These Terms of Service (“Agreement”) are between Skyu, Inc. (“Skyu,” “we,” “us,” or “our”) and the person or entity that accepts them (“Customer,” “you,” or “your”). They govern your access to and use of the Skyu software, documentation, and website.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A WAIVER OF THE RIGHT TO A JURY TRIAL, AND LIMITS ON SKYU’S LIABILITY. PLEASE READ IT CAREFULLY.
1. Acceptance and Authority
You accept this Agreement by doing any of the following: signing an Order that references it, clicking to accept it, downloading or installing the Software, or using a License Key. If you do not agree, do not download, install, or use the Software.
If you accept on behalf of a company or other organization, you represent that you have authority to bind that organization, and “Customer” means that organization. You must be at least 18 years old. The Software is offered for business use only and not to consumers.
2. Definitions
“Software” means the Skyu software that scores and analyzes robot training data, in any form we deliver it, including Python wheel files, source distributions, container images, command-line tools, scoring methods, configuration files, report templates, and all updates, patches, and copies.
“Source Code” means any human-readable code, algorithms, method implementations, parameters, comments, tests, and internal structure of the Software, whether delivered in readable form or learned by examining the Software.
“Documentation” means the user guides, technical documentation, and release notes we make available for the Software, including at docs.getskyu.com.
“Website” means www.getskyu.com, docs.getskyu.com, and any other site we operate.
“Order” means a pilot agreement, order form, evaluation license, or other written document that both parties sign or accept and that references this Agreement.
“License Key” means a license file, key, or other mechanism we issue that enables the Software and may limit its duration, scope, or volume of use.
“Authorized Environment” means computing infrastructure that Customer owns or controls, including cloud accounts in Customer’s own name, located at the sites or within the limits stated in the Order.
“Authorized Users” means Customer’s employees and individual contractors who need to use the Software for Customer’s internal purposes and who are bound by written confidentiality obligations at least as protective as this Agreement.
“Customer Data” means the datasets, demonstrations, model checkpoints, policies, rollouts, labels, and other data that Customer processes with the Software.
“Output” means the scores, rankings, manifests, and reports the Software generates from Customer Data.
3. Order of Precedence
If Customer and Skyu have signed an Order or other written agreement covering the Software, that document controls wherever it conflicts with this Agreement. This Agreement applies to everything the signed document does not address. Terms on a Customer purchase order or vendor portal do not apply unless Skyu signs them.
4. Updates to this Agreement
We may update this Agreement by posting a revised version on the Website with a new “Last Updated” date. For Customers with an active Order, material changes take effect at the next renewal of that Order unless Customer agrees to them sooner. For everyone else, continued use of the Software or Website after the revised version is posted means you accept it. Questions about this Agreement go to contact@getskyu.com.
5. License Grant
5.1 The Software is licensed, not sold. Subject to this Agreement and the applicable Order, Skyu grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the license term, to install and run the Software in the Authorized Environment, and to use the Documentation, solely for Customer’s internal business purpose of evaluating and improving its own robot training data and policies.
5.2 Evaluation licenses. If the Software is provided for a pilot, trial, or evaluation, the license is limited to internal evaluation of whether to enter a commercial agreement with Skyu. It lasts for the period stated in the Order or License Key, or [30] days from delivery if none is stated. Skyu may end an evaluation license at any time by written notice. Evaluation use is provided without support commitments, warranties, or indemnities of any kind.
5.3 Commercial licenses. A paid license lasts for the term, and is limited to the sites, users, volume, and other limits, stated in the Order.
5.4 Copies. Customer may make only the copies of the Software reasonably needed to install and run it within the licensed limits, plus one copy for backup. Every copy remains Skyu’s property, is subject to this Agreement, and must keep all Skyu notices and identifiers.
5.5 No other rights. Skyu reserves all rights not expressly granted. No license is granted by implication, estoppel, or otherwise. Delivery of Source Code in readable form does not make the Software open source and grants no right to use the Source Code except as stated in Section 9.
6. Delivery and On-Premises Deployment
6.1 Delivery. Skyu delivers the Software privately to Customer, for example as a Python wheel file or container image through a private link or repository. The Software is not published on public package registries. Customer must not upload the Software to any public or shared registry, repository, mirror, or file-sharing service.
