Effective Date: August 31, 2016
If You are using the Website on behalf of a company, entity, or organization (collectively, a “Subscribing Organization”) then You represent and warrant that You: (i) are an authorized representative or agent of that Subscribing Organization with the authority to bind such a Subscribing Organization to these Terms; (ii) have read these Terms in their entirety; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.
1.3 About Us
SKIO’s goal is to introduce new and upcoming artists to a larger audience than normally possible through traditional self-promoting techniques. SKIO offers a platform which enables artists to upload their music and other content (together “Content”) to Our Site and interact directly with interested Users to view, listen to, share, and download selected Content. Our Site also provides optional services for registered members to engage in the creative process by remixing and sound editing other artists’ music. SKIO provides a platform for connecting artists so that they can collaborate, remix, share, sell, transfer, and license their music.
PLEASE NOTE THAT THIS SITE AND THE SERVICES SERVE ONLY AS A PLATFORM TO CONNECT ARTISTS. SKIO CANNOT AND DOES NOT HAVE CONTROL OVER ANY AGREEMENTS FORMED BETWEEN USERS OF THE SITE OR SERVICES. CONSEQUENTLY, ANY RELATIONSHIP OR AGREEMENT FORMED AS A RESULT OF USING THIS SITE OR ITS SERVICES IS FORMED AT THE USER’S OWN RISK.
From time to time We may release new features, resources, or tools on the Site. Any new features, resources, or tools will be subject to these Terms and any updated version of these Terms as the case may be.
2.0 USE OF THIS SITE
By using the Site, You represent that You are at least 18 years of age or You are at least 13 years of age and have parental or legal guardian consent. Do not use this Site if You are a minor without the consent of Your parents or legal guardian. You also represent that Your use of the Site does not violate any applicable law, rules or regulations.
2.1 Membership & Accounts
2.2 Subscription Fees and Deal Fees
2.2.1 Subscription Fees
You can choose one of the two membership subscription options: (1) a Regular Membership and (2) a Premium Membership. The cost for each membership option is set out below:
a monthly fee of $49.99; or
an annual fee of $499.99
(each referred to as, the “Subscription Fee”)
a monthly fee of $99.99; or
an annual fee of $999.99.
In addition to other premium services, Membership allows Users to collaborate with or hire other Users to create new music and other works (“Deals”). The Site provides a platform through which Users can license to or from, or assume or assign ownership of, the rights to music and other content of other Users. As part of every Deal SKIO offers Users access to binding agreements, which deal with the intellectual property in the works being collaborated on or hired, through a seamless digital interface meant to make rights allocation quick and simple (“Template Contracts”).
Both Regular Members and Premium Members will be able to enter into an unlimited number of Deals while their membership is active with no additional fees per deal, save those set out in section 2.2.2 below. In addition, Premium Members will have access to additional functionality and features as set out on the Site from time to time.
Non-members will be able to enter into Deals on an “a la carte” basis at a price of $39.99 per Deal.
2.2.2 Deal Fees
When You enter into a Deal with another User, whether as a Member or through an “a la carte” Deal, You agree that SKIO shall be entitled to take a commission equal to ten (10%) percent of the funds used as consideration for the Deal (“Deal Fees”). SKIO, in its sole discretion, may round up or round down amounts collectable as commission from Deals to the nearest whole functional base unit of the currency used.
2.3 Deals: Sharing, Licensing, and Dealing with Your Content
If You are the true owner of the rights to Your Content, then You will continue to own those Content rights, including information and intellectual property, You post on, or upload to, this Site subject to the extent You have assigned, licensed, or otherwise transferred interest in that Content, and subject to any terms or conditions in these Terms. You can control how Your Content is shared, transferred, assigned, or licensed through Your Account settings, through interactions with other Users, and when negotiating Deals.
2.3.1 Template Deal Contracts
SKIO is designed to help You enter into Deals with other Users to monetize Your Content or earn money contributing to other Users’ Content. Our Template Contracts can be used for informational purposes when arranging Deals with other Users. You may set Your own terms and conditions for Your Deals with the informational assistance of one of Our Template Contracts. You can use these Template Contracts as a guide in setting the terms and conditions necessary to meet the Your needs as an artist and the needs of other Users/Members. Using the Template Contracts as a guide, You may also agree to grant to other Users of the Site and to other operators to which Your Content has been stored or shared a license to use, copy, repost, transmit or otherwise distribute, publicly perform, adapt, remix, alter, modify, prepare derivative works of, compile, make available and otherwise communicate to the public Your Content subject to the terms and conditions set by You in Your sole discretion.
