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TERMS OF SERVICE
Skydrop, LLC and its subsidiaries and affiliates (collectively, “Skydrop”) provide: (1) a Skydrop user account website that may be accessed at skydrop.com (“Site”), (2) services accessible through the Site (“Web App”), and (3) software that may be downloaded to your smartphone or tablet to access services (“Mobile Apps”), all for use in conjunction with Skydrop hardware products (“Products”). The term “Services” means the Web App and Mobile Apps.
These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT USE ANY SERVICES WITH YOUR PRODUCTS; YOU MUST DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES.
AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.
AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services. Your purchase of any Product is governed by the limited warranty provided with that Product (“Limited Warranty”) and the Terms & Conditions of Sale at skydrop.com/sales-terms. Your use of any software embedded in the Product (and any updates thereto) (“Product Software”) is licensed and governed by the End User Licensing Agreement that accompanies the Product and which can also be found at skydrop.com/eula (the “EULA”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All additional guidelines, terms, or rules, and the Privacy Statement at skydrop.com/privacy (“Privacy Statement”), are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.
(b) Eligibility. You may use the Services only if you have agreed to these terms with Skydrop, and if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Services by anyone under the age of 13 is strictly prohibited and is a violation of these Terms. The Services are not available to any users previously prohibited from using the Services by Skydrop.
(c) Customer Service. If you have any questions or concerns regarding the Products, the Services, or these Terms, please contact Skydrop.
(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services, or until your access and use is terminated in accordance with the provisions of these Terms. At any time, Skydrop may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if Skydrop in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account (as described below) and will need to register for a separate Account with Skydrop.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You may not use another user’s account without the express permission of the account holder. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify Skydrop of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Skydrop is not liable for any loss or damage arising from your failure to comply with the above requirements.
(a) Access and Use. Subject to these Terms, Skydrop grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by (i) using the Web App in connection with, and solely for the purpose of, controlling and monitoring the Products installed on your property or otherwise accessing a service explicitly provided by Skydrop for your use (the “Permitted Purpose”), and (ii) installing and using the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone) and solely for the Permitted Purpose.
(b) Automatic Software Updates. Skydrop may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services and the Product. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and the Product and you agree to promptly install any Updates Skydrop provides. Your continued use of the Services and the Product is your agreement (i) to these Terms with respect to the Services, and (ii) to the End User License Agreement at skydrop.com/eula with respect to updated Product Software.
(c) Interface to Third Party Products and Services. Over time, Skydrop may provide the opportunity for you to interface the Products and Services to one or more third party products and services, through and using the Services (“Third Party Products and Services”). You will decide whether and with which Third Party Products and Services you want to interface. Your explicit consent and authorization will be required for this interface, and will be revocable by you at any time. Once your consent is given for a particular Third Party Product and Service, you agree that Skydrop may exchange information and control data regarding you and your products, including your personally identifiable information, in order to enable the interface you have authorized. This information will be secured and subject to the Privacy Statement at skydrop.com/privacy.
(d) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product, the Product Software, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Skydrop; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
(e) Unauthorized Activities. When using the Services, you agree not to:
This list of prohibitions provides examples and is not complete or exclusive. Skydrop reserves the right to terminate access to your account, your ability to post to this Site (or use the Services) with or without cause and with or without notice, for any reason or no reason, or for any action that Skydrop determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Skydrop may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Skydrop’s discretion, Skydrop will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet. You agree to indemnify and hold Skydrop and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Skydrop or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of the Services or the use of the Services by any person using your user name and/or password (including without limitation, your participation in the posting areas or, any of your submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
(f) Open Source. Certain items of independent, third party code may be included in the Web App and/or Mobile Apps that are subject to open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software.
(g) Privacy Statement. Please review the Privacy Statement at skydrop.com/privacy. The Privacy Statement describes practices regarding the information that Skydrop may collect from users of the Products and Services. Unless otherwise set forth in the Privacy Statement, all data and information that Skydrop collects from your use of the Products and Services are owned by Skydrop and Skydrop may use that data and information in its discretion with or without notice to you.
