THIS
IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND SKYLINE SOFTWARE
SYSTEMS, INC. (“SKYLINE”). “YOU” MEANS A USER OF THE SKYLINE
WEBSITE AT www.skylinesoft.com OR ANY SUBDOMAINS (TOGETHER, THE “SITE”) OR
OF ANY ASSOCIATED SERVICES, DOWNLOADABLE APPLICATIONS, FEATURES, OR INFORMATION
WE OFFER (COLLECTIVELY, INCLUDING THE SITE, THE “SERVICE”). THIS
AGREEMENT GOVERNS YOUR USE OF THE SERVICE. YOU SHOULD CAREFULLY READ THIS
AGREEMENT.
BY
USING OR ACCESSING THE SERVICE, OR BY REGISTERING ANOTHER PERSON (SUCH AS YOUR
EMPLOYER) TO USE THE SERVICE, YOU AGREE THAT YOU AND ANY SUCH PERSON ARE BOUND
BY THIS AGREEMENT. ANYONE WHO DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT IS
NOT PERMITTED TO USE THE SERVICE.
1.
Changes to this Agreement. Except with respect
to Section 13.4 (Mandatory Arbitration), Skyline reserves the right, in its
sole discretion, to change, modify, add to, supplement or delete any terms and
conditions of this Agreement (including the Privacy Policy, which is
incorporated into and a part of this Agreement) at any time by posting an
updated version with a new “Last Modified” date. You should visit this page
whenever you use the Service to learn if any terms have changed. If any changes to this Agreement are
unacceptable to you or cause you to no longer be in compliance with this
Agreement, you must immediately stop using the Service. Your continued use of
the Service following any revision to this Agreement constitutes your acceptance
of any and all such changes.
2.
Access to the Service.
2.1.
Subject to your acceptance of and
compliance with this Agreement (including the Section 8 Usage Rules), Skyline
grants you a non-exclusive, non-transferable, revocable limited license to use
the Service for personal and non-commercial purposes. You agree not to use the
Service for any commercial or unlawful purpose, and not to copy or distribute
the Service or the contents of the Service (including without limitation the
software or any material posted on the Service’s blogs or member communities
(the “Content”) except as specifically allowed in this Agreement.
2.2.
Skyline may change, modify, suspend, or
discontinue the entire Service, or any aspect of the Service, at any time. Skyline
may also impose limits on certain features or restrict or prohibit your access
to parts or all of the Service at any time, all without notice or liability.
2.3.
You agree to be bound by any application-,
tool-, or content-specific rules published within the Service or with that
application or tool, which Skyline may modify or supplement in its discretion
from time to time.
2.4.
You expressly agree that, except as
expressly permitted by us, you will not share our Content with any other
website or web publisher.
2.5.
Your use of the Service in violation of this
Agreement will be regarded as an infringement of Skyline’s copyrights in and to
the Service. Skyline reserves the right to terminate your access to the Service
without notice if you violate this Agreement or for any reason in Skyline’s
discretion.
3.
Ownership of Intellectual Property.
3.1.
Unless otherwise specified in writing,
all materials that are part of the Service are owned, controlled, or licensed
by Skyline and its licensors and are protected by law from unauthorized use.
The entire contents of the Service are copyrighted under the United States
copyright laws and/or similar laws of other jurisdictions. Skyline, and the Skyline
logos, are trademarks of Skyline and may not be used without the express
written permission of Skyline.
3.2.
You do not acquire any ownership rights
by using the Service, or by downloading material from or uploading material to
the Service.
3.3.
You agree not to copy, redistribute,
publish or otherwise exploit material from the Service, except as expressly
permitted herein, without the express prior written permission of Skyline.
3.4.
You hereby grant to Skyline an
unlimited, non-exclusive, worldwide, perpetual, irrevocable, royal-free
license, with unlimited sublicensing rights, to use all comments, feedback, blog
or forum statements, suggestions, ideas, and other submissions disclosed,
submitted, or offered to Skyline in connection with your use of the Service,
including without limitation by email to Skyline (collectively, “Submissions”)
in any manner Skyline may desire, including without limitation to make, have
made, use, sell, offer to sell, import, reproduce, modify, create derivative
versions of, distribute, publicly display and publicly perform such
Submissions, in any and all forms and media now known or hereafter devised, including
any public manner, without restriction, without compensation to you and without
identifying you as the creator of the Submissions.