THE TEMPLATE CONTRACTS ARE FOR INFORMATIONAL PURPOSES ONLY AND THEIR PROVISION DOES NOT CONSTITUTE LEGAL ADVICE NOR ARE THEY A SUBSTITUTE FOR LEGAL ADVICE. YOU SHOULD ALWAYS SEEK INDEPENDENT LEGAL ADVICE WHEN DEALING WITH ANY LEGAL ISSUES, INCLUDING WITHOUT LIMITATION, THE HANDLING OF INTELLECTUAL PROPERTY. YOU AGREE THAT OUR PROVISION OF THE TEMPLATE CONTRACTS DOES NOT FORM A LAWYER-CLIENT RELATIONSHIP WITH YOU NOR DOES IT FORM ANY LEGAL RELATIONSHIP BETWEEN US AND YOU WHATSOEVER EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS. SKIO DOES NOT PUT ITSELF OUT AS A LEGAL PROFESSIONAL OR LEGAL EXPERT IN ANY WAY WHATSOEVER.
Please note that SKIO is not a party to any of the Template Contracts and Your decision to use the Template Contracts is made entirely at Your own risk. SKIO provides the Template Contracts on an “as is” basis. We make no representations, guarantees, or warranties regarding the suitability, accuracy, or validity of the Template Contracts for Your intended purposes.
2.3.2 Use of Digital Signatures
In order to complete Deals, You will need to accept the terms and conditions of the Deal as expressed in a digital document (for example a Template Contract). You agree and acknowledge that by clicking to accept the terms and conditions of the Deal you signify your intention to be legally bound to the terms and conditions of the Deal. You further agree and acknowledge that clicking in acceptance of Deal terms is the same as the mark you customarily use to identify yourself in an online context and legally sufficient to show your intention to be bound.
2.3.3 Cancelling Deals and Refund Policy
If a Deal is terminated by one or both of the parties, and one of the parties is entitled to a refund as a result of such cancelation, both parties must notify SKIO by email at email@example.com with the subject line “Deal Termination,” quoting the deal license ID number (found on the URL of the deal page for the Deal) and setting out the amount to be refunded and the party it is to be refunded to. Upon receipt of this email SKIO will email both parties acknowledging the request. Within thirty (30) days of emailing the parties with acknowledgment of the request SKIO will refund the funds requested to the party at issue. Notwithstanding the foregoing, please note that Deals entered into under the Buy it Now Program are final, and no refunds will be issued in relation to such Deals.
SKIO will withhold a fee in the amount of 4% of any funds refunded (the “Processing Fee”). SKIO charges this 4% Processing Fee to cover payment processing and banking costs associated with facilitating refunds.
SKIO will not provide refunds for Subscription Fees.
You agree that SKIO is under no obligation to refund to You any monies, fees, payments, or funds expended in relation to Your Account should Your Account be terminated or suspended in connection with a violation of the these Terms.
You may terminate Your Account at any time. If You terminate Your Account, You will not be entitled to the refund of Subscription Fees or payments. If We terminate Your account in connection with Your violation of these Terms, SKIO will not refund You any Subscriptions Fees.
SKIO provides a valuable service in introducing You to other artists and creators and you agree and that by using this Site you will not circumvent it with respect to Deals after You initiate communication with another User on this Site regarding a potential Deal. You may not form any Deal with that User except through the means SKIO provides on this Site. You agree that this specific provision relating to circumvention shall persist even upon termination of Your Account or Membership with SKIO for whatever reason. You further agree that this restriction is fair and reasonable and necessary to protect SKIO’s business.
2.4 Buy It Now Program (Instant License)
The buy it now program (the “Buy It Now Program”) on the SKIO platform allows you to produce remixed version(s) (the “Remix(es)”) of master recording(s) (“Master(s)”) owned by third party content providers (each an “Owner” or “Content Provider”), pursuant to the terms provided by such Owner for the Master(s) concerned (each an “Offering”).
The Buy It Now Program also operates under a number of alternate names, including Instant License, Instant Remix, and Instant Sync and may be referred to by these alternate names on the Site and in our marketing materials. Any references to these alternate names on our Site and in our marketing materials are references to the Buy It Now Program. These Terms, including section 2.4 thereof, apply to the Buy It Now program regardless of the name it is referenced by on our Site and in our marketing materials. We may change or add to the alternate names by which the Buy It Now Program is referred to at any time.
The terms of the Buy It Now Program set out in this section 2.4 of the Terms (the “Buy It Now Program Terms”) are subject to the applicable content provider agreement entered into by SKIO and the Owner whereby an Owner agrees to make a Master available through the Buy it Now Program (a “Content Provider Agreement”) and accordingly, prices and availability of Masters through the Buy It Now Program are subject to change at any time. In the event of a conflict between the terms of a Content Provider Agreement and these Terms, the terms of the Content Provider Agreement shall prevail.
SKIO may, at its discretion, modify, suspend, or discontinue the Buy It Now Program (or any part or content thereof) at any time with or without notice to You, and SKIO will not be liable to You or to any third party should it exercise such rights.
In the event that You have already purchased a license through the Buy it Now Program and the Buy it Now Program Terms are subsequently amended, the Buy it Now Program Terms in place at the time you purchased Your license shall continue to apply to such license, regardless of any subsequent amendments.