(h) Security. Skydrop cares about the integrity and security of your personal information. However, Skydrop cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(i) Modification. Skydrop reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Skydrop will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
(j) Access Outside Certain Countries. Although the Site is accessible worldwide, the Products and Services provided or accessed through or on the Site are not available to all persons or in all countries. If you choose to access the Site from outside a country in which Skydrop supports the Product and Services listed at skydrop.com/target-country (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Site is not designed for use in a non-Target Country and some or all of the features of the Site may not work or be appropriate for use in such a country. To the extent permissible by law, Skydrop accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Site in a non-Target Country. You will be bound by these Terms wherever you access or use the Site or use the Services.
(k) Fees. Skydrop provides certain Services free of charge for certain users. In other instances, Skydrop charges fees for its Services. You shall pay all applicable fees and charges incurred for the Services at the rates in effect for the billing period in which such fees and charges are incurred. Skydrop will bill all charges automatically to your credit card. Skydrop may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. Subscription fees will be billed at the beginning of your subscription or any renewal. For annual subscriptions, Skydrop will notify you of the pending renewal of your subscription at least 30 days prior to the date your subscription renews, except as otherwise required by law. For all annual subscriptions, you must cancel your subscription during the last 30 days prior to the date your subscription renews in order to avoid billing of subscription fees for the renewal term to your credit card. Skydrop may cancel your subscription at any time by notifying you. You shall pay all applicable taxes relating to use of the Services. Amounts paid are non-refundable. You are responsible for maintaining your credit card information accurate and current. If at any time Skydrop is unable to charge your subscription fees or you otherwise do not pay all fees and charges incurred for the Services, Skydrop may suspend or terminate your rights to access or use the Services and terminate these Terms with respect to you.
(a) Intended Use of Skydrop Services. The Services are intended to be accessed and used for non-time-critical information and control of the Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond Skydrop’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that Skydrop is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications.
(b) No Life-Safety or Critical Uses of the Services. You acknowledge that the Products and Services are not certified for emergency response. YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM – SKYDROP DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN EMERGENCY. In addition, the Skydrop Customer Care and Support contacts cannot be considered a lifesaving solution for people at risk, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
(c) Reliability of Notifications. You acknowledge that the Services, including remote access and mobile notifications, are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON YOUR SKYDROP PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY – THEY ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. You acknowledge that it is your responsibility to educate yourself on how to respond to an emergency and to respond according to the specifics of your situation.
(d) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Skydrop does not offer any specific uptime guarantee for the Services.
(e) System Requirements. The Services will not be accessible without: (i) a working Wi-Fi network on-site that is positioned to communicate reliably with the Products; (ii) an Account; (iii) mobile clients such as a supported phone or tablet (required from some functionality); (iv) always-on broadband Internet access on-site; and (v) other system elements that may be specified by Skydrop. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.
(f) Water Savings and other Benefits. Unless explicitly promising a “guarantee,” Skydrop does not guarantee or promise any specific level of water savings or other monetary benefit from the use of the Products or Services or any feature of them. Actual water savings and monetary benefits vary with factors beyond Skydrop’s control or knowledge. From time to time, Skydrop may use the Services to provide you with information that is unique to you and your water usage and suggests an opportunity to save money on water bills if you adopt suggestions or features of the Product or Services. We do this to highlight an opportunity based on our analysis and information about you and your household. You acknowledge that these promotions are not a guarantee of actual savings, and you agree not to seek monetary or other remedies from Skydrop if your savings differ.
(g) The Services provide you information (“Product Information”) regarding the Products and their connection with other products and services. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through the Services is not a substitute for direct access of the information on-site.
(a) General. Skydrop Services rely on or interoperate with third party products and services. These third party products and services are beyond Skydrop’s control, but their operation may impact or be impacted by the use and reliability of the Skydrop Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the Skydrop Services operate, and (iii) Skydrop is not responsible for damages and losses due to the operation of these third party products and services.
(b) Third Party Service Providers Used By Skydrop. You acknowledge that Skydrop uses third party services providers to enable some aspects of the Services – such as, for example, data storage, synchronization, and communication through remote computing services, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES.
(d) Third Party Products and Services that Work With Skydrop Services. Skydrop may provide the opportunity for you to interface to Third Party Products and Services. These Third Party Products and Services are not Skydrop products and services and you agree that Skydrop is not responsible for damages or loss that may be caused by them.
