Terms of Service
Last Modified: June 4, 2020
Your affirmative act of using Skysense signifies that you agree to the following terms of service.
Welcome to skysense.ag which is owned and operated by Skysense, Inc. (collectively, “Skysense,” “We,” or “Us”). This page explains the terms by which you may access and use skysense.ag and associated domains and subdomains and any other uniform resource locators as may be specified by Skysense (“Websites”), our Application Programming Interfaces and related interfaces and software programs and webpages (collectively, “Web Services”), specifically and solely for the purposes of requesting and receiving our Data (“Data”), Third Party Data (“Third Party Data”), and services under the related Subscription Plan (“Subscription Plan”) and our Support Plan (“Support Plan”). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Agreement of Service (this “Agreement”). This Agreement applies to all visitors, users, and others who register for or otherwise access or use the Web Services (“Users”). If you do not agree to this Agreement, then you have no right to access or use the Web Services, Data, and Third Party Data. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement, in which case “You” and “Your” will refer and apply to that company or other legal entity.
Changes to this Agreement and Notification Procedures
Skysense may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When Skysense modifies this Agreement in a material manner, Skysense will update the “Last Modified” date at the top of this page and notify you that material changes have been made to this Agreement. Your continued use of the Web Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to the new Terms of Service or any future Terms of Service, do not use or access (or continue to access) the Service. Skysense may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, or through posting of such notice on our websites, as determined by Skysense in our sole discretion. Skysense reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Skysense is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
Changes to Skysense
Skysense reserves the right to modify or discontinue the Websites, Web Services, Data, and Third Party Data at any time and without prior notice.
“Web Services” consist of a set of software programs, interfaces, and webpages running on computers hosted at Skysense websites or at third-party hosting facilities accessible via the Internet as described in this Agreement and the Websites. “Data” means the prices and other market data that is (i) owned by Skysense and (ii) obtained by Skysense from exchanges and other sources delivered to User via the Web Services and as described in this Agreement and on the Websites. “Third Party Data” means the prices and other data that is (i) not owned by Skysense and (ii) obtained by Skysense from exchanges and other sources delivered to User via the Web Services and as described in this Agreement and on the Websites. “Data Owner” means a legal entity that holds ownership rights to some of the Data or Third Party Data (defined below) and is the original licensing source of such portion of the Data or Third Party Data when such portion of the Data or Third Party Data is not in the public domain. In cases of Third Party Data, Skysense has secured redistribution agreements with the Data Owner. “Distinct Software Applications” means software applications that automate substantially different business products, services, processes or functions of User. Skysense reserves the right, in its sole discretion, to make a reasonable determination as to whether software applications that use the Web Services or the Data or Third Party Data constitute Distinct Software Applications. “Data Exchange Format” means an electronic version of the Data or Third Party Data used for sharing the Data or Third Party Data between software applications, including but not limited to any application programming interface (API), any database access (e.g., ODBC, etc.), any network transmission format (e.g., EDI, SOAP, RSS, XML, etc.) and any data file format (e.g., XLS, CSV, etc.). Skysense reserves the right, in its sole discretion, to determine if a particular electronic version of the Data or Third Party Data constitutes a Data Exchange Format. “Subscription Plan” means all the subscription plans selected by the User in connection with the purchase of the use of the Web Services, Data and Third Party Data. Skysense posts the available subscription plans and the specific use of the Web Services, Data and Third Party Data provided by each subscription plan on the Websites, as they may be updated by Skysense from time to time. The current subscription plans offered with respect to the Web Services are located at https://skysense.ag/pricing. “Support Plan” means the Support Plan selected by the User in connection with the purchase of the use of the Web Services, Data, and Third Party Data. Skysense posts the available support plans and specific service levels provided by each support plan on the Websites, as they may be updated by Skysense from time to time.
In order to access the Websites, Web Services, Data and Third Party Data, You must register to create an account (“Account”). During the registration process, You will be required to provide certain information and You will establish a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Skysense reserves the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding Your password. You agree not to disclose Your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Skysense of any unauthorized use of Your Account.
30 Day Free Trial
Upon registration to use the Websites, Web Services, Data and Third Party Data, Skysense will provide a restricted use, free trial of the Websites, Web Services, Data and Third Party Data for thirty (30) days (the “Free Trial”). THE RESTRICTIONS OF THE FREE TRIAL ARE DETERMINED SOLELY AT THE DISCRETION OF Skysense AND MAY BE MODIFIED AT ANY TIME. THE FREE TRIAL IS PROVIDED ONCE AND ONLY UPON YOUR FIRST REGISTRATION AT The Websites FOR A SINGLE THIRTY (30) DAY PERIOD. THE FREE TRIAL IS NOT PROVIDED UPON SUBSEQUENT REGISTRATION BY User OR User’S AGENTS OR AFFILIATES.
