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Skedway Terms of Use

Skedway Terms of Use

Skedway Terms of Use

Last Reviewed: January 16, 2021

Please read the terms of service of the SKEDWAY platform below (periodically updated by SKEDWAY DO BRASIL LTDA, or simply "SKEDWAY") carefully.

By accessing the SKEDWAY Platform through www.skedway.com ("Skedway Site") or using it via applications downloaded and installed on computers or smartphones ("SKEDWAY Apps"), you accept and agree to these Terms of Service, along with the SKEDWAY Privacy Policy and the System Usage Requirements (periodically updated by SKEDWAY). By doing so, you also declare that you are legally authorized (if an individual, with legal competence and over 18 years old) to accept and agree to these terms.

Please also read our Privacy Policy to understand how we collect and use your information.

When we refer to the "SKEDWAY Platform" in these terms, we mean all digital applications (software) connected to the SKEDWAY database, currently hosted on AMAZON's AWS servers.

This platform is currently comprised of various Mobile Apps (smartphone and tablet apps), accessory software ("Add-ins or plug-ins"), web pages, and other intellectual properties used or contained within the SKEDWAY platform as a whole.

1. SKEDWAY Platform Subscription

To access any of the services of the SKEDWAY Platform, you will need to request a SKEDWAY Subscription. This request can be made through our standard form available at www.skedway.com ("Order Form") or directly with the SKEDWAY sales team or authorized resellers.

After electronically placing a subscription order, you will receive an email notification within approximately 48 hours informing you whether your submitted Order Form has been accepted or rejected by SKEDWAY.

SKEDWAY reserves the right to reject subscription requests at its sole discretion.

2. Reservable Spaces and Users

Requesting a SKEDWAY Platform Subscription will always include the total number of physical spaces (typically meeting rooms or workstations) that can be reserved through the services offered by the SKEDWAY platform ("Reservable Spaces"). The SKEDWAY Service covered by the chosen Subscription can only be accessed and used by individuals authenticated by the SKEDWAY platform as one of its Users in their Subscriptions ("Your Users").

According to the Subscription Plan, the SKEDWAY Platform will limit the number of people who will be authenticated in the system (via its web pages or through the SKEDWAY apps).

3. Our Contract

This Term (together with our "Privacy Policy" and the "Service Agreement") constitutes what we will call "Our Contract," which creates a commercial relationship between you and SKEDWAY. These documents thus establish all the terms and conditions of the SKEDWAY services. Our Contract describes all the SKEDWAY Services that will be provided to you and your Users, the fees that must be paid to SKEDWAY (according to the chosen Subscription Plan), payment deadlines, how we will work together, and other aspects of our legal relationship. Our contract is an important legal document, and we strive to ensure the language used here is as simple and direct as possible.

By accessing or using the SKEDWAY Platform with its Services, you agree to all the terms of Our Contract.

4. Rights Granted to You and Your Users

You and your Users have the non-exclusive, non-transferable right to access and use the SKEDWAY Platform only with the SKEDWAY Services covered by your active Subscriptions ("Your Subscription Services"). Thus, all your Users will be subject to the terms of Our Contract. Access and use of the SKEDWAY Platform and Your Subscription Services, whether by you or your Users, are subject to all limitations and restrictions of Our Contract, especially regarding the maximum number of Reservable Spaces covered by this Subscription, as stated in the Subscription Request. If there is unauthorized access or use of the SKEDWAY Platform or any SKEDWAY Service, by you or any of your Users, SKEDWAY has the right to immediately deactivate or suspend access or use of the SKEDWAY Platform or any of Your Subscription Services contracted, whether for you or any other Users.

5. Use of SKEDWAY Services

a) User Authentication: All Users must be authenticated on the SKEDWAY Platform before accessing or using the SKEDWAY services of their subscription.

b) Your Responsibilities: You are responsible for acquiring and bearing the cost of all Electronic Devices (computers, tablets, smartphones, or similar) and Internet connectivity services (whose speed can significantly impact the responsiveness of the SKEDWAY Platform and Your Subscription Services) necessary for the use of the SKEDWAY platform and its related services. Without these items, the use of the SKEDWAY Platform will be unfeasible.

While SKEDWAY recommends some third-party brands and models of Electronic Devices for operation with the SKEDWAY Platform, it is not responsible for the availability of SKEDWAY Services on these devices.

