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LEGAL

Skykit End User License Agreement

BY ACCESSING OR USING ANY PORTION OF THE SERVICES, YOU, AS AN END USER, ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PROVIDERS OF SERVICES THAT ARE SIMILAR OR COMPETITIVE TO SKYKIT SERVICES ARE EXPRESSLY PROHIBITED FROM ACCESSING THE SERVICES, EXCEPT WITH SKYKIT’S PRIOR WRITTEN CONSENT.

1.  Definitions

  1. “Authorized Users” means Customer’s employees and contractors (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  2. “Confidential Information” means the Skykit IP (Intellectual Property) and any and all source code, inventions, know-how, and ideas, trade secrets, updates, any non-public information regarding the business of a party (where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information is, by its nature, intended to be maintained as generally confidential). For purposes of this Agreement, Confidential Information does not include any information which: (a) is publicly known at the time of its disclosure; (b) is published or otherwise made known to the public without breach of this Agreement; (c) was generated independently by a party before its receipt from the other party; or (d) is obtained by a party from an unrelated third party not under a duty of confidentiality. The Skykit IP is the Confidential Information of Skykit. Customer Content is the Confidential Information of Customer, subject to the license rights set forth in Section 7(a). Confidential Information expressly excludes Excluded Content.
  3. “Customer Content” means the information, data or other content, in any form or medium, that is submitted, posted, inputted or otherwise transmitted by or on behalf of Customer, by an Authorized User or by a provider of Third-Party Content, for the purpose of using the Services or facilitating Customer’s use of the Services. Customer Content does not include customer account or transactional information.
  4. “Documentation” means Skykit’s user manuals, guides or other documents made available to Customer by Skykit relating to the Skykit Hardware, Services, Skykit Content or Skykit Software.
  5. “Excluded Content” means any personal health information; biometric information; social security numbers; government identification numbers; credit report information, debit or credit or payment card information; bank or other financial account information or other financial or credit data; any information defined as “sensitive” data under applicable privacy and data protection laws; or any other information or data subject to privacy or data protection laws that Customer or the Authorized User is not legally permitted to provide, or has not obtained valid consent to provide, to Skykit or to upload in using the Services.
  6. “Force Majeure Event” means an act of God, weather conditions, natural disasters, pandemics, dangerous or environmental goods incidents, public enemies, including but not limited to, hackers, quarantine, pandemics, endemics, riots, strikes, work stoppages or slowdowns, or other labor disputes or disturbances, civil commotions or hazards incident to a state of war or terroristic threat or action, local or national disruptions in ground or air transportation networks or systems, passage of law or any action taken by a governmental or public authority or other events beyond Skykit’s reasonable control.
  7. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  8. “Order” means proposal, statement of work, order form or similar document between Customer and Skykit or Reseller that is accepted by the parties and that describes the goods and services to be provided and the fees to be charged.
  9. “Reseller” means an entity authorized to sell the Services and Skykit Hardware to Customer and is responsible for managing the end-to-end sales process with Customer.
  10. “Services” means the Skykit software-as-a-service offerings named in the applicable Order, which may include Skykit’s proprietary digital content management and signage services, workplace experience services, and/or device management services or any application running on the Skykit Platform.
  11. “Skykit Content” means the digital content Skykit provides to Customer as part of the Services upon payment of the Fees. The Skykit Content varies based on the Subscription version or plan selected by Customer, as described on the Order.
  12. “Skykit Hardware” means Skykit’s proprietary digital media player listed on the applicable Order.
  13. “Skykit IP” means the Services, Skykit Software, Skykit Content, Documentation, Skykit Hardware and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Skykit IP does not include Customer Content.
  14. “Skykit Software” means any tools, objects, programs (both in executable code and source code form and the business processes identified in the documentation surrounding such code), firmware, algorithms, processes, methodologies, instructions, comments, design documentation, scripts, manuals, user guides and other materials related to use of the above, and all modifications, enhancements and derivative works of the foregoing.
  15. “Third-Party Content” or “Third-Party Services” means the digital content, software, services or applications that Customer acquires from third parties and not from Skykit for use with the Services, some of which may be required in order to use the Service.

 

2.  Provision of Services

  1. Provision of Access. Subject to Customer’s purchase of a Subscription to the Services, timely payment of all Fees, and Customer’s compliance with all other terms and conditions of this Agreement, Skykit hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services and the Skykit Content during the Subscription Term solely by Authorized Users and solely for Customer’s business operations.
  2. License to Skykit Software and Documentation. Only to the extent necessary to use and access Customer’s Subscriptions to the Services and subject to Customer’s compliance with all other terms and conditions of this Agreement, Skykit grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to download, install and use the Skykit Software and Documentation during the Subscription Term solely by Authorized Users and solely for Customer’s business operations.
  3. Availability. Skykit will use commercially reasonable efforts to make the Services available to Customer on a 24×7, 365 days per year basis. Skykit shall have no liability to Customer if the Services are unavailable for any of the following reasons: (A) scheduled or emergency downtime; (B) Skykit’s compliance with laws, regulations or requirements of state or federal governments; (C) acts or omissions of any person or party other than Skykit; (D) degradation, disruption or failure of communication systems, information systems, mechanical systems or utilities, due to events beyond Skykit’s control; (E) any downtime caused by circumstances beyond Skykit’s reasonable control, including but not limited to a Force Majeure Event; (F) Customer’s use of the Services in violation of applicable laws or regulations or any of the terms and conditions of this Agreement, the AUP, or any other terms and conditions applicable to Third-Party Content or Third-Party Services; (G) the Subscription Term has expired; or (H) Customer has downgraded its version or plan and no longer has a Subscription to prior functionality.

