Last updated: November 17th, 2020.
Welcome to Skio.
These Terms of Service govern your access to and use of the Skio
subscription services, on a paid or free trial basis. By placing an
order, clicking to accept these Terms of Service, or using or
accessing the Services (as defined below), you are agreeing to these
terms. All terms used in these Terms of Service have the meanings
set forth below and in Section 17 (Definitions):
- We’ll refer to the Skio software-as-a-service product(s)
accessed through the Skio application (available at the Skio
website (https://skio.com or another designated URL and
related domains) or select third party platforms) as the “Skio
Platform,” and all the services we provide, individually and
collectively, in connection with the Skio Platform, as the
- We’ll refer to Jika Inc. as “we,” “us,” or “Skio.”
- We’ll refer to you, an entity purchasing the Services for use by individuals you designate, or an individual authorized by the entity to access the Services on its behalf, as “you,” “Customer” (with respect to an entity), or “Authorized User.”
- In this Agreement, the words “include” and “including” will not be construed as terms of limitation.
The Agreement is a legally binding contract between you and Jika Inc. To access the Skio Platform, you must be able to enter
into a legally binding contract, and represent that you are at least
18 years old or, if a business, duly organized and legally in good
1. TRANSLATIONS AND UPDATES TO THE AGREEMENT
We may translate this Agreement into other languages for your convenience. Nevertheless, the English version governs your relationship with us, and any inconsistencies among the different versions will be resolved in favor of the English version available here. We may also update the Agreement from time to time. If we materially update any portion of the Agreement, we will notify you, at the email address provided in your Account profile, or other reasonable means (for example, by posting a notice on our website) before the date the update becomes effective. We will also post the updated Agreement in its original location marked with the new date. Changes will not be retroactive nor affect your current Subscription Term. Your renewal of your Subscription Term after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.
A. Your Right to Use the Services
During the Subscription Term, we grant you a limited, non-exclusive,
revocable, non-sublicensable, non-transferable license to use and
access the Services described in the applicable Order Form, pursuant
to terms of this Subscription Agreement and the relevant Order Form.
Your use of the Services includes the right to access all
functionality available in the purchased Services in accordance with
the package(s) (and any applicable usage limitations) chosen on the
Order Form, as of the effective date of such Order Form. The
Services may require installation of Skio Code on Customer
Properties. In these cases, subject to the same conditions above,
the rights granted in this Section further include the right to
install and use the relevant Skio Code on the Customer
B. Your Services Account
If you registering an Account as an administrator of the Services on behalf of a business, organization or other legal entity, (a) you represent and warrant that you have the authority to legally bind that entity and to grant us all permissions and licenses provided in this Agreement; (b) the words “you” and “your” used in this Agreement mean the entity registering the Account, in addition to you, an individual Authorized User; (c) you are responsible for administering Customer’s access to the Services by adding and removing Authorized Users at the Company’s direction; and (d) you shall not allow access to or use of the Services by anyone other than Authorized Users.
Authorized Users agree to: (i) not share your Account or transfer any part of it to anyone else; (ii) provide accurate, current and complete information during the registration process and keep your Account up-to-date; and (iii) keep your password secure and confidential. We reserve the right to refuse registration of, or cancel passwords that we deem inappropriate. You agree to notify us immediately of any unauthorized use of your Account and are responsible for anything that happens through your Account prior to closing it or reporting misuse to us. Customer is responsible for Authorized Users’ compliance with this Agreement, including for ensuring that Authorized Users maintain the confidentiality of their passwords and user names.