SKEDWAY, through APEK INDÚSTRIA E COMÉRCIO DE PRODUTOS ELETRÔNICOS LTDA, may offer a device specifically dedicated to the use of the SKEDWAY platform, called SK8.

This is the only product for which SKEDWAY is responsible, provided there is adequate connectivity.

Thus, by agreeing to these terms, you acknowledge that the utility and performance of the SKEDWAY Platform and Your Subscription Services are based on (and require) having the necessary Electronic Devices, properly installed and in perfect working order. To the extent that you do not meet the requirements of this Section 5 (b and c), the SKEDWAY Platform and its subscription services may not function or accurately transmit the information registered by you and your Users in the SKEDWAY System or others integrated with it. Therefore, SKEDWAY cannot be held responsible for failures or any costs associated with restoring systems and services in these cases.

You and your Users are allowed to access and use the SKEDWAY Platform and Your Subscription Services only for your internal business purposes and in accordance with all applicable laws, rules, and regulations (including those related to Internet privacy, data, and email).

You also agree not to allow any of your Users to access or use the SKEDWAY Platform services for illegal purposes or involve any illegal, offensive, indecent, or objectionable conduct, including violating the privacy of third parties or other rights.

You and your Users also cannot use the SKEDWAY Platform and Your Subscription Services to transmit, store, or publish any obscene, defamatory, threatening, or illegal content that infringes or violates any rights.

SKEDWAY may impose limits on the bandwidth usage and file storage by you and your Users on the SKEDWAY Platform. It may also impose additional fees or limit file hosting on the SKEDWAY Platform if you or your users exceed these limits.

SKEDWAY reserves the right to immediately block access to the SKEDWAY Platform if it is being used unauthorized.

You are responsible for all activities occurring under your SKEDWAY account, regardless of whether such activities are authorized or known to you. You are also responsible for all activities occurring within, through, or as a result of access or use of the SKEDWAY Platform or SKEDWAY Services by a person who is not one of your Users but accesses or uses the SKEDWAY Platform or SKEDWAY Services using the credentials or login identity of any User, regardless of whether such access, use, or activity is authorized or known to you. Do not share or allow any of your users to share their login credentials (including passwords) with anyone else.

You agree that, without our express prior approval, none of your users may: (a) use or initiate any automated system that sends more request messages to our servers than a human could reasonably produce in the same period using a conventional browser; (b) access or use the SKEDWAY Platform in any way that damages, disables, overburdens, or impairs the SKEDWAY Platform or any of its services, interfering with the stability of the SKEDWAY systems as well as the access of any other customer or user to this Platform; (c) attempt to gain unauthorized access to or use the SKEDWAY Platform and its services. You also agree that each of your users will be an individual at least 18 (eighteen) years old, capable and willing to comply with all the requirements of these Terms, the Privacy Policy, and the Acceptable Use Requirements. You will immediately notify us of any unauthorized use of any of your SKEDWAY account login credentials, including passwords or identifications.

You will be solely responsible for all message and data rates charged by your wireless service provider or your users' provider when accessing the SKEDWAY Platform also through a mobile device. Therefore, we recommend contacting your mobile service provider for plans and pricing details. SKEDWAY is not responsible for delays, interruptions, or other transmission errors related to your or your users' devices, services, or wireless service providers.

The SKEDWAY Platform is protected by intellectual property laws, and therefore, you agree not to allow any of your Users to distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify, or share the SKEDWAY Platform. Therefore, you and your Users also agree not to reproduce, adapt, create derivative works, translate, localize, port, or otherwise modify the SKEDWAY Platform or its Services;

You and your Users also agree not to remove or alter any copyright notices or other proprietary rights contained in the SKEDWAY Platform. Under no circumstances is it permitted to decompile, disassemble, reverse compile, reverse assemble, reverse translate, or reverse engineer the SKEDWAY Platform and its Services; You and your Users agree not to use any means possible to discover the source code or trade secrets in the SKEDWAY Platform, as well as circumvent any functionality that controls access or protects the SKEDWAY Platform.

c) Our Responsibilities

SKEDWAY is responsible for providing you and your users with access to the SKEDWAY Platform with the subscribed services, limited to the number of Reservable Spaces and Users you requested in your Subscription, provided you have met your payment obligations. SKEDWAY will also make all reasonable efforts to ensure that you and your Users can access and use the SKEDWAY Platform and its Services, in accordance with the Acceptable Use Requirements, Security Measures, and Privacy Policy.

