope User ID”).  You promise to provide us with accurate, complete, and updated registration information about yourself.  You may not transfer, sell, distribute, or otherwise provide your account to anyone else without our prior written permission.

You represent and warrant that you are of legal age to form a binding contract.  If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Except as otherwise expressly permitted by SkySlope, you will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.  We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password.  You’re responsible for any activity associated with your account.

Using the SMS features

SMS (text messaging) is an optional component of the Services. You may incur additional charges from your individual mobile service provider; SkySlope is not responsible for these charges. SkySlope is not liable for any SMS errors, delays, or missed, deleted or late-received messages.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including SkySlope);
  2. Violates any law or regulation, including, without limitation, any applicable export control laws;
  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. Jeopardizes the security of your SkySlope account or anyone else’s (such as allowing someone else to log in to the Services as you);
  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  9. Copies or stores any significant portion of the Content;
  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for suspension and/or termination of your right to use or access the Services.  

 

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including SkySlope’s) rights.

You may not access the Services if you are a direct competitor of SkySlope, except with SkySlope’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You understand that SkySlope owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

 

Do I have to grant any licenses to SkySlope or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services, such as documents is your “User Submission.” Subject to the licenses below, you will retain full ownership of your User Submissions.  SkySlope does not claim ownership of your User Submissions.  

In order to provide the Services to you, you grant us a license access, process, translate, modify, reproduce, display, and distribute your User Submissions in order to operate the Services and to make such User Submissions accessible to you and anyone you choose to share them with.  You agree that the foregoing licenses are non-exclusive, worldwide, royalty-free, perpetual, and sublicensable.  Please note that all of the foregoing licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

If you choose to provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (“Feedback”), you agree that SkySlope owns and is free to exploit such Feedback in connection with the Services and/or otherwise in connection with SkySlope’s business.  

 

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like SkySlope, being asked to remove material that allegedly violates someone’s copyright.  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.  To learn more about the DMCA, click here.

 

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated.  You access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.   

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You will keep all your registration information accurate and current.  You are responsible for all your activity in connection with the Services and for your User Submissions.

The Services may contain links or connections to third party websites or services that are not owned or controlled by SkySlope. When you access third party websites or use third party services, you accept that there are risks in doing so, and that SkySlope is not responsible for such risks.

SkySlope has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, SkySlope will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that SkySlope shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that SkySlope is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release SkySlope, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

 

Will SkySlope ever change the Services?

We’re always trying to improve the Services, so they may change over time.  We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.  We reserve the right to remove any Content or User Submissions from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that User Submission or Content in violation of these Terms), in our sole discretion, and without notice.

 

Do the Services cost anything?

The Services are currently subscription-based, but we reserve the right to implement other pricing models in the future. You agree to pay all applicable fees in connection with your subscription including any applicable taxes that we do not collect on your behalf.

Please see our website for our current posted fees.  However, note that any individual or special fee arrangements (e.g., those specified in an Order Form) will not be posted and are SkySlope’s confidential information. We reserve the right to modify our fees at any time for any reason upon notice to you through posting on our website, or notification by email or other means. Any increase in fees will become effective beginning with the next subscription period.

If you do not pay all subscription fees when due, or if we are otherwise unable to collect payment from you for the Services, we reserve the right to immediately suspend or terminate your access to the Services until we receive such payment.

We may from time to time add features, products, and/or services for which we may charge additional fees. We will not charge you for such additional features, products, and/or services without first obtaining your consent.

 

What if I want to stop using the Services?

If you are a paying subscriber, your termination rights are as set forth in your Order Form.  If you are not paying for the Services, you are free to stop using the Services at any time by contacting us at support@skyslope.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.  Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.  

SkySlope is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms.   SkySlope has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.  We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of SkySlope. SkySlope reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services.

If you have deleted your account by mistake, contact us immediately at support@skyslope.com– we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisons that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

 

I use the SkySlope App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including without limitation the iPhone, iTouch, iWatch, and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

  1. Both you and SkySlope acknowledge that the Terms are concluded between you and SkySlope only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  3. You will only use the Application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  6. You acknowledge and agree that SkySlope, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, SkySlope, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  9. Both you and SkySlope acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  10. Both you and SkySlope acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

What else do I need to know?

Warranty Disclaimer.  Neither SkySlope nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.  We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.  Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from SkySlope or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).  THE SERVICES AND CONTENT ARE PROVIDED BY SKYSLOPE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR  A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPANY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.  To the fullest extent allowed by applicable law, you agree to indemnify and hold SkySlope, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to any actual or alleged violation or breach of any of the representations, warranties, agreements or promises made by you herein. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment.  You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without SkySlope’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration.  These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Sacramento County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Sacramento County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous.  You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the SkySlope may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.  The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and SkySlope agree that these Terms and your Order Form are the complete and exclusive statement of the mutual understanding between you and SkySlope, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of SkySlope, and you do not have any authority of any kind to bind SkySlope in any respect whatsoever.

