Last Updated: October 22, 2021
IF YOU ARE LOGGING INTO OR USING THE SERVICES IN CONNECTION WITH YOUR EMPLOYMENT FOR AN ENTITY OR INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY OR INDIVIDUAL TO THESE TERMS AND THESE TERMS SHALL BE LEGALLY BINDING ON YOU AND THAT ENTITY OR INDIVIDUAL.
YOU MAY NOT USE THIS SITE OR THE SERVICES UNLESS YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER.
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.
“Custom Forms” means forms provided by SkySlope Client and / or You to SkySlope.
“DigiSign” means the electronic signature tool provided as part of the SkySlope Platform.
“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 the various software, applications, programs, services, information, data, personal information, SkySlope Platform, SkySlope Software and other content identified in any Sales Order, SkySlope Client agreement / Subscription Agreement or as defined as a Standalone User and made available for Your use via the Site and / or embedded in third-party sites, applications and software.
“SkySlope Client” means a third party (such as a real estate brokerage, agency or other business) with whom SkySlope has entered into an agreement with and which agreement may provide for Your use of the Site or Services.
“SkySlope Digital Transaction Management” means the software used to manage real estate transactions.
“SkySlope Intellectual Property” shall mean SkySlope’s ownership of all Confidential Information (as defined below), the Site, the Services, the API Feature Set, SkySlope Software, SkySlope Forms, SkySlope Digital Transaction Management, DigiSign, SkySlope Platform, Feedback, 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.
“SkySlope Forms” means the software used to prepare and send Custom Forms and /or Third-Party Forms, and also includes the Breeze functionality.
“SkySlope Software” means downloadable 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.
“SkySlope Platform” means all of SkySlope’s proprietary technology and software, which also includes but is not limited to DigiSign, SkySlope Forms, SkySlope Digital Transaction Management and SkySlope Software.
“Standalone User” means a Customer who is not subject to an existing Sales Order, SkySlope Client agreement or Subscription Agreement and who only has access to limited functionality in SkySlope Forms (only permitted Third-Party Forms).
“Third Party Forms” means forms provided by third parties, such as MLSs boards or other real estate associations to SkySlope.
“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.
“Us,” “We,” or “Our” means SkySlope.
“You” or “Your” means the person, business or entity who is authorized to use the Site or Services.
“Your Data” means any and all materials or content You made available to SkySlope to use in connection with and Service including but not limited to Custom Forms, all content provided by You in Custom Forms and / or Third-Party Forms, contracts, and other documents, data, text, images, audio, video, photographs, and any other content or materials that You upload or input to the Site or the Services, including but not limited to any data fill fields or blank fields that You populate in any document or Custom Forms and / or Third-Party Form. The term “Your Data” does not include the Services, Third Party Resources, the SkySlope Intellectual Property, SkySlope Platform or any other SkySlope products or services, or any derivative works thereof
Services. Subject to this Agreement, SkySlope agrees to provide You with the Services identified on the Sales Order, in a SkySlope Client agreement / Subscription Agreement, which is incorporated hereto and made a part of this Agreement or defined as a Standalone User, as applicable.
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 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.
SkySlope Client Account Access. 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 and SkySlope Client: (a) may have access to your use of the Services and Your Data; (b) 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 and SkySlope Client to have all such rights and access as set forth in this section including but not limited to the right to verify your eligibility to use the Site or any Service, including any required Multiple Listing Service (“MLS”) or Realtor® association membership(s). When You provide your membership or National REALTOR® Database System number to access certain content provided by a SkySlope Client, You authorize SkySlope to provide that information to required third parties, such as SkySlope Client, MLS or Realtor® associations. We will transmit your information to the required third parties, such as SkySlope Client, MLS or Realtor® associations to verify your eligibility to receive the requested materials and access. SkySlope has no liability for or relating to any disputes between You and any SkySlope Client or for SkySlope and 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.
Additional Service Terms.
