Terms and Conditions

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and SK8, Inc. ("SK8," "we," "us," or "our"). By accessing or using SK8's website, platform, APIs, or any related services (collectively, the "Services"), you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use our Services.

Account Registration and Eligibility

To use certain features of the Services, you must create an account. You agree to provide accurate, complete, and current information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must be at least 18 years of age and have the legal capacity to enter into these Terms. You agree to notify us immediately of any unauthorized use of your account.

Use of Services

SK8 grants you a limited, non-exclusive, non-transferable, revocable license to access and use our data infrastructure services for your internal business purposes, subject to these Terms and any applicable order forms or service agreements. You agree not to: (a) sublicense, resell, or redistribute the Services; (b) use the Services to build a competing product; (c) reverse engineer, decompile, or disassemble any part of the Services; (d) interfere with or disrupt the integrity or performance of the Services; (e) attempt to gain unauthorized access to the Services or related systems; or (f) use the Services for any unlawful purpose.

Customer Data

You retain all rights, title, and interest in and to the data you submit to or process through the Services ("Customer Data"). You grant SK8 a limited license to use, process, and store Customer Data solely for the purpose of providing the Services to you. SK8 will not access, use, or disclose Customer Data except as necessary to provide the Services, prevent or address technical issues, or as required by law. Upon termination of your account, SK8 will delete your Customer Data within 30 days, unless a longer retention period is required by law or agreed upon in writing.

Payment Terms

If you subscribe to a paid plan, you agree to pay all fees specified in the applicable order form or pricing page. Fees are invoiced in advance on a monthly or annual basis (as selected) and are non-refundable except as expressly stated in these Terms or required by law. SK8 reserves the right to change pricing upon 30 days' written notice. Failure to pay fees when due may result in suspension or termination of your access to the Services. You are responsible for all applicable taxes.

Intellectual Property

All content, features, functionality, software, designs, trademarks, and documentation of the Services are owned by SK8, Inc. and are protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, or reverse engineer any part of our Services without prior written consent. Nothing in these Terms transfers any SK8 intellectual property rights to you. Any feedback, suggestions, or ideas you provide to SK8 about the Services may be used by SK8 without obligation or compensation to you.

Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Neither party will use the other party's Confidential Information except as necessary to perform under these Terms. Confidential Information does not include information that is publicly available, already known to the receiving party, independently developed, or rightfully received from a third party without restriction.

Service Level and Availability

SK8 will use commercially reasonable efforts to make the Services available 24/7, subject to scheduled maintenance and circumstances beyond our reasonable control. Specific uptime commitments, if any, are set forth in the applicable service level agreement (SLA) accompanying your order form. SK8 is not liable for any downtime or service interruptions caused by factors outside our control, including internet outages, force majeure events, or your equipment or network failures.

Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SK8 DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SK8 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SK8 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY. SK8'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SK8 IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless SK8 and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your Customer Data. SK8 will indemnify you against third-party claims alleging that the Services, as provided by SK8, infringe the intellectual property rights of a third party.

Termination

Either party may terminate these Terms by providing 30 days' written notice to the other party. SK8 may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably determine may harm SK8 or other users. Upon termination: (a) your right to access and use the Services ceases immediately; (b) you must pay any outstanding fees; and (c) SK8 will delete your Customer Data within 30 days, unless otherwise agreed or required by law. Sections regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English and the seat of arbitration shall be in the State of Delaware, United States. The arbitrator's decision shall be final and binding. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

Modifications to Terms

SK8 reserves the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services or by email at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

General Provisions

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision. Assignment. You may not assign these Terms without SK8's prior written consent. SK8 may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Entire Agreement. These Terms, together with any applicable order forms and the Privacy Policy, constitute the entire agreement between you and SK8 regarding the Services and supersede all prior agreements and understandings.

Contact Us

If you have questions about these Terms and Conditions, please contact us at:

SK8, Inc.
Email: legal@sk8.ai