Except as expressly set forth in the section above regarding the Apple Application, you and SkySlope agree there are no third party beneficiaries intended under these Terms.

Last updated: December 16, 2019

END USER TERMS OF USE

IMPORTANT!  THESE END USER TERMS OF USE (THESE “TERMS OF USE”) GOVERN YOUR USE OF THIS SITE AND THE SERVICES (AS DEFINED BELOW) AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SKYSLOPE, INC., A CALIFORNIA CORPORATION, AND ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, “SKYSLOPE”).  PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THIS SITE OR THE SERVICES.  THESE TERMS OF USE CONTAIN LIMITATIONS ON SKYSLOPE’S LIABILITY AND DAMAGES RECOVERABLE BY YOU, WAIVERS OF WARRANTIES AND OF INDIVIDUAL CLASS ACTION AND JURY TRIALS AND THE EXCLUSIVE FORUM AND VENUE FOR DISPUTES IS ARBITRATION WHICH WILL TAKE PLACE IN WILMINGTON, NEW CASTLE COUNTY, DELAWARE.

BY LOGGING INTO OR USING THE SERVICES, YOU ARE INDICATING YOUR ACCEPTANCE OF AND AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS OF USE.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

IF YOU ARE LOGGING INTO OR USING THE SERVICES IN CONNECTION WITH YOUR EMPLOYMENT FOR AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS OF USE, AND THESE TERMS OF USE SHALL BE LEGALLY BINDING ON YOU AND THAT ENTITY.

YOU MAY NOT USE THIS SITE OR THE SERVICES UNLESS YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER.

 

Will SkySlope ever change these Terms of Use?

SKYSLOPE MAY MODIFY THESE TERMS OF USE AT ANY TIME.  THE DATE OF THE LAST UPDATE TO THESE TERMS OF USE IS SET FORTH ABOVE AND SHOULD BE CHECKED BY YOU PERIODICALLY.  SKYSLOPE WILL ALSO PROVIDE YOU WITH NOTICE OF ANY UPDATES TO THESE TERMS OF USE, WHICH NOTICE MAY BE PROVIDED ELECTRONICALLY VIA THE SERVICES OR VIA EMAIL.  YOUR CONTINUED USE OF THE SITE AND SERVICES WILL CONSTITUTE YOUR ACCEPTANCE OF ALL CHANGES TO THESE TERMS OF USE.  IN THE EVENT YOU DO NOT AGREE TO ANY UPDATES TO THESE TERMS OF USE, YOU SHOULD CEASE ALL USE OF THE SITE AND SERVICES.

 

What about my privacy?

In addition to these Terms of Use, please also review our Privacy Policy at https://skyslope.com/privacy-policy and our Copyright Dispute (DMCA) Policy at https://skyslope.com/dmca.

 

What defined terms should I know when reading this Agreement?

The following terms shall have the meanings specified or referred to below.  Defined terms may be used either with the first letter(s) capitalized or with the first letter(s) in lower case.

“Site” means this website and includes all web, mobile, and versions hereof, and any other websites owned or operated by SkySlope that is linked or referenced within this Site, or used to access or use the Services.

“Services” means all software, applications, programs, services, information, data, personal information, and other content made available for Your use via the Site along with any input, information, data or content stored, processed or otherwise contained therein and any other services or features offered in connection with any of the foregoing, and includes the internet-based real-estate transaction management software integrated suite of tools offered through the Site for You to store, draft, manage, and archive real estate transactions services and perform other services.  

“Us,” “We,” or “Our” means SkySlope.

“You” or “Your” means any person, business or entity using the Site or Services.

 

How may I use the Services and the Site?

Your use of the Services is limited to the right to access and use the Services for Your own personal, individual and internal real estate transactions management activities as expressly authorized under these Terms of Use.  No right to sub-license or sub-let is granted under these Terms of Use.  You shall take all steps necessary to protect your login(s) and password(s), to safeguard the security and integrity of the Services, and to protect against unauthorized access and use.  You shall immediately notify SkySlope of any violation of the foregoing.  Any access to the Services using Your login and password shall be deemed access by You.

Your use of the Site or Services may require You to login or maintain a user account, which may be owned, controlled or issued by a third party with whom You have a relationship.  Your relationship with any such third party is subject to a separate written agreement between You and such third party, and SkySlope is not a party to or bound by any such agreements.

