Last Updated: May 12, 2014
These Sponsorship Program Terms of Service (the “Terms”) govern your participation in the Sponsorship Program (the “Service”) described in Exhibit A accessible here and made available by Skive it, Inc. (“Company,” “we” and “us”).
By participating in the Sponsorship Program, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept this agreement and may not use the Service.
Additional Terms of Service (the “ Additional Terms”) apply to the use of the app and/or online functionality made available by Company, which enables you to receive on your mobile device, personal computer and/or smart television recommendations of establishments tailored to user preferences, along with the ability to ascertain, or to help others ascertain, the general “vibe” of recommended establishments through shared user generated media and content (the “Additional Service”). These Additional Terms of Service are available here)
If you are using the application version of the Additional Service, you will be asked to check the “I Accept” box to agree to these Terms. Such action or your use of the Additional Service indicates that you accept these Additional Terms. If you do not accept these Additional Terms, please do not use the Additional Service.
In addition, some services offered through the Service may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
We reserve the right to modify these Terms prospectively at any time. We will post any changes to these Terms on our website, and will indicate the date the Terms were last revised. Your continued use of the Service after any such change constitutes your acceptance of the updated Terms.
We reserve the right to change, suspend, or discontinue the Service at any time for any reason. The Company may also impose limits on certain features and services of the Service without notice or liability.1. Eligibility.
The Service is intended mainly for businesses. Participation by individuals (For example bloggers, artist, videographers, etc.) are solely at the discretion of the Company. Individuals should be at least 18 years of age or older. Any registration by, use of or access to the Service by anyone under 18 is unauthorized, and in violation of these Terms. By using the Service, you represent and warrant that you are 18 or older.
In addition to the fees mentioned in Exhibit A for using the Service, you are responsible for any third-party fees that you may incur when accessing the Service, including Internet connection fees. We may, in the future, change fees for use of the Service, in which case you will be notified in advance of such change.2. Registration.
However, if you want to use all features of the Service, you are required to register and set up a profile on the Service (your “Profile”). If you don’t register, we will not be able to feature your content based on the service level you selected from the Service
You agree to provide us with true, accurate and complete information about yourself as requested in our registration process. You also agree to update the information on your Profile promptly as necessary to keep it current and accurate.
The Company reserves the right in its sole discretion to refuse or cancel your registration. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Service. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.3. Fees and Payments.
You will pay all charges incurred in connection with the Service, in immediately available funds or as otherwise approved by the Company, within a commercially reasonable time period specified by the Company. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Company incurs in collecting late payments. Charges are solely based on fees mentioned in Exhibit A for using the Service. Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Company may, in its sole discretion, extend, revise or revoke credit at any time. Company is not obligated to deliver any Service in excess of any credit limit. If Company does not deliver Service, then your sole remedy is to make a claim for Service credits within 60 days after the invoice date ( the “Claim Period”), after which Company will issue the credits following claim validation which must be used by you within 180 days of issuance of the credits (the “Use By Date”). TO THE FULLEST EXTENT PERMITTED BY LAW, (A) YOU WAIVE ALL CLAIMS RELATING TO ANY SERVICE CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF SERVICE CREDITS (IF ANY) IS AT COMPANY’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.
IF YOU PROVIDE US WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, YOU AUTHORIZE US TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE YOU ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. YOU REPRESENT THAT YOU ARE AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO PURCHASE THE COMPANY (SKIVE IT, INC) SERVICE. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING
There are no fees for Service cancellation. Donations and fees provided by you are non-refundable once payment is processed by us. You can cancel the Service any time before placement of the recognition icons and graphics, but if you cancel the Service after a commitment date for Service delivery (the “Commitment Date”) provided by us, then the recognition icons and graphics as part of the Service may still be published. Cancelled Service will generally cease serving within 5 business days. Customer must elect cancellation of Service (i) online through your account if the functionality is available, (ii) if this functionality is not available, with notice to us via email to your account representative or (iii) if you does not have an account representative, with notice to us via email to firstname.lastname@example.org (collectively, the “Service Cancellation Process”).