2.4.2 Remix Requirements
In order to participate in the Buy It Now Program, You must comply with the following requirements (“Remix Requirements”), provided however that all Remix Requirements shall be subject to the applicable Offering:
Upload final versions of the Remix(es) to the SKIO platform, on or before the delivery date as specified by the Offering, in a WAV audio file format;
Submit or upload to the SKIO platform any so-called project file(s) in connection with the Remix(es) if and as requested by SKIO (which project files may include any session files, documentation, clearances and licenses).
Provided that You comply with the Remix Requirements, You shall have a non-exclusive, royalty-free, and non-transferable license, subject to any limitations contained within the Offering, to exploit the Remix(es) solely for promotional purposes relating to your career as a remixer in the music industry and only on the following platforms: (a) SoundCloud; (b) YouTube; (c) Facebook; (d) Twitter; (e) Instagram; and (f) SKIO. For the avoidance of doubt, Owner shall retain the sole and exclusive right to monetize the Remix(es) on any such platform.
2.4.4 Ownership; Proprietary Rights
You acknowledge that Owner is and shall be deemed the sole author of the Remix(es) for all purposes and the sole owner of all rights therein of every kind or nature whatsoever, whether now known or hereafter devised, throughout the universe in perpetuity in all languages. The Remix(es) created (specifically including the copyright in the musical composition embodied on the Master [the “Composition”] to the extent of your contributions thereof) shall, from the inception of its creation, be considered a “work made for hire” for Owner within the meaning of the U.S. Copyright Act, specifically ordered or commissioned by Owner and/or a work made “in the course of employment” for the Owner pursuant to Canada’s Copyright Act, as applicable. If it is determined the Remix(es) does not so qualify, then such Remix(es), together with all rights in it (including, without limitation, the sound recording copyright and the copyright in the Composition to the extent of your contributions thereof), shall be deemed transferred to Owner by this Agreement, free of any claim whatsoever by You or by any persons deriving any rights or interests therefrom. You acknowledge and agree that You did not contribute to any of the Compositions in any fashion (i.e., as a joint author or otherwise) and did not author or compose any portion of a Composition. You may not claim any right, title and interest in and to the Composition(s) and will not be entitled to any payment whatsoever in connection with the exploitation of the Composition(s). You also agree to irrevocably waive all Your moral rights in the Remix, including the Composition.
2.4.5 Representations and Warranties
You represent and warrant that:
None of your contributions to the Remix(es) shall infringe upon the copyright or violate the rights of any other party;
You are free and legally permitted to enter into and to perform under the Buy It Now Program Terms;
You have obtained (or will obtain) all necessary licenses, approvals, consents and permissions in connection with the material incorporated into the Remix(es) which is contributed by You;
The Buy It Now Program Terms, will not interfere with any contract to which you are a party;
You have carefully read the Buy It Now Program Terms, know the contents hereof and understand that by participating in the Buy It Now Program you are entering into a binding legal agreement irrevocably assigning copyright and other intellectual property rights you may have in the Remix(es), and signs the same freely and voluntarily; and
The Remix is not being created pursuant to any union or guild agreement and You agree to indemnify and hold Owner, its licensees, designees and assigns harmless from any and all guild and union fees, residuals, re-use fees, contributions and similar payments as a result of the production or exploitation of the Remix.
Further and in addition to section 10 of these Terms, You will indemnify and defend Owner, and its respective successors, licensees and assigns from and against any and all liabilities, losses, damages or costs (including, without limitation, reasonable outside attorneys’ fees) arising out of any third party claim based on the breach of any of the representations, warranties or agreements made by You in these Buy It Now Program Terms.
2.5 Keeping Your SKIO Account Secure
You alone are responsible for protecting the security and confidentiality of Your Account information. You are solely responsible for any activity occurring in relation to Your account, whether or not You authorized such activity.
If You have reason to believe Your Account has been compromised, You must immediately notify SKIO or the administrators of this Site in writing at firstname.lastname@example.org Upon receipt of Your notification, SKIO will work to remedy the problem. If your Account can’t be saved, SKIO reserves the right to terminate Your account without any refund to You of monies, fees, payments, or funds expended in relation to Your Account. You agree that SKIO shall not be held liable for any injury, harm, loss, expense, cost, or damage suffered as a result of terminating Your Account.
3.1 User Content
Throughout these Terms We discuss User Content and what can or cannot be done with it, and the rights, obligations, and liabilities associated with it. Generally speaking, Content includes any User created media, data, or intellectual property. For example, content includes, among other things, the following file formats:
- .als (Ableton Live)
- .pt5, .ptf, .pts, .ptt, .ptx (Pro Tools)
- .cpr (Cubase)
- .flp, .fst, (Fruityloops)
- .rfl, .rns, .rsn,(Reason)
- .logic, .lso, .omf, .logicx (Logic Pro)
- .rpp (Reaper)
- .npr (Nuendo)
SKIO takes no ownership interest in Your Content. By using this Site, You expressly acknowledge and agree that You are solely responsible for Your Content.