You must provide true, accurate, and current information, and maintain and update this information and ensure that it remains true, accurate, and current. You consent to receive personalized emails, telephone calls and other communications from SkySlope.

You understand that by using the Site, You consent to the collection, use and disclosure of personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have that information collected, used, transferred to and processed in the United States and other countries, where applicable.

The Site may contain links to third-party websites, advertisers, services, listings, special offers, or other events or activities that are not owned or controlled by SkySlope.  SkySlope does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.  If You access a third party website from the Site or Services, You do so at Your own risk, and You understand that these Terms of Use and Our Privacy Policy do not apply to Your use of such sites or third parties.  You expressly release, waive, relieve and hold harmless SkySlope from any and all liability arising from Your use of any third-party website, service, or content.  Additionally, Your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between You and such advertisers.  You agree that SkySlope shall not be responsible for any loss or damage of any sort relating to Your dealings with such advertisers or other third parties.

You agree to, at all times, comply with all applicable laws, regulations, restrictions and rules in connection with accessing and using the Site and Services, including all laws, regulations, restrictions and rules involving private data and applicable export controls.  In particular, You will not use this site or the Services in any country in any manner prohibited by the United States Export Administration Act or any other export laws, regulations, restrictions and rules.  You represent and warrant that You are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan and North Korea) and that You are not otherwise prohibited from using the Site or the Services in any manner under any export laws, regulations, restrictions and rules.

You will not use the Site or Services for any illegal purpose or in violation of any law or regulation, or to transmit, receive, download, upload or solicit: (a) any of Your Data (as defined below) or other materials which may violate any copyright, trade secret, trademark, service mark or any other intellectual property rights or rights of privacy or publicity of any person or entity; (b) any of Your Data or other materials containing any destructive or interfering programs, applications, or instructions; or (c) any of Your Data or other materials which may subject You or SkySlope to civil or criminal liability.

You agree to abide by all copyright and other restrictions placed on any data, information or content available via the Services including any material or data compilations where SkySlope or others hold the copyright or other intellectual property or proprietary rights.

Your use of the Site and Services may be provided in connection with an agreement entered into between SkySlope and a third party, such as a real estate brokerage, agency or other business that you have a business relationship or agreement with (each a “SkySlope Client”).  You acknowledge and agree that SkySlope Client: (a) may have access to your use of the Services and Your Data; (b) SkySlope Client may have the right to create, monitor and control your user logins, passwords and accounts and your access or denial, suspension or termination of access to the Site or Services; and (c)  You hereby consent and authorize SkySlope Client to have all such rights and access as set forth in this section.  SkySlope has no liability for or relating to any disputes between You and any SkySlope Client or for SkySlope Client’s access or use of Your Services or Your Data. SkySlope may maintain, correct and modify, and may upgrade and/or update the Site or Services at any time in its discretion with or without notice to You.

 

What obligations apply to personal information and data privacy?

You represent, warrant, covenant and agree that You shall comply with all relevant and/or applicable state and federal data privacy standards and all United States, foreign and other applicable laws, rules and regulations governing data, banking and financial information, real estate, the purchase or sale of real estate, real estate transactions, agencies and brokers, privacy, personal data and personal information and PII (as defined below) including the U.S.-EU Safe Harbor Privacy Framework, the General Data Protection Regulation (GDPR) (EU) 2016/679, the California Consumer Privacy Act (CCPA) AB-375, and any other applicable laws, rules, regulations and guidelines, and all other requirements reasonably requested by SkySlope (collectively, the “Data Privacy Standards”).  You represent, warrant, covenant and agree that for so long as You maintain, possess, acquire, disclose, use, or have access to any PII, You shall at all times maintain the PII in strict confidence and shall not disclose it to anyone or use it for any purposes except as expressly authorized in these Terms of Use and as permitted by applicable law and the Data Privacy Standards, and You shall be and remain in strict compliance with the Data Privacy Standards and that You shall notify SkySlope within twenty-four (24) hours if You are no longer in compliance with such Data Privacy Standards.  SkySlope shall have the right, at any time, to require You to remove, destroy or purge any information from Your possession, custody or control that constitutes PII when required by any of the Data Privacy Standards.  SkySlope shall have the right, but not the obligation, upon reasonable prior notice, to audit You to confirm Your compliance with these Terms of Use and the Data Privacy Standards, which audit may include on-site inspections, requests for copies of documents and records, interviews with employees and representatives, proof of compliance, and written certifications executed under oath.