6.2 Customer runs the Software. The Software runs entirely within the Authorized Environment. Customer is responsible for installing and operating it, for the hardware and third-party software it runs on, for the security of the Authorized Environment, and for backing up Customer Data and Output.
6.3 Location. Customer must not install or run the Software outside the Authorized Environment, including on personal devices, on infrastructure owned or controlled by a third party on that party’s own behalf, or in any environment that Customer shares with another organization.
6.4 License Keys. The Software may require a License Key and may stop working, or limit its functions, when the License Key expires or a licensed limit is reached. License Keys are Skyu’s Confidential Information, are issued for Customer only, and must not be shared, copied beyond what installation requires, published, or transferred.
6.5 Build identifiers. Each delivery may contain identifiers, including watermarks, that are unique to Customer and allow Skyu to trace a copy to its source. Customer must not remove, alter, or obscure them.
7. Authorized Users
Only Authorized Users may access the Software, the Source Code, and License Keys. Customer must limit access to those who need it, keep a record of who has access and make it available to Skyu on request, and remove access promptly when a person leaves or no longer needs it.
Contractors may access the Software only to perform services for Customer, only within the Authorized Environment, and never if the contractor develops or sells a product that competes with the Software. Customer is responsible for every act and omission of its Authorized Users, and of anyone who gains access to the Software through Customer, as if it were Customer’s own.
8. Restrictions
Except as this Agreement expressly allows, Customer must not, and must not allow or help anyone else to, do any of the following.
8.1 Copying and sharing
Copy the Software, the Source Code, or the Documentation, in whole or in part, beyond the copies Section 5.4 allows.
Distribute, publish, disclose, transmit, or make the Software or Source Code available to any third party, including affiliates, customers, partners, investors, and consultants who are not Authorized Users.
Sell, resell, rent, lease, lend, sublicense, assign, or otherwise transfer the Software or any right in it.
Use the Software to provide a service to third parties, including scoring, curating, or grading data for others, operating it as a hosted or managed service, or bundling it with a product, without Skyu’s prior written consent.
Upload the Software or Source Code to a public or shared code repository, package registry, paste site, forum, or file-sharing service.
Enter the Software or Source Code into any third-party AI system, coding assistant, or model-training pipeline that retains its inputs or uses them to train or improve models.
8.2 Reverse engineering and derivative works
Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive or reconstruct the Source Code, algorithms, scoring methods, parameters, or internal design of the Software, including any part delivered in compiled or obfuscated form.
Modify, adapt, patch, port, or create derivative works of the Software, or extract any part of it for use in other software.
Reimplement the Software, or any scoring method in it, in any programming language or framework, using knowledge gained from access to the Software, Source Code, or non-public Documentation.
Use the Software, Source Code, non-public Documentation, or Output to build, train, validate, benchmark, or improve any product or service that competes with the Software or performs substantially similar functions, whether for sale or for internal use in place of the Software.
Use the Software, Source Code, or Output to train a machine learning model to replicate or approximate the Software’s scores, rankings, or methods.
8.3 Tampering and circumvention
Tamper with, degrade, or interfere with the integrity, reliability, or correct operation of the Software, or alter it so that it produces results Skyu did not design it to produce while still presenting them as Skyu results.
Remove, bypass, disable, forge, or circumvent any License Key, expiration date, usage or volume limit, integrity check, build identifier, watermark, or other technical protection.
Change system clocks, split or relabel data, run parallel copies, or use scripts, bots, or other automation in order to evade a licensed limit or extend an expired license.
Use the Software after the license term ends, or beyond the sites, users, or volume the Order allows.
Remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary notice in the Software, Documentation, or Output.
8.4 Security and vulnerability testing
Probe, scan, exploit, or experiment with vulnerabilities in the Software, License Keys, the Website, or Skyu’s delivery systems, or publish or share any vulnerability or exploit, except as Section 10 allows.
Introduce viruses, malware, or other harmful code into the Software or any Skyu system.
Access non-public areas of the Website or Skyu’s systems, or another customer’s delivery, without authorization.
8.5 Website and automated access
Use any robot, spider, scraper, crawler, or other automated means to access, copy, or extract content from the Website or the Documentation, or to submit access requests or forms.