4.
Posting on Other Web Sites.
4.1.
Subject to your acceptance of and
compliance with this Agreement, Skyline grants you a non-exclusive,
non-transferable, revocable license to post screenshots from the Site, and to
post any other materials Skyline specifically so authorizes, on your own
personal web site or any third party web site that permits posting of content
at the direction of users, provided that you properly attribute the image to
Skyline. All of Skyline’s rights and remedies are expressly reserved, and Skyline
may revoke this limited license, in whole or in part, upon notice.
4.2.
You agree to include, and to not remove
or alter, Skyline’s trademark, copyright or other proprietary rights notices,
as provided by Skyline on or in connection with the Service, when using or
sharing content, or otherwise using the Service, and you agree to comply with
usage guidelines that may be provided by Skyline from time to time. You agree
that all goodwill that arises in connection with your use of Skyline trademarks
inures exclusively to Skyline, and you agree not to challenge Skyline’s
ownership or control of any Skyline trademarks, nor use or adopt any trademarks
that might be confusingly similar to such Skyline trademarks.
5.
Passwords. You are responsible
for all actions on the Service by you or under your Service password or account
and for taking all reasonable steps to ensure that no unauthorized person has
access to your password or account. Without limiting the foregoing, it is your
sole responsibility to (1) control the dissemination and use of any login code
and password; (2) authorize, monitor, and control access to and use of your
Service account and password; (3) promptly inform Skyline of any need to
deactivate a password. You grant Skyline and all other persons or entities
involved in the operation of the Service the right to transmit, monitor,
retrieve, store, and use any information recorded and/or stored in your account
in connection with the operation of the Service.
6.
Privacy and Protection of Personal
Information.
(a)
Skyline respects the privacy of visitors
to and users of the Service. Information collected from you by Skyline is
subject to the Skyline Privacy Policy at [
]. You acknowledge and agree that the Skyline Privacy Policy,
including, but not limited to, the manner in which Skyline collects, uses and
discloses your personally identifiable information and non-personally
identifiable information, is incorporated into and governed by this Agreement. By
accepting this Agreement, you agree to all of the terms of the Skyline Privacy
Policy. You further agree to comply with all applicable laws with respect to
all information you may receive from Skyline.
(b)
EU data protection laws, our vendors and our partners may set cookies on your device to analyze traffic and provide you with better content. By continuing to use our site, you agree to the use of cookie technology,
any information you share, including without limitation any discussions with others, in any online community area is
by design open to the public and is not private. The Skyline Parties (as defined in Section
9.1 below) reserve the right to, but shall not be obligated to, record any
dialogue or exchanges in the community areas of the Service. These Skyline Parties shall have no
responsibility for any actions taken, or failures to take action, with respect
to the community areas of the Service or any Submissions. As with any public forum on any website, the
information you post may show up in third-party search engine results.
7.
Child Online Protection Act Notification. Pursuant to 47 U.S.C.
§ 230(d) as amended, Skyline hereby notifies you that parental control
protections (such as computer hardware, software, or filtering services) are
commercially available to assist you in limiting access to material that is
harmful to minors. Information identifying providers of such protection is
available on the websites StaySafeOnline (http://staysafeonline.org/stay-safe-online/),
GetNetWise (http://www.getnetwise.org/), and OnGuardOnline (http://www.onguardonline.com/). Please note that Skyline is not affiliated
with the above listed sites, nor is the above intended as an endorsement of any
of the products or services listed on such sites.
8.