The term “PII” means personal information, personally identifiable information, non-public information (NPI), any information about an individual, information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, and any other information protected or regulated under applicable law and includes: (a) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; (b) credit card, debit card and other banking and payment information; (c) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information; (d) any non-public personal information regarding any individual that is subject to applicable national, state, regional, and/or local laws and regulations governing the privacy, security, confidentiality and protection of non-public personal information; (e) is Personally Identifiable Information, as defined by state breach notification statutes; (f) non-public information (NPI) as defined and/or used by applicable state, federal or local laws, rules or regulations; (g) information appearing on applications for obtaining financial services (such as credit card or loan applications), or on account histories (such as bank or credit card histories), a person’s status (current or previous) with a banking, credit, lending or other financial organization, including names, addresses, telephone numbers, Social Security numbers, PINs, passwords, account numbers, salaries, medical information, and account balances; and (h) any information or materials protected by applicable state, federal or local laws, rules or regulations or governing real estate or its purchase or sale, real estate brokers, agents, transactions or related documents.

 

Do the Services include SMS messaging?

The Services may include the ability to utilize text messaging (SMS) that sends text messages to mobile phone numbers designated by You.  You shall only use this feature for yourself and others who expressly opt-in to its usage.  Use of the SMS feature will include an unsubscribe instruction.  SMS recipients may text STOP, STOP ALL, END, QUIT, NO, CANCEL or UNSUBSCRIBE to opt out of receiving future messages and such recipients will receive one (1) final message from confirming their inactivation of this service.  Following such confirmation message, no additional text messages will be sent unless re-activated by You or a person designated by You.  SMS recipients may also text HELP for questions.  Message and data rates may apply from Your mobile carrier.  You acknowledge and agree that utilization of SMS (text messaging) may cause You and other participants to incur additional charges from their mobile service providers, such service may subject You and participants to additional fees, and such service may not be available with all mobile service providers.  You agree that You and any other participants designated by You shall be solely responsible for all and any expenses and/or fees associated with SMS (text messaging) in connection with the Services.  You further agree that SkySlope will not have any liability and/or responsibility in connection with the provision of the SMS (text messaging) services, any SMS (text messaging) errors, delays, or missed, deleted or late-received messages, or messages sent to unintended or non-consenting recipients.

 

Do I have access to an API?

SkySlope may provide a SkySlope Client or You with access to certain application programming interfaces (API), including software developer kits, documentation, API credentials, and any software, materials or data that SkySlope makes available to SkySlope Client, in its sole discretion (collectively, the “API Feature Set”).  The API Feature Set is included within the definition of and is part of the “Services” and its access and use by You is subject to the terms and conditions of these Terms of Use.  SkySlope shall have no obligation to provide You with access to or use of the API Feature Set.  YOU ACKNOWLEDGE AND AGREE THAT IF ACCESS TO OR USE OF ANY API FEATURE SET IS PROVIDED: (A) YOU AND/OR SKYSLOPE CLIENT WILL BE SOLELY RESPONSIBLE FOR THE DEVELOPMENT AND USE OF THE API FEATURE SET AND ANY APPLICATIONS, INTERFACES, INTEGRATIONS OR USES THEREOF; (B) YOU AND SKYSLOPE CLIENT ASSUME ALL LIABILITIES AND RISKS ASSOCIATED WITH ANY USES OF THE API FEATURE SET; AND (C) THE API FEATURE SET IS PROVIDED “AS IS” AND WITH “ALL FAULTS” AND SKYSLOPE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO ANY API FEATURE SET, ITS USE BY YOU OR SKYSLOPE CLIENT OR THAT THE API FEATURE SET WILL WORK OR INTEGRATE WITH YOUR OR SKYSLOPE CLIENT’S SOFTWARE, ANY THIRD PARTY RESOURCES OR MEET ANY OF YOUR OR SKYSLOPE CLIENT’S REQUIREMENTS. The API Terms of Use can be found here: https://skyslope.com/api-license-terms-of-use/

 

Is any software provided as part of the Services?

SkySlope may, in its discretion, provide You or SkySlope Client with online access to download certain software applications and programs for use with the Site or Services, which software may be provided for use on personal computers or as mobile or smartphone applications (collectively, the “SkySlope Software”).  The SkySlope Software is included within the definition of and is part of the “Services” and its access and use by You is subject to the terms and conditions of these Terms of Use.  Installation and/or use of the SkySlope Software may require Your acceptance of terms of use or an end user license agreement which shall govern that software’s use; however, if separate terms or an agreement for such SkySlope Software is not provided, then such SkySlope Software is provided as part of the Services and You have the non-exclusive, non-transferable, limited right to use such SkySlope Software, subject to the terms and conditions of these Terms of Use solely to facilitate Your use of the Services as expressly permitted herein.  SkySlope has the right to terminate or suspend Your access and use of the SkySlope Software at any time without notice.  Additionally, Your right to use the SkySlope Software shall immediately and automatically terminate in the event that SkySlope ceases its business relationship with SkySlope Client, or You cease your business relationship with SkySlope Client.

