Last Updated: 01 June 2024
IMPORTANT NOTICE: THE FOLLOWING SERVICE TERMS AND CONDITIONS (“TERMS”) INCLUDE A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS THAT GOVERN DISPUTES ARISING FROM THE USE OF THE PROJECT SITE AND SERVICES.
Please read carefully these Terms of Service (“Terms”). BY USING THE SERVICES AND THE SITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
These Terms govern access to and use of the skudaddy.com (“Project”, “we”, “our” or “us”) website, products, and services (collectively, the “Site”) by individuals or entities who are any of the following (collectively, “you” or “your”):
- general website visitors to skudaddy.com and/or other URLs owned or operated by Project (each a “Website Visitor”);
- subscribers or licensees to one or more of our products or services (“skudaddy.com”) (each, a “Customer”); and
- users of skudaddy.com, including authorized users of Customer accounts and other Project Service end users (each, a “User”).
- By using the Site, you accept these Terms (whether on behalf of yourself or a legal entity you represent).
- By using the Site, you acknowledge and accept these Terms on behalf of yourself or any legal entity you represent. Please note that by accessing, using, or downloading any materials from the Site, you are agreeing to comply with and be bound by these Terms. If you do not agree to these Terms, you are not authorized to use the Site and must cease using it immediately.
ELIGIBILITY
1.1. You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.
UPDATES AND COMMUNICATIONS
2.1. We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. YOU AGREE THAT PROJECT MAY MODIFY, DELETE, AND MAKE ADDITIONS TO THERE TERMS, ITS GUIDES, STATEMENTS, POLICIES, AND NOTICES, WITH OR WITHOUT NOTICE TO YOU, AND FOR SIMILAR TERMS, GUIDES, STATEMENTS, POLICIES, AND NOTICES APPLICABLE TO YOUR USE OF THE SERVICES BY POSTING AN UPDATED VERSION ON THE APPLICABLE WEBPAGE. IF YOU CONTINUE TO USE THE SITE OR THE skudaddy.com AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any revision to the Terms.
2.2. You agree to receive all communications, correspondences, and notices that we provide in connection with our Site, including any services , including, but not limited to, marketing and promotional messages related to us or the skudaddy.com, correspondence regarding our delivery of the services (“Communications”), via electronic means, including by e-mail, text, in-product notifications, push notifications, or by posting them on or making them otherwise available through the Site. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to the extent you are a Customer to keep your Account contact information current. At any time, you can opt out of our email marketing and promotional messages sent to you by unsubscribing here: (Website).
ACCOUNT
3.1. Registration; Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information is and will remain accurate and complete, and that Project has no liability whatsoever for errors and omissions in your data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.
3.2. Prohibition on Sharing. You may not share an account or any other user rights with any other individual, unless otherwise expressly pre-approved by Project in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Project’s prior express written approval.
OWNERSHIP
4.1. Intellectual Property. The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.
4.1.1. By using the Site, you agree to comply with all applicable copyright and intellectual property laws. Additionally, you acknowledge the presence of valuable intellectual property owned by Project and its licensors on the Site. All current and future rights to any intellectual property or proprietary rights, including information, improvements, design contributions, derivative works, knowledge, processes, applications, and registrations related to such intellectual property, belong solely and exclusively to Project and its licensors. Except as expressly granted in these Terms or in a separate written agreement between you and Project, all other rights are reserved by Project. Any unauthorized use of the Site’s intellectual property is strictly prohibited.
4.1.2. All trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like associated or displayed with the Services or Software (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of Project and its licensors. The Trademarks may not be used in any advertising or publicity, or otherwise to indicate Project’s sponsorship of or affiliation with any product, service, event, or organization without Project’s prior express written permission.
4.1.3. Copyright. Project respects copyright law and expects its users to do the same. If you believe that any content or material on the Site may infringe copyrights you own, please notify us timely.
4.2. License Restrictions. The information provided on the Site, including any software that may be available for download from the Site or third-party websites or applications (“Software”), is protected by copyright and owned by Project, its licensors, and/or other third-party providers. Your use of the Software is subject to these Terms and any additional license or terms imposed by the respective third-party providers.
