TERMS OF SERVICE
Updated May 15, 2023
In consideration for permitting your access to our website, the delivery of https://www.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") form a legally binding agreement which govern your access to and use of https://www.skeddly.com/ (the "Website") and related online data automation and other services available in connection with the Website (the "Service"). The Website and Service are 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. By agreeing to the Terms, you are entering an agreement with us.
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 in the jurisdiction in which you reside, 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, you are not authorized to use the Website or Service.
Authority on Behalf of an Organization
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.
European General Data Protection Regulation
If you are a European based business, or you collect and provide us with, or provide us access to personal information for processing from individuals in, or citizens of, the European Union, you represent and warrant to us that your privacy practices comply with the European Union's General Data Protection Regulation.
Free Trial Account
We may 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.
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 https://www.skeddly.com/pricing/ (and related links on the Website) 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 or features by giving you at least 30 days' notice.
Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Service in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Service without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the Service, or your access to it.
You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email address registered on the Service (i) you are responsible for ensuring that your email address is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email address registered in connection with your account.
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 agree that we are, in respect of any instructions or actions taken by a person using your account or email address, entitled to assume that the person is you; the person whose personal information is registered or associated with the 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.
Access to your account is not transferable and is only intended for the individual or entity that pays the relevant fees and signed up for an account.
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 at https://help.skeddly.com/en/articles/782025-acceptable-use-policy and incorporated by reference in these Terms.
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 or in connection with Website or Service.
In order to assure our continued ownership of the Website and Service (and all components thereof) 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.
In the event applicable law does not permit you to transfer or assign your Feedback or User Posts to us, you agree to grant us, and shall grant us, upon request, an irrevocable, worldwide, exclusive and commercial license to the Feedback and User Posts, to permit us to use such Feedback and Users Posts for any purpose, including incorporating Feedback and User Posts into the Website and Service.
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 our Intellectual Property Rights and other legal protections (such as the grant of a license) in respect of 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.
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 THIRD-PARTY ACCOUNTS OR DATA THEREIN
TO ACCESS AND USE OUR SERVICE YOU MAY BE REQUIRED TO PROVIDE US WITH YOUR AMAZON WEB SERVICES (AWS), MICROSOFT AZURE AND/OR GOOGLE ACCOUNT LOGIN CREDENTIALS, API KEY OR SIMILAR CODE (COLLECTIVELY REFERRED TO AS “ACCESS KEYS”). IN PROVIDING YOUR ACCESS KEYS, YOU CONSENT TO ALLOWING US TO ACCESS YOUR CORRESPONDING ACCOUNT(S) AND INFORMATION FOR THE PURPOSE OF PROVIDING THE SERVICE TO YOU, FOR EXAMPLE, TO PUSH, PULL OR PROCESS DATA IN CONNECTION WITH THIRD PARTY SERVICES. YOU AGREE THAT ANY ACTIVITY ON YOUR CORRESPONDING AWS, MICROSOFT OR GOOGLE 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, MICROSOFT OR GOOGLE ACCOUNT(S), OR DATA STORED IN CONNECTION WITH SUCH ACCOUNTS.
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 REPRESENTATIONS AND GRANT NO WARRANTY THAT THE WEBSITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE WEBSITE OR SERVICE ARE ACCURATE, COMPLETE OR RELIABLE OR PRODUCE ACCURATE, COMPLETE OR RELIABLE RESULTS.
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 (INCLUDING BY NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO THE LOSS OF PROFITS, LOSS OF DATA OR THE INABILITY TO ACCESS OR USE THE SERVICE), REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
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 AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, CONTRACTORS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE PERSONS OR ENTITIES LIABLE FOR ANY DAMAGES, YOU AGREE THAT IN THE EVENT SUCH LIMITS ON LIABILITY ARE UNENFORCEABLE (IN WHOLE OR IN PART AND FOR ANY REASON) OR OTHERWISE DO NOT APPLY, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE USE OF (OR INABILITY TO USE) OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS OR THE SERVICE, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY) TO US FOR THE PRECEDING ONE MONTH PERIOD FROM THE DATE YOU FIRST RAISED YOUR CLAIM WITH US IN WRITING.
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 WEBSITE OR SERVICE WITHOUT THESE LIMITATIONS ON OUR LIABILITY. AS SUCH, THE LIMITATION OF OUR LIABILITY IS AN ESSENTIAL CONDITION OF THIS AGREEMENT.
Without limiting the generality of the foregoing, you agree to indemnify us from any and all claims brought or commenced by a third party (including but not limited to Amazon Web Services, Inc., Google LLC or Microsoft Corp or their successors or affiliates worldwide) in anyway relating to your use of our Website or Service and/or our access to your corresponding AWS, Google or Microsoft account(s).
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 or Service, shall be brought only in the courts of the Province of Ontario, Canada (including the provincial and federal courts therein as applicable) and you expressly consent to the jurisdiction of said courts.
If any provision of these Terms, or any part thereof, shall be unlawful, void, or for any reason unenforceable, then that provision, or the relevant part thereof, shall be deemed severable from these Terms. The severed provision, or the relevant part thereof 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 where feasible.
This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) in writing, signed by a duly authorized representative of Eleven41 Software Inc.; or (ii) upon our amendment of these Terms in accordance with the ‘Amendments’ section below.
You also agree to be bound by any and all terms and conditions incorporated by reference whether those terms and conditions are posted in separate documents, webpages or otherwise.
Class Actions and Trial by Jury
To the extent permitted by applicable law, 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 any way 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.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
No Interpretation Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms or the terms of any document incorporated by reference, they 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.
In respect of any provision of these Terms which obligate you to waive rights in favour of, limit the liability of, hold harmless or indemnify any person or entity who is not a party to these Terms (such as our directors, officers, shareholders, employees and others), you agree that such waivers, covenants and obligations are accepted by us as agent and trustee for each such third-party. We declare ourselves as trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by us on behalf of any such third party.
Assignment of this Agreement
You are not permitted to assign this agreement without our express written permission. However, these Terms shall enure to the benefit of and is binding upon your successors and permitted assigns.
You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Website and Service by a third party, the transfer of control of Eleven41 Software Inc. or otherwise.
Any notice required or permitted to be sent to you under these Terms shall be sufficiently sent, and deemed to have been delivered to you if it is sent (i) to one or more email addresses associated with your account; or (ii) displayed electronically within your account on the Service. You may update the email address(es) associated with your account on the Service.
As our Website and Service continue to evolve, we may at any time revise these Terms and post the updated Terms on the Website. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the Website or 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 or Service after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Website and Service and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account or on the Website.
BY CLICKING "ACCEPT"
BY CLICKING ACCEPT, YOU AGREE, REPRESENT AND WARRANT THAT:
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.
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.
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.
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 SERVICE.