License Agreement
TERMS OF SERVICE
Version 2.0, May 5, 2014
In consideration for permitting your access to our website, the delivery of skeddly.com services and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:
These terms and conditions (the "Terms") govern your access to and use of skeddly.com (the "Website") and related AWS Automation Services (the "Service") owned and operated by Eleven41 Software Inc., ("we", "us" or "our"), a corporation incorporated pursuant to the laws of Canada. Please carefully read these Terms before using our Website and Service.
Age Of Majority
By using our Website and Service you, the user or subscriber (herein "you" or "your"), represent and warrant that you are the age of majority, have read and understand these terms and agree to be bound by them. If you are not the age of majority or do not agree to these terms, please stop using the Website and Service and contact us immediately.
Authority
If you are using the Website and Service on behalf of an organization (corporation, trust, partnership etc.), you are agreeing to these terms for that organization and representing and warranting that you have the authority to bind that organization to these terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms, which form an express agreement between you and Eleven41 Software Inc.
Privacy
We process information about you in accordance with our privacy policy available on the website and incorporated herein by reference. by using our website, you consent to such processing and you warrant that all data provided by you is accurate.
Account Types
Free Trial Account. We permit users to sign-up for a free 30-day trial. Except for the provisions concerning price and payment, these Terms apply to your free trial.
Subscriber Accounts. Beyond the 30-day free trial you will be required to pay for the Service in accordance with our pricing terms which are available online at http://www.skeddly.com/pricing as amended from time to time. As a subscriber, you agree to pay the fees specified in exchange for being permitted to use the website and service.
We calculate and bill fees, charges and taxes monthly. You agree that all amounts payable under these Terms (including any taxes assessed now or at a future date) will be paid without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new service or new feature of a service will be effective when we post updated fees and charges on the Website unless we expressly state otherwise in a notice. We may also increase or add new fees and charges for any existing or new services by giving you at least 30 days notice.
Account Security
You are responsible for safeguarding your account password you use to access the Website and Service and you agree not to disclose your password to any third party. You are responsible for all activity on your account, whether or not you authorize that activity. You must immediately notify us of any unauthorized use of your account.
You acknowledge that if you wish to protect your transmission of data and/or files to us, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Website and Service.
Acceptable Use Policy
You agree to only use our Website and Service in accordance with our acceptable use policy, which is available on the website and incorporated by reference herein.
Property and Feedback
All right, title and interest in and to the Website, Service and their contents are and will remain the exclusive property of Eleven41 Software Inc. and its licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the HTML or other code used on the Website or Service.
All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, and any contributions you make to the Website or Service by posting content and communicating with other users via posts to forums on the site ("User Posts") will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and User Posts. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.
Any unauthorized use of our property will be prosecuted to the fullest extent of the law.
Non-Transferable
Access to your account is not transferrable and is only intended for the individual or entity that pays the relevant fees and signed up for an account.
Linked Sites
Whether or not affiliated with sites that may be linked to our Website or Service, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We provide links and references to material on other websites not owned or operated by us. Links found on our Website and online Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
CONSENT TO ACCESS YOUR AMAZON AWS ACCOUNTS
TO ACCESS OUR SERVICE YOU ARE REQUIRED TO PROVIDE US WITH YOUR AMAZON WEB SERVICES (AWS) LOGIN CREDENTIALS. IN PROVIDING YOUR AWS LOGIN CREDIENTIALS, YOU CONSENT TO ALLOWING US TO ACCESS YOUR AWS ACCOUNTS AND INFORMATION FOR THE PURPOSE OF PROVIDING THE SERVICE TO YOU. ANY ACTIVITY ON YOUR AWS ACCOUNT SHALL REMAIN YOUR SOLE AND EXCLUSIVE RESPONSIBILITY. YOU AGREE THAT WE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATTERS PERTAINING TO YOUR AWS ACCOUNT.
ACCEPTANCE OF RISK AND DISCLAIMERS
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT THE WEBSITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE CONTENTS OF THE WEBSITE OR SERVICE ARE ACCURATE, COMPLETE OR RELIABLE.