 

3.  Access and Use Restrictions

  1. Acceptable Use Policy. Customer agrees to comply, and shall require its Authorized Users to comply with Skykit’s Acceptable Use Policy (“AUP”), available at https://skykit.com/aup as may be amended by Skykit from time to time. In addition, Customer shall not use the Services to access, store, distribute or transmit any Viruses or any digital content or application that violates the AUP.
  2. Use Restrictions. Customer shall not, except to the extent expressly permitted under this Agreement: (A) attempt to copy, modify, translate, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Skykit IP; (B) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Skykit IP; (C) use any of the Skykit IP to provide services to third parties; (D) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make any of the Skykit IP available to any third party; (E) attempt to obtain, or assist third parties in obtaining, unauthorized access to any of the Skykit IP; (F) remove any proprietary notices from the Skykit IP; or (G) use the Skykit IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law.
  3. Excluded Content. Customer agrees that neither Customer nor any of its Authorized Users will provide any Excluded Content to Skykit or upload any Excluded Content in using the Services. Notwithstanding anything to the contrary in this Agreement, Skykit shall have no obligation or liability under this Agreement or otherwise with respect to Excluded Content.
  4. Responsibility for Use. Customer is responsible and liable for all uses of Customer’s Subscriptions. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and omissions of its Authorized Users. Customer shall use all commercially reasonable efforts to prevent, and is solely responsible for, any unauthorized access to, or use of, the Skykit IP. In the event of any such unauthorized access or use, Customer shall promptly notify Skykit and remain responsible for any unauthorized access or use of the Skykit IP using Customer’s credentials.
  5. Reservation of Rights. Skykit reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Skykit IP.

 

4.  Customer Content and Third-Party Services

  1. Ownership and Display of Customer Content. Customer’s display of any Customer Content through the Services is at Customer’s own risk. Customer retains all Intellectual Property Rights in and to Customer Content. Customer represents and warrants that it has all of the rights, licenses, consents, permissions, and releases necessary to use, reproduce, publish, display publicly, perform publicly, or distribute or otherwise use the Customer Content and to grant to Skykit all of the license rights granted herein. For purposes of providing the Services to Customer, Customer grants to Skykit (and its successors, assigns, affiliates, and third-party service providers) a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, distribute, publish, publicly display, publicly perform and otherwise exploit such Customer Content on and in connection with the Services, all according to Skykit distribution settings selected by Customer.
  2. Third-Party Services. Customer acknowledges that access to and use of the Services may require the use of certain Third-Party Services, such as Google G Suite and Microsoft 365. Skykit may also require the use of certain Third-Party Authentication Services to access the Skykit platform. Customer is required to obtain licenses or access rights from these third parties for some of the functionality of Services to operate. Customer agrees to accept and comply with the terms and conditions applicable to these Third-Party Services. Skykit does not provide any warranties for any Third-Party Services and is not liable for the operation, performance, or content of any Third-Party Service.

 

5.  Support Services

Skykit will, as part of the Services, provide Customer with support services in accordance with Skykit’s then-current Support Services Policy, which Skykit may amend from time to time. The Support Services Policy may vary based on the version or plan of the Service purchased, as described on the Order.

 

6.  Customer Obligations

  1. Customer must comply with all applicable laws and regulations relating to its activities as contemplated by this Agreement, including but not limited to all applicable privacy and data protection laws and regulations and any applicable export control laws and regulations.
  2. Customer shall: (A) provide Skykit with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by Skykit in order to render the Services, including but not limited to Customer Content, security access information and configuration services; (B) ensure that its network and systems comply with the relevant specifications provided by Skykit from time to time, including but not limited to the prerequisites listed on support.skykit.com, which are required for the Services and Skykit Software to function properly; (C) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Internet and any cloud platform solution used by Customer, and for resolving all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the Internet; (D) be responsible for the physical and network security of its own devices and any devices that may be supplied by Skykit; (E) be responsible for logical access rights to the Customer Content, Skykit Content and to Customer’s own devices and any devices that may be supplied by Skykit; and (F) not install, store or configure any additional data, software or services on any device supplied by Skykit.
  3. Customer is fully responsible for ensuring that the Services are properly set up, installed and operational on the Customer’s hardware and devices, regardless of whether the Customer obtained such hardware or device from Skykit, a Reseller or on its own. Customer will obtain, set up, install and maintain all hardware and devices in accordance with the requirements set forth at support.skykit.com.