Upon completion of the Free Trial, access to the Websites, Web Services, Data and Third Party Data will terminate until and unless the User selects and agrees to purchase a Subscription Plan and a Support Plan for continued use of the Websites, Web Services, Data and Third Party Data. Upon selection and purchase, access to the Websites, Web Services, Data and Third Party Data will be provided in accordance with the terms of the specific Subscription Plan selected by the User via the Websites.
Licenses & Data
Web Services License. Subject to User’s compliance with the terms and conditions of this Agreement, Skysense grants to User a limited, non-exclusive, non-transferable, license to access and use the Web Services solely for its business purposes. This Agreement governs User’s access to and use of the Web Services and the Websites. User acknowledges and agrees that but for this Agreement, User would have no rights or access to the Web Services and the Websites.
Rights in Data License
Subject to User’s compliance with the terms and conditions of this Agreement, Skysense grants to User a limited, non-exclusive, non-transferable, license to access and use the Data and Third Party Data available via the Web Services solely for its personal purposes. In addition, any Third Party Data may be subject to restrictions of use and require additional license agreements with the Data Owner. While Skysense may, in its sole discretion, offer administrative assistance to User in obtaining such additional licenses, User is solely responsible for obtaining all required license agreements with each Data Owner pursuant to User’s use of such Third Party Data. If User does not obtain a required license agreement for any portion of the Third Party Data and as such is in violation of the Data Owner’s licensing requirements, Skysense may terminate access to the unlicensed portion of Third Party Data until User obtains such license agreements with the Data Owner.
Subject to the limited rights expressly granted hereunder, User acknowledges that the Data, Web Services, Websites, and/or any developments to the Data, Web Services, and Websites that result from services provided to User hereunder are proprietary in nature and owned exclusively by Skysense. The Data, Third Party Data, the Web Services, as well as the Developments are to be used exclusively as described herein. The services provided to the User and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, video, data, third party data, web services and all Intellectual Property Rights related thereto, are the exclusive property of Skysense, Inc. and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible from the services. Use of Skysense’s Historical Data or materials for any purpose not expressly permitted by this Agreement is strictly prohibited. Skysense’s Historical Data has been obtained and developed in a unique proprietary manner that cannot be redistributed without the exclusive written permission of Skysense, Inc. Any unpermitted use or redistribution of Skysense’s Historical Data will result in the termination of the User’s account and legal action will be taken by Skysense, Inc. to the fullest extent of the law to protect said proprietary product.
Restrictions on the Web Services
User may use the Web Services solely with any software application owned or licensed by User. User may not use, adapt, modify, redistribute, sublicense, sell or otherwise make available any portion of the Web Services for use by software applications not owned or licensed by User. Neither party will attempt to access, tamper with, or use non-public areas of the other party’s websites, computer systems, or the technical delivery systems of the other party’s providers. Neither party will attempt to probe, scan, or test the vulnerability of any of the other party’s systems or networks or breach any of the other party’s security or authentication measures.
Restrictions on the Data and Third Party Data
User may use the Data and Third Party Data solely with any software application owned or licensed by User. User will not use, redistribute, sublicense, sell or otherwise make available any portion of the Data or Third Party Data in any Data Exchange Format for use in software applications not owned or licensed by User. User may not display or make the Data or Third Party Data available in any Data Exchange Format to non-employee users, including but not limited to, vendors, contractors, partners and the general public (e.g., public websites, partner and vendor extranets, EDI applications, etc.). User may cache and store the Data and Third Party Data for use within each Distinct Software Application provided such use is in compliance with restrictions imposed by the Data Owners. The Data or Third Party Data may not be shared between Distinct Software Applications or made available in any Data Exchange Format for the purpose of sharing between Distinct Software Applications. Enforcement. Except as otherwise provided herein, User is responsible for all of User’s activities occurring through its use of the Web Services.
Telecommunications and Internet Services. User acknowledges that the use of the Web Services by User is dependent upon access to telecommunications and Internet services. User will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Web Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
Term & Termination
Term. This Agreement will commence when You click “I accept” or “I agree” and shall continue for the Free Trial. Thereafter, this Agreement shall renew on the date of purchase (the “Start Date”) of the Subscription Plan, if any, that you select to purchase to use the Web Services, Data or Third Party Data. This Agreement shall continue from the Start Date through the initial term specified by the Subscription Plan (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew on the day following the last day of the Initial Term (“First Renewal Date”) and will automatically renew thereafter on the first day of each renewal period (“Renewal Period”) as specified by the Subscription Plan, unless either party provides to the other written or electronic notice of termination in accordance with the terms of this Agreement. The Free Trial, Initial Term specified by the Start Date and the First Renewal Date of the Subscription Plan, and each subsequent renewal term specified by the First Renewal Date and the Renewal Period of the Subscription Plan are collectively the “Term”.