3.2 Copyright & Grants of Licences
Except as otherwise expressly permitted herein, You may not upload, post, publish, reproduce, copy, modify, transmit or distribute in any way any component of the Site itself or derivative works with respect thereto, as the Site is copyrighted as a collective work under Canadian copyright laws.
Subject to any license or assignment of Content pursuant to section 2 of these Terms any and all Content, including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, You upload and own shall remain Yours solely to own and control. SKIO does not claim nor will it claim any ownership or right to User Content and such User Content remains the sole property and responsibility of the User as between the User and SKIO. However, by uploading and/or posting Your User Content to the Site, You hereby expressly grant SKIO a limited, worldwide, non-exclusive, royalty free, transferable, sub-licensable, fully paid up, license to use Your User Content for making posts to the Site’s landing page for promotional purposes. Adjusting Your profile settings allows You to “opt-in” or “opt-out” of the use of Your User Content for promotional purposes. Furthermore, You grant Us a limited, non-exclusive, transferable, sub-licensable, royalty-free, fully paid up, worldwide license to use any and all of Your uploaded Content as needed for the proper functioning and marketing of this Site including without limitation to store Your Content on Our servers or the servers We lease or rent. This license ends when You delete Your Content or terminate Your Account.
The license You grant is on an ongoing basis; however, after You delete Your Content from the Site, We will make commercially reasonable efforts to remove such specific deleted User Content from further distribution on the Site as soon as practicable. Please note that deleted User Content may persist in archival copies on the Site servers for a reasonable period of time.
4.0 USER CONDUCT
4.1 Your Music and other works
You agree that You shall not upload, post or transmit to, or distribute, or otherwise publish through the Site any Content or materials that:
are protected by copyright, or other proprietary or intellectual property right, or derivative works with respect thereto, unless You are the owner or licensee of that Content and retain all necessary rights needed to deal in that Content on this Site by first obtaining permission from the copyright owner if required;
restrict or inhibit any other User from using and enjoying the Site;
could constitute, facilitate or encourage conduct that could constitute a criminal offence or give rise to civil liability of any nature; or
contain a virus, malware, spyware, or other harmful component, advertising of any kind, or false or misleading indications of origin or statements of fact.
4.2 Your use of the Site
You also warrant and agree that You shall not:
- impersonate or misrepresent Your affiliation with any other person or entity;
- upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes other than according to these Terms and other than as expressly permitted by the provider of such information or other material;
- engage in spamming, flooding or promote or distribute any unauthorized advertising;
- misrepresent works as Your own or misrepresent the popularity of any of Your works;
- store, collect, scrape, lift, download, or retain Content from the Site in a separate destination that in any way replicates substantially material offered from the Site except as these Terms permit;
- engage in any conduct that would could constitute a criminal offence or give rise to civil liability of any nature;
- use Your Account for any unlawful or unethical purpose or in violation of these Terms.
- facilitate, aid, abet, or promote any conduct that could constitute a criminal offence or give rise to civil liability of any nature;
- enter into or form Deals with Users You came into communication with as a result of Your access to, or use of, this Site except by using this Site in conjunction with the means SKIO provides to form such Deals;
- use, sell, trade, gift, or transfer any of the Template Contracts outside the confines of this Site;
- use the Account, username, email address or password of another Member at any time or to disclose Your password to any third party;
- Cancel Deals without good reason or excessively cancel Deals before delivery of the musical work;
- attempt to gain unauthorized access to Our computer system or other computer systems through the Site;
- infringe the intellectual property rights of any other person or entity; or
- create or use any personalized URL in a format similar to “www.skiomusic.com/username” (a “Personalized URL”) through functionality provided by the Site if doing so would result in a breach of the Terms.
4.3 Your Interaction with Other Users
SKIO will provide Users with various methods to communicate with other Users on the Site (“Communication Platforms”). Communication Platforms may include, among other things, forums, an in-Site messenger service for private messages, the content of Personalized URLs and public walls on Users’ profiles. We want to keep SKIO a fun, safe place to share and create music and other content. For Our Communication Platforms to work properly, we all need to treat each other in a civilized considerate way. The following rules and guidelines apply when using Our Communication Platforms.
No Offensive Content – Site Users may not communicate Content that is obscene, vulgar, hateful, threatening, racist, sexually explicit, discriminatory, sexist, or otherwise in violation of international laws or laws where You reside. This includes any links in Your signature, avatar, or profile. Site administrators and moderators reserve the right in their sole discretion to decide if content posted on or communicated through the Site is in violation of this Community Code of Conduct. Offensive posts will be removed, and the User posting offensive Content will be warned and may be barred from accessing the Site or some of its features.
