Terms & Conditions
SKYLINE Cloud Services User Agreement
The terms and conditions set forth herein constitute the full and complete agreement between you and SKYLINE Cloud Services, Inc. ("SKYLINE Cloud Services"). By using SKYLINE Cloud Services consulting services, online services, websites, web services, any software developed by SKYLINE Cloud Services, or any other products or services of SKYLINE Cloud Services (together the "SKYLINE Cloud Services"), you agree to be bound by the terms of this Agreement for use of SKYLINE Cloud Services. The terms contained herein supersede and replace any other agreement or negotiation between you and SKYLINE Cloud Services, whether oral, written or otherwise, including any statements made to you by any representative of SKYLINE Cloud Services at any time with the sole exception of agreements physically signed by managing partners of SKYLINE Cloud Services and delivered by hand, mail, or FAX.
1. FEES
SKYLINE Cloud Services charges Account Set-Up Fees, Service Fees, and Consulting Fees where applicable. All such fees are subject to change with 10 days notice. A list of current fees is available on the SKYLINE Cloud Services website. Unless otherwise specified in any offer or promotion, the fees published on the SKYLINE Cloud Services website are applicable to all transactions between you and SKYLINE Cloud Services. Setup and Service Fees apply from the moment you place an order with SKYLINE Cloud Services. Consulting Fees apply under the terms of a Consulting Agreement.
SKYLINE Cloud Services reserves the right to offer subsequent promotional rates which may or may not be more favorable than the terms under which you entered this agreement. Any such periodic special rates shall not effect the then existing rights and responsibilities of each party. SKYLINE Cloud Services reserves the right to change the rate charged for any such fee under this agreement with 10 days notice. Promotional offers and rates may not be combined. To the extent that you qualify for any promotional rates or special offers offered by SKYLINE Cloud Services, these terms and conditions may be modified by the terms and conditions of the promotion or special offer. In such a case, the terms and conditions of the promotion, to the extent they differ from the terms and conditions expressed herein, govern. Past due accounts are subject to revocation of any or all discounts at SKYLINE Cloud Services sole discretion. If any of your accounts are past due in any three separate service periods, you grant SKYLINE Cloud Services the right to contact all users associated with your accounts for direct billing.
SKYLINE Cloud Services charges a non-refundable set up fee as well as its periodic service fee which in some cases may be refundable as further set forth elsewhere herein. Depending on the services you order from SKYLINE Cloud Services, SKYLINE Cloud Services may also charge you for additional fees and specifically reserves the right to institute additional charges upon notice to you. SKYLINE Cloud Services reserves the right to alter, change, amend or delete charges at its sole discretion. SKYLINE Cloud Services further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.
If you pay for SKYLINE Cloud Services through a reseller, terms regarding the resellers fees supersede the above part of this section with respect to such terms.
The above referenced Set-Up Fees and Services Fees are for your use of the SKYLINE Cloud Services hosting platform and for maintenance of this platform and support for your use of this platform. Additional software license fees apply for your use of software that you lease through SKYLINE Cloud Services pursuant to a separate license agreement, including any use of Microsoft Office, but excluding any use of Intuit products except those explicitly leased through SKYLINE Cloud Services.
2. PAYMENT OF FEES
Payment of Setup Fees and Service Fees must be made by credit card (American Express, Visa, MasterCard, and Discover) or bank transfer (bank transfer is available only upon approval, additional fees may apply). Payment for all Services are due at the commencement of any service period, unless specifically stated otherwise in the offer or promotion pursuant to which you have ordered or are ordering the SKYLINE Cloud Services. All payments shall be made in United States Dollars.
Payment by Credit Card or Bank Transfer: prior to activation of your user account and at any applicable time thereafter you authorize SKYLINE Cloud Services to charge the credit card provided by you or transfer funds from the bank account provided by you for the amount of the fees due for the agreed upon services, together with any applicable set-up charges, registration fees, bank transfer fees, or fees resulting from services provided in addition to or in excess of the previously agreed-upon limits, or any other charges outlined herein as may be applicable.