It is important to note that unauthorized reproduction or distribution of the Software is strictly prohibited by law. Such unauthorized actions may result in civil and criminal penalties. Violators will be prosecuted accordingly.
4.3. Submissions of User Content.
4.3.1. Submissions. The Site provides you with the ability to submit, post, upload, or make available various types of content (referred to as “User Content”), such as questions, public messages, ideas, product feedback, comments, and more. Please note that User Content may be viewable by other users. By posting User Content, unless stated otherwise, you grant us a non-exclusive, royalty-free, sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display the User Content worldwide, in any form, media, or technology now known or developed in the future. Additionally, you permit other users to view, copy, access, store, or reproduce your User Content for their personal use. You also grant us the right to use your name and other submitted information in connection with the User Content. By posting User Content, you represent and warrant that: (a) you own or have the necessary rights to the User Content you post; (b) the User Content you post is truthful and accurate; and (c) posting and use of the User Content does not violate these Terms or any applicable laws.
4.3.2. Screening & Removal. Regarding screening and removal of User Content, we may, at our discretion, pre-screen User Content before it appears on the Site, but we are not obligated to do so. We reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is posted on the Site. This includes the right to remove any User Content that violates these Terms or is deemed objectionable. Please note that we do not verify, adopt, ratify, or sanction User Content. Therefore, you must evaluate and assume all risks associated with your use of User Content or your reliance on its accuracy, completeness, or usefulness.
RESTRICTIONS ON USE OF THE SITE
5.1. By using the Site, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
5.1.1. Is illegal, or violates any federal, state, or local law or regulation;
5.1.2. Advocates or discusses illegal activities with the intent to commit them;
5.1.3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
5.1.4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
5.1.5. Interferes with the use and enjoyment of the Site by others;
5.1.6. Attempts to impersonate another person or entity;
5.1.7. Engages in commercial activities that violate these Terms, such as spamming, conducting surveys, organizing contests, participating in pyramid schemes, or disseminating other advertising materials;
5.1.8. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
5.1.9. Accesses or uses a skudaddy.com account of a Customer without such Customer’s permission;
5.1.10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
5.1.11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site;
5.1.12. Hacks into our proprietary or confidential records, the records of another user, or any other unauthorized access;
5.1.13. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
5.1.14. modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site;
5.1.15. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
5.1.16. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
5.1.17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
5.1.18. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of Project; or
5.1.19. Attempts to do any of the foregoing.
5.2. You are prohibited from framing the Site, placing pop-up windows over its pages, or taking any action that alters the display of its pages. However, you are allowed to link to the Site, as long as you acknowledge and agree that you will not link it to any website that contains inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content, or that violates intellectual property, proprietary, privacy, or publicity rights. Failure to comply with this provision may result in the immediate termination of your access to and use of the Site, at our sole discretion.
5.3. While we are not obligated to monitor your or anyone else’s access to or use of the Site for violations of these Terms, or to review or edit any content, we reserve the right to do so. This is done to operate and improve the Site, including fraud prevention, risk assessment, investigation, customer support, analytics, and advertising purposes. It also ensures your compliance with these Terms and enables us to comply with applicable laws or any court orders, consent decrees, administrative agency requirements, or other governmental body directives.
PRIVACY
6.1. Project Privacy Notice. By acknowledging your understanding and providing consent, you agree that the information you provide to us or that we collect will be processed and handled as outlined in the Project Privacy Policy (Website, “Privacy Website”), unless otherwise stated in these Terms.
6.2. Access & Disclosure. With the exception of the provisions outlined in these Terms: (i) we reserve the right to access, preserve, or share any of your information when we have a good faith belief that such sharing is reasonably necessary to investigate, prevent, or take action regarding potential illegal activities or to comply with legal processes, such as a subpoena; and (ii) we may also share your information in instances involving potential threats to the physical safety of individuals, violations of the Project Privacy Notice, the Terms or any other user agreements or terms in effect, or to address claims of third-party rights violations and protect the rights, property, and safety of Project, our employees, users, or the general public. This sharing may involve disclosing your information to law enforcement, government agencies, courts, or other relevant organizations. For detailed information on how we process personal data, please refer to the Privacy Website.