Frame, mirror, or republish the Website or Documentation.
Interfere with or disrupt the Website, or the servers and networks that host it.
For clarity, Customer may script and automate its own licensed runs of the Software inside the Authorized Environment, for example in a data pipeline. Section 8.5 does not restrict that.
8.6 Benchmarks and public statements
Publish or disclose to any third party benchmark results, performance tests, comparisons, or evaluations of the Software without Skyu’s prior written consent.
Misrepresent Output, or present modified Output as produced by Skyu.
8.7 Unlawful use
Use the Software in violation of any law, including export control and sanctions laws, or in a way that infringes or misappropriates anyone’s rights.
8.8 Legal limits. If applicable law gives Customer a right to do something this Section prohibits and that right cannot be waived by contract, the prohibition applies to the fullest extent the law allows. Customer must first give Skyu written notice and a reasonable chance to supply the information or alternative Customer needs.
8.9 Notice of misuse. Customer must tell Skyu promptly at contact@getskyu.com if it learns of any unauthorized access, copying, disclosure, or use of the Software, Source Code, or a License Key, and must cooperate reasonably to stop it.
9. Source Code
9.1 Trade secret. Parts of the Software are delivered as readable Python code. That is for Customer’s convenience in installing, running, and auditing the Software inside its own environment. The Source Code is Skyu’s trade secret and Confidential Information no matter how easily it can be read. Skyu delivers it only under the confidentiality obligations of this Agreement, and Customer acknowledges that these obligations are reasonable measures to keep it secret.
9.2 Permitted review. Authorized Users may read the Source Code only as needed to (a) install, run, and troubleshoot the Software, (b) carry out Customer’s internal security, privacy, or compliance review of the Software, and (c) understand how Output was produced. No other use is permitted. Customer must not copy Source Code into its own code, documents, tickets, or tools, except short excerpts in a confidential support request sent to Skyu.
9.3 No residual rights. No one may use what they learned or remember from the Source Code to design, build, or improve software with similar functions. Customer must take reasonable steps to keep Authorized Users who have reviewed the Source Code from working on any such software for the license term and [12] months after it ends.
9.4 Independent development. This Agreement does not stop Customer from independently developing its own tools, provided it does so without any use of or reference to the Software, Source Code, non-public Documentation, or Skyu’s other Confidential Information. Customer bears the burden of showing independent development with records made at the time.
9.5 Protection. Customer must protect the Source Code with at least the care it uses for its own most sensitive source code, and never less than reasonable care. This includes access controls limited to Authorized Users and keeping the Software out of public or shared storage.
9.6 Survival. Customer’s obligations for the Source Code continue after this Agreement ends, for as long as the Source Code remains a trade secret.
10. Security Reports
Skyu welcomes reports of security problems. If Customer discovers a vulnerability in the Software during normal licensed use or during the internal review Section 9.2 allows, Customer must report it promptly and confidentially to contact@getskyu.com, give Skyu reasonable time to fix it, and not disclose it to anyone else or exploit it. Testing beyond that, including penetration testing of the Software’s license controls, requires Skyu’s prior written consent. Customer may always test and secure its own Authorized Environment.
11. Customer Data and Output
11.1 Customer Data stays with Customer. The Software processes Customer Data inside the Authorized Environment. It is designed to run without sending Customer Data or Output to Skyu, and it can run with no network connection. Skyu receives Customer Data or Output only if Customer chooses to send it, for example in a support request.
11.2 Ownership. As between the parties, Customer owns Customer Data and, subject to Skyu’s rights in the Software and its methods, the Output. Customer may use Output for its internal business purposes, including sharing its own results inside its organization, subject to Sections 8.2 and 8.6.
11.3 Customer’s responsibility. Customer is responsible for Customer Data, including having all rights and permissions needed to process it with the Software, and for its accuracy, legality, and backup.
11.4 Data Customer sends to Skyu. If Customer sends Skyu any Customer Data or Output, Skyu will treat it as Customer’s Confidential Information and use it only to support Customer and, where Customer has agreed in writing, to improve the Software.
