Terms and Conditions

Last Updated: September 6, 2022

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  1. INTRODUCTION

    Pease read these Terms and Conditions (these "Terms") carefully as they govern your use of www.skemetic.com (the “Website”) and access to, and use of, our platform, and all of our websites and software applications that incorporate, link to or are provided at our Website or link to these Terms (collectively, the "Skematic™ Services" or “Services”).

    These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and SKE ACQUISITION, LLC (known as Skemetic™) (“we,” “us” or “our”), concerning your access to, and use of, the Skematic™ Services. If you are using the Services on behalf of an entity, you represent that you have the right to bind such entity to this Agreement, and references to “you” will include both you, the individual, and such entity.

    You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with any part of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately. Use of the Skematic™ Services may be subject to additional terms and conditions presented by us (including any terms and conditions contained in any Order Schedule), and such additional terms and conditions may supersede these Terms.

    We will alert you about any updates or changes to these Terms by updating the “Last updated” date, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.

  2. REPRESENTATIONS

    By using the Services or accessing our Website, you represent and warrant that:

    • All information that you submit will be true, accurate, current, and complete and you will maintain the accuracy of such information.
    • You have the legal capacity (including the requisite authority to bind the entity that you are using the Services on behalf of) and you agree to comply with these Terms.
    • You are not under the age of 18 nor are you a minor in the jurisdiction in which you reside.
    • You will not access the Services or Website through automated or non-human means, whether through a bot, script, or otherwise.
    • If accessing the Skematic™ Services, you are an Authorized User (as defined in any applicable Order Schedule).
    • You will not use the Website or Services for any illegal or unauthorized purpose.
    • Your use of the Website and Services will not violate any applicable law or regulation.
    • If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services or the Website (or any portion thereof).

  3. PROHIBITED USES

    You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

    As a user of the Services, you agree not to:

    • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
    • Make any unauthorized use of the Services, including using or sharing of usernames and passwords of Authorized Users, collecting usernames or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
    • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Materials (as defined herein) or enforce limitations on the use of the Services or the Materials contained therein.
    • Engage in unauthorized framing of or linking to the Services.
    • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
    • Make improper use of our support services or submit false reports of abuse or misconduct.
    • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
    • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
    • Attempt to impersonate another user or person or use the username of another user (including any Authorized Users).
    • Use any information obtained from the Services in order to harass, abuse, or harm another person.
    • Use the Services as part of any effort to compete with us or otherwise use the Services or the Materials for any revenue-generating endeavor or commercial enterprise.
    • Post material that infringes on any other intellectual property, privacy or publicity right of another;
    • Delete the copyright or other proprietary rights notice from any Materials.
    • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
    • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
    • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
    • Disparage, tarnish, or otherwise harm, in our opinion, us or the Services.
    • Use the Services in a manner inconsistent with any applicable laws or regulations.

  4. INTELLECTUAL PROPERTY RIGHTS

    The Services are owned and operated by us and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) (collectively, the “Materials”) which are derived in whole or in part from materials supplied by us and our partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services and on our Website. You acknowledge that the Services (and all Materials) have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property. You agree to protect our intellectual and proprietary rights and all others having such rights in the Services and Materials during and after the term of these Terms and to comply with all written requests made by us to protect our or their intellectual property, contractual, statutory, and common law rights in the Services and Website. You agree to notify us immediately upon becoming aware of any claim that the Services and Materials infringe upon any intellectual property or other contractual, statutory, or common law rights. All present and future rights in and to any trade secrets, patents, copyrights, trademarks, service marks, know-how, and other intellectual and proprietary rights of any type under the laws of any governmental authority, domestic or foreign (and all common law rights related thereto), including all rights in and to any patents, trademark registrations and copyright registrations, and all applications of the foregoing, in each case, covering any part of the Services shall, as between you and us, at all times be and remain our sole and exclusive property.