CONFIDENTIALITY
7.1. Definition. “Confidential Information” means: (i) with respect to Project, any information disclosed by, for, or on behalf of Project, directly or indirectly, to you or any end user in connection with these Terms, the Services or Software, or learned or accessed by you or any end user in connection with the Services or Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the end user or reasonably should be understood by you or the end user to be confidential (“Project Confidential Information”); and (ii) with respect to you, any information disclosed by you to Project that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”).
7.2. Exclusions. Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of these Terms; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
7.3. Obligation of Confidentiality. You and Project shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor Project will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with these Terms and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, Project also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.
7.4. Permitted and Compelled Disclosures. Notwithstanding the restrictions in this section and without limiting any other rights of Project, we may disclose Customer Confidential Information received in connection with these Terms, the Services, or Software as required by applicable Law; provided, however, that Project will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by Project in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or Project’s rights or property.
TERM AND TERMINATION
8.1. Termination. You have the option to terminate your use of the Site at any time by simply discontinuing your further usage. However, Project reserves the right to terminate your access to the Site as a Website Visitor at our sole discretion, for any reason or no reason, including if you violate these Terms.
8.2. Effect of Termination. In the event that these Terms expire or are terminated for any reason: (a) any liabilities you owe to us that have accumulated before the expiration or termination date will remain in effect; (b) any licenses or usage rights granted to you regarding the Site, including any intellectual property rights, will immediately cease in accordance with these Terms; (c) our obligation to provide you with access to the Site under these Terms will come to an immediate end, except for any rights explicitly stated to be provided after the expiration or termination of these Terms; and (d) the provisions regarding Ownership, Restrictions on Use of the Site, Privacy, Confidentiality, Effect of Termination, Warranties and Disclaimers, Indemnification Obligations, Limitations of Liability, General, and Supplemental Terms in Certain Countries will continue to apply and remain in effect.
WARRANTIES AND DISCLAIMERS
9.1. YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND PROJECT, ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROJECT, ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR REPRESENTATION (I) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, (II) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (III) THAT THE SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE REMAINS WITH YOU. PROJECT DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK.
9.2. THE PROJECT PARTIES PROVIDE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SITE OR THE INFORMATION CONTAINED THEREIN. THEY DO NOT GUARANTEE THAT THE SITE OR INFORMATION HAVE BEEN OR WILL BE PROVIDED WITH DUE SKILL, CARE, AND DILIGENCE, NOR DO THEY TAKE RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES RELATED TO THE SITE OR INFORMATION. THE PROJECT PARTIES ASSUME NO LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SITE OR INFORMATION, UNAUTHORIZED ACCESS TO THE SITE OR INFORMATION, INTERRUPTION OR CESSATION OF TRANSMISSION, BUGS OR VIRUSES TRANSMITTED THROUGH THE SITE BY THIRD PARTIES, LOSS OF DATA OR CONTENT, OR ANY ERRORS OR OMISSIONS IN YOUR DATA OR CONTENT. FURTHERMORE, YOU ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF PROJECT TO ANY THIRD PARTY.
9.3. The Project Parties do not endorse, guarantee, or assume responsibility for any products or services advertised or offered by third parties through the Site. The Project Parties are not involved in monitoring activities between you and third-party providers of products or services. You are solely responsible for your interactions and activities with other individuals resulting from your use of the Site.
9.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as in this Section 10 or below in Section 12. Accordingly, some of these limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 10 and Section 12 specifically do apply to you.
INDEMNIFICATION OBLIGATIONS
10.1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Project and our subsidiaries and affiliates, and each of our and their respective officers, directors, agents, partners and employees (individually and collectively, the “Project Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Sites or any content you provide thereon or therein; (b) sharing your login credentials for the Sites without Project’s authorization; (c) your Feedback; (d) your violation of these Terms; (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (f) your conduct in connection with the Sites. You agree to promptly notify the Project Parties of any Claims, cooperate with the Project Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Project Parties will have control of the defense or settlement, at Project’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any of the Project Parties.