You authorize SKYLINE Cloud Services to charge the credit card provided by you or transfer funds from the bank account provided by you for all subsequent service period and other applicable fees on or during a reasonable period in advance of the commencement of any service period. It is your responsibility to provide SKYLINE Cloud Services with up-to-date credit card or bank transfer information that is sufficient to pay all fees due to SKYLINE Cloud Services when those payments are due. If for any reason the credit card or bank transfer information you provided is insufficient to pay any fees at the commencement of any service period, SKYLINE Cloud Services at its sole discretion will have the right to suspend and/or terminate your account under the TERMINATION section of this Agreement. Refusal or rejection of any charge or any portion thereof is grounds for account suspension and/or termination at the sole option of SKYLINE Cloud Services under the TERMINATION section of this Agreement.
Refunds of Service Fees will be made only for pre-payment of those Service Fees that relate to a service period with a commencement date that is after the effective date of termination of this agreement under the TERMINATION section of this Agreement, provided and only when pre-payment did not result in any discount or waiver of any fees. SKYLINE Cloud Services may grant refunds under any other circumstance it deems appropriate without waiving any other rights hereunder. SKYLINE Cloud Services is not responsible for refunds of any fees paid by you to any third party or delivery of any services purchased by you from any third party. The party that SKYLINE Cloud Services bills for use of the Services has the right to limit access to those Services.
If you pay for SKYLINE Cloud Services through a reseller, terms for payments to resellers supersede this section with respect to payment terms.
3. ACCEPTABLE USE
SKYLINE Cloud Services strictly enforces compliance with its acceptable use terms under this ACCEPTABLE USE section. You agree to use the SKYLINE Cloud Services in full compliance with the terms set forth below. Failure to so comply is cause for immediate suspension and possible termination under the TERMINATION section of this Agreement. You agree that:
a. you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government;
b. you will not take any action which encourages or consists of any threat of harm of any kind to any person or property;
c. you will not make or attempt any unauthorized access to any SKYLINE Cloud Services or accounts or Hosted Data (below) of any SKYLINE Cloud Services customer or disclose any such information without authorization;
d. you will not attempt to install any executable software on any SKYLINE Cloud Services hosting system without prior without written authorization from SKYLINE Cloud Services;
e. you will not make any inappropriate, illegal or otherwise prohibited communication to any Newsgroup, Mailing List, Chat Facility, or other Internet Forum;
f. you will not transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be "spamming" or "Mail Bombing," and you will not carry out any "denial of service" attacks on any other website or internet service;
g. you will not engage in any activity of any kind that causes harm to minors or to perform any activity which is likely to cause such harm;
h. you will not infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software;
i. your payment for Services used by a third party does not constitute your ownership of that party's data and that you will provide a copy of that party's data to that party on their written request as soon as practicable after receipt of such request;
j. you will not collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity's registration and/or subscription to your services, in which case you must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law, and you shall maintain records of any such consent throughout the terms of this agreement and for three years thereafter;
k. you will not undertake any action which is harmful or potentially harmful to SKYLINE Cloud Services or its infrastructure.
You are prohibited from violating or attempting to violate the security of the SKYLINE Cloud Services, including without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, ‘flooding’, ‘mail bombing’ or ‘crashing’, (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (e) taking any action in order to obtain services to which you are not entitled. Violations of system or network security may result in civil or criminal liability. SKYLINE Cloud Services will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting user(s) who are involved in such violations.
4. SOFTWARE LICENSE AGREEMENTS
You agree to comply with software license agreements for software that you lease through SKYLINE Cloud Services, such as Microsoft Office and the Windows Desktop, and will pay for all use of any such applications.
You agree to comply with software license agreements for all software that you use with SKYLINE Cloud Services but do not lease through SKYLINE Cloud Services, herein called "Manufacturer Licensed Software". Manufacturer Licensed Software includes but is not limited to QuickBooks, and Microsoft Volume Licensed software.
You attest that you are the legal owner of all license information that have provided or will provide to SKYLINE Cloud Services.
You grant SKYLINE Cloud Services the right to signal your acceptance of license agreements for Manufacturer Licensed Software. You agree that such license agreements are strictly between you and the software manufacturer and that SKYLINE Cloud Services has the right to signal acceptance, including your acceptance, of such software license agreements. You understand and accept that it is your sole responsibility to ensure that your use of Manufacturer Licensed Software with SKYLINE Cloud Services is in compliance with all software license agreements.
You understand and agree that SKYLINE Cloud Services is not offering Manufacturer Licensed Software on an application service provider or time-sharing basis, but rather leases the platform on which you use such software. You agree that the relationship of SKYLINE Cloud Services to such software license agreements is that of a consultant who maintains computers that are either leased or owned by you.