No Spamming or Advertising – Site Users may not post or communicate Content on the site that may be deemed, in the sole discretion of the Site administrators or moderators, to be spam, promotions, or advertising for things outside the scope of this Site. Of course, promoting and advertising Your own music is permissible and encouraged – spamming, however, is not.
No Insulting or Inflaming Content – Please do not post anything that insults, harasses, belittles, threatens, or inflames another User or non-User of this Site. Criticism of music is welcome, but only where it is constructive. Please do not use offensive language. Please do not use language that baits or trolls other Users to react in a negative manner. Please do not respond to flaming or trolling – people engaging in such activity are seeking responses to their inflammatory posts and are best ignored. If You have a complaint, please notify a Site administrator or moderator or send us an email at email@example.com.
No Defamatory Posts – Do not post anything that could be libelous or defamatory to another person or business, or post merely to cause harm to another person or company.
No Disclosure of Private Information – Do not post, share, or communicate real names, e-mail addresses, contact information, or other personal identifiers belonging to anyone unless (a) they’re already publicly available, or (b) You have received express consent from the person to whom they belong. Do not post, share, or communicate the content of e-mails, private messages, chat logs, or other types of messages without the express consent of all parties involved in that message.
Communications made through the Site’s Communication Platforms express the views of the author only and do not reflect the view of SKIO or its directors, officers, employees, consultants, shareholders, affiliates, assigns, agents, contractors, sponsors, representatives, and licensors.
We will use commercially reasonable efforts to remove objectionable material, within a reasonable timeframe, if We determine removal is necessary. While We will attempt to remove or edit any generally objectionable material as quickly as possible, it is impossible to review every posting made on Our Communication Platforms. Furthermore, many of the communications made through the Communication Platforms are of a private nature and SKIO will not review them unless a User files a complaint. SKIO is not responsible for any communications made through Our Communication Platforms.
5.0 Payment Processing
Any payments You make to SKIO are processed by Stripe, the company that operates Stripe.com. Stripe is a leader in social payments and works with some of the largest companies on the Internet.
We may act as an intermediary by holding funds payable pursuant to a Deal in escrow (“Escrow Funds”) on behalf of one party until we obtain instructions from that party to release or transfer these funds. Any disputes regarding entitlement to such Escrow Funds must be resolved by the parties, and SKIO will not mediate or otherwise resolve such disputes between the parties.
Escrow Funds obtained from You pursuant to a Deal are held in a segregated account in escrow and will never be comingled with SKIO’s operating funds or other monies. You are not entitled to any interest on any funds held in escrow by Us on Your behalf.
6.0 Site Monitoring & Conduct External to the Site
6.1 On Site Activity
We have no obligation to monitor any Content available on or through the Site and We assume no such obligation. You acknowledge and agree, however, that We do retain the right to monitor the Site and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site properly, or to protect Ourselves or Our users.
You agree to defend, indemnify and hold the site proprietors and their directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from Your use of the Site or the placement or transmission of any message, information, software or other materials through the Site by You.
We also reserve the right to terminate Your access or membership to the Site in the event that You use a competitor site or such alternate sites which perform substantially similar services as We provide or for such other reasons as We may determine in Our sole discretion.
6.2 Third-party Websites, Links and Services
Our Site or related services may contain links to other third party websites, services, products, or content that We do not own, control or license. We make no endorsements, representations, guarantees, or warranties with respect to any third party websites, services, products, or content. If You click-through on any link posted on this Site, You do so at Your own risk and agree that SKIO (including, but not limited to, its owners, directors, officers, agents, and employees) are not liable in any manner for any harm (including emotional harm), injury, cost, damage, or loss You may suffer as a result of doing so.
You acknowledge and agree that We have no responsibility for the accuracy or availability of information third party websites provide of which You may link from the Site (“Linked Sites”). Links to Linked Sites, which may be via invites from other users or from SKIO directly, do not constitute an endorsement by or association with Us of such sites or the content, products, advertising or other materials presented on such sites. We do not author, edit, or monitor these Linked Sites. You acknowledge and agree that We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, information, products, or services available on such Linked Sites.