10.2. We maintain the sole authority to settle, compromise, and make payments for any claims or legal actions brought against us, without requiring your prior consent. We also reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are obligated to indemnify us. You agree to cooperate with us in the defense of these claims. Without our prior written consent, you agree not to settle any matter in which we are named as a defendant or for which you have indemnity obligations. We will make reasonable efforts to inform you promptly upon becoming aware of any such claim, action, or proceeding.
LIMITATIONS OF LIABILITY
11.1. Disclaimer of Consequential Damages.
11.1.1. REGARDLESS OF ANY CONTRARY PROVISIONS IN THESE TERMS, PROJECT WILL NOT BE LIABLE TO YOU, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR THE INFORMATION PROVIDED BY US. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF WE WERE AWARE OF THE LIKELIHOOD OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CLAIMS ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
11.1.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROJECT PARTIES SHALL NOT BE HELD LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM: (A) YOUR USE OF THE SITE OR THE INFORMATION PROVIDED BY US; (B) ERRORS, MISTAKES, OR INACCURACIES ON THE SITE OR IN THE INFORMATION; (C) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR THE INFORMATION; (D) UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR THE INFORMATION, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED ON THE SITE; (E) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (F) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL ELEMENTS TRANSMITTED TO OR THROUGH THE SITE BY THIRD PARTIES; (G) LOSS OF YOUR DATA OR USER CONTENT FROM THE SITE; (H) ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR USER CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SITE, REGARDLESS OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE PROJECT PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (I) THE DISCLOSURE OF INFORMATION IN ACCORDANCE WITH THESE TERMS, OUR PRIVACY NOTICE, OR ANY OTHER COMMUNICATION OR NOTICE PROVIDED BY US.
11.1.3. Please note that in some countries and jurisdictions, consumer contracts may not allow the limitation or exclusion of consequential, direct, indirect, or other damages. Therefore, if you are a consumer, the limitations or exclusions stated in this Section 12.1 may not apply to you.
11.2. Cap on Damages. Our total liability to you, regardless of the cause of action arising from or related to these Terms, your use of the Site, or the information we provide you (including warranty claims), will be 0 USD$DamageLimitAmount. This limitation applies regardless of the forum and regardless of whether the action or claim is based on contract, tort (including negligence), or any other legal or equitable theory. However, this Section will only apply to the extent permitted by product liability law and will not apply in cases where personal injury or death has been intentionally caused by Project or by Project’s gross negligence.
11.3. Independent Allocations of Risk. Each provision in these Terms that limits liability, disclaims warranties, or excludes damages represents an agreed allocation of the risks between the parties. This allocation is an essential element of the agreement between the parties. Each of these provisions is independent and will apply even if other provisions in these Terms have failed to fulfill their essential purpose.
11.4. Jurisdictional Limitations.
11.4.1. Certain states and jurisdictions may not allow limitations of liability or caps on damages in certain situations, so some parts of the above limitation may not apply to you. In such cases, the exclusions and limitations will apply to the maximum extent permitted by applicable mandatory law, and our liability will be limited or excluded as allowed under the applicable law.
APPLE iOS TERMS OF USE. By accessing or downloading a Project application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). These Terms shall prevail if there is a conflict with the Apple Terms.
GENERAL
13.1. Third Party Content. We may provide information about or links to third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Sites (collectively, “Third-Party Content”). We may provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Project does not control or endorse any Third-Party Content, and makes no representations or warranties regarding, any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Content. Your access to and use of such Third-Party Content is at your own risk and may be subject to additional terms, conditions, guidelines, policies, or rule (including terms of service or privacy policies of the providers of such Third-Party Content).