You consent to our using the email address you provide in your Account to send you Services-related notices, including any notices required by law, in lieu of communication by other means such as postal mail. We may also use your email address to send you other messages, such as changes to Services features, special offers, or Services-related newsletters. If you do not want to receive such email messages, you may unsubscribe as directed in the applicable communication. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
C. Usage Limitations
You may only use the Services on one Customer Property per subscription, unless otherwise specified in your Order Form. The Services may be subject to additional limitations, such as, for example, numerical limits on Visitors or Authorized Users specific to the type of subscription you purchase. We will specify these limitations in the Order Form for the applicable subscription package. If we make modifications to these limits that would negatively impact you, these modifications will not apply to you until the start of your next Subscription Term, if any.
D. Services Updates
Your use of the Services includes the right to access all functionality available in the product to which you subscribed in the Order Form, on the effective date of such Order Form. We may enhance and modify the $Skio Platform and introduce new Services from time to time but will provide you with notice unless such changes are of minor nature with no material effect on our contractual obligations. Except with respect to Trials (as defined in Section 3(C) below), we will not make changes to the Services that materially reduce the functionality you purchased for the applicable Subscription Term. To the extent we make available any new or different features, functionality or enhancements to the Services, we will market these separately and may require the payment of additional fees. Documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term we may update the Documentation to reflect best practice with the relevant Services, provided that these changes do not substantially diminish your rights or create substantial Customer obligations. You agree that we shall not be liable to you or any third party for any modification of the Services in keeping with this section.
E. Third-Party Services and Platforms
do not apply to your use of such Third Party Services. You agree to
not take any action that would cause Skio, the Services or
Code to become subject to any third-party terms (including open
source license terms). If you receive any take down requests or
infringement notices related to Customer Data or your use of Third
Party Services, you must promptly: (a) stop using the related item
with the Services; and (b) notify Skio. If Skio
receives any take down requests or infringement notices related to
Customer Data or your use of Third Party Services, we may respond in
accordance with our policies, and will notify and consult with you
on next steps.
3. FEES AND PAYMENT TERMS
A. Subscription Fees
Unless otherwise provided in your Order Form, all Subscription Fees are payable by credit card or other payment method permitted by us from time to time, and you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term, at the start of the applicable billing period specified in your Order Form (i.e., monthly or annually). You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Except as otherwise specified in the applicable Order Form, Subscription Fees for the Subscription Term are non-refundable, including in the event of a suspension or termination pursuant to Section 12.B. (Termination and Suspension) below. In the event your usage increases over the limitations set forth in your Order Form, we reserve the right to charge or invoice you for the subscription package pertaining for your usage, on a prorated basis and less Subscription Fees you have already paid for the Subscription Term, commencing on the first day of the month of the Subscription Term in which the usage exceeded the applicable limit.
B. Payment Terms
Except as otherwise set forth in the applicable Order Form, you
agree to pay any invoiced amounts within thirty (30) calendar days
of the invoice date. We reserve the right to charge interest on late
payments at the rate of 1.5% per month or 18% per annum, calculated
on a monthly basis on the outstanding balance, or the maximum rate
permitted by law, whichever is lower, from the date such payment was
due until the date paid. If any payment is thirty (30) or more days
overdue, we may, without limiting our other rights and remedies,
suspend your access to the Services until such amounts are paid in
full. All amounts payable under this Agreement will be made without
setoff or counterclaim. Payments are non-refundable and
non-creditable and payment obligations non-cancellable. You are
responsible for all applicable sales, use, VAT, GST, excise,
withholding, or similar taxes or levies, whether domestic or
foreign, other than taxes (“Taxes”) imposed on the transaction or
the delivery of Services, except Taxes based on our net income. If
you are paying by credit card, you authorize Skio to charge
Subscription Fees or other amounts due automatically to your credit
card without invoice.