 

What activities are prohibited?

You shall not: (a) reproduce, duplicate, disseminate, copy, modify, translate, or create derivative works based on the Site or Services; (b) sell, rent, lease, loan, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or Services, or otherwise disclose the Site or Services to any third party or use the same for the purpose of commercial timesharing, service bureau or other rental or sharing agreements with or for the benefit of any third party or customer; (c) use the Site or Services for any use other than the expressly authorized use set forth above, including to conduct electronic, individual or bulk transfers, migrations, downloads or extractions of data, records, files or information from the Services; (d) reverse engineer, decompile, disassemble, circumvent the security and restrictions, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site or Services; (e) remove or otherwise alter any proprietary notices or labels from the Site or Services or any portion thereof; (f) use the Site or Services to create any product or service; (g) use the Site or Services if You are a competitor of SkySlope, except with SkySlope’s prior written consent, (h) design, build or develop any product or service that competes against the Site or Services or that provides the same or similar services or functionality as the Site or Services; (i) violate the security of any computer network, or crack, hack or circumvent any passwords or security encryption codes, (j) run any mail-list, listserv, any form of auto-responder or “spam” on the Site or Services, or any processes that run or are activated while You are not logged into the Site or Services, or that otherwise interferes with the proper working of the Site or Services (including, without limitation, by placing an unreasonable load on the Site’s or Services’ infrastructure), (k) through the use of manual, automated or any other means, engage in action that “crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Site or Services, (l) perform, monitor, analyze or disclose the Site’s or the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes, or (m) otherwise use the Services in any way not expressly provided for by these Terms of Use.  You will use the Services only in compliance with: (i) these Terms of Use; and (ii) in accordance with all applicable laws, rules and regulations.

 

How may SkySlope terminate my use of the Site or Services?

SkySlope shall have the right, in its sole discretion, to terminate this Agreement at any time for any reason, cease doing business with You or any business, person or entity and/or to terminate or suspend Your access to the Service, or any part thereof, temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including for record keeping, quality assurance, or if SkySlope believes that You have violated or acted inconsistently with the letter or spirit of these Terms of Use.  Additionally, SkySlope reserves the right to refuse to do business with You or any business, person or entity in its discretion, consistent with local, state and federal laws.  You also agree that SkySlope will not be liable to You or to any third party for any modification or termination of access to the Services.  These rights and actions are in addition to and not in lieu or limitation of any other right or remedy SkySlope may have available at law or in equity.

 

What happens if this Agreement is terminated?

Upon termination, cancellation or expiration of this Agreement for any reason whatsoever: (a) Your right to access and use the Services shall immediately, automatically, and without notice, be revoked; (b) You shall immediately cease all access to and use of the Services and all Confidential Information; (c) You shall return to SkySlope all Confidential Information; (d) SkySlope shall have the right to terminate and deny You access to and use of the Services immediately and without notice.  The obligations set forth in this Agreement which, by their nature, are intended to survive, shall survive the termination, cancellation or expiration of this Agreement for any reason whatsoever.  Such surviving obligations include, without limitation, obligations with respect to Confidential Information, protection of PII and data, and obligations of indemnity.

 

What rights do I have in my data?

You shall own or have all necessary rights to all information, data, text, images, audio, video, photographs, and any other content or materials that You upload to the Site or the Services (collectively, “Your Data”).  The term “Your Data” does not include the Services, Third Party Resources (as defined below), the SkySlope Intellectual Property (as defined below), or any other SkySlope products or services, or any derivative works thereof.  You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Data, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Data, or from Your use of the Site or Services.  You may disclose or transferYour Data to a third party, and upon such disclosure or transfer SkySlope is no longer responsible for the security or confidentiality of such content and applications outside of SkySlope.  You hereby grant to SkySlope a non-exclusive, worldwide, royalty-free, perpetual, sublicensable license and right to host, use, process, reproduce, display and transmit Your Data to provide the Services pursuant to and in accordance with these Terms of Use.  You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data, and for obtaining all rights related to Your Data required by SkySlope to perform the Services.  The term “Third Party Resources” means all software, hardware, network, applications, data, data feeds, information, application programming interfaces (APIs), text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of SkySlope that You may access or use through, within, or in conjunction with the Services.  The term “SkySlope Intellectual Property” shall mean SkySlope’s ownership of all Confidential Information (as defined below), the Site, the Services, Feedback (as defined below), and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights in and to the Confidential Information and arising therefrom.

