Terms of Service

Posted/Revised: January 15, 2016

READ THIS AGREEMENT CAREFULLY BEFORE USING ANY SKYDERA SERVICE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN SKYDERA AND YOU, INCLUDING ANY SKYDERA CUSTOMER, USER, OR WEBSITE VISITOR, (collectively referred to herein as "Customer").

Terms of Service

These Terms of Service form part of an agreement (this/the "Agreement") between Chartleaf a subsidiary of Skydera, Inc., a Delaware company, ("Skydera") and Customer. This Agreement governs provision of Skydera's services (the "Service") and is effective as of the moment Customer indicates agreement at the Skydera website, as of the moment the two parties sign a paper version, or as of the moment Customer uses any Skydera website or element of the Service (whichever comes first).

This section has to be updated with Skydera specific links

In addition to these Terms of Service, this Agreement consists of the following, each of which is incorporated into this Agreement by this reference: Skydera's acceptable use policy, posted at (the "AUP") ; and Skydera's privacy policy, posted at (the "Privacy Policy").

1. The Service.

(a) Skydera will provide the Service pursuant to this Agreement. Customer agrees that the Service is for business use and not for consumers, and Customer hereby affirms: (i) that it will use the Service for business purposes and not for personal, family, or household purposes; and (ii) that it is not an individual less than 18 years old.

(b) The Service will include such optional features ("Optional Features") as are reflected in any Skydera quote accepted by Customer and any other ordering records maintained by Skydera (collectively, Customer's "Signup"). Optional Features may include: (i) consulting or other professional services provided by Skydera's staff (including without limitation independent contractors operating under the Skydera name); and (ii) software and other products and services Customer acquires through Skydera's online application and service store ("Skydera Service Store"), provided such product or service is specifically designated "Provided Directly by Skydera." Optional Features are subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 8 below, except as specifically set forth in this Agreement. Optional Features are also subject to the terms and conditions of any statement of work executed by authorized representatives of Customer and Skydera.

(c) The Service does not include any software, consulting service, or other product or service not provided by Skydera (collectively, "Third Party Products and Services").

(i) Third Party Products and Services include, without limitation: (A) any third party consulting services that assist Customer in utilizing the Service or otherwise relate to the Service, including such services provided by third parties Skydera referred to Customer; and (B) any and all software and other products and services Customer acquires through Skydera Services Store, unless such product or service is specifically designated "Provided Directly by Skydera."

(ii) THIRD PARTY PRODUCTS AND SERVICES ARE NOT PART OF THE SERVICE, AND CUSTOMER ACQUIRES THEM DIRECTLY FROM THE THIRD PARTY PROVIDER pursuant to such contract as Customer and the third party provider may execute. SKYDERA IS NOT RESPONSIBLE OR LIABLE FOR THIRD PARTY PRODUCTS AND SERVICES, EVEN IF SKYDERA RECOMMENDS THE THIRD PARTY PROVIDER, EVEN IF THE THIRD PARTY PRODUCTS AND SERVICES ARE RELATED TO THE SERVICE OR TO CUSTOMER'S ABILITY TO RECEIVE OR EXPLOIT THE SERVICE, AND EVEN IF SKYDERA ACTS AS THE THIRD PARTY PROVIDER'S AGENT IN DELIVERING THE THIRD PARTY PRODUCT OR SERVICE, IN COLLECTING PAYMENT, OR IN OTHER WAYS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SKYDERA WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR MAINTENANCE, UPDATES, OR UPGRADES OF THIRD PARTY PRODUCTS AND SERVICES OR FOR INTELLECTUAL PROPERTY INFRINGEMENT BY THIRD PARTY PRODUCTS AND SERVICES, AND SKYDERA PROVIDES NO WARRANTY OR INDEMNITY RELATED TO THIRD PARTY PRODUCTS AND SERVICES. In the event that Skydera is held responsible or liable for Third Party Products and Services, despite the provisions of this Subsection 1(c)(ii), such responsibility or liability will be subject to the disclaimers and limitations of liability in Section 8 below.