C. Free Trial Services
We will make Services to which you have subscribed on a free trial basis (a “Trial”) available to you until the earlier of: (a) the end of the then-current Trial period offered by us, (b) the start date of any paid Services you order, or (c) the date on which we elect in our sole discretion to terminate your access to the Trial (the “Trial Term”). You acknowledge and agree that the features and functionality of the Services may be limited during the Trial Term. In addition, any changes made to Customer Data (by you or for you) during the Trial Term may be permanently lost unless you purchase a subscription to the same or upgraded Services to those covered during the Trial Term. We reserve the right to delete Customer Data following the Trial Term to the extent you do not purchase a paid subscription within seven (7) days following the end of the Trial Term. NOTWITHSTANDING ANYTHING TO THE CONTRARY THIS AGREEMENT. WE DO NOT PROVIDE ANY WARRANTY, SUPPORT OR INDEMNIFICATION OF ANY KIND WITH RESPECT TO THE SERVICES DURING THE TRIAL TERM.
4. CUSTOMER DATA
A. License to your Customer Data
By using the Services, you grant us, our Affiliates, and our Third
Party Services providers a limited, non-exclusive, royalty-free,
worldwide, sublicenseable license to use, copy, store, transmit,
modify, and create derivative works of the Customer Data solely to
the extent necessary to (i) provide the Services to you, subject to
the terms of this Agreement, including our confidentiality
obligations, and as set out in Section 4(B) below (Skio
Data); and (ii) enforce our rights under the Agreement. You are
responsible for obtaining and providing relevant account information
and passwords for any Third Party Services from which the Services
collect your account information or data. We will use commercially
reasonable administrative, physical, and technical safeguards to
secure Customer Data from accidental loss and from unauthorized
access, use, alteration or disclosure. However, given the risks
inherent with the internet, we are not responsible or liable for
failure to store Customer Data or other materials you may transmit
through the Services, except to the extent required by Applicable
. We recommend that you take measures to preserve copies of Customer
Data. Notwithstanding the foregoing, you agree that Skio
may collect, analyze, use and disclose data derived from Customer
Data in de-identified form, in which all Personal Information
(defined below), including direct and indirect identifiers, have
been permanently removed or obscured so the remaining information
may not reasonably identify or be linked to an individual
(“De-Identified Data”), for any purpose permitted under Applicable
Law, including, without limitation, (a) to compile statistical and
performance information and analytics related to the provision and
operation of the Services; (b) to enhance and improve the Services;
(c) to develop and train Skio’s artificial intelligence and
machine learning capabilities; and (d) to conduct internal research,
development, and marketing.
B. Skio Data
You agree that we will have the right to monitor use of the Services
by all of our customers and use the data gathered in an aggregate
and anonymous manner, which we may use for any business purpose
during or after the term of this Agreement (including to develop and
improve our products and services, to compile statistical and
performance information related to the provision and operation of
the Services or to support benchmarking or similar features of the
Services). You agree that we may use and publish the Skio
Data, provided that such information does not incorporate any
Customer Data or identify you, Authorized Users or Visitors, and is
stripped of all persistent identifiers (such as device identifiers,
IP addresses, and cookie IDs). We retain all intellectual property
rights in the Skio Data.
C. Your Responsibility for Customer Data
By using the Services, including any products or services that
facilitate the sharing of Customer Data to or from Third Party
Services, you understand that you are solely responsible for
Customer Data. As between Skio and you, you are solely
responsible for the accuracy, quality, integrity, and reliability of
all Customer Data, and you assume all risks associated with the
Customer Data, including anyone’s reliance on its quality, accuracy,
or reliability. You represent and warrant that you or your
Authorized Users own or have the necessary permissions to use, and
authorize the use of, the Customer Data as described herein.
D. Our Right to Remove Customer Data
We have the absolute right to remove or disable access to any
Customer Data on the Skio Platform as needed to (a)
operate, secure and improve the Services (including without
limitation for fraud prevention, risk assessment, investigation and
customer support purposes); (b) ensure Authorized Users’ compliance
with the Agreement (or any Skio policy), Applicable Law, or
an order or requirement of a court, law enforcement or other
administrative agency or governmental body; or (c) as otherwise set
forth in this Agreement. If we become aware of any Customer Data
that allegedly violates this Agreement, we may investigate the
allegation and determine in our sole discretion whether to act, but
have no liability or responsibility to you to do so. You agree to
cooperate with us in good faith, as we may reasonably request, in
any investigation we choose to undertake.