You represent and warrant that: (a) You have the written consent of each and every identifiable natural person in Your Data to use such person’s name or likeness in the manner contemplated by the Services and these Terms of Use, and each such person has released You and SkySlope from any liability that may arise in relation to such use; (b) Your Data and SkySlope’s use thereof as contemplated by these Terms of Use and the Services will not violate any law or infringe any rights of any third party, including but not limited to any copyrights, trademarks, service marks or other intellectual property rights, publicity rights, or privacy rights; (c) SkySlope may exercise the rights to Your Data granted under these Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (d) all of Your Data and other information that You provided to SkySlope is truthful and accurate.  SkySlope reserves the right to change, condense or delete any content, information, or materials available with or used in connection with the Services (including Your Data) that SkySlope deems, in its sole discretion, to violate any provision of these Terms of Use.

In the event You delete any account or portion thereof within the Services, You shall contact SkySlope immediately at support@skyslope.com.  SkySlope shall not have any liability for any lost content or Your Data in the event You delete any account or portion thereof within the Services, and such instances shall not constitute a breach of these Terms of Use.

 

Does SkySlope monitor the Services?

SkySlope shall have the right to monitor use of the Services to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason in accordance with applicable law, and to use data collected therefrom for any other purposes.  Notwithstanding these rights, You remain solely responsible for the content of Your Data.

 

How is information kept confidential?

You will treat and hold all confidential, commercially sensitive, proprietary, and/or non-public information (“Confidential Information”) received from SkySlope in strict confidence and will not use or disclose to anyone any of the information except as otherwise expressly permitted by these Terms of Use.  The term “Confidential Information” shall include PII, all user logins and passwords, SkySlope Intellectual Property, the API Feature Set, SkySlope Software, the Services and their features, functionality, work-flow, algorithms, screen displays and methods, system updates and all documentation relating thereto.  Any information provided by SkySlope through the Services shall be considered Confidential Information of SkySlope.  Upon termination, cancellation or expiration of these Terms of Use for any reason whatsoever, or at SkySlope’s request at any time, You shall return to SkySlope all Confidential Information or SkySlope’s option, destroy such information.  You shall not promote or publicly disclose or link the Internet address or location of the Services in any manner, including on any web sites without the prior written consent of SkySlope.

 

Am I responsible for reviewing information?

Information published and disseminated by SkySlope or the Services is communicated without review, editing or change by SkySlope, as provided to the Site, Services or SkySlope by You or third parties.  SkySlope has no obligation to verify the information provided and disclaims any responsibility for its accuracy and You use the same at your own risk.  You agree to defend, indemnify and hold harmless SkySlope and its employees, officers, agents, and directors from and against any liability arising from any inaccuracy or inadequacy of the information You provide.

 

What is SkySlope’s Intellectual Property?

You shall not contest or otherwise challenge: (a) SkySlope’s designation of its Confidential Information as trade secrets and commercially sensitive and confidential and proprietary information; or (b) SkySlope’s ownership of the Confidential Information, the Services, the Site, the API Feature Set, SkySlope Software, Feedback (as defined below), and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights therein and arising therefrom (collectively, the “SkySlope Intellectual Property”).  SkySlope is the owner of all SkySlope Intellectual Property and no title or ownership of the Confidential Information or SkySlope Intellectual Property is transferred to You by way of these Terms of Use.  Except for the express limited rights granted to You to use the Site and Services set forth above, no other rights, whether express or implied, are granted to You, and are reserved to and retained by SkySlope.  You agree that any feedback, suggestions, improvements, enhancements, input and/or feature requests relating to the Site or Services provided by You to SkySlope (“Feedback”) shall be owned solely by SkySlope, shall be included as part of the SkySlope Intellectual Property, and SkySlope shall be free to exploit and/or incorporate such Feedback in connection with the Services, Site and/or SkySlope’s business.

 

Do I receive any warranties from SkySlope?