7.0 DISCLAIMER OF WARRANTIES
BY USING THIS SITE OR SERVICES PROVIDED BY OR THROUGH SKIO, YOU AGREE TO DO SO AT YOUR OWN RISK. THE SITE AND ALL CONTENT, MATERIALS, TEMPLATE CONTRACTS, FUNCTIONS, PRODUCTS, SERVICES, AND ALL RELATED USES THEREOF, ARE PROVIDED ON AN “AS IS,” BASIS. WITHOUT LIMITING ANYTHING IN THESE TERMS, THIS SITE AND ALL CONTENT, MATERIALS, TEMPLATE CONTRACTS, FUNCTIONS, PRODUCTS, SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATIONS, GUARANTEES, CONDITIONS (EXCEPT THOSE EXPRESSLY PROVIDED HEREIN), OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, VALIDITY OR CONTENT OF INFORMATION, AND ANY WARRANTIES OR CONDITIONS (EXCEPT THOSE EXPRESSLY CONTAINED HEREIN) OF TITLE, NON-INFRINGEMENT, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE, ITS QUALITY, FUNCTIONS, FEATURES, SERVICES, PRODUCTS, INFORMATION, TEMPLATE CONTRACTS, DEALS, OR CONTENT INCLUDING WITHOUT LIMITATION THAT THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED, APPROPRIATE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN NOR IS ANY ADVICE, RESULTS, OR INFORMATION OBTAINED BY YOU FROM US LEGAL ADVICE. IF YOU ARE DISSATISFIED WITH THE SITE OR ITS RELATED SERVICES, YOU AGREE THAT YOUR SOLE AND ONLY REMEDY IS TO DISCONTINUE USING THE SITE.
YOU UNDERSTAND THAT SKIO AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, SPONSORS, REPRESENTATIVES, AND ASSIGNS HAVE NO CONTROL OVER THE QUALITY, SUITABILITY, VALIDITY, ACCURACY, OR SUBSTANCE OF THE CONTENT UPLOADED OR SHARED BY USERS AND DEALS CREATED BY USERS.
SKIO DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT THE DEAL YOU CREATE WITH ANOTHER USER WILL ADEQUATELY ASSIGN OR LICENCE YOUR CONTENT NOR CAN SKIO GUARANTEE THE VALIDITY OF ANY ASSIGNMENT OR REGISTRATION OF CONTENT MADE ON THE SITE. WE CONTROL AND OPERATE THIS SITE FROM OUR OFFICES IN THE PROVINCE OF BRITISH COLUMBIA, CANADA. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE TEMPLATE CONTRACTS, INFORMATION, OR CONTENT ON THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. PERSONS WHO CHOOSE TO ACCESS THIS SITE FROM OTHER LOCATIONS DO SO ON THEIR OWN INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE.
8.0 LIMITATION OF LIABILITY
BY USING THIS SITE OR ITS RELATED SERVICES YOU UNDERSTAND AND AGREE THAT YOU AND YOUR AGENT(S), SUCCESSOR(S), AND HEIR(S) SHALL NOT PURSUE ANY LEGAL CLAIMS WHATSOEVER AGAINST SKIO AND ITS OWNERS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, LICENSORS, SPONSORS, REPRESENTATIVES, AFFILIATES, AND ASSIGNS AND FURTHER AGREE THAT SKIO AND ITS OWNERS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, LICENSORS, SPONSORS, REPRESENTATIVES, AFFILIATES, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COMPENSATORY, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, ECONOMIC LOSS, LOSS OF REPUATION, LOSS TO PROPERTY, LOSS OF GOODWILL, LOSS OF DATA, OR ANY OTHER INTANGIBLE OR TANGIBLE LOSS, HARM, INJURY, DAMAGE, OR COST (EVEN IF SKIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
- YOUR USE OF THIS SITE; OR SKIO’S, SERVICES, PRODUCTS, OR CONTENT;
- THE INABILITY TO USE THIS SITE AND/OR ITS RELATED SERVICES, PRODUCTS, OR CONTENT DUE TO ANY CAUSE;
- INFORMATION OR ADVICE OBTAINED FROM THIS SITE OR ITS RELATED SERVICES;
- USE OR FAILURE TO USE A TEMPLATE CONTRACT AS PROVIDED BY SKIO;
- UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, OR CONTENT;
- LOSS OR DAMAGE TO YOUR DATA OR CONTENT;
- USE OF OTHER USERS’ CONTENT, SERVICES, PRODUCTS, ADVICE, OR INFORMATION;
- TRANSACTIONS OR INTERACTIONS WITH USERS OF THIS SITE OR WITH SKIO;
- DELIVERY OF PHYSICAL STORAGE MEDIA TO SKIO;
- ANY OTHER MATTER RELATING TO THIS SITE, SKIO, OR RELATED SERVICES PROVIDED BY SKIO; OR
- YOUR INABILITY TO CONCLUDE, ENTER INTO, EXECUTE, PERFORM, OR ENFORCE A DEAL DUE TO YOUR ACCOUNT BEING TERMINATED, SUSPENDED, OR DELETED IN ACCORDANCE WITH THESE TERMS.