13.2. Relationship. At all times, you and we are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.
13.3. Trade Restrictions, Export Restrictions. You acknowledge that the Site, any information we supply you, and any other products, services, information, documentation, software, technology, technical data, and any derivatives thereof, that Project makes available pursuant to these Terms (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”). You may not access, use, export, re-export, divert, transfer, or disclose any portion of the Services or Software or any related technical information or materials, directly or indirectly, in violation of Trade Restrictions. You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site. If we determine in our sole discretion that you are actually or likely to be in violation of any representation or warranty set out in this Section, we have the right to terminate your use of and/or access to the Site immediately with or without notice to you.
13.4. Assignability. Unless prohibited by applicable law, you are not allowed to assign your rights or obligations under these Terms without obtaining our prior written consent. If consent is granted, these Terms will be binding upon your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms, except as explicitly stated in these Terms, will be considered void. On the other hand, we have the freedom to freely assign our rights, duties, and obligations under these Terms at any time, with or without providing notice to you.
13.5. Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent using: (a) skudaddy.com; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site for Project, with a copy, in the case of Project, to support@skudaddy.com. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section 14.5. Notices are deemed given upon receipt if delivered using skudaddy.com, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
13.6. Force Majeure. Except for any payment obligations, neither you nor we will be held liable for the failure to fulfill any obligation under these Terms if such failure is caused by a force majeure event. A force majeure event refers to circumstances beyond the party’s reasonable control, including acts of God, natural disasters, war, civil unrest, governmental actions, strikes, and other similar causes. In the event of a force majeure event, the affected party will notify the other party within a commercially reasonable time and will make commercially reasonable efforts to resume performance as soon as reasonably practicable. Any obligations that were not fulfilled due to a force majeure event will be fulfilled promptly once the force majeure event has concluded.
Mandatory Arbitration, Waiver of Class Actions. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
14.1. You acknowledge that these Terms have an impact on interstate commerce, and the interpretation and enforcement of the arbitration provisions in these Terms are governed by the Federal Arbitration Act. This Section 15.7 is intended to have a broad scope and applies to all disputes between us, including but not limited to claims related to any aspect of our relationship. These claims may arise from contract, tort, statute, fraud, misrepresentation, or any other legal theory. This section covers disputes that arose prior to these Terms or any previous agreements, as well as disputes that may arise after the termination of these Terms. The only exceptions to this broad provision are disputes related to certain intellectual property matters, as specified below.
14.2. Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If you have a dispute with us, you agree that before taking any formal action, you will contact us at support@skudaddy.com and provide a brief, written description of the dispute and your contact information (including your username if it relates to a skudaddy.com account). Except for intellectual property disputes, both parties agree to make reasonable efforts to settle any dispute, claim, question, or disagreement through direct consultation and good faith negotiations. Initiating a lawsuit or arbitration will be conditioned upon the failure of these efforts.
14.3. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided below) subject to these Terms as set forth below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or your use of the Site or information we supply shall be finally settled by binding arbitration. The applicable arbitration provider depends on where you live. If you are a California resident, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules, available at https://www.adrservices.com/services-2/arbitration-rules. If you are not a California resident, the arbitration shall be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.
14.4. Arbitrator’s Powers. The arbitrator, rather than any federal, state, or local court or agency, holds exclusive authority to resolve all disputes arising from or related to the interpretation, applicability, enforceability, or formation of these Terms. This includes any claims asserting that all or part of these Terms are void or voidable, whether a claim is subject to arbitration, or the question of waiver through litigation conduct. The arbitrator has the power to grant any relief that would be available in a court of law or equity. The arbitrator’s decision will be written, binding on the parties, and can be entered as a judgment in any court with competent jurisdiction.
14.5. No Jury Trial. The parties acknowledge that, without this mandatory arbitration provision, they would have the right to bring a lawsuit in court and have a trial by jury. They also understand that in certain cases, the costs of arbitration may exceed those of litigation, and the scope of discovery in arbitration may be more limited than in court.
14.6. Class Action Waiver. The parties agree that arbitration will be conducted solely on an individual basis and not as a class action or representative action. Both parties expressly waive their right to file or participate in a class action or seek relief on a class-wide basis. YOU AND PROJECT AGREE THAT ANY CLAIMS MUST BE BROUGHT INDIVIDUALLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If a court or arbitrator determines that the class action waiver in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then the arbitration provisions stated above will be null and void, and the parties will be deemed not to have agreed to arbitrate disputes.