5. ACCEPTABLE USE OF THE SERVICES
A. Prohibited Activities
You shall not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use, including:
- accessing any content available through the Services through any
technology or means other than those authorized by us on the Skio Platform, such as by robot, spider, scraper or
other automated means or manual process, for any purpose not
authorized in the Agreement;
- interfering with or compromise the system integrity or security
or decipher any transmissions to or from the servers running the
Skio Platform, or otherwise causing harm to the Skio Platform, such as configuring the Services (or any
component thereof) to avoid incurring fees;
- attempting to gain unauthorized access to Accounts; removing,
circumventing, disabling, damaging or otherwise interfering with
security or other preventive features of the Skio Platform;
- using the Services to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
- taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- exporting, re-exporting, importing, or transferring any part of the Services except as authorized by United States law, the export control laws of your jurisdiction, and any other Applicable Laws;
- commercially exploiting the Services or making the Services available to any third party, other than to Authorized Users or as otherwise contemplated by this Agreement, or accessing the Services for the purpose of building a similar or competitive product;
- copying, translating, creating a derivative work of, reverse
engineering, reverse assembling, disassembling, or decompiling
the Services or Skio Technology;
- distribute any portion of the Services other than the Skio Code installed in Customer Properties as
specifically permitted above;
- use the Services for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without our prior written consent;
- remove or obscure any proprietary or other notices contained in the Services, including in any Reports or output obtained from the Services;
- or partaking in any activity that, in our sole judgment, restricts or inhibits any other person from using or enjoying any aspect of the Services or exposes or may expose any users of the Services to harm or liability of any sort.
B. Prohibited Content
Customer shall not transmit, store, display, distribute or otherwise make available any Customer Data or other Content through the Services that:
- is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; is defamatory, libelous, harassing, abusive, obscene, sexually explicit, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against, or is inappropriate towards any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
- promotes illegal or harmful activities or substances;
- you do not have the permission from the content owner or individuals appearing in the content to post, free of charge;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort; contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- creates a risk of any other loss or damage to any person or property;
- or violates any other Skio policy.
. Personal Information means any information relating to an identified individual, or to an individual who can be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the effective date of this Agreement (“CCPA”). Without limiting the foregoing, Personal Information does not include De-Identified Data (defined above).
Customer Properties and provide all required disclosures to Visitors
with regards to the processing of their Personal Information for the
Services; (b) obtain all necessary rights, releases, and consents to
allow Customer Data to be collected, used, and disclosed in the
manner contemplated by this Agreement and to grant Skio the
rights set out in this Agreement; and (c) use commercially
reasonable efforts to ensure that a Visitor is provided with clear
and comprehensive information about, and consents to, the storing
and accessing of cookies or other information on the Visitor’s
device where such activity occurs in connection with the Services
and where providing such information and obtaining such consent is
required by law. Each of us agrees (i) to comply with our own
Information included in the Customer Data, including with respect to
our communications to persons or entities identified in the Customer
Data; (ii) to reasonably cooperate with the other, at each of our
own expense, to ensure compliance, such as by providing each other
information relating to our collection, use, and disclosure of
personal information for or on behalf of the other party, and
deleting consumer Personal Information within ten (10) days of
receipt of a deletion request from the other party; and (iii) except
as required for Account registration and payment, to not submit, or
cause to be submitted, any Customer Data that includes a social
security number, passport number, driver’s license number, or
similar identifier, credit card or debit card number, employment,
financial or health information, personal information relating to a
resident of the European Economic Area or personal information
relating to an individual under sixteen (16) years of age, or any
other information which may be subject to additional protections
under applicable laws or regulations including, but not limited to,
the Gramm-Leach-Bliley Act (GLBA) or the Health Insurance
Portability and Accountability Act (HIPAA), the Children’s Online
Privacy Protection Act (COPPA), or which could give rise to
notification obligations under data breach notification laws,
without the other party’s prior written approval.