12. Diagnostics and Optional Data Sharing
The Software does not send usage data to Skyu on its own. The Software may let Customer create a diagnostic or summary file to share with Skyu. Creating and sending such a file is optional, Customer can review its contents first, and Skyu will use what it receives only as described in the file’s documentation or in the Order. Skyu may use information that does not identify Customer or reveal Customer Data, in aggregated form, to maintain and improve the Software.
13. Feedback
If Customer gives Skyu suggestions, bug reports, or other feedback about the Software, Skyu may use it for any purpose without restriction or payment. Feedback does not include Customer Data. Customer assigns to Skyu all rights in feedback, and where assignment is not possible, grants Skyu a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it.
14. Third-Party and Open-Source Components
The Software includes or depends on third-party and open-source components that are licensed under their own terms, which are listed in the Software or the Documentation. Those terms govern those components, and nothing in this Agreement limits rights Customer has under them. The restrictions in this Agreement apply to everything else in the Software, including Skyu’s own code that calls, wraps, or extends those components. Skyu is not responsible for third-party software or hardware that Customer uses with the Software.
15. Website and Documentation
Skyu grants you a limited, revocable right to view the Website and the public Documentation for information about Skyu and its products. Documentation that requires a login or is delivered with the Software is Skyu’s Confidential Information and may be used only by Authorized Users with the Software. If we give you login credentials, keep them confidential, do not share them, and tell us promptly of any unauthorized use. Information you submit through the Website, such as an access request, is handled under our Privacy Policy.
16. Fees and Taxes
Fees, if any, are stated in the Order. Unless the Order says otherwise, fees are due within 30 days of invoice, are non-cancellable and non-refundable, and exclude taxes. Customer pays all sales, use, value-added, withholding, and similar taxes, other than taxes on Skyu’s net income. Overdue amounts accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower. Skyu may suspend License Keys and support while undisputed amounts remain overdue after 10 days’ written notice.
17. Support and Updates
Skyu provides support and updates only as stated in the Order. Skyu may, at its discretion, release updates, fixes, and new versions, and may change or retire features. Any update Skyu delivers is part of the Software and subject to this Agreement. Skyu may require Customer to move to a current version to receive support.
18. Term and Termination
18.1 Term. This Agreement starts when Customer first accepts it and continues until every license under it has expired or been terminated.
18.2 Termination for breach. Either party may terminate this Agreement or an Order by written notice if the other materially breaches it and does not cure within 30 days of written notice. Skyu may terminate immediately by written notice if Customer breaches Section 5, 6, 7, 8, 9, or 21, because those breaches cannot be undone.
18.3 Suspension. Skyu may suspend or revoke a License Key without liability if it reasonably believes Customer is breaching Section 8 or 9 or that a copy of the Software or a License Key has been exposed. Skyu will tell Customer the reason and restore access once the issue is resolved.
18.4 Effect of termination. When a license expires or terminates, Customer must within 10 days:
stop all use of the Software, Source Code, Documentation, and License Keys;
uninstall the Software and permanently delete every copy, including copies in backups, container images, virtual environments, caches, build artifacts, and code repositories, and any notes or materials that reproduce or describe the Source Code; and
on Skyu’s request, have an officer certify in writing that this has been done.
Customer may keep Output it generated during the license term for internal use, subject to Sections 8.2 and 8.6. Fees paid are not refunded, and any unpaid fees for the committed term become due, unless termination results from Skyu’s uncured breach.
18.5 Survival. Sections 2, 3, 8, 9, 11.2, 13, 16 (for amounts owed), 18.4, 18.5, and 19 through 30 survive expiration or termination.
19. Compliance Verification
On Skyu’s written request, no more than once every 12 months unless Skyu has reason to suspect a breach, Customer will within 15 days give Skyu a signed statement describing where the Software is installed, who has access, and how Customer has complied with Sections 5 through 9. If the statement or other evidence gives Skyu reason to believe Customer has breached this Agreement, Skyu or an independent auditor bound by confidentiality may inspect the relevant records and systems on reasonable notice during business hours, in a way that does not expose Customer Data. Customer will promptly pay for any use beyond its license at Skyu’s then-current rates and, if the excess is 5% or more, the reasonable cost of the audit.