Electronic Signature / DigiSign. Your Services may include products that allow for the collection and storage of electronic signatures on Your documents (“Electronic Signature Products”). You are solely responsible for determining whether the use of an electronic record or electronic signature complies or does not comply with any and all laws, rules and regulations and Your state’s or province’s laws and regulations pertaining to the use of electronic records and electronic signatures in the real estate industry. SkySlope shall not be responsible or liable for, and You are solely responsible for, determining whether any person must be provided with a disclosure required by law to be in writing, whether the delivery of an electronic record satisfies such law, and for providing such disclosure to the consumer. We make no representations or warranties that the consumer disclosures in any Electronic Signature Product, including by not limited to DigiSign are appropriate for or provide all of the disclosures as required for Your particular transaction. If You are unsure whether Your electronic record or electronic signature complies or does not comply with relevant law, please seek legal advice.
Text Messaging / SMS. 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 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.
Single Sign-On. SkySlope may provide a SkySlope Client or You with access to Single Sign-On Services (“SSO”). Single Sign-On shall at all times be subject to this Agreement. SSO will only be available if SkySlope enters into agreements with Third-Party providers for such Service. When SkySlope’s agreement with a Third-Party provider terminates, Your access to and use of the Third-Party provider’s product or service using the SSO shall also terminate. All products and Services accessed under the SSO will be linked to and have the ability to be accessed by a single set of credentials. You are responsible for ensuring no unauthorized access occurs. You agree that SkySlope shall have no responsibility or liability whatsoever from any claims made as a result or related to use of SSO services.
Data Fill Feature. SkySlope made provide a SkySlope Client or You with the ability to allow You to auto fill / complete and / or manually input text in certain data fields of a Custom Form, Third-Party Form or document without viewing the entire text of the Custom Form, Third-Party Form, or document being completed (a “Data Fill Feature”), You acknowledge that You should review the Custom Form, Third-Party Form and / or document in its entirety with all text and data revealed before You send, use, or rely on the Custom Form, Third-Party Form and / or document or any text You automatically or manually fill in the Custom Form, Third-Party Form and / or document using the Data Fill Feature. You agree that SkySlope has no responsibility or liability whatsoever which might result from Your use of a Data Fill Feature.
SkySlope Forms. SkySlope may provide a SkySlope Client or You with access to its software technology, SkySlope Forms, which may include the ability to access, populate, electronically sign, print and save Custom Forms and / or Third-Party Forms.
Custom Forms / Custom Conversion. SkySlope may at its sole discretion offer services to convert or digitize real estate forms owned or licensed by You (“Custom Forms”) into electronic format for use within the Services (“Custom Conversion”). If You utilize this Custom Conversion Service, You grant SkySlope a non-exclusive, worldwide, royalty-free, perpetual sub-licensable license and right to host, digitize, use, process, reproduce, display and transmit: (a) Custom Forms; and (b) Your name, trademark(s) and logo(s) (“Marks”), in connection with the Custom Conversion. You agree and acknowledge that You are solely responsible for the content, legality and suitability of Your Custom Forms as well as the Custom Conversion. Furthermore, You represent and warrant that (a) Your Custom Forms comply with all applicable laws and are suitable for their intended use; (b) You own all right, title and interest in and to, and have the right to license in accordance with the terms of the applicable Sales Order or SkySlope Client agreement / Subscription Agreement, Your Custom Forms and Your Marks; and (c) neither Your Custom Forms nor Your Marks infringe upon the intellectual property rights of any third party. SkySlope makes no representations, warranties or guarantees whatsoever regarding the use, content, legality or sufficiency of such Custom Forms, or that the Custom Forms are the most accurate or up-to-date versions.
Third Party Forms printed or exported from SkySlope Forms may identify the Authorized Forms User’s name, licensed information and/or company information on or within the Third-Party Forms. You must use the correct name, license information and company information within SkySlope Forms and it shall be considered a material breach of this Agreement to use anyone else’s name or include a false company name, license information and/or address within SkySlope Forms.
