SkyGrid reserves the right, at SkyGrid's discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the SkyGrid Service. Please check these Terms and any Policies periodically for changes. Your continued use of the SkyGrid Service after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective thirty (30) days after they are initially posted on the SkyGrid Service.
The data and materials on the SkyGrid Service, except the Third Party Content (as defined below), including, without limitation, the text, graphics, interactive features, logos, photos, audiovisual content, software, applications or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the SkyGrid Service (collectively, the "Materials") are the intellectual property of SkyGrid, its licensors and its suppliers. The Materials are protected by copyright, trade dress, patent, trademark and other laws, international conventions and proprietary rights and all ownership rights to the Materials remain with SkyGrid, its licensors or its suppliers, as the case may be. All trademarks, service marks, and trade names are proprietary to SkyGrid or its affiliates and/or third party licensors. Except as expressly authorized by SkyGrid, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials. If, with authorization, you download or print a copy of the Materials for personal use, you must retain all copyright, trademark, or other proprietary notices. SkyGrid reserves all rights not expressly granted in and to the SkyGrid Service and the Materials.
Subject to your compliance with the terms and conditions set out in these Terms, SkyGrid hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to (i) view, use and access any Third Party Content made available by SkyGrid on the SkyGrid Service at any given time, (ii) view, use, and access any other content made available on the SkyGrid Service; and (iii) participate in any other programs, services, or features of the SkyGrid Service currently made available by SkyGrid.
The SkyGrid Service may permit You to view, display, perform, and use the outside content that is made available on the SkyGrid Service technology platform, which may include but not be limited to data, text, audiovisual content, data sets, and images (collectively, "Third Party Content").
You understand that when using the SkyGrid Service, you will be exposed to Third Party Content from a variety of sources, and that SkyGrid is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Third Party Content or other content. You further understand and acknowledge that you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SkyGrid with respect thereto. SkyGrid does not endorse any Third Party Content or any opinion, recommendation, or advice expressed therein, and SkyGrid expressly disclaims any and all liability in connection with the Third Party Content. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SkyGrid with respect thereto and agree to indemnify and hold SkyGrid, its owners/operators, affiliates, suppliers, and/or licensors harmless to the fullest extent allowed by law regarding all matters related to your content and third party content and use of the SkyGrid service.
Except as expressly authorized by SkyGrid, SkyGrid permits you to link to the SkyGrid Service for personal, non-commercial purposes only.
You hereby represent and warrant that you will not:
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, all Sections except those labeled “APIs” and “Third Party Websites”.
If you are a copyright owner or an agent thereof (the "Copyright Owner") and believe that any content on the SkyGrid Service infringes your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the Digital Millennium Copyright Act ("DMCA"). This notification of claimed infringement must be a written communication provided to the designated agent of SkyGrid that includes the following information:
SkyGrid's registered designated copyright agent to receive notifications of claimed infringement is:SkyGrid Legal Team, Copyright Agent
Only DMCA notices should go to the designated copyright agent; any other comments, requests, or other communications should be directed to SkyGrid customer service at SkyGrid Inc., Customer Service, 1200 Crossman Ave., 2nd Floor, Sunnyvale, CA 94089 and email: partners@SkyGrid.com. Under applicable law, any notification of claimed infringement that does not comply with the DMCA's requirements is invalid.
If you receive notice from SkyGrid that your content has been taken down pursuant to a notification of alleged infringement and believe that this takedown is improper or incorrect, you may provide SkyGrid with a counter notification. To be valid, a counter notification must be a written communication provided to SkyGrid's designated agent as mentioned above that includes substantially the following:
The SkyGrid Service may include certain functionality to link to and incorporate data access and other Third Party Content that is available on third party websites and services through the use of third party application programming interfaces ("API" or otherwise) unrelated to SkyGrid (the "API Functionality"). For clarity, the disclaimer of warranties in Section 9 below applies to this API Functionality. SkyGrid has no responsibility for any content found on such third-party sites and services, and SkyGrid does not review, clear, or approve any such content. It is your sole responsibility to comply with any applicable terms and conditions of the third-party website operators when using such content. Additionally, as with any content uploaded or submitted by you to the SkyGrid Service, with respect to any content that you find on Third Party Services (defined below) through the API Functionality, it is your sole responsibility to comply with applicable laws and to respect the rights of the owners and licensors of such content. Using Third Party Content with the API Functionality does not, in and of itself, give you any rights whatsoever to use such Third Party Content in any way, and, without limiting the indemnification, described below, you hereby indemnify and hold harmless SkyGrid for any losses or liabilities arising out of your use of the API Functionality, Third Party Content, or any content that you find on Third Party Services through the API Functionality.
Content on the SkyGrid service, including without limitation, materials, and third party content, are provided on an "as is" basis with no warranty.