You grant SKYLINE Cloud Services the right to share with the software manufacturer of Manufacturer Licensed Software your respective license information including all license-related keys and numbers for all Manufacturer Licensed Software and all related services provided by the software manufacturer.
5. INTUIT
QuickBooks Software is © 2009-2017, Intuit Inc. All rights reserved. QuickBooks software is hosted by SKYLINE Cloud Services under license from Intuit Inc. SKYLINE Cloud Services is not affiliated with or endorsed by Intuit Inc. SKYLINE Cloud Services is solely responsible for the provision of all services on this website.
In addition to all other terms and conditions herein:
a. You agree to independently register your QuickBooks license directly with Intuit through Intuit’s normal registration process prior to providing accessing to the SKYLINE Cloud Services.
b. You grant SKYLINE Cloud Services the right to share your QuickBooks license information, including all license-related keys and numbers, payroll keys, and numbers, and number of users for which you provide such licenses, with Intuit for verification and tracking purposes.
c. you understand and agree that Intuit is not a party to this SKYLINE Cloud Services User Agreement;
d. you disclaim any liability by Intuit for the provision of QuickBooks hosting by SKYLINE Cloud Services;
e. you disclaim any warranties by Intuit for the provision of QuickBooks hosting by SKYLINE Cloud Services;
f. you understand and agree that Intuit is responsible solely for Intuit's software and services and is not responsible for any other products or services offered by SKYLINE Cloud Services or third parties.
g. you understand and agree that QuickBooks software is subject to sunsetting policies dictated by Intuit and upon receipt of notice by Intuit or SKYLINE Cloud Services that a particular version of the QuickBooks is being sunsetted that you shall be required to upgrade to the latest version of QuickBooks, unless Intuit expressly agrees to permit use of another non-sunsetted version of QuickBooks.
h. you understand and agree that except for those licenses that you bring to SKYLINE Cloud Services as a new SKYLINE Cloud Services customer that you must either lease QuickBooks licenses through SKYLINE Cloud Services, purchase QuickBooks licenses through SKYLINE Cloud Services, or obtain new QuickBooks licenses from Intuit’s National Accounts organization rather than through any other Intuit channels or resellers.
i. you understand and agree that all QuickBooks licenses that you lease through SKYLINE Cloud Services are valid only while you are a SKYLINE Cloud Services customer and that each such license may be disabled at any time after the user account to which they were assigned is no longer paid for through SKYLINE Cloud Services.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
SKYLINE Cloud Services make use of intellectual property of SKYLINE Cloud Services including but not limited to SKYLINE Cloud Services tools and technologies for infrastructure configuration, system virtualization, and customer service. You acknowledge that all right and title to any such SKYLINE Cloud Services property shall remain the sole property of SKYLINE Cloud Services and that you have no right, title or interest therein. You agree to receive written authorization from SKYLINE Cloud Services before performing any security analysis of any SKYLINE Cloud Services service. You agree not to (a) attempt to reproduce, reverse engineer, decompile, or disassemble any SKYLINE Cloud Services; (b) copy any software used in the delivery of the SKYLINE Cloud Services; (c) sell, lease, license or sublicense the SKYLINE Cloud Services or any software or documentation related thereto; or (d) use the SKYLINE Cloud Services to provide processing services to third parties or otherwise use the SKYLINE Cloud Services or related software on a ‘service bureau’ basis.
7. PRIVACY AND CONFIDENTIALITY
SKYLINE Cloud Services makes every reasonable effort to maintain the confidentiality of the data you transfer to, create on, and modify on the SKYLINE Cloud Services application servers ("Hosted Data"). These efforts include but are not limited to RDP encryption, username-based authentication, access control lists, and user rights restriction. You may at your discretion encrypt or password-protect Hosted Data using encrypted ZIP files, etc. SKYLINE Cloud Services will provide access to your Hosted Data only to those users you authorize (by username) and to SKYLINE Cloud Services support personnel. SKYLINE Cloud Services will not disclose Hosted Data to any other party except as required by law. Ownership of your Hosted Data remains exclusively with you and no rights to said data are transferred to SKYLINE Cloud Services unless so agreed separately. SKYLINE Cloud Services will not retain Hosted Data beyond the latter of either the end of the backup retention period (14 days) for said data or the termination of the last account associated with said data. You are responsible for verifying the integrity of your Hosted Data at least every 90 days.