Right to Terminate
Either party may terminate this Agreement at any time during the Free Trial. After the Start Date, either Party may terminate this Agreement for any reason prior to the beginning of each renewal term as indicated by the First Renewal Date and the Renewal Period of the Subscription Plan by delivering written or electronic notice of termination at least thirty (30) days prior to the beginning of each renewal term. Notwithstanding the foregoing, either party may terminate this Agreement at any time in the event that the other party breaches any material term of this Agreement and fails to remedy such breach within ten (10) business days after receipt of a written notice of any such breach, or if such breach cannot be remedied within that period of time, fails to demonstrate to the satisfaction of the non-breaching party that it is taking steps reasonably necessary to remedy the breach.
Inability to Provide Data and Third Party Data. If Skysense ever loses the license, right or ability to provide any portion of the Data or Third Party Data, or such license or right is ever interrupted or otherwise impaired, then Skysense agrees to notify User of such fact if permitted to do so and User may immediately terminate use of any portion of the Web Services and Skysense will refund the prorated Subscription Fees (defined below) associated with the unused portion of the Web Services.
The provisions of the Definitions Section and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned will survive any termination or expiration of this Agreement.
Subscription Fees. User will pay to Skysense fees in connection with the Subscription Plan and the Support Plan selected by User to use the Web Services, Data, and Third Party Data (“Subscription Fees”). Thereafter, Subscription Fees for User’s use of the Web Services, Data and Third Party Data shall be (i) as described and/or as selected by You via the Websites in connection with purchase to use the Web Services, Data and Third Party Data or (ii) negotiated between You and Skysense by creating an addendum to this Agreement. Unless otherwise negotiated between You and Skysense in an addendum to this Agreement, all Subscription Fees are due at the beginning of each subscription term as specified in the Subscription Plan and Skysense will charge the method of payment You provide via the Websites in the amount of the Subscription Fees in connection with the Subscription Plan that You select. Subscription Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). User shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Skysense’s net income.
Web Services Overage Fee Adjustment. Skysense will notify User in writing should User exceed its average volume limit associated with a Web Services over a one (1) day period. Upon notification, User will have one (1) day to reduce its volume to comply with its current Web Services volume limitation. Should User continue to exceed its Service volume limit, Skysense will upgrade User’s current Service level to accommodate the higher volumes and adjust the Subscription Fee accordingly. Should User decline to accept the adjustment, Skysense can terminate the agreement in accordance with the Terms & Termination.
Subscription Fees are non-refundable. User waives their right to a refund on Subscription Fees both during on Termination, and after expiration of Agreement.
Skysense will provide support to User related to the Web Services in accordance with the provisions of the Support Plan User selects upon purchase to use the Web Services for the duration of this Agreement. Support services may include the following: (i) assistance with the proper use of the Web Services, and (ii) programming to correct any demonstrated errors in the Web Services necessary to enable the Web Services to operate in accordance with the service levels specified in the Support Plan.
User will promptly report any errors in the operation of the Web Services to Skysense and will not take any actions that would increase the severity of the error. User will use the Web Services solely as described herein. In the event that User violates any of the requirements of this Section, Skysense will have no responsibility to provide Support.
Enhancements & Modifications
Skysense will provide to User enhancements or modifications (“Updates”) to the Web Services as they become available. User acknowledges that additional Subscription Fees may be charged for the use of Updates, and that Skysense has sole discretion in identifying which Updates require the payment of additional Subscription Fees. Skysense acknowledges that User has sole discretion in deciding to use Updates and is only responsible for additional Subscription Fees for those Updates that User decides to use. Should User decide to use Updates that require additional Subscription Fees, then new Subscription Fees for User’s use of the Web Services shall be (i) as described and/or as selected by You via the Websites in connection with purchase to use the Web Services, Data and Third Party Data or (ii) negotiated between You and Skysense by creating an addendum to this Agreement. Skysense agrees and acknowledges that User has spent time and resources to integrate the Web Services into User’s computer systems.
Warranties, Indemnity & Limitation of Liability
Indemnification by Skysense. Skysense agrees to defend (or settle), indemnify and hold User, its employees, directors and officers harmless from and against any and all liabilities, losses, damages, or expenses (including court costs and reasonable attorneys fees) in connection with any third party claim that the Web Services, Data or Third Party Data infringe or misappropriate any Intellectual Property Rights (defined below) of any third party, only to the extent the liabilities, damages, or expenses result from use of the Web Services that is within the scope of this Agreement, provided that User does not make any admission of Skysense guilt without Skysense’s prior written approval and provided that User gives Skysense (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, and (iii) all reasonably available information, assistance and authority to settle and/or defend any such claim or action. As used in this Section, “Intellectual Property Rights” specifically includes, without limitation, any patent, copyright, trade mark, trade name, trade dress, trade secret, service mark, service name, title, slogan, proprietary process, or any other intellectual property right.