8.2 Content Liability
BY USING THIS SITE, YOU UNDERSTAND AND AGREE THAT ANY AND ALL LIABILITY WHICH MAY RESULT OR ARISE, WHETHER DIRECT OR INDIRECT, FROM ANY CONTENT SHARED, POSTED, OR UPLOADED TO THIS SITE IS HEREBY WAIVED AND EXCLUDED BY SKIO. WITHOUT LIMITING THE GENERALITY OF THESE TERMS, YOU UNDERSTAND AND AGREE THAT SKIO AND ITS OWNERS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, LICENSORS, SPONSORS, REPRESENTATIVES, AFFILIATES, AND ASSIGNS SHALL NOT BE HELD LIABLE FOR ANY OF YOUR CONTENT THAT INFRINGES INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHT, VIOLATES PRIVACY LAWS OR RIGHTS, VIOLATES CONTRACTUAL RIGHTS, CONSTITUTES A TORT, IS DEFAMATORY, OBSCENE, CRIMINAL, OFFENSIVE, OR IN VIOLATION OF PUBLIC STANDARDS OF DECENCY.
8.3 IP Liability
You agree acknowledge that if an assignment or license of copyright made between You and another User is subsequently found to be invalid, You waive Your right to bring an action against SKIO for any damages actual or threatened which may be associated with the invalid assignment or license and SKIO assumes no liability for same.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL SKIO BE LIABLE FOR, OR IN CONNECTION WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED, SHARED, OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL LIABILITY OF SKIO TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNTS PAID BY YOU TO SKIO OR TEN CANADIAN DOLLARS (CDN $10.00).
9.0 THE USE OF EXTERNAL PLATFORMS FOR MEDIA IMPORT AND EXPORT
You may send SKIO physical storage media (the “Media”) that We may use to either (a) transfer data contained on the Media into supported storage services (such as, Amazon S3, Amazon EBS, and Amazon Glacier by way of example only) as Your User Content or (b) transfer some or all of Your User Content to the Media (such data contained on Media either before or after transfer, “Data”) and provide the Media to You.
You acknowledge that any transfers to and from Media are subject to You complying with all specifications and documentation for either Amazon Web Services Import/Export (including the AWS Import/Export Pack and Ship Check List), or any other such mass media transferring platform (“MMTP”) as SKIO designates, as posted by Us and updated by Us from time to time on the SKIO Site, including Media, shipping and encryption requirements. You will be solely responsible for all shipping and handling costs (including costs of freight and transit insurance) for shipping Media to or from Us. You are responsible for payment of all customs, duties, taxes and other charges in connection with Media being shipped to or from Us.
You will bear the entire risk of loss of, or damage to, any Media (including Data) while in transit and You are solely responsible for obtaining insurance at Your expense. We have no liability or responsibility with respect to any delay, damage or loss incurred during shipment, including loss of Data.
As between SKIO and You, You will retain title to any Media We receive from You and store as part of AWS Import/Export or MMTP. You supply Us with Media and Data entirely at Your own risk. We are not responsible for and will not be held liable for any damage to Media or any loss of Data. Our confirmed receipt of delivery does not:
- indicate or imply that any Media or Data has been delivered free of loss or damage, or that any loss or damage to any Media or Data later discovered occurred after confirmed receipt of delivery;
- indicate or imply that We actually received the number of units of Media specified by You for such shipment; or
We reserve the right to impose, and change, from time to time, volume limitations on the delivery of Your Media, and You will comply with any of these restrictions or limitations.
We recommend that You back up Data prior to delivery to Us. Your Data should not include live or production data or any other data that You are not prepared to lose. For avoidance of doubt, Your User Content includes Data.
You represent that You have all necessary rights to:
- provide the Media and Data to Us for upload into supported storage services; and
- authorize Our transfer of any Data You specify to the Media.
You represent and warrant that import or export of the Media or Data to or from Us does not require a license under the laws or regulations of any country.
You agree that We may reproduce Data as necessary to transfer it between Media and supported storage services.
Use of AWS Import/Export or MMTP requires use of a supported storage service. You are responsible for the separate fees You accrue for storage services.
- the Media (whether or not title has transferred to Us) and Data, including any personal injury, death or property damage (including any damage caused by malicious or harmful code included in Data);
- any sales, goods and services, use, excise, import, export, property, value added or other taxes or duties assessed or imposed on Us or Our affiliates in connection with or as a result of the storage, shipping or other actions by Us taken with respect to the Media or Data; and
- any legal or regulatory violation, arising under the laws or regulations of any country, related to import or export of the Media or the Data.
Once AWS Import/Export or MMTP services are complete, We will return the Media to You. We may return Media to You for any reason, including upon termination of Your Account or the AWS Import/Export or MMTP service. Returned Media will be sent to Your designated shipping address. Media shipped to Us for import into or export from supported storage services in the EU (Ireland) Region must originate from and be returned to an address within the European Union. If We have an out-dated, incorrect or prohibited address for You, We will attempt to notify You and You will have thirty (30) calendar days from the date We provide notification to supply a substitute address. If You do not supply a substitute address within thirty (30) calendar days of notification, the Media will be deemed Unsuitable Media subject to disposal. We may erase Data and dispose of Media in any manner and We have no obligation to reimburse or compensate You for any loss of Media or Data due to Our disposal.