(d) So long as Customer remains in compliance with the terms of this Agreement, Skydera grants Customer a license to reproduce and use, during the Term (as defined in Subsection 3(a) below), such application program interface ("API") methods as Skydera may provide through the Service. The license in the preceding sentence is contingent upon the following: Customer will not reproduce or use the API methods for any purpose other than to receive the Service, and Customer will observe all Skydera's written instructions for use of the API methods. Customer may not sublicense the rights granted in this Subsection 1(d). Skydera retains all title and interest in and to the API methods, and Customer receives no rights other than those specifically granted in this Subsection 1(d)

2. Payment Plans & Terms.

(a) For each month of Service, Customer will pay the minimum "monthly recurring cost" fees set forth in Customer's Signup (the "Minimum MRC Fee") for the corresponding Service package listed in the Signup (the "Service Package"). The Minimum MRC Fee is due even if Customer uses the Service less than the Service Package. If Customer's Signup does not list a minimum "monthly recurring cost" fee, the Minimum MRC Fee is $0. Customer may increase ("Upgrade") its Service Package through the Skydera customer portal, https://manage.skydera.com (the "Customer Portal"). Customer will pay additional fees ("Overage Fees") for all Services in excess of the Service Package, or for all Service ordered or received in the event that the Minimum MRC Fee is $0. Customer will pay all fees pursuant to one of the following payment plans, as listed in Customer's Signup:

(i) "PAYG Plan": a.k.a. Pay-as-You-Go Plan: Customer pays Minimum MRC Fees and Overage Fees monthly, in arrears.

(ii) "Prepaid Plan": Customer pre-pays a fixed amount for a fixed period, based on the prepayment amount and prepayment period listed in Customer's Signup. The prepayment is due before the start of each prepayment period, including renewed prepayment periods. Skydera may invoice additional Minimum MRC Fees and/or Overage Fees not covered by the prepayment amount (if any) monthly or at such other times as it chooses. In the event of Upgrade, Skydera may charge an increase in the prepayment for the prepayment period during which the Upgrade occurs, proportionate to the Upgrade's increase in the Minimum MRC Fee, on a daily basis or at such times as it chooses. Each Prepaid Plan will renew automatically at the end of its prepayment period. Customer may cancel a Prepaid Plan during the first 30 days of any prepayment period, unless the Term is longer than month-to-month, and Skydera will refund any fees prepaid for Services that would have been provided after the effective date of such cancellation. Customer will provide notice of cancellation through the Customer Portal. A cancelled Prepaid Plan will automatically revert to a PAYG Plan (unless this Agreement is simultaneously terminated or expires).

Fees for Optional Features are in addition to all fees listed above in this Subsection 2(a), including fees for PAYG Plans and for Prepaid Plans. Skydera may bill Customer separately, on a monthly or other periodic basis, for Optional Features, pursuant to Skydera's standard policies.

(b) Customer will pay Skydera's standard fees for the Service, including Overage Fees and fees for Optional Features, as such fees may be revised from time to time. However, if Customer and Skydera agree to alternate fees in Customer's Signup, or in a Statement of Work for consulting-related Optional Features, such alternate fees will apply until the end-date specifically listed in the Signup or Statement of Work, or if no end-date is listed, for 1 year. Thereafter, alternate fees will revert to Skydera's then-standard fees. Customer will pay any set-up or other fees required pursuant to Skydera's standard policies. Customer will make all payments in U.S. dollars. Skydera is not required to issue refunds or credits except as specified in this Agreement. Without limiting the generality of the foregoing: (i) fees for PAYG Plans are non-refundable, and so are fees for Prepaid Plans, except as specifically set forth in Subsection 2(a)(ii) above; and (ii) no credit will entitle Customer to a refund. Promotional credits and SLA credits issued by Skydera may not be used to pay for Optional Features, and no credit issued by Skydera may be used for Third Party Products and Services.

(c) Customer will notify Skydera of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute. Any payment not received when due will, at Skydera's option, bear interest at a rate of 1.5% per month from the date due until paid, to compensate Skydera for the time-value of the unpaid fees. In addition, Skydera may charge a late fee of $19.99 per week, as liquidated damages, starting on the first day after any payment is due. Such liquidated damages compensate Skydera for administrative expenses related to unpaid fees.