If a Purchase Order is submitted, it will expire at the end of the Commitment Period unless (i) otherwise terminated earlier under these Terms or (ii) the Purchase Order contains a renewal period that automatically extends the term of the Purchase Order beyond the Commitment Period (collectively the “PO Term”). You must provide written notice (an email to your assigned Company account representative is permissible) to terminate a Purchase Order on or before the 15th day of the month in order for the Purchase Order to terminate at the end of that month. If you provide written notice after the 15th day of the month, then the Purchase Order will terminate at the end of the following month. Unless otherwise terminated as provided under the Terms, the Terms will automatically expire three (3) months after the termination or expiration of the last surviving Purchase Order.
We may terminate any Purchase Order or the Service at any time for any or no reason without liability, effective immediately, by providing written notice to you. The written notice will be send to the email you provide during the Service registration.5. Intellectual Property in the Service.
Subject to the terms and conditions of these Terms, the Service, including all text, graphics, photos, videos, information, applications, software, sounds and any other content available through the Service, and their selection and arrangement in the Service, are the intellectual property of Company or our licensors, with all rights reserved.
Subject to the terms and conditions of these Terms, Company grants you a non-exclusive, revocable, limited license to access and use the Service solely for the purposes set forth in these Terms. Any use of the Service other than as specifically authorized in these Terms, without the prior written permission of Company, is strictly prohibited and will automatically terminate the foregoing license granted to you. Also, this license will terminate upon any termination of the Terms or upon any suspension, termination or cancellation of your access to the Service.
You agree not to do any of the following:
You represent, warrant and agree that all video and other content of any kind that is uploaded through your Profile or that you otherwise make available through the Service will not violate or infringe upon the rights of any third party, including any copyright, trademark, privacy, publicity or other intellectual property, personal or proprietary right.
You agree not to upload or otherwise make available through the Service any of the following:
You also agree not to do any of the following:
You understand and agree that you are solely responsible for all content, including all text, photos, videos and information, which you upload or otherwise make available through the Service (collectively, your “User Content”). You hereby represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use all copyright, trademark, trade secret and other intellectual property rights in and to any and all of your User Content to enable inclusion and use of such User Content in the manner contemplated by the Service and these Terms. You may not upload or otherwise make available any content through the Service that you did not create or that you do not have permission to upload or otherwise make available.
By uploading or otherwise making available your User Content through the Service, you automatically grant to Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose (including commercial, advertising and other purposes), on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of any of the foregoing, including to allow customers of Company the right to access such User Content. When you upload or otherwise make available your User Content through the Service, you also authorize and direct Company to make such copies thereof as we deem necessary in order to facilitate the transmission and storage of such User Content.
You should exercise caution, good sense and sound judgment in uploading content to the Service. You should not upload any content to the Service that you consider to be confidential or proprietary.
You may remove any of your User Content that you uploaded while logged into the Service as a registered user, and which remains accessible on the Service. Customer must elect removal of User Content (i) online through your account if the functionality is available, (ii) if this functionality is not available, with notice to us via email to your account representative or (iii) if you does not have an account representative, with notice to us via email to email@example.com (collectively, the “User Content Removal Process”). However, even if you choose to remove your User Content, the license granted by you to Company above will continue indefinitely, and you acknowledge that Company may retain archived copies of your User Content and may continue to use the User Content as described in these Terms. Company does not assert any ownership over your User Content; rather, as between Company and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
You understand and agree that Company may, but is not obligated to, review your User Content from time to time, and may delete or remove (without notice) from the Service any of your User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Company violates these Terms, or which might be offensive or illegal, or that might harm or violate the rights or threaten the safety of users or others.8. No Endorsement.
Company does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any content uploaded or otherwise made available through the Service, or endorse any opinions expressed in such content. You acknowledge that any reliance on material in content available on the Service will be at your own risk.9. Copyright Protection.
The U.S. Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that any content uploaded, posted or otherwise transmitted through the Service infringes upon any copyright which you own or control, you may so notify us in accordance with our DMCA process accessible here .
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users of the Service who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the Profiles of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.10. Trademarks.