Usage Rules. As a condition of
your use of and access to the Service, you agree to comply with any
application-or content-specific rules published within the Service, which
Skyline may modify or supplement in its discretion from time to time (with
notice of material changes, per Section 1). You also specifically agree that you
will not:
(a)
copy or adapt the Service’s software
including but not limited to Flash, PHP, HTML, Java, CSS, JavaScript or other
code;
(b)
reverse engineer, decompile, reverse
assemble, modify or attempt to discover any software (source code or object
code) that the Service creates to generate web pages or any software or other products
or processes accessible through the Service;
(c)
use or launch, develop or distribute any
automated system, including, without limitation, any spider, robot (or
"bot"), cheat utility, scraper or offline reader that accesses the
Service, or use or launch any unauthorized script or other software;
(d)
distribute any virus, time bomb, trap
door, or other harmful or disruptive computer code, mechanism or program;
(e)
cover or obscure any notice, legend,
warning, banner or advertisement contained on the Service;
(f)
interfere with or circumvent any
security feature of the Service or any feature that restricts or enforces
limitations on use of or access to the Service;
(g)
violate any applicable law, including
without limitation export laws;
(h)
harvest or otherwise collect information
from the Service about others, including email addresses, without their
permission;
(i)
infringe or violate the rights of any
other party, including without limitation any intellectual property rights or
rights of privacy or publicity;
(j)
be obscene, offensive, pornographic,
fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous,
hateful, or cause embarrassment to any other person as determined by Skyline in
its sole discretion;
(k)
transmit unsolicited messages, engage in
“spam,” deliberately mislead anyone as to your identity, impersonate another,
or falsely identify the source of any Submissions;
(l)
allow another person or entity to use
your identity in order to access the Service or post or view Submissions; or
(m)
engage in conduct that conflicts with
the spirit or intent of the Service, such as by disrupting the flow of dialogue
in a public area, posting comments that are not related to the topic being
discussed, restricting another user from using or enjoying the Service, or
exposing Skyline or another to any liability or detriment of any kind.
9.
Disclaimers; Limitations; Waivers of
Liability.
9.1.
YOU EXPRESSLY AGREE THAT USE OF THE
SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS"
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SKYLINE NOR
ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, CONTENT PROVIDERS, DISTRIBUTORS, VENDORS, LICENSEES OR LICENSORS
(COLLECTIVELY, "SKYLINE PARTIES") WARRANT THAT THE SERVICE
WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE SERVICE
OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY.
9.2.
THE SKYLINE PARTIES DO NOT ENDORSE OR
WARRANT OR HAVE ANY RESPONSIBILITY FOR ANY INSTITUTION OR PROGRAM, PRODUCT,
SERVICE, OPINION, OR OTHER INFORMATION THAT MAY BE REFERENCED ON OR THROUGH THE
SERVICE. THE SERVICE IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY.
9.3.
THE SKYLINE PARTIES WILL NOT BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS
INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER
ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE
SKYLINE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT
THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT
JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT SKYLINE IS
LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE
SKYLINE PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT YOU HAVE PAID SKYLINE
IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST
ASSERT SUCH CLAIM. FOR THE AVOIDANCE OF
DOUBT, UNDER NO CIRCUMSTANCES WILL THE SKYLINE PARTIES BE LIABLE TO YOU FOR
MORE THAN $500.
9.4.
TO THE FULLEST EXTENT PERMITTED BY LAW,
THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR
INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE
SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER IN ANY JURISDICTION, INCLUDING,
WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT
(INCLUDING NEGLIGENCE).
9.5.
RELEASE.
In confirmation of the above disclaimers and limitations, you hereby release,
discharge, and covenant not to sue the Skyline Parties from any and all liability,
claims, actions, and expenses that may arise, whether caused by the negligence
of the Skyline Parties, or otherwise, in connection with your use of the
Service or your interaction with any party through or as a result of the
Service. You agree that the provisions in this Section 9 will survive any
termination of your account(s), the Service, or this Agreement.
10.
Indemnification. You agree to defend,
indemnify and hold harmless the Skyline Parties from and against all liability,
claims, actions and expenses, including attorneys' fees and costs, arising out
of your use of the Service and/or your breach or alleged breach of any term,
condition, obligation, representation or warranty in this Agreement. You agree
that the provisions in this Section 10 will survive any termination of your Skyline
account(s), the Service, or this Agreement.