You agree that, if you or any of your Users violate these Terms, SKEDWAY reserves the right to immediately terminate your Subscription, and SKEDWAY may suspend or cancel access to the SKEDWAY Platform and Services covered by the Subscription in question.


6. Additional Terms of Use for SKEDWAY Applications

Within the terms of Our Agreement, we grant you and your Users limited, non-exclusive, and non-transferable licenses for the SKEDWAY applications on mobile devices, Room Displays, and other compatible devices. Except as expressly permitted by these Terms, you and your Users may not: (a) copy, modify, or create derivative works based on the SKEDWAY Application; (b) distribute, transfer, sublicense, lease, lend, or rent the SKEDWAY Application to any third party; or (c) reverse engineer, decompile, or disassemble the SKEDWAY Application. SKEDWAY also reserves all rights in the SKEDWAY Applications not expressly granted to you and your Users under these Terms. If you or one of your Users accesses or downloads the SKEDWAY application from any app store or distribution platform (such as the Apple App Store, Google Play Store, Microsoft Store, or another, ("App Provider")), you acknowledge and agree, on behalf of yourself and your Users, to comply with the applicable terms and conditions and other requirements of that App Provider.

It is important to note that these Terms are between you and SKEDWAY and not between you and the “App Provider.” SKEDWAY is solely responsible for the SKEDWAY application.

The App Provider has no obligation to provide any maintenance and support services for the SKEDWAY Applications.

SKEDWAY is not responsible if, for any reason, the SKEDWAY Applications are removed from third-party app stores. We only guarantee that we will make our best efforts to have them return to the stores as quickly as possible.

7. Your Content

The SKEDWAY Services allow you and your Users to upload, transmit, and use your information on the SKEDWAY Platform. You are responsible for the accuracy, quality, legality, and the manner in which you and your Users acquire this content. You understand that SKEDWAY will use "Your Content" to provide the SKEDWAY Subscription Services.

You represent that you have all necessary rights to provide “Your Content” to SKEDWAY, which will use it as per Our Agreement.

8. Your Data; Data Security; Deleted Data

SKEDWAY is committed to keeping your data secure and confidential, offering privacy to you and all your users.

The information on the SKEDWAY Platform will be accessible only to authorized users, according to each user's access profile. These access configurations are entirely your responsibility, as the System Administrator, and you must define the level of information access for each user.

If you or your users request the cancellation of their accounts, SKEDWAY guarantees that all existing data will be deleted (removed from the SKEDWAY system database) within approximately three months after the cancellation request or contract termination.

SKEDWAY cannot be held responsible if, for any reason, you, your users, SKEDWAY, or third-party systems (integrated with SKEDWAY) delete existing data in the SKEDWAY Platform's database tables, whether by human intervention or system error.

If this occurs, SKEDWAY will make its best efforts to restore security backups to assist in recovering lost data. However, SKEDWAY does not guarantee that this recovery will be complete and therefore cannot be legally or financially responsible for any losses.

9. Intellectual Property

a. SKEDWAY Intellectual Property.

The SKEDWAY Platform and its Services, including the "look and feel" (e.g., text, graphics, images, logos), content, and other materials, are protected by copyrights, trademarks, and other laws. You acknowledge and agree that SKEDWAY and its licensors own all rights, trade secrets, patents, trademarks, and other intellectual property rights in the SKEDWAY Platform and its Services (including any modifications or improvements made to the SKEDWAY Platform during the provision of any Services to you). Our Agreement does not provide title, licenses, or ownership of the SKEDWAY Platform or any of the aggregated Services, or any copies or modifications or improvements made during the contract period. You and your Users have only a limited right to remote access and use of the SKEDWAY platform and its subscription services, as expressly permitted and limited by Our Agreement.

b. Contributions.

Any comments, evaluations, or suggestions that you or your employees, agents, or Users provide to SKEDWAY (in any format) for the improvement of the SKEDWAY Platform or its aggregated Services, which result in improvements, updates, modifications, or enhancements to the SKEDWAY Platform and its Services (including any improvements based on or resulting from comments, evaluations, and suggestions) belong exclusively to SKEDWAY. Therefore, you agree that any enhancement resulting from this feedback, evaluations, suggestions, and comments (collectively “Contributions”) does not grant you or any of your employees, agents, or Users any rights to the SKEDWAY Platform or its Services. These contributions are the exclusive property of SKEDWAY, which may use and disclose these contributions without prior notice or compensation to you or your employees, agents, and users. You, on behalf of yourself and your employees, agents, and Users, irrevocably assign to SKEDWAY all rights, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, know-how, moral rights, and all other intellectual property rights) that you or they may have in these “Contributions.” If requested, you will ensure that your employees, agents, and Users execute any necessary documents, records, or filings to effectuate the above assignment.