Skio and you agree to maintain the confidentiality of all
Confidential Information disclosed to one another under this
Agreement, and to only use the Confidential Information as
specifically permitted by the terms and conditions of this
Agreement. “Confidential Information” is information, in whatever
form, not generally known or readily available to the public, and
proprietary and confidential to the disclosing party, including,
with respect to Skio, the Skio Data and all
non-public features of the Skio Platform and Services; with
respect to Customer, Customer Data; and with respect to both
parties, the terms and conditions of each Order Form. Confidential
Information does not include any information that was previously
known to the receiving party. Notwithstanding the foregoing, we
reserve the right at all times to disclose any information as
necessary to satisfy any Applicable Law, legal process or
governmental request. You agree not to publicly disseminate
information regarding the performance of the Services (which is
deemed Skio’s Confidential Information).
A. What We Own
This is a subscription agreement for access to and use of the
Services. You acknowledge that you are obtaining only a limited
right to use the Services and that irrespective of any use of the
words “purchase”, “sale” or similar terms, no ownership rights are
transferred to you under this Agreement. Other than the Skio Code, the Services are offered as an online, hosted
product. As between you and Skio, you acknowledge and agree
that we (or our licensors) own the Services (including the Skio Technology) and the copyrights, trademarks, service
marks, trade names, trade secrets, and other intellectual and
proprietary rights throughout the world associated with Skio, Skio, and the Services (with the exception of
Customer Data), which are protected by copyright, trade dress,
patent, trademark, and trade secret laws and all other applicable
intellectual and proprietary rights and laws. Except as expressly
provided in this Agreement, we do not grant you any express or
implied rights in the Services.
B. What You Own
As between Skio and you, Skio acknowledges and
agrees that you own the Customer Data, Customer Properties, and all
content contained within them (excluding any Skio
Technology) and your copyrights, trademarks, service marks, trade
names, trade secrets, and other intellectual and proprietary rights
with respect to your products and services. You grant to Skio and our third party providers (including Third Party
Services), under all of your applicable intellectual property
rights, a worldwide, non-exclusive, royalty-free, non-transferable,
sublicensable license to use, reproduce, distribute, modify, perform
and display the Customer Data solely in conjunction with the
provision of the Services under this Agreement. We agree not to
disclose, disseminate, or make available Customer Data to third
parties other than as needed to perform the Services or as otherwise
provided in this Agreement. Additionally, you grant us the right and
license to use your trade names, trademarks, service marks, trade
dress, logos and other rights in indicia to identify you as a Skio customer.
C. Suggestions and Feedback
We welcome and encourage suggestions for improvements and other
feedback related to the Skio Platform (“Feedback”). You may submit
Feedback by emailing us, through the “Contact” section of the Skio
Platform, to firstname.lastname@example.org or by other means of communication. Any
Feedback you submit to us will be considered non-confidential and
non-proprietary to you. By submitting Feedback to us, you grant us
an irrevocable, non-exclusive, royalty-free, perpetual, worldwide,
assignable, sublicensable, transferable license to use, modify,
prepare derivative works of, publish, distribute and sublicense the
Feedback, and you irrevocably waive, and cause to be waived, against
us or our users any claims and assertions of any moral rights
contained in such Feedback.
D. Skio Data
We may monitor use of the Services by all of our customers and use
the data gathered in an aggregate and anonymous manner, including to
compile statistical and performance information related to the
provision and operation of the Services or to support benchmarking
or similar features of the Services. You agree that we may use and
publish the Skio Data, provided that such information does
not incorporate any Customer Data or identify you. We retain all
intellectual property rights in the Skio Data.
THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
NEITHER Skio NOR OUR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. Skio MAKES NO REPRESENTATION,
WARRANTY OR GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR
PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY,
UNINTERRUPTED OR ERROR-FREE. Skio DOES NOT GUARANTEE THAT
SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR
LIABLE FOR UNAUTHORIZED ACCESS BEYOND OUR REASONABLE CONTROL. Skio WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY
CUSTOMER PROPERTIES OR THIRD-PARTY SERVICES (INCLUDING FOR ANY
DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND
OTHER PROBLEMS CAUSED BY THESE ITEMS OR TO THESE ITEMS BY THE
SERVICES), FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA
AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR
NOT TAKEN) BY CUSTOMER BASED UPON THE SERVICES (INCLUDING CHANGES TO
CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT. YOU MAY HAVE OTHER
STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER
APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND
MAXIMUM EXTENT PERMITTED BY LAW.
To the maximum extent permitted by applicable law, you will
indemnify, hold harmless and defend Skio and our
Affiliates, at your expense, from any and all third-party claims,
actions, proceedings, and suits brought against Skio or any
of our Affiliates, officers, directors, employees, or agents, and
all related liabilities, damages, settlements, penalties, fines,
costs or expenses (including, reasonable attorneys' fees and other
litigation expenses) incurred by Skio or any of its
officers, directors, employees, agents or affiliates, arising out of
or relating to (a) your breach of any term or condition of this
Agreement; (b) your access to and use of the Services or Third Party
Services; (c) any other party’s access and use of the Services with
your unique username, password or other appropriate security code;
or (d) any claims made by or on behalf of any third party pertaining
directly or indirectly to your use of the Services or Reports, or
your use, and disclosure of Customer Data in violation of any
third-party rights (including intellectual property, privacy and
publicity rights). We will provide you with written notice of any
claim, suit or action from which you must indemnify us. You will
cooperate as fully as reasonably required in the defense of any
claim. We reserves the right, at our own expense, to assume the
exclusive defense and control of any matter subject to
indemnification by you.
11. LIMITATION OF LIABILITY
Skio’S (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS AND
EMPLOYEES) MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES
THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT IS
LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO Skio IN CONNECTION WITH THE SUBSCRIPTION TERM IN WHICH THE
ACTION GIVING RISE TO LIABILITY OCCURRED, OR (B) $100. TO THE EXTENT
PERMITTED UNDER LAW, Skio SHALL NOT BE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS
OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO
PLATFORM OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Skio AND YOU.
12. TERM AND TERMINATION
A. Subscription Term and Renewal
By executing an Order Form for purchase of Services, you are
agreeing to pay applicable fees for the entire Subscription Term.
You cannot cancel or terminate a Subscription Term except as
expressly permitted by Section 12(B) (Termination and Suspension).
If no subscription start date is specified on the applicable Order
Form, the subscription starts when you first obtain access to the
Services. Each Subscription Term will automatically renew for
additional successive twelve-month periods unless: (i) otherwise
stated on the applicable Order Form; or (ii) either party gives
written notice of non-renewal at least thirty (30) days before the
end of the then-current Subscription Term. Pricing for any
Subscription Term renewal, new Order Form, or Order Form changes
will be at Skio’s then-applicable rates. This Agreement is
effective until all Subscription Terms for the Services(s) have
expired or are terminated as expressly permitted in this Agreement.