Confidentiality of other information provided to SKYLINE Cloud Services is governed by the Privacy Policy posted on www.skylinecloudservices.com and such Privacy Policy is made a part of this agreement.
You are solely responsible for ensuring that your login information is utilized only by you or, if applicable, by your authorized employees and agents. Your responsibility includes ensuring the secrecy and strength of your passwords. SKYLINE Cloud Services shall have no liability resulting from the unauthorized use of your login information. If you do not change your password frequently, you increase the risk of your password being discovered by unauthorized parties. If login information is lost, stolen, or used by unauthorized parties or if you believe that your Hosted Data has been accessed by unauthorized parties, it is your responsibility to notify SKYLINE Cloud Services to request the login information be reset or unauthorized access otherwise be prevented. SKYLINE Cloud Services will use commercially reasonable efforts to effect such requests as soon as practicable after their receipt.
8. TERM
For fee based services, the initial term of this Agreement shall be one (1) month with automatic one (1) month renewal periods (each such month having twenty-eight (28) days, a "Contract Term"). SKYLINE Cloud Services reserves the right to accept pre-payment of renewal periods and may from time to time offer financial incentives for such pre-payment. The Contract Term, however, shall remain one (1) month.
Automatic renewal of this Agreement may be terminated at any time by either party upon thirty (30) days notice.
9. TERMINATION
For any reason set forth herein or in the event that you breach any term of this agreement, SKYLINE Cloud Services may suspend or terminate your account by deactivating any access to any information contained on the SKYLINE Cloud Services servers related to your account. Suspension hereunder shall specifically include the disabling of your hosted domain and/or any access to information or data related to your account. Service charges will continue to accrue on suspended accounts and you continue to remain responsible for the payment of any such charges during the period of suspension.
Either party may terminate this Agreement immediately and without further notice for cause. Cause for immediate termination exists (a) if any payment for SKYLINE Cloud Services is more than three (3) days overdue, (b) in case of any material breach of any of the provisions of this Agreement that is not cured within ten (10) days of the breaching party receiving notice thereof from the non-breaching party, or (c) any breach of the provisions of the ACCEPTABLE USE section of this Agreement.
If your use of the Services is paid for by or through a third party, you understand and agree that the third party has the right to have your account suspended or terminated at any time for any or no reason.
This Agreement and all of its terms shall remain in full force and effect until terminated. Following termination, you shall have a reasonable period of time, but no more than 30 days to access and download your information from the SKYLINE Cloud Services servers. Thereafter, SKYLINE Cloud Services servers may remove of any and all of your information from the SKYLINE Cloud Services servers and shall not be responsible for keeping any copies or records thereof.
In the event of any termination under this TERMINATION section, any service fees paid in advance beyond the next renewal date following the required termination notice period may be refunded to you. Such a refund shall not include any set-up fees or other fees which are all non-refundable.
Accounts that are five (5) days past due will be charged a $25 late payment fee. Accounts that are twenty eight (28) days past due shall be automatically suspended. Such accounts are subject to a $50.00 reactivation fee which shall be paid by Customer prior to reactivation of the account. In addition, account reactivation can require several business days. All past due and unpaid balances are subject to collection through collection agencies. In the event of such collection action, Customers are liable for costs of collection including but not limited to attorney's fees, court costs, and collection agency fees. Once an account has been submitted to a collection agency for collection, such account shall additionally be subject to a $200.00 debt collection fee which shall be paid by Customer prior to reactivation of the account.
10. NOTICE
Any notice under this Agreement given by SKYLINE Cloud Services to you shall be via email or telephone at the number provided by you to SKYLINE Cloud Services at the commencement of this Agreement or as SKYLINE Cloud Services is subsequently advised. Notice to you at this email address or telephone number is deemed sufficient regardless of your receipt of such email or telephone call.
You warrant that the email address and/or telephone number information you have provided to SKYLINE Cloud Services is and will remain accurate. You agree that you will inform SKYLINE Cloud Services of any changes to it within 15 days.