THESE TERMS OF USE ARE A CONTRACT FOR SERVICES AND NOT FOR THE SALE OF GOODS.  THE SITE AND SERVICES (INCLUDING THE API FEATURE SET AND ANY SKYSLOPE SOFTWARE) ARE PROVIDED “AS IS” WITH “ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED.  YOUR USE OF THE SITE AND SERVICES, API FEATURE SET AND SKYSLOPE SOFTWARE IS VOLUNTARY AND ENTIRELY AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR MAINTAINING AN INDEPENDENT MEANS EXTERNAL TO THE SITE AND SERVICES FOR THE BACKUP AND RECONSTRUCTION OF ANY LOST OR INCORRECT OR DAMAGED DATA OR YOUR DATA.  SKYSLOPE EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  SKYSLOPE DOES NOT WARRANT THAT THE SITE, SERVICES, API FEATURE SET OR SKYSLOPE SOFTWARE OR THEIR FUNCTIONS OR CONTENT WILL BE UNINTERRUPTED, TIMELY, WITHOUT DELAYS, WITHOUT LOSSES OF DATA OR INFORMATION OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE, SERVICES, API FEATURE SET OR SKYSLOPE SOFTWARE OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES, INFECTIONS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE CODE.  SKYSLOPE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SITE OR SERVICES IN TERMS OF ACCURACY, COMPLETENESS, TIMELINESS, USEFULNESS, RELIABILITY OR OTHERWISE.  THE SITE, SERVICES, API FEATURE SET AND/OR SKYSLOPE SOFTWARE MAY INCLUDE ERRORS AND MAY BE CHANGED OR MODIFIED AT ANY TIME.  YOU, AND NOT SKYSLOPE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE, SERVICES, API FEATURE SET AND/OR SKYSLOPE SOFTWARE.  SKYSLOPE MAKES NO WARRANTIES THAT YOUR USE OF THE SITE, SERVICES, API FEATURE SET AND/OR SKYSLOPE SOFTWARE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS.  THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.  SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

SKYSLOPE RESERVES THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SITE, SERVICES, API FEATURE SET AND/OR SKYSLOPE SOFTWARE OR ANY PART THEREOF, WITH OR WITHOUT NOTICE.

 

WHAT ARE THE LIMITS AND EXCLUSIONS ON LIABILITY AND DAMAGES?

NOTWITHSTANDING ANY PROVISION OF THESE TERMS OF USE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL: 

  • SKYSLOPE OR ANY OF ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS AND DIRECTORS BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE OR SIMILAR DAMAGES; AND
  • THE TOTAL, COMPLETE AND COLLECTIVE LIABILITY OF SKYSLOPE AND ALL OF ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS AND DIRECTORS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE SITE, THE SERVICES, API FEATURE SET AND/OR SKYSLOPE SOFTWARE IN ANY EVENT EXCEED ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE.

EACH AND ALL OF THE TERMS, PROVISIONS AND LIMITATIONS SET FORTH ABOVE IN THIS SECTION SHALL APPLY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, STATUTORY OR OTHERWISE; (B) EVEN IF ANY ONE OR MORE REMEDIES PROVIDED IN THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE; AND (C) EVEN IF SKYSLOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

What indemnities do I make to SkySlope?

You agree to defend, indemnify and hold harmless SkySlope and each of its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, contractors, officers and directors from and against any actual or threatened claims, damages, liabilities, demand, judgments, awards, costs and expenses including reasonable attorneys’ fees, due to, arising out of or relating to: (a) Your Data, or Your use of the Site, Services, API Feature Set or SkySlope Software; (b) Your submissions, posts or transmissions through the Services, including without limitation, Your Data; (c) Your breach or other violation of any of these Terms of Use or any representations, warranties or covenants made herein; (d) Your violation of any rights of any content owner or provider; (e) any violation of the obligations of confidentiality and privacy as set forth in these Terms of Use; (f) any claim by SkySlope Client or a Third Party Resource arising out of or relating to Your use of the Services or the Site or any agreements or disputes between You and any SkySlope Client or Third Party Resource; and/or (g) any other obligations of indemnity, defense or hold harmless set forth elsewhere in these Terms of Use.  The foregoing obligations of indemnity, defense and hold harmless shall apply whether Your acts or omissions were intentional, negligent or reckless.

 

How and where will disputes be resolved?

These Terms of Use shall be construed and the legal relations between the parties determined in accordance with the laws of the State of Delaware.  The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to these Terms of Use.  Any dispute, controversy or claim arising out of or relating to the Services or the Site or these Terms of Use, or their negotiation, performance, execution or breach, shall be settled exclusively by arbitration in accordance with the Rules of the American Arbitration Association (“AAA”).  The arbitration and all proceedings shall take place in Wilmington, New Castle County, Delaware before a single arbitrator selected by the parties in accordance with the AAA rules; however, the arbitrator shall have no less than ten (10) years’ experience in computer law and commercial matters.  The decision of the arbitrator shall be final and binding and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof.  All proceedings, the decision and submissions made in connection with the arbitration shall be confidential.  With respect to all disputes arising in relation to these Terms of Use, but subject to the preceding arbitration provisions in this section, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.  In any dispute arising out of or relating to these Terms of Use, the prevailing party shall receive an award of its reasonable attorneys’ fees and costs in any proceeding, including on appeal and enforcement.