B. Termination and Suspension
Either party may terminate this Agreement, including any related
Order Form, if the other party: (a) fails to cure any material
breach of this Agreement (including a failure to pay undisputed
fees) within thirty (30) days after written notice detailing the
breach; (b) ceases operation without a successor; or (c) if
permitted by applicable law, seeks protection under any bankruptcy,
receivership, trust deed, creditors’ arrangement, composition, or
comparable proceeding, or if any of these proceedings are instituted
against that party (and not dismissed within sixty (60) days
thereafter). In addition, we may suspend or immediately terminate
this Agreement with respect to a Customer or an Authorized User, and
any related Order Forms, immediately in the event of a breach of
Sections 5 (Acceptable Use of the Services) or 6 (Privacy), if your
account is overdue; if you have exceeded your usage limits, or for
repeated violations of this Agreement. We will have no liability for
taking action as permitted above. For the avoidance of doubt, you
will remain responsible for payment of fees during any suspension
period under this Section 12(B). However, unless this Agreement has
been terminated, we will cooperate with you to promptly restore
access to the Services once we verify that you have resolved the
condition requiring suspension.
C. Effect of Termination.
Upon any expiration or termination of this Agreement or an Order
Form: (a) your license rights terminate and you must promptly: (i)
stop use of the Services(s); (ii) stop distributing any Skio Code installed on your Customer Properties; and (iii)
delete (or, at our request, return) any and all copies of the Skio Code, any Documentation, passwords or access codes, and
any other Skio
Confidential Information in your possession, custody, or control;
and (b) your right to access any Customer Data and Reports in the
applicable Services will cease and Skio may delete the
Customer Data and Reports at any time after thirty (30) days from
the date of termination. If we terminate this Agreement for cause as
provided in Section 12(B) (Termination and Suspension), any payments
for the remaining portion of the Subscription Term will become due
and must be paid immediately by you. Except where this Agreement
specifies an exclusive remedy, all remedies under this Agreement,
including termination or suspension, are cumulative and not
exclusive of any other rights or remedies that may be available to a
party. In the event that we permanently suspend your Account, during
a Subscription Term pursuant to Section 12(B) (Termination or
Suspension) above, you are not entitled to a restoration of your
Account or any of your Customer Data. If we have suspended your
individual Authorized User Account, you may not register a new
Account or access and use the Services through an Account of another
user. All sections of this Agreement which by their nature should
survive termination will survive termination, including accrued
rights to payment, confidentiality obligations, indemnification,
warranty disclaimers, and limitations of liability.
13. CHOICE OF LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State California without regard to conflicts of law principles. You agree to exclusive jurisdiction of the federal and state courts located in the City and County of San Francisco, CA, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
14. COMPLIANCE WITH LAWS
Skio and you recognize that this Agreement is subject to,
and intended to comply with, Applicable Law, and agree that the
Services addressed in this Agreement do not exceed those which are
reasonably necessary to accomplish the commercially reasonable
business purposes of this Agreement.
15. GENERAL TERMS
This Agreement (including each Order Form) contains the entire
understanding between Skio and you relating to the subject
matter herein and supersedes all prior oral or written agreements
between us. us. We reject any additional or different terms proposed
by you, those contained in your purchase order, acceptance or
website. In the event of a conflict between the terms of these Terms
of Service and an Order Form, the terms of the Order Form shall
control, but only as to that Order Form. You may not assign or
transfer your rights and benefits under this Agreement without our
prior written consent, but we may assign or transfer this Agreement
without restriction. Except as set forth in this Agreement, nothing
in this Agreement shall be deemed to confer any rights or benefits
on any third party. No waiver, amendment, modification or addition
to this Agreement shall be valid unless in writing and signed by
both you and us. In the event any provision of this Agreement is
determined to be invalid by a court of competent jurisdiction, such
determination shall in no way affect the validity or enforceability
of any other provision herein. To the extent allowed by Applicable
Law, you agree that you will bring any claim or cause of action
arising from or relating to your access or use of the Services
within two (2) years from the date on which such claim or action
arose or accrued or such claim or cause of action will be
irrevocably waived. Skio and Customer are independent
contractors, and this Agreement does not create a partnership, joint
venture, employment or agency relationship between the Skio
and Customer or any Authorized User. This is a non-exclusive
16. INFORMATION OR COMPLAINTS
If you have a question or complaint regarding the Services, please
send an e-mail to email@example.com. You may also contact us by calling
us at undefined. Please note that e-mail communications will
not necessarily be secure; accordingly you should not include credit
card information or other sensitive information in your e-mail
correspondence with us. California residents may reach the Complaint
Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs by mail at 1625 North
Market Blvd., Sacramento, CA 95834, or by telephone at (916)
445-1254 or (800) 952-5210.