Any notice under this Agreement given by you to SKYLINE Cloud Services shall be via email at sales@skylinecloudservices.com or mail at 25 Riverside Drive Pine Brook NJ 07058. Notice to SKYLINE Cloud Services by email is deemed sufficient only upon confirmation from SKYLINE Cloud Services by email or registered mail receipt.
11. WARRANTEES; LIMITATIONS OF LIABILITY
SKYLINE Cloud Services uses reasonable efforts to maintain operation of the SKYLINE Cloud Services. However, because many events and circumstances are beyond the control of SKYLINE Cloud Services, SKYLINE Cloud Services does not in any way warrant or otherwise guarantee the availability of the SKYLINE Cloud Services system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of SKYLINE Cloud Services. SKYLINE Cloud Services may, at its sole discretion, limit or deny access to its servers, if, in the judgment of SKYLINE Cloud Services, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network, the software or the data stored on the SKYLINE Cloud Services servers.
ALL SKYLINE CLOUD SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. With the exception of the content found on SKYLINE Cloud Services websites, SKYLINE Cloud Services has no control over information contained on the Internet. SKYLINE Cloud Services, therefore, accepts no responsibility for any information which you may receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. SKYLINE Cloud Services provides no warranty for any goods or services which you obtain over the Internet, nor the compatibility of any such services with the SKYLINE Cloud Services system.
You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of illegal use of SKYLINE Cloud Services without regard to whether or not the material claimed to have been infringing is later found to be illegal.
THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE A SERVICE CREDIT EQUAL TO THE FEE PAID BY YOU TO SKYLINE CLOUD SERVICES AS PRO-RATED FOR THE PERIOD CORRESPONDING EITHER TO ANY DOWN-TIME OR, IF CANCELLING SERVICE, TO THE PERIOD OF SERVICE FOR THE REMAINDER OF THE MONTH OF YOUR FIRST ALLEGATION OF ENTITLEMENT TO SUCH REMEDY FOLLOWING SAID ALLEGATION, BUT IN NO EVENT TO EXCEED A SERVICE CREDIT VALUED AT $100.00. IN NO EVENT SHALL SKYLINE CLOUD SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES. IN NO EVENT SHALL SKYLINE CLOUD SERVICES BE RESPONSIBLE FOR ANY FEES PAID BY YOU TO ANY THIRD PARTY OR FOR ANY SERVICES RELATED THERETO.
12. INDEMNITY
You agree to fully defend and indemnify and hold harmless SKYLINE Cloud Services, its officers, directors, agents, resellers, and employees, in their official and personal capacities, of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of SKYLINE Cloud Services in any way related to your use of the SKYLINE Cloud Services or any portion thereof.
You agree to fully defend and indemnify and hold harmless SKYLINE Cloud Services, its officers, directors, agents, resellers, and employees, in their official and personal capacities, of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the SKYLINE Cloud Services or any portion thereof. Choice of counsel remains exclusively that of SKYLINE Cloud Services.
You agree that upon the assignment by SKYLINE Cloud Services of your login information such as a username and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your login information. You further agree to defend and indemnify and hold harmless SKYLINE Cloud Services of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential login information. Choice of counsel remains exclusively that of SKYLINE Cloud Services.
13. FORCE MAJEURE / WITHDRAWAL FROM BUSINESS
Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
In addition to any event of force majeure as described in the foregoing paragraph, SKYLINE Cloud Services may also terminate this Agreement in the event that SKYLINE Cloud Services elects, at its sole discretion, to cease doing business in the United States and/or Canada for economic reasons or for any other reason whatsoever. Customers who, at the time SKYLINE Cloud Services ceases doing business in the United States and/or Canada, are taking advantage of any SKYLINE Cloud Services offer for free services or any other services that were intended to go beyond the date of cessation (hereinafter, the "Extended Services"), may not recover any damages from SKYLINE Cloud Services (or any of its affiliated entities) in the event that they incur costs and expenses related to the cessation of the Extended Services, nor do such customers have, nor may they bring, any claim for repayment of such costs and expenses, including without limitation, fees paid to other hosting services for the balance of time remaining with respect to any SKYLINE Cloud Services offer of Extended Services. Customers receiving Extended Services at the time of cessation of business shall be entitled to a reimbursement of their pre-paid service fees, if any, except for Domain Services Fees, which are in always non-refundable as provided for elsewhere herein.