14.7. Exception: Litigation of Intellectual Property. Despite the agreement to resolve all disputes through arbitration, either party may initiate enforcement actions, validity determinations, or claims related to theft, piracy, or unauthorized use of intellectual property in any state or federal court, or other governing body or authority with lawful jurisdiction. This includes filing claims with the U.S. Patent and Trademark Office to protect intellectual property rights (which encompasses patents, copyrights, moral rights, trademarks, and trade secrets, excluding privacy or publicity rights).
14.8. Survival. This Mandatory Arbitration and Waiver of Class Actions section will remain in effect even after the termination of your use of the Site or the information we provide.
14.9. Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and Project regarding the skudaddy.com provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Site (including the skudaddy.com) under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Project hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by Project.
14.10. Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A, without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and Project agree that Project is the proponent of these Terms. Notwithstanding your and Project’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in San Francisco, CA, as necessary to protect the party’s rights or property pending the completion of arbitration. You and Project submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco, California, U.S.A.
14.11. Language and Translations. Project may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will prevail.
14.12. Waiver. The waiver by either you or Project of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
14.13. Severability. If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
SUPPLEMENTAL TERM IN CERTAIN COUNTRIES
If you reside in any of the countries or regions listed below, the provisions stated below also apply to you. In the event of a conflict between the below provisions and the provisions in the main portion of the Terms above, the below provisions take precedence to the extent of the conflict.
15.1. California. 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.” This release includes the criminal acts of others.
15.2. New Jersey. If you are a New Jersey resident, the limitations in Section 10 specifically do apply to you.
15.3. Austria. If you are domiciled in Austria, Project shall be fully liable for intentional and gross negligence, as well as for any damages arising from injury to life, body or health caused by Project. In the case of liability for slight negligence, Project shall be liable only for breach of a material obligation (“Cardinal Duty”) and any such liability shall be limited to typical, foreseeable damages and shall not include liability for lack of economic results, loss of profit, or indirect damages. A Cardinal Duty in the meaning of this Section 16.3 is an obligation, the fulfillment of which is essential to the performance of these Terms and on the fulfillment of which the contracting party may therefore rely. If you are a consumer, nothing in these Terms affects your rights under mandatory Austrian law and these Terms will be interpreted, construed, and enforced in all respects in compliance with mandatory consumer protection laws of Austria. If you are a consumer, you may submit a claim to enforce your rights under these Terms to the competent courts in Austria. The offering of skudaddy.com is limited to businesses only. If you are a consumer in the sense of the Consumer Protection Act, you must not enter an agreement with skudaddy.com.
15.4. Belgium. If you are domiciled in Belgium, except in cases of intentional or gross negligence (including by its employees or agents), or of breach of essential obligations under the contract in the absence of force majeure, Project shall not be liable to you for any damages arising out of or related to any transactions or uses of the Services contemplated under these Terms. You will have the right to assign your rights or obligations under these Terms subject to you providing 30-day prior written notice to Project.
15.5. Germany. If you are domiciled in Germany, Project shall be fully liable for intentional and gross negligence, as well as for any damages arising from injury to life, body or health caused by Project. In the case of liability for slight negligence, Project shall be liable only for breach of a material obligation (“Cardinal Duty”) and any such liability shall be limited to typical, foreseeable damages and shall not include liability for lack of economic results, loss of profit, or indirect damages. A Cardinal Duty in the meaning of this Section 16.5 is an obligation, the fulfilment of which is essential to the performance of these Terms and on the fulfilment of which the contracting party may therefore rely. If you are a consumer, nothing in these Terms affects your rights under mandatory German law and these Terms will be interpreted, construed, and enforced in all respects in compliance with mandatory consumer protection laws of Germany. If you are a consumer, you may submit a claim to enforce your rights under these Terms to the competent courts in Germany.
SYSTEM REQUIREMENTS CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and Project may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.