(d) Service fees for PAYG Plan accounts and overage fees for Prepaid Plans apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions. Skydera is not required to issue or provide a roll-over of Service (memory or data) to a future month, a credit, or any other refund in the event that Customer under-utilizes its Service Package.

(e) Customer will maintain a valid credit card on file at all times. Skydera may charge such card for Service fees or other fees on the first business day prior to any payment due-date. Customer will update credit card information as necessary in the Customer Portal. If any charge attempt is denied, Skydera may interrupt Service without advanced notice but will make reasonable efforts to provide such notice.

3. Term and Termination.

(a) Unless terminated as set forth in this Section 3, this Agreement will continue for the period listed in Customer's Signup (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive periods of the same duration as the Initial Term (each a "Renewal Term"), unless either party gives notice of its intent not to renew 30 or more days before the start of such Renewal Term. If Customer's Signup does not provide for an Initial Term, the Initial Term and Renewal Terms will end on the last day of each calendar month and will renew on the first day of the next calendar month (a month-to-month Term). The Initial Term and all Renewal Terms are collectively referred to herein as the "Term." If Customer has a Prepaid Plan and the Term ends and is not renewed before the end of the current prepayment period, the Prepaid Pan will be considered cancelled pursuant to Subsection 2(a)(ii) above.

(b) Customer may terminate this Agreement for material breach, effective on 30 days' written notice specifying the nature of the breach, provided this Agreement will not terminate if Skydera cures the breach before the effective date of termination. Customer will provide notice of termination or of its intent not to renew the Term through the online termination form in the Customer Portal.

(c) Skydera may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 2, without advanced notice.

(d) The following provisions will survive any termination or expiration of this Agreement: (i) Sections 7(c), 8, and 9; and (b) any other provision that must so survive to fulfill its essential purpose. Skydera is not required to refund any fees paid or prepaid after termination or expiration of this Agreement, except to the extent that this Agreement specifically calls for a refund.

4. Acceptable Use.

(a) Customer represents that it has read the AUP, and Customer will adhere to its requirements.

(i) Without limiting the generality of the foregoing, Customer will not allow the Service or Skydera equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer's Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to Customer, will be considered violations by Customer.

(ii) Notwithstanding any provision to the contrary in this Agreement, and without limiting any of Skydera's rights or remedies, Skydera may suspend Service in whole or in part in the event that Skydera reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer's use of the Service infringes on third party rights. Skydera will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in Skydera's opinion and at its sole discretion. Suspension pursuant to this Subsection 4(a)(ii) may continue so long as Skydera reasonably suspects an AUP violation. Skydera is not liable for any Service suspension authorized by this Subsection 4(a)(ii), or for any related loss, even if the suspected AUP violation did not occur.

(b) Skydera has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. Skydera may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.

5. Service Levels & Remedies.

(a) Skydera will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 5. In the event of hardware failure: (i) Skydera will make reasonable efforts to recover lost data, upon Customer's request, but data-recovery is not guaranteed; and (ii) Skydera will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer's sole remedies are those listed in the SLA and in this Section 5, or termination of this Agreement as authorized pursuant to Section 3 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 6 or any other provision of this Agreement, and Skydera will not be liable for any such interruption.

(b) All Service features, whether or not addressed in the SLA, are provided pursuant to the provisions of Section 8 below and the other terms and conditions of this Agreement.

6. Maintenance & Security.

(a) Skydera may interrupt Service to perform maintenance on Skydera equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Skydera will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.

(b) Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent Skydera specifically accepts such responsibility by listing such service features in Customer's Signup (subject to the limitations of liability in Section 8 and elsewhere in this Agreement). Whether or not Customer's Signup calls on Skydera to maintain back-ups, Customer will keep a back-up copy of all data hosted by Skydera. Customer will promptly report any Service failure to Skydera via the online ticketing system in the Customer Portal. Skydera is not responsible for providing physical access to or copies of software, data, or content stored on Skydera's equipment under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer's Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access.

(c) Skydera is not required to reimburse any expenses Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.

