Terms of Service

 

 

 

Skyword Inc. (“Skyword”) provides its Platform (as defined below) to You, subject to the following Terms of Service (the “TOS” or the “Agreement”), which may be updated by us from time to time without notice to You. This is a legal agreement between Skyword and You. You can review the most current version of the TOS at any time at:http://www.skyword.com/terms-of-service/. In addition, when using particular Skyword owned or operated services, You shall be subject to any posted policies, guidelines or rules applicable to such services (“Policies”). All such Policies are hereby incorporated by reference into the TOS. You further agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.

Please read this Agreement carefully. By clicking “Create” and/or using the Platform, You agree to be bound by each section of this TOS.

1. Description of Service and Definitions

Skyword provides content creators a set of online tools to create Content (the “Platform”). In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

“You” means any individual or entity identified in the registration data submitted by such person or affiliated person, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an Individual, You must be over 18 years of age as of the date you are creating your account on skyword.com. Anyone may create an account on skyword.com subject to these TOS.

“Content” means any deliverables, technology, designs, articles, written expressions, materials, content, graphics, data, information, images, photographs, art, illustrations, animations, video, audio, or audio/visual content, music, text, and/or any works of authorship that You submit to the Platform, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection.

“IP Rights” means any and all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all rights, title and interest arising under United States or foreign common or statutory law in and to all: (i) patents and all patent applications, including any, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefore, moral rights, other literary property or authors’ rights, whether or not protected by copyright or as a mask work; (iv) rights of privacy, rights of publicity, and equivalent or related rights, and (v) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, and/or brand names and all goodwill associated therewith.

2. Skyword Privacy Policy

Personal and certain other information about You is subject to our Privacy Policy. As a condition of using the Platform, You agree to the terms of the Privacy Policy, as it may be changed from time to time. For more information, see our full Privacy Policy at http://www.skyword.com/privacy-policy/.

3. Skyword’s Proprietary Rights

You acknowledge and agree that the Platform and any necessary software used in connection with the Platform (collectively, the “Software”) contain proprietary and confidential information that is the property of Skyword and its licensors and is protected by applicable intellectual property and other laws. You further acknowledge and agree that any material presented to you through the Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Skyword, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Software, in whole or in part.

Skyword grants you a personal, non-transferable and non-exclusive right and license to use Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Platform. You agree not to access the Platform by any means other than through the interface that is provided by Skyword for use in accessing the Platform.

“Skyword”, the Skyword logo, and other Skyword logos and product and service names are trademarks and service marks of Skyword (collectively, the “Skyword Marks”). Without Skyword’s prior permission, You agree not to display or use in any manner, any Skyword Mark.

4. Term, Termination and Effect of Termination

This TOS shall be effective upon Your clicking Create when creating a new account on skyword.com and shall continue in force and effect until terminated in accordance with this Agreement. You may terminate this agreement and close your Skyword account by sending an email to
support@skyword.com. Skyword may terminate this Agreement at any time at its sole discretion.

5. Representations and Warranties

You hereby represent, warrant and covenant to Skyword that:

You shall at all times be in compliance with this Agreement and the Policies and shall use Your reasonable best efforts to ensure the Content submitted by You (or on Your behalf) are created in an ethical, diligent and professional manner consistent with the highest industry standards and otherwise in accordance with the terms and conditions of this Agreement.
Your actions in connection with this Agreement will not be in violation of any applicable law, rule, or regulation.
You have provided and will continue to provide true, accurate and complete information to Skyword in connection with the Content submitted by You (or on Your behalf), this TOS and Your registration, including, without limitation, Your legal name, address, nationality, regulatory status, and other requested contact information.
You have not knowingly opened more than one account with Skyword.
The acceptance of this TOS does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding or agreement to which You are a party or by which You are bound.
You are over 18 years of age as of the date you are creating your account on skyword.com.
You have accurately indicated your country of residence when creating Your account on skyword.com.
You represent that You are neither located in nor a resident or national of a Prohibited Country, that You are not a Prohibited Person, that You will notify Us if Your Prohibited Country or Prohibited Person status changes, and that Your provision of Content and Your rights under this TOS (including without limitation any right to payment) shall be expressly subject to all applicable laws and regulations, including without limitation regulations issued by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”). For purposes of this Agreement, a Prohibited Country is Cuba, Iran, North Korea, Sudan, or Syria, or any country that may be designated, from time to time, by OFAC as a country with respect to which U.S. persons are prohibited from obtaining services and/or engaging in financial transactions. A Prohibited Person shall be any entity or individual designated on OFAC’s list of Specially Designated Nationals, as updated from time to time, or any person employed or controlled by, or acting on behalf of, such an entity or individual, or any other person with respect to which U.S. persons may be prohibited, from time to time, from obtaining services and/or engaging in financial transactions.
You agree that Skyword shall not be required to request or obtain any license or other authorization from any governmental authority in connection with any matter relating to this Agreement.
6. Indemnification