20. Ownership
Skyu and its licensors own all right, title, and interest in the Software, Source Code, Documentation, License Keys, and Website, including every scoring method, algorithm, design, report format, improvement, and derivative work, and all intellectual property rights in them. If Customer or anyone acting through Customer creates a modification or derivative work of the Software despite Section 8, Customer assigns all rights in it to Skyu. Skyu’s names, logos, and marks may not be used without Skyu’s prior written consent.
21. Confidentiality
21.1 Definition. “Confidential Information” means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Skyu’s Confidential Information includes the Software, Source Code, License Keys, non-public Documentation, pricing, roadmaps, and the results of any evaluation or benchmark of the Software. Customer’s Confidential Information includes Customer Data and Output.
21.2 Obligations. The receiving party will use the other’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, will disclose it only to its employees and contractors who need to know it and are bound by written confidentiality obligations at least as protective as these, and will protect it with at least reasonable care.
21.3 Exclusions. Confidential Information does not include information that the receiving party can show (a) is or becomes public through no fault of its own, (b) it already knew without restriction before receiving it, (c) it received from a third party who was free to disclose it, or (d) it developed independently without use of or reference to the other party’s Confidential Information. Source Code does not become public, and does not fall within (a), because copies were delivered to Skyu’s customers under confidentiality terms or because someone disclosed it in breach of an obligation to Skyu.
21.4 Required disclosure. A party may disclose Confidential Information when the law requires it, after giving the other party prompt notice where legally allowed and reasonable help in seeking protection.
21.5 Duration. These obligations last for the term of this Agreement and five years after it ends, and for trade secrets, including the Source Code, for as long as they remain trade secrets.
21.6 Notice under 18 U.S.C. § 1833(b). An individual will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a filing made under seal in a legal proceeding.
22. Disclaimers
22.1 As is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, DOCUMENTATION, OUTPUT, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SKYU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. SKYU DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH CUSTOMER’S HARDWARE, DATA FORMATS, OR MODELS.
22.2 Output is an estimate. OUTPUT CONSISTS OF STATISTICAL ESTIMATES. IT MAY BE INCOMPLETE OR WRONG, AND IT DEPENDS ON CUSTOMER DATA, THE MODEL CHECKPOINT SUPPLIED, AND HOW CUSTOMER CONFIGURES THE SOFTWARE. SKYU DOES NOT WARRANT THAT ACTING ON OUTPUT, INCLUDING REMOVING, KEEPING, OR REWEIGHTING TRAINING DATA, WILL IMPROVE ANY MODEL OR POLICY OR PRODUCE ANY PARTICULAR RESULT. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS DECISIONS ABOUT TRAINING DATA, MODELS, AND DEPLOYMENT.
22.3 Physical systems. THE SOFTWARE IS A DATA ANALYSIS TOOL. IT IS NOT A SAFETY SYSTEM AND IS NOT DESIGNED TO CERTIFY, VALIDATE, OR CONTROL ANY ROBOT, VEHICLE, OR OTHER PHYSICAL SYSTEM. CUSTOMER IS SOLELY RESPONSIBLE FOR TESTING, VALIDATING, AND SAFELY OPERATING ANY MODEL, POLICY, ROBOT, OR SYSTEM THAT IS TRAINED OR CHANGED USING OUTPUT, AND FOR ANY INJURY OR PROPERTY DAMAGE THAT RESULTS FROM ITS OPERATION.
23. Limitation of Liability
23.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYU AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, MODELS, OR TRAINING TIME AND COMPUTE COSTS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
23.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYU’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID SKYU FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) $100.
23.3 What the limits do not cover. The limits in this Section do not apply to Customer’s breach of Sections 5 through 9 or 21, to Customer’s infringement or misappropriation of Skyu’s intellectual property, or to Customer’s payment or indemnification obligations.
23.4 Time limit. Any claim arising out of this Agreement must be brought within 12 months after it arises, or it is permanently barred. This time limit does not apply to Skyu’s claims for breach of Sections 5 through 9 or 21.
23.5 Jurisdictions. Some jurisdictions do not allow certain disclaimers or limits. In those jurisdictions, Skyu’s liability is limited to the fullest extent the law allows.