SkyGrid, its officers, directors, employees, affiliates, agents, licensors, and suppliers make no representation or warranty of any kind whatsoever to you or any other person relating in any way to the SkyGrid service and disclaim to the maximum extent permitted by law, any and all such representations and warranties. Without limiting the generality of the foregoing, SkyGrid, its officers, directors, employees, affiliates, agents, licensors, and suppliers disclaim to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchantability or fitness for a particular purpose; (ii) warranties against infringement of any third party intellectual property or proprietary rights; (iii) warranties relating to delays, interruptions, errors, or omissions in the SkyGrid service, or any part thereof; (iv) warranties relating to the transmission or delivery of the SkyGrid service; (v) warranties relating to the accuracy or correctness of data on the SkyGrid service; and (vi) other warranties relating to performance, nonperformance, or other acts or omissions of SkyGrid, its officers, directors, employees, affiliates, agents, licensors, or suppliers. Further, and without limiting the generality of any of the foregoing, SkyGrid makes no warranty that the SkyGrid service will meet your needs or requirements or the needs or requirements of any other person. The SkyGrid service may be limited by many factors, including inherent risks of the internet.
No advice or information, whether oral or written, obtained by you from SkyGrid or through the SkyGrid service will create any warranty. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the SkyGrid service (including rss feeds or through api functionality) or any third-party services at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the download or use of such material or data. You acknowledge and agree that: (i) the SkyGrid service, and all information, materials, and data available on or through the SkyGrid service, are provided for informational purposes only and are not intended for trading purposes; (ii) the SkyGrid service may allow you to view and access information, materials, and data taken directly and indirectly from stock exchanges and other sources of securities-related information from around the world; (iii) SkyGrid does not guarantee the sequence, accuracy, completeness, or timeliness of all or any part of the SkyGrid service, or any information, data, or materials available through the SkyGrid service; (iv) none of the information, data, or materials displayed on or through the SkyGrid service constitutes a solicitation, offer, opinion, or recommendation by SkyGrid or its officers, directors, employees, affiliates, agents, licensors, or suppliers to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (v) the information, data, and materials provided on and through the SkyGrid service is not intended for use by or distribution to any person or entity in any country or jurisdiction where such use or distribution would be contrary to law or regulation.
Because some states do not allow the exclusion or limitation of certain categories of damages or implied warranties, the above limitations may not apply to you. In such jurisdictions, SkyGrid's, and its officers, directors, employees, affiliates, agents, licensors, and suppliers liability is limited to the greatest extent permitted by law.
IN NO EVENT WILL SKYGRID, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SKYGRID SERVICE BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (I) THIS SKYGRID SERVICE, YOUR ACCESS, USE OR INABILITY TO USE THE SKYGRID SERVICE; (II) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF ANY INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE SKYGRID SERVICE, OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF, THE SKYGRID SERVICE OR ANY INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE SKYGRID SERVICE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SKYGRID SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR UNAUTHORIZED ACCESS TO, OR USE OR DISCLOSURE OF, ANY AND ALL PERSONALLY IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SKYGRID SERVICE BY ANY THIRD PARTY.
IN NO EVENT WILL SKYGRID OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SKYGRID SERVICE OR YOUR INTERACTION WITH OTHER SKYGRID SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO SKYGRID DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. SKYGRID RESERVES THE RIGHT TO ALTER, REMOVE OR DISCONTINUE ANY PORTION OF THE SKYGRID SERVICE OR THE CONTENT ON THE SKYGRID SERVICE OR TO SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.
THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SKYGRID, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SERVICES OR OTHERWISE BY THIRD PARTIES OTHER THAN SKYGRID AND RECEIVED THROUGH OR ADVERTISED ON THE SKYGRID SERVICE OR RECEIVED THROUGH ANY THIRD PARTY SERVICES OR ANY OTHER THIRD-PARTY SITES OR SERVICES REFERENCED ON THE SKYGRID SERVICE.
YOU SPECIFICALLY ACKNOWLEDGE THAT SKYGRID SHALL NOT BE LIABLE FOR THIRD PARTY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SKYGRID'S, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS AND SUPPLIERS LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless SkyGrid, its officers, directors, employees, affiliates, agents, licensors, suppliers, successors, assigns, and their past and present officers, directors and employees, representatives and agents from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of:
SkyGrid does not control the actions of its Users. If you have a dispute with one or more Users, you release SkyGrid (and SkyGrid's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
This is the entire agreement between you and SkyGrid relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by SkyGrid as set forth above.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
The SkyGrid Service is offered by SkyGrid, Inc., located at 1200 Crossman Ave., 2nd Floor, Sunnyvale, CA 94089 and email: partners@SkyGrid.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Effective: January 1, 2009