You shall defend, indemnify and hold harmless Skyword and its related parties, licensees, and customers (collectively, the “Indemnified Parties”), from and against all claims, demands, suits, losses, damages, costs, awards, judgments and expenses (including the costs of investigation and defense and reasonable attorneys’ fees), regardless of the form of action, including, without limitation, those based on, arising out of or relating to: (i) Your breach or alleged breach of any term, representation, warranty or covenant contained in this Agreement or the Policies; (ii) any claim by a third party that Content submitted by You (or on Your behalf), and/or the Indemnified Parties’ use thereof, infringes upon the IP Rights or other rights of such third party; and (iii) Your acts or omissions (including negligence or strict liability) related to the subject matter of this Agreement, including, without limitation, any third party claim or action based on, arising out of or relating to any Content licensed hereunder. You shall promptly reimburse Skyword and the Indemnified Parties for any liabilities incurred in connection with any such claims. Skyword shall provide You with: (a) prompt written notification of any such claims (which may be in email form); (b) sole control and authority over the defense or settlement thereof; and (c) reasonable assistance necessary to settle and/or defend any such claim, at Your sole expense, provided that if any settlement requires any action or admission by, or would impose a monetary obligation on Skyword or the Indemnified Parties, then the settlement will require Skyword’s prior written consent. Failure by Skyword to provide prompt notice of a claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in Your defense of such claim. Skyword may have its own counsel present at and participating in all proceedings or negotiations relating to such claim, at Skyword’s own expense, unless You fail or refuse to secure legal counsel to defend any such claim in a timely manner, in which case the expense of Skyword’s counsel shall be borne by You.

7. Limitation of Liability
(i) COMMUNICATIONS DECENCY ACT. SKYWORD IS A PROVIDER OF INTERACTIVE COMPUTER SERVICES, SUBJECT TO THE PROTECTIONS, IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE COMMUNICATIONS DECENCY ACT (47 U.S.C. 223 et seq.) AND OTHER APPLICABLE LAWS.

(ii) DIGITAL MILLENNIUM COPYRIGHT ACT. SKYWORD IS AN INTERACTIVE SERVICES PROVIDER, SUBJECT TO THE PROTECTIONS, IMMUNITIES AND LIMITATIONS OF LIABILITY AFFORDED BY THE DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. 512 et seq.) AND OTHER APPLICABLE LAWS.

(iii) IN NO CASE SHALL SKYWORD OR ITS RELATED PARTIES BE LIABLE FOR ANY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFIT, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY. SKYWORD’S AND ITS RELATED PARTIES’ TOTAL LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL IN NO CASE EXCEED TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT SKYWORD WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF SKYWORD AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

8. Skyword E-mail
Subject to applicable law, You hereby acknowledge that acceptance of e-mail from Skyword is essential to the proper operation of the program described herein and each party’s respective performance obligations hereunder, and that from time to time, Skyword may send to You the following communications: legal compliance forms/notices, inquiries regarding Your Registration/account, and/or other notices regarding administration of this TOS (collectively, “Skyword Email”). Accordingly, subject to applicable law, You hereby agree to accept, and to not block or otherwise reject, Skyword Email. If You believe that Skyword is distributing inappropriate or unnecessary Skyword E-mail, please notify Skyword at support@skyword.com.

9. General Information

Entire Agreement

This constitutes the entire agreement between You and Skyword and governs Your use of the Platform, superseding any prior agreements between You and Skyword with respect to the Platform. You also may be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines or rules that may apply when You use certain elements of the Platform.

No Employee Relationship
Nothing contained in this Agreement shall be construed to create an employer-employee relationship or joint venture partnership between Skyword and You.

Governing Law
This Agreement shall be subject to and governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and Skyword agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts.

Waiver and Severability of Terms
The failure of Skyword to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Survival
Sections 3, 4, 5, 6, 7, 8, and 9 shall survive the termination of this Agreement.

Violations
Please report any violations of the TOS to Skyword at support@skyword.com