While the owner/licensor of Third Party Forms may provide warranties and representations for some or all of its Third Party Forms, such warranties and representations, if any, are of the owner or licensor and not SkySlope. SkySlope makes no representations, warranties or guarantees whatsoever regarding the use, content, legality or sufficiency of such Third Party Forms, or that the Third Party Forms are the most accurate or up-to-date version of such forms. All right, title and interest in and to the Third Party Forms belong solely to such third party and/or its licensors, as applicable.
Exporting Custom Forms and / or Third-Party Forms. We grant You the right to use SkySlope Forms to export Custom Forms and / or Third-Party Forms to .pdf format. The export of the Custom Forms and / or Third-Party Forms will result in the creation of a .pdf file. We shall not be responsible for providing You with the applicable software to open, view or otherwise use the .pdf file. Custom Forms and / or Third-Party Forms exported from SkySlope Forms to .pdf format MAY NOT be altered, manipulated or changed in any way, including but not limited to, altering the form text or data, “unlocking” or otherwise opening or attempting to open or bypass the security/password protection of a .pdf form, making a derivative work(s), adding any data, text, graphics or software into or on top of a form, converting the Custom Forms and / or Third-Party Forms from .pdf format to a different file format, removing copyright dates and/or symbols, and removing company specific information which is embedded in the form, unless expressly permitted by the copyright holder of the Custom Forms and / or Third-Party Forms. Any violation of this section shall be deemed a material breach of this Agreement and may result in a violation of law and civil and/or criminal penalties. Certain fonts in Your computer’s operating system/software may be missing or corrupt due to no fault of SkySlope Forms, which may result in formatting, saving, printing and e-mailing problems or other errors in Your .pdf documents. You agree that SkySlope has no responsibility or liability whatsoever for any damages which might result from such errors in Your .pdf documents or any of the Custom Forms and / or Third-Party Forms.
Reproducing Custom Forms and / or Third-Party Forms. SkySlope Forms software is intended to be used as an electronic forms-filling software program. Unless permitted by the copyright holder of the forms, You may not use SkySlope Forms to (a) print out, reproduce or display in any manner, blank or partially blank pages or copies of the Custom Forms and / or Third-Party Forms contained within SkySlope Forms (i.e. forms with partial or no text filled into the fillable portion of the forms) in any way or in any file format, including blank .pdf or HTML versions of the forms; (b) enter nominal characters, placeholders or other characters that do not in good faith constitute real estate transaction information to enable the printing of blank Custom Forms and / or Third-Party Forms; or (c) print out blank or essentially blank forms and manually insert information on the hard copies of Custom Forms and / or Third-Party Forms. Such actions may constitute a copyright violation of the copyright owner’s forms, may result in a violation of law and civil and/or criminal penalties and, in addition to any other remedies, may result in the termination of this Agreement by SkySlope.
Compliance with Law. SkySlope shall not be responsible for, and You are solely responsible for, determining whether You have any retention obligations for any documents, information or materials contained within SkySlope Forms and whether Your use of SkySlope Forms to store documents, information or materials complies or does not comply with any and all laws, rules and regulations relating to retention or audit of records, including, but not limited to Your state’s or province’s laws and regulations pertaining to retention or audit of records and the real estate industry. SkySlope makes no representations or warranties that SkySlope Forms or any of the Services provided are appropriate for any retention or audit obligations that may be required for Your particular transaction. If You are unsure whether Your use of SkySlope Forms or any other Services provided to store documents, information or other materials complies or does not comply with relevant law, please consult an appropriate professional, such as an attorney.
Maintenance. Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and SkySlope shall also be entitled, without any liability to you, to suspend access to any potion or all of the Services at any time, on a service-wide basis: (a) for scheduled downtime – currently scheduled between midnight and 6:00 a.m. Pacific Time – to permit SkySlope to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Services or other event that SkySlope determines, in our sole discretion, may create a risk to the applicable Service, to You or to any of our SkySlope Clients or customers, if the Services were not suspended; and (c) in the event that SkySlope determines that it is necessary or prudent to do so for legal or regulatory reasons ((a), (b), (c) collectively referred to as, “Permitted Service Suspensions”) SkySlope shall have no liability as a result of a Permitted Service Suspension. To the extent that SkySlope is able, SkySlope will endeavor to provide you with notice of any Permitted Service Suspension in accordance with this Agreement and to post updates on the Services regarding resumption of Services following any such Permitted Service Suspension, but shall have no liability for the manner in which SkySlope may do so or if SkySlope fails to do so.