YOU AGREE THAT WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED WEBSITE AND SERVICE, WE DO NOT GUARANTEE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
LIMITATION ON LIABILITY
YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, CONTRACTORS OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE) DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH THE WEBSITE AND/OR SERVICE, DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS SUPPLIERS CONTRACTORS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
FURTHER, IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES LIABLE FOR ANY DAMAGES, YOU AGREE THAT IN THE EVENT SUCH A PROVISION IS UNENFORCEABLE, UNDER NO CIRCUMSTANCS SHALL THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY) TO US FOR THE PRECEEDING ONE MONTH PERIOD.
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A SUBSCRIBER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITES AND SERVICE, WITHOUT THESE LIMITATIONS ON OUR LIABILITY. THE LIMITATIONS ON DAMAGES AND LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
Indemnification
You agree to indemnify us, our affiliates, employees, agents, representatives and contractors, and to defend and hold each of them harmless, from any and all claims and liabilities (including legal fees) which may arise from (i) your use of the Website and/or Service; (ii) your violation of these Terms, Privacy Policy or Acceptable Use Policy; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that your data, or your use of data, caused damage to a third party, including without limitation claims that your data, or use of data, infringe the rights of another.
Without limiting the generality of the foregoing, you agree to indemnify us from any and all claims brought or commenced by AWS, Amazon Web Services, Inc. or their successors or affiliates in anyway relating to your use of our Website and Service and/or our access to your AWS account.
Law of the Contract, Jurisdiction and Interpretation
This agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, as it is applied to agreements entered into and to be performed entirely within such province. Any action you bring to enforce this agreement or, in connection with any matters related to the Website and Service, shall be brought only in the courts of the Province of Ontario, Canada and you expressly consent to the jurisdiction of said courts.
Severability
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Where a provision in these Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as drafted, shall substitute.
Entire Agreement
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of Eleven41 Software Inc.
In addition to this agreement, there may also be terms that apply by third party payment processors, or contractors. You also agree to be bound by any and all terms incorporated by reference whether those terms are posted in separate documents, webpages and the like.
Class Actions
You waive your right to participate in any class action lawsuits (or arbitrations) against us, our contractors, employees, shareholders and directors. You further waive any right to a trial by jury, should such a right exist in relation to any legal dispute connected to or in anyway arising out of these Terms.
Termination and Suspension of your Account
Though we would much rather you stay, you can stop using our Website and Service at any time.
We reserve the right to terminate or suspend your account or access to our Website and Service at any time, with or without cause, and with or without notice. The suspension or termination of your access to our Website and Service (whether by us or you) shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms and any document incorporated by reference, shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions.
Amendments
As our Website and Service continue to evolve, we may at any time revise these Terms and post the updated Terms on the Website. As you are bound by these Terms each time you visit our Website or use our Service you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Website and Service after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Website and Service.
BY CLICKING "ACCEPT"
BY CLICKING ACCEPT, YOU AGREE, REPRESENT AND WARRANT THAT:
1. YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND AGREE TO BE BOUND BY THEM.
2. THERE ARE DISCLAIMERS, TERMS AND CONDITIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU ARE USING THE WEBSITE AND SERVICE AT YOUR OWN RISK.
3. WE MAY, IN OUR SOLE DISCRETION AND AT ANY TIME, MODIFY OR DISCONTINUE THE WEBSITE AND RELATED SERVICES, LIMIT, TERMINATE OR SUSPEND YOUR USE OF THE WEBSITE AND SERVICE OR MAKE CHANGES TO THESE TERMS AS OUR SERVICE EVOLVES.
4. YOU ARE THE AGE OF MAJORITY IN YOUR PROVINCE, STATE, TERRITORY OR COUNTRY AS THE CASE MAY BE AND HAVE THE LEGAL CAPACITY TO ENTER THIS AGREEMENT.
5. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU " AND "YOUR" WILL REFER AND APPLY TO YOU INDIVIDUALLY AND THAT BUSINESS.
IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.