All trademarks, service marks, logos and trade names associated with Company and/or the Service, whether registered or unregistered, are proprietary to Company or to other companies where so indicated. Such marks may not be used, including as part of others’ trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company.11. Third-Party Websites and Content.
The Service may contain or deliver links to other websites (each, a “Third-Party Site”) as well as applications, software, text, graphics, pictures, designs, music, sound, video, articles, photographs, information, and other content belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Company, and we are not responsible for any Third-Party Sites accessed through the Service or any Third-Party Content uploaded to, or otherwise available through, the Service.
If you decide to leave the Service and access a Third-Party Site or to use or install any Third-Party Content, you do so at your own risk and you should be aware that these Terms and our other policies no longer govern. You should review the terms and policies, including privacy and data gathering practices, applicable to any Third-Party Site or Third-Party Content to which you navigate or relating to any applications you use or install from the Service.12. User Disputes.
You are solely responsible for your interactions with other users of the Service. We reserve the right, but have no obligation, to monitor interactions or disputes between you and any other such user.13. Privacy.
You acknowledge that Company is not responsible or liable in any manner for any content (including your User Content), or any Third-Party Content, posted or transmitted through the Service, whether posted or transmitted by users of the Service, by Company, by third parties or by any of the equipment or programming associated with the Service. Although we have established rules for user conduct and postings, we do not control and are not responsible for what users upload or otherwise make available through the Service. Company is not responsible for the conduct, whether online or offline, of any user of the Service.
The Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Service or combination thereof, including injury or damage to your or to any other person’s computer, mobile device, or other hardware or software, related to or resulting from using or downloading materials in connection with the Service. Under no circumstance will Company be responsible for any loss or damage resulting from your use of the Service, or from any content (including your User Content) or Third-Party Content uploaded or otherwise made available through the Service, or from any interactions between users of the Service (whether online or offline).
Company reserves the right to modify the Service at any time without notice.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW).
COMPANY DOES NOT GUARANTEE ANY SPECIFIC RESULT FROM USE OF THE SERVICE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.15. Limitations on Liability.
IN NO EVENT WILL COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS OR AGENTS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER SPECIAL OR INDIRECT DAMAGES (INCLUDING FOR ANY LOST BUSINESS PROFITS) OR FOR PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE SERVICE, EVEN IF COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.16. Termination.
Company may terminate your access to the Service, delete your Profile and/or prohibit you from using or accessing the Service for any reason, or no reason, at any time in its sole discretion, with or without notice.17. International.
Accessing the Service is prohibited from territories where the User Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.18. Notice Policy.
By using the Services, you consent to receive from Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. Company may provide the electronic Contract Notices by posting them on our website or sending you email at the email address you provide during Service registration. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
You must send all Contract Notices in writing and will be deemed given when delivered personally or by confirmed facsimile or email, and in the case of the Company to firstname.lastname@example.org or one (1) day after being sent by nationally recognized courier service, or three (3) days after being sent by prepaid certified mail, to the address of the party to be noticed as set forth herein, and in the case of the Company, to the attention of its General Counsel at 481 Elizabeth Street, #5, San Francisco, California 94114, or such other address as such party last provided to the other party by written notice.19. Governing Law.
These Terms (with any further rules, policies, or guidelines incorporated by reference) and performance hereunder shall be governed by and construed in accordance with the laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Service are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in San Francisco County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.20. Indemnity.
You agree to indemnify and hold harmless Company, and its directors, officers, agents, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of your User Content, your conduct in connection with the Service, or any violation of these Terms or of any law or rights of any third party. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.21. Successors and Assigns
The Terms of this agreement are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.22. Relationship of the Parties.
No agency, partnership, joint venture, franchise or employment relationship is created between you and the Company as a result of the Terms of this agreement.23. Miscellaneous.
These Terms constitute the entire agreement between you and Company regarding the use of the Service, superseding any prior agreements between you and Company relating to your use of the Service. The failure of Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.24. Questions.
If you have any questions regarding these Terms, please contact us by sending an email to email@example.com.
Last Updated: June 26, 2014
Exhibit A is available (PDF file) here