11.
Objectionable Content/Copyright Takedown: If you believe your
rights have been violated by, or you otherwise object to, any posting, content
or information on the Service, please contact us promptly so we can evaluate
the claim and take appropriate action. If your complaint includes a claim of
copyright infringement, the following policy will apply:
Copyright Policy: It is Skyline’s policy to respond promptly to
claims of copyright infringement, and to remove, or disable access to,
infringing material. If you believe that any of the content or materials
appearing on this Service contain infringements, please send a notice to our
designated agent at the address stated below. Your notice should contain the
following: a physical or electronic signature of a person (i.e., claimant)
authorized to act on behalf of the copyright owner; identification of the
copyrighted work claimed to be infringed; identification of the content or material
claimed to be infringing; a reference or link to the infringing material or
activity, or the subject of the infringing activity, including information to
enable us to locate that material or reference; the address, telephone number
or email address of the claimant; a statement that the claimant has a good
faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and a statement that
the information in the notice is accurate and, under penalty of perjury, that
the claimant is authorized to act on behalf of the owner of an exclusive right
that is allegedly infringed. Skyline will also terminate a user's account if a user
is deemed to be a repeat infringer, namely, one who has been notified of bona
fide infringing activity more than twice. Our designated agent, to whom you
should direct your infringement claim (or other complaints), is:
Attention: Pini Goldman
Skyline Software Systems, Inc.
13873 Park Center Road, Suite 201
Herndon, VA 20171 USA
Telephone Number: (703)
378 3780
E-mail: info@skylinesoft.com
12.
Third Party Sites and Products. We may include links
to third-party sites or services, or information about third-party products or
services. You should review the terms of use and privacy policies of all sites
and services you link to from or are referred to by our Service. We do not endorse or take responsibility for
these third party offerings. We do not vet or take responsibility for
third-party sites, services or products or the postings or communications of
other users.
13.
Governing Law/Waiver of Injunctive
Relief.
13.1.
This Agreement and all aspects of the
Service will be governed by and construed in accordance with the internal laws
of the United States and the Commonwealth of Virginia, U.S.A., governing
contracts entered into and to be fully performed in Virginia (i.e., without
regard to conflict of laws provisions) regardless of
your location. With respect to any disputes or claims not subject to informal
dispute resolution or arbitration (as set forth below), you agree not to
commence or prosecute any action in connection therewith other than in the
state or federal courts located in VIrginia, and you
hereby consent to, and waive all defenses of lack of personal jurisdiction and
forum non conveniens with respect to, venue and
jurisdiction in the state and federal courts located in Virginia.
13.2.
You acknowledge that the rights granted
and obligations made hereunder to Skyline are of a unique and irreplaceable
nature, the loss of which will irreparably harm Skyline and which cannot be
replaced by monetary damages alone so that Skyline will be entitled to
injunctive or other equitable relief (without the obligations of posting any
bond or surety) in the event of any breach or anticipatory breach by you. You
irrevocably waive all rights to seek injunctive or other equitable relief and
agree to limit your claims to claims for monetary damages (if any).
13.3.
To expedite resolution and control the
cost of any dispute, controversy or claim related to this Agreement ("Dispute"),
you and Skyline agree to first attempt to negotiate any Dispute (except those
Disputes expressly excluded by Section 13.6 below) informally for at least
thirty (30) days before initiating any arbitration or court proceeding. Such
informal negotiations commence upon written notice from one person to the
other. You will send your notice to Skyline Software Systems, Inc. 13873 Park
Center Road, Suite 201, Herndon, VA 20171 USA.
13.4.
Mandatory Arbitration. If you and Skyline are
unable to resolve a Dispute through informal negotiations within 30 days,
either you or Skyline may elect to have the Dispute (except those Disputes
expressly excluded by Section 12.6 below) finally and exclusively resolved by
binding arbitration. Any election to arbitrate by one party will be final and
binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE
THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be
commenced and conducted under the Streamlined
Arbitration Rules and Procedures (the “Rules”) of JAMS, which is
available at the JAMS website www.jamsadr.com.