    The Services may have certain features that allow you to submit comments, information, and other materials to us or such comments, information or materials may be shared directly with us (collectively, “Feedback”). By submitting Feedback through the Services or directly to us, you hereby agree that, between you and us, we own such Feedback, and hereby assign all right, title and interest in and to such Feedback to us for no additional consideration. You acknowledge that we can use and display such Feedback for commercial and marketing purposes. And you further agree that you will indemnify, defend, and hold us harmless for all claims resulting from our use and display of such Feedback.

  5. ACCESS AND USE OF MATERIALS

    Subject to your compliance with these Terms and any applicable Order Schedule, we grant you a limited, personal, non-exclusive, non-transferable and revocable license to access our Website and to use the Services solely in a manner that complies with all legal requirements that apply to you or your use of the Services, including our Privacy Policy and these Terms. We may revoke this license (and as a result, your access to the Services) at any time, in our sole discretion. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from our Website or Services in whole or in part, for any public or commercial purpose without our specific written permission.

  6. PRIVACY POLICY; USER INFORMATION

    In the course of your use of the Services, you may be asked to provide certain information to us. Our use of any information you provide via the Website or through your use of the Services shall be governed by our Privacy Policy (available at www.skematic.com/privacypolicy). We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

  7. MODIFICATIONS AND INTERRUPTIONS

    We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

    We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

    We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance impacting our ability to provide the Services, resulting in interruptions, delays, or errors. We have no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.

    We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use our Services during any downtime or discontinuance of Website.

  8. You may be able to link to third party websites (“Linked Sites”) from the Website. Linked Sites are not, however, reviewed, controlled or examined by us in any way and we are not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply our endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. We reserve the exclusive right, at our sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Services or introduce different features or links to different users.

  9. WARRANTY DISCLAIMERS

    THE SERVICES, WEBSITES, MATERIALS AND OTHER CONTENT CONTAINED ON OUR WEBSITE OR IN OUR SERVICES, WHETHER PROVIDED BY US OR TIRD PARTIES (INCLUDING OUR VENDORS AND USERS), AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES OR THE WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THEM.

    SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF DATA) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AND WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  10. LIMITATION OF LIABILITY

    IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, VENDORS, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. WE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE LESSER AMOUNT OF (i) THE AMOUNT PAID FOR THE SERVICES OR WEBSITES TO WHICH THE CLAIM RELATES OR (ii) $100. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY (a) TO THE FULLEST EXTENT PERMITTED BY LAW AND (b) EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

  11. INDEMNITY

    You agree to indemnify, defend, and hold us and our respective officers, directors, employees, members, shareholders, contractors, or representatives (and all successors and assigns of any of the foregoing), harmless from and against any claim or demand, including without limitation, reasonable attorneys’ fees and disbursements, made by any third party in connection with or arising out of your use of the Services, your connection to the Services, your violation of these Terms or our Privacy Policy, your violation of an applicable law, your submission, posting, or transmission of information to the Services, or your violation of any rights of another individual or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

  12. GOVERNING LAW

    You agree that the laws of the state of New York, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Services may be subject to other local, state, national, and international laws and regulation. You expressly agree that exclusive jurisdiction for resolving any claim or dispute with us or relating in any way to your use of the Services resides in the state and federal courts of Suffolk County, New York and you further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of Suffolk County.

  13. CONTACTING US

    To contact us with any questions or concerns in connection with these Terms or the Services, or to provide any notice under these terms, please write to us at legal@skematic.com.

  14. GENERAL TERMS

    Other than as stated in this section or as explicitly agreed upon in writing between you and Us, these Terms constitute all the terms and conditions agreed upon between you and us and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral. As noted above, other terms and conditions governing use of the Services are incorporated herein by reference, including our Privacy Policy and any applicable Order Schedule. You also may be subject to additional terms and conditions that are applicable to certain parts of the Services or other agreements that you have entered into with us.

    The failure of us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

    You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

    You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services or accessing the Website.

    Any claim or cause of action you may have with respect to us or the Services (or these Terms) must be commenced within one (1) year after the claim or cause of action arose or be forever barred.

    These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you (and any such assignment or delegation will be null and void). These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by us without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

    You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

    Any obligations that have accrued prior to termination and Sections 1, 3-12 and 14 shall survive any termination or expiration of these Terms.