14. ASSIGNMENT
This agreement and the rights hereunder is not assignable or transferable except that SKYLINE Cloud Services may freely assign all of its rights hereunder to any person or entity who shall become a majority owner, or shareholder of SKYLINE Cloud Services or to any affiliated company or successor in interest of SKYLINE Cloud Services or an acquirer of substantially all of the assets of SKYLINE Cloud Services. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio. Upon any such assignment by SKYLINE Cloud Services to any other party, including to any affiliated company or successor in interest of SKYLINE Cloud Services, you have the right to terminate this Agreement by giving notice thereof in writing to SKYLINE Cloud Services and any such termination shall become effective thirty (30) days after the receipt of such notice by SKYLINE Cloud Services.
15. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
16. CHOICE OF LAW
This Agreement shall be interpreted under the laws of the State of New Jersey, without regard to any conflict of laws provisions. The parties hereby agree to the exclusive jurisdiction of the state and federal courts located in The State of New Jersey.
17. DISPUTE RESOLUTION
Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and decided by arbitration in the State of New Jersey, by a single arbitrator selected in accordance with the commercial arbitration rules of the American Arbitration Association. The person selected as arbitrator need not be a professional arbitrator and persons such as lawyers, accountants, brokers and bankers shall be acceptable; however, the arbitrator shall have substantial experience with respect to information technology and development. The arbitration proceeding shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then and there pertaining. Any party may initiate arbitration proceedings hereunder by providing written notice ("Demand for Arbitration") to the other party to such claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written award of the arbitrator shall be final and binding upon the parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including the federal district courts located in the State of New Jersey. All costs of any such arbitration shall be borne equally by the parties.
This Section shall not be construed to prohibit either party from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction, however, the arbitrator hearing the dispute to which the injunction pertains will have the power to modify or dissolve any such injunction, or to order additional injunctive relief, in connection with the final arbitration award. The parties, their representatives, other participants, and the arbitrator shall hold the existence, content, and result of any arbitration in confidence except to the extent necessary to enforce a final settlement agreement or to obtain and secure enforcement of or a judgment on an arbitration decision and award.
18. TRADEMARKS AND COPYRIGHT
Third party trademarks are property of their respective owners.
"SKYLINE Cloud Services" is a trademark of Blue Diamond Solutions, Inc.. All content of this web site is copyright of SKYLINE Cloud Services. You may not copy any content without SKYLINE Cloud Services written permission except under the terms of fair use or as required by law.
19. ACKNOWLEDGEMENTS
If you provide any third parties with information, including but not limited to web content, printed advertising, and electronic advertising, that directly links or refers to SKYLINE Cloud Services, said information must identify those services as "Powered by SKYLINE Cloud Services" and, if on a web page, such identification must also link to https://skylinecloudservices.com.
If you use SKYLINE Cloud Services as a sub-vendor to provide services to your customers, your user agreements must include the following text, with appropriate substitution of your business name for Your Legal Entity:
Your Customer understands and agrees that: a) Your Legal Entity may use sub-vendors to deliver its services, b) sub-vendors are not a party to Your Agreement, c) Your Legal Entity is not affiliated with or endorsed by its sub-vendors unless otherwise stated herein, d) Your Customer disclaims any liability by all sub-vendors related to services purchased through Your Legal Entity, and e) Your Legal Entity is solely responsible for the provision all services on Your Website.
Notwithstanding the above, all users of SKYLINE Cloud Services are a party to this Agreement and agree to the above with respect to any intermediary if using SKYLINE Cloud Services through such.
20. NO AGENCY
Nothing contained herein shall be interpreted as creating an agency, partnership or joint venture between SKYLINE Cloud Services and you.
21. AMENDMENT
SKYLINE Cloud Services may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the SKYLINE Cloud Services website in place of the old. Each and every such amendment shall be become effective immediately for users of SKYLINE Cloud Services including but not limited to all pre-existing and future accounts. It is your responsibility to periodically check the SKYLINE Cloud Services website for updates of this Agreement.
22. AFFILIATE COMMISSION PAYMENT
All commissions will be deemed final after one hundred eighty (180) days from the month earned. All disputes, notice for non-payment, or correction of assigned customers for any activity must be sent in writing to the company within one hundred eighty (180) from the month in question.
23. MISCELLANEOUS
Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
Any rights not otherwise expressly granted by this Agreement are reserved by SKYLINE Cloud Services.