7. Private and Confidential Information.

(a) Skydera will adhere to the provisions of the Privacy Policy. Skydera is not responsible for use or misuse of data by any third party, including without limitation providers of Third Party Products and Services, the operator of any website linked to Skydera's website, or any Skydera customer, even if Skydera hosts such customer's Website. Customer understands that the Privacy Policy applies only to the Service and to Skydera's website. Skydera may notify Customer of leaks or exposure of private data, but except to the extent required by law, Skydera is not required to provide such notification.

(b) Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.

(c) Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by Skydera, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer's possession or control. Without limiting the generality of the foregoing, Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives Skydera advanced notice reasonably sufficient to allow Skydera to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. Customer will promptly notify Skydera in writing of any misuse or misappropriation of Confidential Information that comes to Customer's attention and will cooperate with Skydera in investigating any such misappropriation and in mitigating any damages caused. Upon termination or expiration of this Agreement or upon Skydera's written request, Customer will return all Confidential Information to Skydera and certify, in writing, the destruction of any copies thereof.

(i) "Confidential Information" refers to any information Skydera provides to Customer in any form and marks "Confidential," and any information Skydera discloses orally and identifies as "Confidential" on or before disclosure. However, Confidential Information does not include information that: (A) is in Customer's possession at the time of original disclosure by Skydera; (B) is independently developed by Customer without use of or reference to information provided by Skydera; or (C) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction.

(ii) Customer agrees that breach of the provisions of this Subsection 7(c) might cause Skydera irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, Skydera will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.

8. Warranties, Disclaimers, & Limitations of Liability.

(a) SKYDERA MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Skydera does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service). Except to the extent specifically provided in the SLA, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. No communication between Customer and Skydera will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 8 or elsewhere in this Agreement. As used in the previous sentence, "communications" include, without limitation, marketing materials and representations of salespeople, advice provided by Skydera or any of its representatives, quotes, Customer's Signup, and any work order or other ordering document.

(b) SKYDERA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SKYDERA'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE INJURY GIVING RISE TO THE CLAIM.

(c) Except to the extent specifically provided in Section 5 above, and except to the extent that applicable law specifically forbids such limitation of liability, SKYDERA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM ANY OF THE FOLLOWING OR FROM ANY SKYDERA EFFORTS TO ADDRESS OR MITIGATE ANY OF THE FOLLOWING: (i) SECURITY BREACHES, INCLUDING WITHOUT LIMITATION EAVESDROPPING, THIRD PARTY ACCESS TO CUSTOMER DATA OR TO ASSIGNED COMPUTERS, THIRD PARTY ACCESS TO OR MISUSE OF PASSWORDS PROVIDED TO SKYDERA, AND INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICE; (ii) RELEASE OR EXPOSURE, FOR ANY OTHER REASON, OF PERSONALLY IDENTIFIABLE INFORMATION OR OTHER PRIVATE DATA, INCLUDING DATA BELONGING TO CUSTOMER'S OWN CUSTOMERS AND OTHER USERS; (iii) DENIAL OF SERVICE ATTACKS, VIRUSES, WORMS, AND OTHER INTENTIONAL INTERFERENCE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION BY OTHER SKYDERA CUSTOMERS; (iv) LOSS OF DATA OR LOSS OF ACCESS TO DATA; (v) ACTIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER SKYDERA CUSTOMERS AND THIRD PARTY PRODUCTS AND SERVICES PROVIDERS; (vi) ACTIONS OF SKYDERA EMPLOYEES, AGENTS, OR CONTRACTORS ACTING OUTSIDE THE SCOPE OF THEIR DUTIES; (vii) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ACCIDENTAL DISCONNECTION AND TERMINATION OF SERVICE; AND (viii) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE. THE PROVISIONS OF THIS SUBSECTION 8(c) APPLY, WITHOUT LIMITATION, EVEN IF CUSTOMER PURCHASES SERVICE FEATURES ADDRESSING SECURITY, DATA INTEGRITY, DATA BACKUP, ATTACK PROTECTION, VIRUSES, SPAM, MONITORING, OR SYSTEM INTEGRITY. Skydera does not control and has not thoroughly reviewed all the websites linked to Skydera's website or run by Skydera's customers or by providers of Third Party Products and Services. With the exception of its own website, Skydera is not responsible or liable for the content or practices of any website, including without limitation third party websites referenced in the preceding sentence.