The determination of whether a Dispute is subject to arbitration will be
governed by the Federal Arbitration Act and determined by a court rather than
an arbitrator. Your arbitration fees and your share of arbitrator compensation will
be governed by the Rules. The arbitration may be conducted in person, through
the submission of documents, by phone or online. The arbitrator will make a
decision in writing, but need not provide a statement of reasons unless
requested by a party. The arbitrator must follow applicable law, and any award
may be challenged if the arbitrator fails to do so.
13.5.
Notwithstanding the above, you and Skyline
agree that arbitration will be limited to the Dispute between Skyline and you
individually. To the full extent permitted by law, (a) no arbitration will
be joined with any other; (b) there is no right or authority for any
Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be
brought in a purported representative capacity on behalf of the general public
or any other persons.
13.6.
You and Skyline agree that the following
Disputes are not subject to the above provisions concerning informal
negotiations and binding arbitration: (a) any Disputes seeking to enforce
or protect, or concerning the validity of, any of your or Skyline’s
intellectual property rights; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any
claim for injunctive relief or to compel arbitration, stay proceedings pending
arbitration, or to confirm, modify, vacate or enter judgment on the award
entered by the arbitrator.
14.
Waiver/Severability.
14.1.
The failure of Skyline to require or
enforce strict performance by you of any provision of this Agreement or to
exercise any right under any provision of this Agreement will not be construed as
a waiver or relinquishment of Skyline’s right to assert or rely upon any such
provision or right in that or any other instance.
14.2.
You and Skyline agree that if any
portion of this Agreement, except any portion of Section 13.6, is found illegal or
unenforceable, in whole or in part by any court of competent jurisdiction, such
provision will, as to such jurisdiction, be ineffective to the extent of such
determination of invalidity or unenforceability without affecting the validity
or enforceability thereof in any other manner or jurisdiction and without
affecting the remaining provisions of this Agreement, which will continue to be
in full force and effect. If Section 13.6 is found to be illegal
or unenforceable then neither you nor Skyline will elect to arbitrate any
Dispute falling within that portion of Section 13.6 found to be illegal or
unenforceable and such Dispute will be decided by a court of competent
jurisdiction in Virginia, and you and Skyline agree to submit to the personal
jurisdiction of that court.
15.
Miscellaneous. Skyline operates and
controls the Service from its offices in the United States and makes no representation
that the Service is appropriate or available in other locations. The
information provided on the Service is not intended for distribution to or use
by any person or entity in any jurisdiction or country where such distribution
or use would be contrary to law or regulation or which would subject Skyline to
any registration requirement within such jurisdiction or country. Accordingly,
those persons who choose to access the Service from other locations do so on
their own initiative and are solely responsible for compliance with local laws,
if and to the extent local laws apply. This Agreement is effective until
terminated by either party. You may terminate this Agreement by destroying all
Service-related materials obtained from the Service, Skyline or any other web
site or source. The privileges granted to you under this Agreement will
terminate immediately and automatically without notice from Skyline if, in our
sole discretion, you fail to comply with any term or provision of this
Agreement or for any reason in Skyline’s sole discretion. Following the termination of this Agreement,
your account(s), or the Service, Skyline shall retain all rights to the
Submissions pursuant to this Agreement. Neither the course of conduct between
the parties nor trade practice will modify this Agreement at any time. You may
not assign this Agreement without Skyline’s prior written consent. This
Agreement (including the Skyline Privacy Policy) contains the entire
understanding of you and Skyline, supersedes all prior understandings between
the parties concerning its subject matter, and cannot be changed or modified by
you. The section headings used in this Agreement are for convenience only and will
not be given any legal import. Upon Skyline’s request, you will furnish Skyline
any documentation, substantiation or releases necessary to verify your
compliance with this Agreement. You agree that this Agreement will not be
construed against Skyline by virtue of drafting it. You hereby waive any and
all defenses you may have based on the electronic form of this Agreement and
the lack of signing by the parties hereto.
16.
Statute of Limitations. You and Skyline both
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 Service or this Agreement (including
the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause
of action arose or will be forever barred.