 

AM I WAIVING RIGHTS TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL?

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND SKYSLOPE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY SKYSLOPE OR YOU, AND ARE ALSO WAIVING THE RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

 

How does SkySlope Cooperate with Law Enforcement?

SkySlope reserves the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing SkySlope to disclose any Your Data, or any other content, data, information, the identity of anyone posting content or using the Site or Services or publishing or otherwise making available any materials that are believed to violate these Terms of Use.  BY ACCEPTING THESE TERMS OF USE, YOU WAIVE, RELEASE AND HOLD SKYSLOPE HARMLESS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SKYSLOPE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SKYSLOPE OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.

 

May I transfer this Agreement?

The use of the Services and grants by SkySlope hereunder are personal to You and may not be assigned, sub-licensed or transferred, in whole or in part, by You, whether by agreement, operation of law, sale, merger, reorganization or change of control of Your company or business.   Any assignment or transfer in violation of this section shall be void and of no force or effect and shall constitute a material breach of these Terms of Use.

 

How do I contact or send notice to SkySlope?

SkySlope may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on the Site or in the Services, as determined by SkySlope in our sole discretion.  SkySlope reserves the right to determine the form and means of providing notifications to You.  SkySlope is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address You provide us.   All notices, requests or demands to SkySlope shall be delivered in writing and shall be deemed given only if delivered personally or sent via overnight delivery to SkySlope’s mailing address.  Any legal notice sent by You to SkySlope must also be emailed to support@skyslope.com.

Please contact us at support@skyslope.com with any questions regarding these Terms of Use.

 

What other terms and conditions apply to this Agreement?

No Waiver.  The failure or delay of any party in exercising any of its rights hereunder, including any rights with respect to a breach or default by the other party, shall in no way operate as a waiver of such rights or prevent the assertion of such rights with respect to any later breach or default by the other party.  No party shall be deemed to have waived any rights under these Terms and Conditions by any action or inaction unless an express waiver is set forth in writing.  The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach.

Entire Agreement and Severability. These Terms of Use (together with any other agreement entered into between You and SkySlope contemporaneously herewith) constitute the entire, complete and only agreement between the parties regarding the subject matter contained herein and supersedes all proposals or prior agreements, whether oral or written, and all other communications between the parties relating to this subject matter.  Any modification of any term or condition of these Terms of Use shall be effective only if in writing and signed by authorized representatives of all parties.  No other act, usage or custom shall be deemed to modify these Terms of Use.  Whenever possible, each provision of these Terms of Use shall be interpreted in such a manner as to be effective and valid under applicable law.  However, if any provision of these Terms of Use or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible.  Otherwise, such provision shall be severed and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of these Terms of Use or the application of the provision to the other parties or other circumstances.

Relationship of the Parties.  These Terms of Use do not constitute and shall not be construed as constituting a partnership, agency or joint venture between any of the parties.  These Terms of Use shall not be construed as authority for any party to act for any other party in any agency or other capacity or to make commitments of any kind for the account of or on behalf of the other.

Headings and Interpretation.  The use in these Terms and Conditions of the word “including” will mean “including, without limitation.”  The words “hereby,” “herein,” “hereinafter,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to these Terms of Use as a whole, as the same may be altered, amended, modified, repealed, restated and/or supplemented in accordance with the provisions contained in these Terms of Use, and not to any particular article, clause, paragraph section, subparagraph or subsection contained in these Terms of Use.  All references to articles, clauses, paragraphs, sections, subparagraphs, and subsections will mean the articles, clauses, paragraphs, sections, subparagraphs and subsections contained in these Terms of Use, except as otherwise expressly provided in these Terms of Use.  The title of and the article, section and paragraph headings contained in these Terms of Use are for convenience of reference only and will not affect or govern the interpretation of any of the provisions contained in these Terms of Use.  The use of the singular form of a definition or term also will denote the plural forms of such definition or term, and vice-versa, as in each case the context may require.  Where specific language is used to clarify by example a general statement contained in these Terms of Use, such specific language will not be deemed to limit, modify or restrict in any manner the construction of the general statement to which it relates.  Should any provision of these Terms of Use require interpretation, the body or entity interpreting or construing these Terms of Use shall not apply a presumption that the terms hereof shall be more strictly construed against the party who itself or through its agents, prepared the document.  There are no third party beneficiaries to these Terms and Conditions, whether express or intended.

https://skyslope.com/dmca/

 

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