Indemnification by User
User agrees to defend (or settle), indemnify and hold Skysense, its employees, directors and officers harmless from and against any and all liabilities, losses, damages, or expenses (including court costs and reasonable attorneys fees) in connection with any third party claim that the User’s use of the Web Services or Data in violation of this Agreement infringes or misappropriates any Intellectual Property Rights of any third party, provided that Skysense does not make any admission of User guilt without User’s prior written approval and provided that Skysense gives User (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, and (iii) all reasonably available information, assistance and authority to settle and/or defend any such claim or action.
OTHER THAN SPECIFICALLY SET FORTH HEREIN, (i) THE Web Services, Websites, DATA, AND THIRD PARTY DATA ARE DELIVERED TO User ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION PROVIDED, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR PERFORMANCE, (ii) Skysense MAKES NO WARRANTY THAT The Websites, DATA, OR THIRD PARTY DATA WILL MEET User’S SPECIFIC OBJECTIVES OR NEEDS; (iii) Skysense MAKES NO WARRANTY THAT THE Web Services, Websites, DATA, OR THIRD PARTY DATA WILL BE FREE FROM ERRORS OR BUGS; and (iv) Skysense MAKES NO WARRANTY THAT THERE WILL BE UNINTERRUPTED OPERATION OF THE Web Services, Websites, DATA, AND THIRD PARTY DATA. User ACKNOWLEDGES THAT (i) ANY DATA DOWNLOADED THROUGH THE USE OF THE Web Services And Websites IS DONE AT ITS OWN DISCRETION AND RISK, AND THAT User WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH DATA and (ii) THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF This Agreement AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Skysense OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN This Agreement. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
Accuracy of Data & Third Party Data
Skysense MAKES NO WARRANTY REGARDING THE DATA, THIRD PARTY DATA OR ANY OTHER INFORMATION PURCHASED OR OBTAINED THROUGH Skysense’S Websites AND/OR THE Web Services, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA, THIRD PARTY DATA OR OTHER INFORMATION OBTAINED THROUGH Skysense’S WEBSITES AND/OR THE Web Services.
Limitation of Liability
UNLESS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL Skysense’S AGGREGATE LIABILITY TO User AND ANY THIRD PARTY IN CONNECTION WITH This Agreement OR User’S ACCESS TO OR USE OF THE Web Services EXCEED THREE (3) MONTHS PRORATED SUBSCRIPTION FEES, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. Skysense WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH This Agreement, OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF Skysense KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Excusable Delays. Any delay in performance of any provision of this Agreement caused by conditions beyond the reasonable control of either party will not constitute a breach of this Agreement, provided that the delaying party has taken reasonable measures to notify the affected party of the delay in writing and uses reasonable efforts to perform in accordance with this Agreement notwithstanding such conditions. The delayed party’s time for performance will be deemed extended for a period equal to the duration of the conditions beyond its control. Conditions beyond a party’s reasonable control include, but are not limited to, natural disasters, acts of government, acts of terrorism, power failures, major network failures, fires, riots, and acts of war (collectively, “Excusable Delays”).
Compliance with Laws & Policies
The parties hereby agree to abide by and comply with all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property).
The parties agree the laws of the State of Wisconsin, excluding conflict of laws provisions, will govern this Agreement and all matters arising out of or related to this Agreement. The parties submit to the jurisdiction of the courts of the State of Wisconsin. The parties expressly agree to venue in the state and federal courts located in Wisconsin and waive any objection based on personal jurisdiction.
Entire Agreement and Severability
This Agreement, including the Subscription Plan and Support Plan, as amended from time to time according to its terms, shall constitute the entire agreement between User and Skysense respecting the Websites, the Web Services, the Support, the Data, and the Third Party Data described herein, and shall supersede all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter. This Agreement may be amended only in a written agreement that is duly executed by authorized representatives of the parties.
Skysense and their respective affiliates shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
No waiver by either party of any default by the other in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character. Assignment Neither party may assign this Agreement without prior written consent unless in connection with a merger or acquisition of either party.
If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
Relationship Between the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
No Third-Party Beneficiaries
This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
The parties may give notice to each other via email, fax or certified mail. Notices sent to Skysense should be directed to firstname.lastname@example.org. Notices sent to User will be sent to User at the email address provided during registration to use the Web Services.
Should you have any further questions with regards to Skysense’s terms of service, please feel free to reach out via Skysense support at email@example.com. We’re happy to hear from you.