 

7.  Proprietary Rights

Customer acknowledges that Skykit and/or its licensors own all Intellectual Property Rights in the Skykit IP, including but not limited to all updates and/or upgrades thereto and other derivative works thereof and all Intellectual Property Rights incorporated into or related to the foregoing. All rights not expressly licensed by Skykit under this Agreement are reserved by Skykit.

 

8.  Confidentiality

  1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information except as necessary or appropriate in the performance of this Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
  2. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief from any court of competent jurisdiction, in addition to whatever remedies it might have under this Agreement.

 

9.  Warranty and Disclaimer

  1. Service Warranty. Skykit warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement and that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.
  2. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SKYKIT SOFTWARE, SERVICES, SKYKIT CONTENT, DOCUMENTATION, SKYKIT HARDWARE AND ANY HARDWARE OR DEVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND. SKYKIT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTY OR CONDITION ARISING BY USAGE OR TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

 

10.  Indemnity

  1. Customer shall defend, indemnify and hold harmless Skykit, Reseller, their affiliated entities, and their respective officers, directors, employees, agents and subcontractors against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with (i) Customer’s use of the Skykit Software, Services, Skykit Content, Skykit Hardware, Documentation and any Third-Party Services or Third-Party Content; (ii) the Customer Content and any Excluded Content, including that the Customer Content infringes a third party’s Intellectual Property Right or violates any other rights; or (iii) Customer’s breach of its covenants or obligations under this Agreement or any agreement with a Third-Party Content or Third-Party Service provider.
  2. Subject to Section 10(4), Skykit shall defend Customer, its officers, directors and employees against any Claims arising from or relating to allegations that Customer’s use of the Skykit Software, Services, or Documentation in accordance with this Agreement infringes a U.S. Intellectual Property Right effective as of the effective date of this Agreement, and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such Claims, including reasonable attorneys’ fees.
  3. In no event shall Skykit, Reseller, their affiliated entities, or their respective officers, directors, employees, agents and subcontractors be liable to Customer to the extent that the alleged infringement is based on: (A) modification of the Skykit Software, Services, or Documentation by anyone other than Skykit; (B) Customer’s use of the Skykit Software, Services, or Documentation in a manner contrary to the instructions given to Customer by Skykit; (C) Customer’s use of the Skykit Software, Services, or Documentation after notice of the alleged or actual infringement from Skykit or any third party; (D) Customer’s display of content or applications that violate any federal or state law, statute or statutory provision; or (E) any combination, operation or use of the Skykit Software, Services, or Documentation with systems, software or other resources not provided by Skykit.

 

11.  Limitation of Liability

NEITHER SKYKIT, ANY SKYKIT AFFILIATE NOR RESELLER SHALL BE LIABLE WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF A STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SKYKIT’S, SKYKIT’S AFFILIATES’ AND RESELLER’S MAXIMUM AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR LIABILITY FIRST AROSE.

 

12.  Term and Termination

  1. This Agreement shall commence on the date of first use or access to the Services and shall continue for the initial subscription term set forth in the applicable Order; thereafter, this Agreement shall automatically renew for the same duration as the initial term unless either party provides notice of termination at least thirty (30) days before the end of the then-current term.
  2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: (A) the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; (B) the other party ceases to continue its business in the ordinary course, makes an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
  3. Upon termination of this Agreement for any reason, all access rights, usage rights and licenses granted under this Agreement by Skykit shall immediately terminate, and Customer shall cease using and destroy all copies of the Services, Skykit Software, Skykit Content and Documentation.
  4. No expiration or termination shall affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

 

13.  General Provisions

  1. Governing Law; Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of the State of Delaware regardless of choice of law principles of Delaware or any other state. The parties agree to exclusively use final, binding arbitration to resolve any claims arising under or related to this Agreement. Any arbitration shall follow the American Arbitration Association Commercial Arbitration Rules and shall occur in Wilmington, Delaware.
  2. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to Skykit at legal@skykit.com, will be sent to Customer at the email address provided in the Order, and in the case of Authorized Users to the e-mail address provided at the time of registration to download, acquire access to and/or use of the Services (or to such other address as may be designated by a party from time to time in writing pursuant to this section).
  3. Assignment. Customer shall not, without the prior written consent of Skykit, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. Any purported assignment or delegation in violation of this Section will be null and void. Skykit may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
  4. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any Force Majeure Event.
  5. Entire Agreement. This Agreement, all Orders executed hereunder, and any documents referred to herein, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

14.  Trademarks

SKYKIT® and the Skykit logo are the trademarks of Skykit. The Services may display other trademarks and logos that are the trademarks of Skykit and/or its affiliates or Customer. Any third-party trademarks, service marks, logos and trade names used in the Services belong to their respective owners and are used with permission and for identification purposes only. Nothing in the Services grants any license or right to use any trademarks or other intellectual property displayed in the Services.

Last Updated: May 5, 2025