We will not act as the importer of record for Your shipments of Media or Data. If We are importing or exporting Your shipments of Media or Data into the Asia Pacific (Singapore) Region, You will not act as the importer of record and You represent and warrant that: (a) You are not a resident of Singapore; (b) You have a business establishment or fixed establishment outside of Singapore and not in Singapore; (c) You are domiciled outside Singapore if You have no business or fixed establishment in any country; and (d) You are not registered or required to be registered for GST in Singapore.
You will notify Us if, at any time, You are using the AWS Import/Export or MMTP service to ship Media or Data into the Asia Pacific (Singapore) Region and You are not acting as the importer of record, and You become unable to make any of the above representations and warranties.
If You are not acting as the importer of record on Your shipment of Media or Data to the Asia Pacific (Singapore) Region, then the Media or Data must (i) be returned to a location outside of Singapore, (ii) be exported on an FCA basis; and (iii) You must be importer of record in the country that the Media or Data is returned to.
- any action You take or fail to take, including but not limited to torts, civil wrongs, or criminal wrongs, that You commit, facilitate, encourage, or participate in while using Our Site or related services;
- Your violation of these Terms;
- Your violation of Our Community Code of Conduct;
- Your violations of an applicable law or regulation;
- Any claim of intellectual property infringement or invasion of privacy resulting from the hosting of Your Content on this Site, and/or Your provision of such Content to other Users of this Site under any circumstances, and/or the actual use or modification of Your Content by other Users of this Site;
- Any activity arising from Your Account, whether or not You authorized such activity except where such unauthorized activity was made possible by the willful misconduct or negligence of SKIO;
- Your violations of any rights of a third party, including but not limited to the rights of other Users, and;
- Your misuse of this Site or related services or products.
11.0 MODIFICATIONS TO THE SITE AND THE SERVICES
We reserve the right, for any reason, in Our sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, products, services, features, or hours of availability. We may also impose limits on certain features of the Site or restrict Your access to part or all of the Site without notice or penalty. You hereby agree that We are not liable in any respect for any harm, injury, loss, or damage You suffer as a result of the foregoing.
12.0 DMCA AND COPYRIGHT
12.1 DMCA Notices
We respect the intellectual property rights of others and will quickly respond to any claims of copyright infringement reported on Our Site. If You find anything on this Site that You believe infringes Your copyright or the copyrights of a person You are authorized to represent, please report the alleged infringement using a Digital Millennium Copyright Act (DMCA) notice. To do so, please provide Our Copyright Agent with the following information:
Identification of the copyrighted work that You claim has been infringed;
Identification of the allegedly copyright infringing content on Our Site that You desire to have removed or disabled;
Include the URL that points to the allegedly copyright infringing content; or
Include a description of where to find the allegedly copyright infringing content;
Your contact information including name, address, email address, and phone number;
A physical or digital signature of the true copyright holder or their authorized representative;
A statement by You that You have a good faith belief that the use of the allegedly copyright infringing material is not authorized by the copyright owner, its agent, or the law; and
A statement by You that the information in the DMCA Notice is accurate, and under penalty of perjury, that You are the copyright owner or are authorized to act on behalf of the copyright owner.
12.2 Copyright Act Agent Information
SKIO will comply, in a commercially reasonable period of time, with any take-down notices as may be delivered to SKIO’s Copyright Agent (information provided below) provided that, upon SKIO receiving such notification, SKIO may request proof of copyright ownership from the copyright owner prior to complying with any such take-down notice.
Note: Address updated as of October 27th, 2017.
Address: 1144 Robson Street, Vancouver, B.C., Canada
Postal Code: V6E 1B2
Attn: Copyright Act Agent
Phone Number: +1 (604) 559-7546
You may terminate Your SKIO account anytime by logging into your account and selecting the appropriate termination options.
Notwithstanding anything to the contrary contained herein or in any other agreement between You and SKIO, SKIO assumes no responsibility for the distribution of Your User Content that may have occurred by You or other Users to other Linked Sites, or otherwise and which may continue to be displayed, distributed and used on other Linked Sites after termination of Your account. SKIO is under no obligation to delete or ask other users of Linked Sites or management of the Linked Sites to delete such User Content.
The headings in these Terms are for convenience only and shall not affect their construction or interpretation.
15.2 Singulars and Plurals
Words importing the singular include the plural and vice versa.
Words importing a gender shall include all genders.
15.4 Governing Law; Dispute Resolution
This section shall not limit Our right to seek injunctive relief against any User in any court of competent jurisdiction.
15.6 No Waiver of Terms
SKIO’s failure or delay to exercise or enforce any provision in these Terms is not a waiver of that provision.
15.7 Assignment of Terms
SKIO may assign these Terms in part or in their entirety without Your consent. These Terms are personal to You and You may not assign Your rights or obligations under these Terms to any person or entity.
15.8 Force Majeure
SKIO shall not be liable to You for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.
15.9 No Joint Venture
15.10 Contacting SKIO
15.11 Entire Agreement