Storage. You agree that SkySlope has no responsibility or liability whatsoever for the deletion, corruption or failure to store any transaction, template, clause, content, form or document maintained by SkySlope or maintained or utilized in the SkySlope Platform, including but not limited to Third-Party and Custom Forms. If You wish to save transaction documents, You should export the documents to another location, such as saving the documents on Your computer or some other external storage medium. Notwithstanding, SkySlope will use its best efforts to adhere to the following storage timeframes:
Standalone Users: we reserve the right to delete accounts and/or stored (including by not limited to completed Third-Party and Custom Forms) documents within accounts that have not been accessed for a period of fourteen (14) months.
Customers under an existing Sales Order, SkySlope Client agreement or Subscription Agreement: Storage available to You will depend upon the plan and features purchased by You or by SkySlope Client under the terms of an existing Sales Order, SkySlope Client Agreement or Subscription Agreement. After the applicable time period, Your transactions (and all associated transaction documents) may be deleted from Your account and may not be recoverable. These periods of time are subject to change at any time without notice.
Your Responsibilities. 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, including text or SMS messages, from SkySlope. Communications may be made by automated means, including an auto-dialer. Text and data rates may apply. 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 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.
Data Generated, Created or Provided by You.
Your Data. To the extent You provide or make available to SkySlope materials or content to use in connection with the Services You hereby represent and warrant that You shall own or have all necessary rights to all information (including but not limited to Custom Forms, all content provided by You in Custom Forms and / or Third-Party Forms, contracts, and other documents), data, text, images, audio, video, photographs, and any other content or materials that You upload or input to the Site or the Services, including but not limited to any data fill fields or blank fields that You populate in any document or Custom Forms and / or Third-Party Forms (collectively, “Your Data”). The term “Your Data” does not include the Services, Third Party Resources (as defined below), the SkySlope Intellectual Property, the SkySlope Platform 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 transfer Your 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 shall pay all fees specified in the applicable Sales Order or applicable SkySlope Client agreement / Subscription Agreement (“Fees”), if applicable. Except as otherwise specified in this Agreement,: (i) Fees are quotes and payable in the current set out in the Sales Order; (ii) payment obligations may not be cancelled; (iii) Fees are non-refundable; and you shall be solely responsible for the payment of all sales, use, value added, or other tax obligations arising out of or in connection with this Agreement and Your use of the Services.
Term. This Agreement commences on that date this Agreement is acknowledged by You and continues in effect until the latter of the initial term identified in the applicable Sales Order or applicable SkySlope Client agreement / Subscription Agreement or when You cease access and use of the Services.
Effects of Termination. 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 and any applicable warranties and representations.
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
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.
ADDITIONAL SPECIFIC TERMS APPLICABLE TO SKYSLOPE FORMS LIBRARY
Ontario Real Estate Association (“OREA”). OREA HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY CUSTOM OF USAGE OR OTHERWISE REGARDING THE OREA FORMS AND THE USE THEREOF TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. The OREA Forms are provided “as is” and that the Use or the reliance upon the OREA Forms (including by You or any other Person, in any Transaction) is at Your sole risk; the OREA Forms do not constitute legal, accounting or other professional advice of any nature and OREA shall have no liability to You whatsoever in respect of Your Use, misuse, inability to Use or reliance upon the OREA Forms. OREA shall have no liability to You or any third Person in respect of any Claims or Losses arising directly or indirectly from, out of, or relating to any of the following: (1) Your Use of or reliance upon the OREA Forms; (2) any failure of the OREA Forms to be accurate, complete, correct or current. You agree to indemnify, defend and hold harmless OREA (including their respective officers, directors, employees and/or agents) from and against any and all Claims and Losses arising directly or indirectly from, out of or relating to Your use of the OREA Forms.Oc