(d) THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF SKYDERA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF CUSTOMER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Skydera's limitations and exclusions of liability and disclaimers of warranty, set forth in this Section 8 and elsewhere in this Agreement apply equally to Skydera's officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. Customer acknowledges and agrees that Skydera has set its prices and entered into this Agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between Skydera and Customer.

9. Indemnity.

Customer will defend, indemnify, and hold harmless Skydera (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of Customer's customers or users, or any other third party, arising out of or related to Customer's use of, misuse of, or failure to use the Service, including without limitation: (a) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer's customers, or to other third parties); and (c) any action taken by Skydera as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation attorneys' fees.

10. Miscellaneous.

(a) Title and intellectual property rights to the Service and all components thereof are owned by Skydera and its licensors and suppliers. All hardware and Internet protocol addresses provided by Skydera are licensed to Customer temporarily and remain Skydera's sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, "Software"), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, "Trademarks") displayed on Skydera's website and through the Service, whether or not registered, belong to Skydera and its licensors and suppliers. Neither this Agreement nor any Skydera website grants a license to any Trademark, by implication, by estoppel, or otherwise. Nothing in this Agreement transfers to Skydera any copyright in, trademark on, or other ownership interest in any data or content of Customer. However, Skydera may include Customer's name in any list of customers used for marketing or other purposes.

(b) Customer is responsible for maintaining the confidentiality of its usernames and passwords, and Customer will not transfer or sell to any third party such usernames or passwords, or Customer's access to the Service.

(c) Skydera is not obligated to sell Customer any Service feature not listed in Customer's Signup, or to provide more Service than required by such Signup.

(d) During the Term and for 180 days thereafter, Customer will not encourage or solicit any Skydera employee or independent contractor to leave Skydera's employ, or otherwise interfere with Skydera's employment relationships.

(e) The parties agree that the fees listed as liquidated damages in Subsection 2(c) and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of Skydera provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Skydera at law or in equity.

(f) All written communications to Customer will be deemed delivered if sent to the contact points provided to Skydera at the time of order, or to such other contact points as Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to Skydera will be mailed to 616 Ramona Street, Suite #19, Palo Alto, CA 94301, unless Skydera notifies Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made through the Customer Portal.

(g) Skydera may revise this Agreement from time to time by posting an amended version of these Terms of Service at the Skydera website and sending Customer written notice thereof; provided that if Skydera notifies Customer that new Terms of Service at such website are not intended to amend this Agreement, they will not. Such amended version will become effective at the start of the next Term, or the Term thereafter if the next Term starts less than 30 days after Skydera's notice; provided that if Customer and Skydera first add to the Service in a way that increases fees, the amended version will become effective at the same time as such increased Service goes into effect. Notwithstanding the foregoing, revisions to the AUP, SLA, or Privacy Policy will become effective upon notice thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorized representatives of both parties. Skydera may provide notices of amended terms via e-mail, but no e-mail exchange will itself amend this Agreement, even if such messages purport to do so.

(h) This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. The parties hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of San Francisco, California.

(i) Pursuant to 47 U.S.C. Section 230(d), Skydera hereby notifies Customer that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors, and information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms. If Customer is a consumer (despite the prohibition in Subsection 1(a) above), Skydera hereby provides Customer with the following notice, pursuant to California Civil Code Section 1789.3: (i) to resolve any complaint regarding the Service or receive any further information regarding the Service, Customer should contact Skydera at the contact points provided on Skydera's website under "Contact Us"; and (ii) California consumers may be entitled to pursue complaints regarding the Service by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by phone at 800-952-5210.

(j) Customer will not use the Service in any way that violates applicable laws or regulations, including without limitation U.S. Export Administration Regulations. Customer represents and warrants that it is not on the United States Treasury Department's list of Specially Designated National and Blocked Persons and is not otherwise a person or entity subject to a legal rule that would prohibit Skydera from providing the Service.

(k) No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

(l) In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.

(m) Customer may not assign this Agreement or any of its rights or obligations hereunder without Skydera's express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

(n) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired

(o) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.