24. Indemnification
Customer will defend, indemnify, and hold harmless Skyu and its officers, directors, employees, and agents from any third-party claim, and all related losses, damages, settlements, costs, and reasonable attorneys’ fees, arising out of (a) Customer Data, (b) Customer’s use of the Software or Output in breach of this Agreement or the law, (c) any model, policy, robot, product, or service that Customer trains, builds, or operates using Output, or (d) acts or omissions of Customer’s Authorized Users. Skyu will give Customer prompt notice of the claim and reasonable cooperation, and may join the defense with its own counsel at its own cost. Customer may not settle a claim in a way that imposes liability or obligations on Skyu without Skyu’s written consent.
25. Injunctive Relief
Customer agrees that unauthorized copying, disclosure, or use of the Software or Source Code would cause Skyu irreparable harm that money cannot adequately repair. Skyu may seek an injunction, specific performance, or other equitable relief in any court with jurisdiction to stop an actual or threatened breach of Sections 5 through 9 or 21, without posting a bond and without first using the informal process or arbitration in Section 26. This is in addition to any other remedy available to Skyu.
26. Dispute Resolution and Arbitration
26.1 Informal resolution. Before starting any proceeding, the party with a dispute will contact the other (Customer at contact@getskyu.com) and the parties will try to resolve it informally for at least 30 days.
26.2 Arbitration. Except as Sections 25 and 26.3 provide, any dispute arising out of or relating to this Agreement, including its interpretation, validity, and the scope of this arbitration clause, will be resolved only by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, in San Francisco, California. The Federal Arbitration Act governs this Section. The arbitrator may award the prevailing party its reasonable attorneys’ fees and costs. Judgment on the award may be entered in any court with jurisdiction.
26.3 Exceptions. Either party may bring in court, rather than arbitration, (a) a claim for the relief described in Section 25 and (b) a claim for infringement or misappropriation of its intellectual property or trade secrets.
26.4 Class waiver. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY. NO CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING MAY BE MAINTAINED, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY WITHOUT SKYU’S CONSENT. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY.
27. Governing Law and Venue
Delaware law governs this Agreement, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Any claim that is not subject to arbitration will be brought only in the state or federal courts located in Delaware, and each party consents to their jurisdiction, except that Skyu may seek relief under Section 25 in any court with jurisdiction over Customer.
28. Export Controls and Government Users
28.1 Export. The Software is subject to U.S. export control and sanctions laws. Customer will not export, re-export, or transfer the Software, or allow access to it, in violation of those laws, including to any embargoed country or any person on a U.S. government restricted-party list. Customer represents that it is not located in such a country and is not such a person.
28.2 Government users. The Software and Documentation are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government users receive only the rights granted in this Agreement.
29. Publicity
Neither party will use the other’s name or logo publicly, or announce the relationship, without the other’s prior written consent. Consent may be given by email.
30. General
30.1 Assignment. Customer may not assign or transfer this Agreement or any license, by operation of law, change of control, or otherwise, without Skyu’s prior written consent. Any attempt to do so is void. If Customer is acquired by, or comes under the control of, a company that develops or sells a product competing with the Software, Skyu may terminate this Agreement by written notice. Skyu may assign this Agreement to an affiliate or to a successor to its business.
30.2 Entire agreement. This Agreement, the Order, and any documents they incorporate are the entire agreement between the parties about the Software and replace all earlier agreements and discussions about it. A license file or notice included with the Software restates the license for convenience. If it conflicts with this Agreement or the Order, this Agreement and the Order control.
30.3 Severability. If a court or arbitrator finds any provision unenforceable, it will be enforced to the fullest extent allowed and the rest of the Agreement stays in effect.
30.4 No waiver. A party’s failure to enforce a provision is not a waiver of it. A waiver must be in writing and applies only to the instance it names.
30.5 Notices. Skyu may give notices by email to the contact Customer provided or by posting on the Website. Customer gives notices to Skyu by email to contact@getskyu.com, and Skyu will provide a mailing address on request. Notices of breach or termination must clearly identify themselves as legal notices.
30.6 Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, other than payment obligations and Customer’s obligations under Sections 5 through 9 and 21.
30.7 Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, or agency, and no third party has rights under it.
30.8 Headings. Headings are for convenience and do not affect meaning. “Including” means “including without limitation.”
30.9 Contact. Questions about this Agreement: contact@getskyu.com.