“Account” means an account you must register with Skio on
Platform prior to accessing the Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means these Terms of Service, Order Forms, and any other documents or policies referenced or incorporated therein.
“Applicable Law” means all applicable local, state, federal, and international laws, rules, and regulations.
“Authorized User” means an employee, representative, consultant, contractor (such as media agencies or marketing consultants) or other agent of Company who is authorized to access and use the Services for Customer’s benefit through the individual’s unique registered Account.
“Customer” means a business, organization, or other legal entity identified in the applicable invoice, online subscription process, and/or Order Form responsible for purchasing and administering access to the Services on behalf of the entity.
“Customer Content” means text, images, videos or other content for the Customer Property that Customer selects for use with the Services.
“Customer Data” means the data, information and content provided by you to us, including through Third Party Services providers, to enable provision of the Services, including (i) Customer Content; (ii) Submitted Data; and (iii) Visitor Data.
“Customer Property or Properties” means any a web page located at
single domain/URL and its subdomains under your control that sends
data to the Skio Platform. Unless otherwise specified in an
Order Form, you may only use the Services on one Customer Property.
“Documentation” means any user instructions and help files that we make available to you as part of the Services, as may be updated from time to time by us.
“Feedback” means suggestions for improvements and other feedback
related to the Skio Platform.
“Skio Code” means the code developed and provided by Skio for use in connection with the Services. Skio
Code may include the Skio
application, server-side software (e.g., to analyze the Visitor Data
and generates Reports), code installed on a Customer Property for
the purpose of collecting Visitor Data, together with any fixes,
updates and upgrades provided to you.
“Skio Data” means statistical and use data collected by us
pertaining to use of the Services.
“Skio Platform” means the Skio
software-as-a-service product(s) accessed through the Skio
“Skio Technology” means any and all Documentation, Skio Code, Skio
Data and other technology, code, know-how, logos and templates
(including in any Reports or output obtained from the Services)
underlying the Services, and anything delivered as part of support
or other services, and any updates, modifications or derivative
works of any of the foregoing, including as may incorporate any
“Order Form” means any Skio ordering documentation or
online sign-up or subscription flow for the Services that references
these Terms of Service. Unless specifically provided otherwise in
the Order Form, Order Forms will be deemed to incorporate the terms
of this Agreement.
"Report" means analyses generated through the Skio Platform
specific to pricing tests performed through the Services.
“Services” mean the services, individually and collectively, that we
provide in connection with your subscription to the Skio
Platform, such as web-based analytics, system management and
monitoring tools, Documentation, Reports, and associated
“Services” include all Skio Technology and any support and
maintenance services provided.
“Subscription Fee” means the amount you pay for the Services.
“Subscription Term” means the initial term for the subscription to the applicable Services, as specified on your Order Form(s), and each subsequent renewal term (if any).
“Submitted Data” means data uploaded, inputted or otherwise submitted by Customer to the Services, including content, data or other materials that you provide to the Services from your third-party data providers or Third Party Services.
“Third Party Service(s)” means services delivered or performed by
third parties related to the Services, or other online, web-based
services, e-commerce platforms or other business application
subscription services, that interoperate with or are used in
connection with the Services, and any other products not developed
“Visitor” means any end user of a Customer Property.
“Visitor Data” means the data and information concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the Services.
“We,” “us,” “our” and “Skio” refer to Jika Inc.
“You” or “your” refers to Customer or an Authorized User, as applicable.
If you have any questions about this Agreement, please email us at