(e) App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms are between you and Skydrop and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
(f) Third Party Website Links and Referrals. The Site may contain links to other web sites operated by third parties (“Third Party Sites”) and referrals to third party vendors (“Referred Vendors”). Such Third Party Sites and Referred Vendors are not under our control. Skydrop provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites or Referred Vendors. Your use of these Third Party Sites is at your own risk.
(g) Release Regarding Third Parties. Skydrop is not responsible for third parties or their products and services, including the App Stores, Third Party Products and Services, Third Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. You hereby release Skydrop and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. IN CONNECTION WITH THE FOREGOING, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” IN ADDITION, YOU HEREBY WAIVE ANY SIMILAR LAW OF ANY OTHER JURISDICTION AND ANY COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(a) You acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Product, Product Software, and Services (i.e., the Site, Web App, and Mobile Apps) are owned by Skydrop or its affiliates or our licensors. Your possession, access, and use of the Product, Product Software, and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Skydrop and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
(b) You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you may copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of Skydrop. You must have a license from us before you can post or redistribute any portion of the Services. Skydrop retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
(c) You may choose to, or Skydrop may invite you to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Skydrop under any fiduciary or other obligation. Skydrop may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Skydrop does not waive any rights to use similar or related ideas previously known to Skydrop, developed by its employees, or obtained from other sources.
You agree to indemnify and hold Skydrop and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of your violation of these Terms. Skydrop reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Skydrop and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Skydrop’s prior written consent. Skydrop will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
(a) THE WARRANTY FOR THE PRODUCT AND PRODUCT SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE EULA, RESPECTIVELY.
(b) THE SERVICES (I.E., WEB APP AND MOBILE APPS) ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND SKYDROP AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(c) SKYDROP AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR on-site NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SKYDROP OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
(a) Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) SKYDROP BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF SKYDROP KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) SKYDROP’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SKYDROP OR SKYDROP’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. SKYDROP DISCLAIMS ALL LIABILITY OF ANY KIND OF SKYDROP’S LICENSORS AND SUPPLIERS.
(a) Contact Skydrop First. If a dispute arises between you and Skydrop, our goal is to learn about and address your concerns. You agree that you will notify Skydrop about any dispute you have with Skydrop regarding these Terms by contacting Skydrop.
(b) Binding Arbitration. You and Skydrop agree, subject to clause 11(c) (Protection of Confidentiality and Intellectual Property Rights), to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this section. Further you agree arbitration is final and binding and subject to only very limited review by a court. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Service. Subject to clause 11(c) (Protection of Confidentiality and Intellectual Property Rights), any dispute or claim made by you against us or us against you arising out of or relating to these Terms or your use of the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that you may take claims to small claims court if they qualify for hearing by such a court.
(c) Arbitration Procedures. You must first present any claim or dispute to us by contacting Skydrop to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days after presenting the claim or dispute to Skydrop. Skydrop may request arbitration against you at any time after it has notified you of a claim or dispute in accordance with clause 11(f) (Notifications). The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the American Arbitration Association as modified by this agreement. The place of any arbitration will be Salt Lake County, Utah, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor Skydrop nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
(d) No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).
(e) Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and Skydrop. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing.
(f) YOU MUST CONTACT SKYDROP WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.
This arbitration clause shall survive termination of these Terms.
(a) Changes to these Terms. Skydrop reserves the right to make changes to these Terms. You should ensure that you have read and agree with our most recent version of these Terms when you use the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the then current Terms.
(b) Governing Law. These Terms are governed by the laws of the State of Utah without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for Salt Lake County, Utah for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in an above section.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Skydrop may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Skydrop regarding the use of the Services. Any failure by Skydrop to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Skydrop’s prior written consent. These Terms may be assigned by Skydrop without restriction. These Terms are binding upon any permitted assignee.
(f) Notifications. Skydrop may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice on the Site. Skydrop is not responsible for any automatic filtering you or your network provider may apply to email notifications. Skydrop recommends that you add @skydrop.com email addresses to your email address book to help ensure you receive email notifications from Skydrop.
(g) Disclosures. Please see here for Skydrop’s address. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
(h) Copyright/Trademark Information. Copyright © 2014, Skydrop, LLC All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of Skydrop or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Skydrop or such respective holders. Skydrop reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.