SKYTAP, INC. SERVICE AGREEMENT
Last Updated: December, 2011Skytap, Inc. ("Skytap") will provide the Skytap Cloud service ("Service") to you subject to the terms of this Service Agreement. By signing a Skytap order form for the Service (“Order”) or by using the Service, you agree to be bound by this Agreement and use of the Service in compliance with this Agreement. The terms “Subscriber,” "you," "your," "yours," and "authorized user" refer to you, the account administrator, any individual user that is authorized by an account administrator, or an entity using the Service. If you are accepting this Service Agreement on behalf of an entity, you represent and warrant that you have the authority to do so. The terms "we," "us," and "our" refer to Skytap. We may periodically make changes to this Service Agreement and you may view the most current version at www.skytap.com/about-us/terms-of-use. It is your responsibility to review the most recent version of our Service Agreement frequently and remain informed about any changes to it. By continuing to use or receive the Service after the effective date of any revision to this Agreement, you agree to be bound by the revised Agreement for your use of the Service after the date of the revision.
1. Account RegistrationYou must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information about yourself and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only authorized users may use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, keep your user identification and password secure. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Skytap to prevent or terminate unauthorized use of the Service.
2. LicenseSubject to the terms and conditions of this Agreement, Skytap grants to Subscriber a limited, worldwide, non-exclusive, non-transferable (except as expressly permitted in this Agreement), non-sublicensable right during the term of this Agreement to use the Service solely in connection with Subscriber’s business operations in accordance with the usage limitations specified in the Order.
3. SupportIf you are current with payment of Service fees, Skytap will provide you with its standard technical support services relating to the Service.
4. FeesBeginning on the Service Commencement Date specified in the Order, and for the term specified in the Order, you will pay the fees as specified in the Order. In addition, if you use additional capacity or Service in excess of that specified in the Order, you will pay an overage fee for such excess usage as specified in the Order.
5. Invoices and PaymentSkytap will invoice you for all applicable fees for the Service specified in the Order, in United States dollars, including all applicable taxes, at the intervals set forth in the Order. Any overage fees for a month are invoiced in the subsequent month. You will pay any invoice within 15 days of the date of invoice. Any payment not received within 15 days of the date of the invoice will accrue interest at a rate of the lesser of 1.5 % per month or the maximum amount allowed by law. You will promptly reimburse Skytap for any costs incurred in connection with collection of past-due amounts, including attorneys’ fees, and Skytap may, as a result of late payment, among other remedies available to it, discontinue its provision of the Service to you in accordance with this Agreement. Fees are non-refundable except as expressly set forth in this Agreement.
6. Term and TerminationThe term of this Agreement is set forth in the Order and will automatically renew for additional successive terms of the same duration unless terminated as specified in this paragraph. If the Order specifies a monthly term, then you may terminate the Order and this Agreement at any time on at least one calendar month’s written notice to Skytap. For example, if your Service renews monthly on the first day of each month, and you provide written notice to Skytap of termination on the 15th of September, then your Service will terminate on October 31. If the Order specifies a term that is longer than one month, you may terminate the Order and this Agreement by written notice of non-renewal to Skytap at least 30 days prior to the end of the then-current term. For the purposes of providing notice of non-renewal as described in this paragraph, notice via email to Skytap at firstname.lastname@example.org will be deemed sufficient. Upon termination, your access to any Service that you are registered for at that time will also terminate. Skytap may terminate this Agreement at any time upon 30 days’ prior written notice for its convenience, and will refund to you a pro-rata portion of any unused, prepaid fees.
We may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons:
- (i) you attempt a denial of service attack or engage in email abuse using the Service (for example: sending unsolicited bulk mail or spam);
- (ii) you seek to hack the security mechanisms of the service or we otherwise determine that your use of the Service poses a security to us or to another user of the Service (for example: attempting to log into a server that you are not authorized to access, intercepting data not related to your account, or packet or IP spoofing);
- (iii) you introduce malicious programs into the network or a virtual machine instance (for example: viruses, worms, and other executables intended to inflict harm);
- (iv) you cause network interference that affects Service performance for other customers;
- (v) you use the Service in a way that disrupts or threatens the performance or availability of the Service; or
- (vi) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.