11. Subscription Fee

a. The value of your Subscription Plan

When subscribing to the SKEDWAY Platform, you and your Users agree to pay for the services of your Subscription Plan to SKEDWAY, according to the prices and terms (“Subscription Value”) defined at the time of service contracting on our website. If the subscription is through a Service Contract, the values and billing method will be defined in that document.

For monthly subscriptions, without a minimum term, if there are changes in values during the contract period, you will be notified at least 30 (thirty) days before the renewal date.

In the case of renewing promotional or free subscriptions, the commercial conditions initially contracted by you and your Users may change without prior notice if the existing commercial conditions at the time of renewal of the SKEDWAY Subscription Plan are no longer available or have been modified.

b. Subscription Due Date

The Subscription Value payment must always be made in advance, according to the contracted Subscription Plan.

c. Payment Method

You will pay the due Subscription Fees through the payment method specified in the SKEDWAY Order, which will be available on the system's Internet Administrative Panel and the signed contract, when applicable.

d. Taxes

The service values contracted through the Internet include only the applicable taxes for companies and citizens of the United States, where SKEDWAY services are resold by APEK INTERNACIONAL LLC. If you or your users are located in the European Union or other countries, all applicable taxes must be collected by you, according to your country's tax laws.

If you are located in Brazil, you must sign a contract with SKEDWAY DO BRASIL LTDA, which owns the SKEDWAY Platform. All Brazilian taxes will apply, and the Subscription Fee may be different from those listed on the Internet site. It is entirely your responsibility to request a local contract from SKEDWAY DO BRASIL LTDA. If your company opts to request the SKEDWAY platform via the Internet, SKEDWAY DO BRASIL LTDA will not be responsible for any taxes you or your company have to collect in Brazil.

e. Overdue Payments

SKEDWAY reserves the right to charge penalties and interest if you delay in paying the Subscription Fees. In such cases, a 2% (two percent) monthly penalty or the maximum amount allowed by law will be charged, calculated from the payment due date until full payment is made.

f. Refund of Payments

SKEDWAY will not make any refunds of amounts paid by you for the use of the SKEDWAY Platform, except in the case of company or service termination. If, at any time, you request a downgrade to a lower Subscription Plan, SKEDWAY may, at its sole discretion, allow you to pay a lower and proportional amount at the next renewal, not offering a refund of the amounts paid.

g. The Free Subscription Plan may not, under any circumstances, be used by other companies that develop and/or market systems for Corporate Space Management, including Room Scheduling and Workspace Scheduling similar and competing with the SKEDWAY Platform. If this occurs, the infringing company must pay a fine of 50 (fifty) annual fees of the SKEDWAY ENTERPRISE Plan, which must be at least USD 50,000.00 (Fifty thousand US dollars) per account.

12. Express Warranties

You warrant that you have the right and legal authority to sign this contract digitally through the electronic acceptance that you will have to “press” to proceed with your subscription.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SKEDWAY PLATFORM AND SKEDWAY SERVICES ARE AVAILABLE "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU AND YOUR USERS UNDERSTAND ALL RISKS ACCESSING AND USING THE SKEDWAY PLATFORM AND SKEDWAY SERVICES. SKEDWAY, ON BEHALF OF ITSELF, ITS AFFILIATES, DISTRIBUTORS, AND AGENTS, DOES NOT MAKE ANY WARRANTIES REGARDING THE SKEDWAY SERVICES CONCERNING THE SPECIFIC NEEDS OF EACH CLIENT, WHICH MAY HAVE “SPECIFIC CONDITIONS” THAT PREVENT THE GOOD FUNCTIONING OF THE PLATFORM.

SKEDWAY DO BRASIL LTDA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL DAMAGES THAT THE SKEDWAY PLATFORM MAY CAUSE TO YOU, YOUR USERS, OR OTHER CORPORATIONS (THIRD PARTIES), INCLUDING (BUT NOT LIMITED TO) COSTS GENERATED BY DATA LOSS, CONTENT LOSS, LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, GOODWILL, OR OTHER INTANGIBLE LOSSES, DAMAGES, CONTRACTS, OR AGREEMENTS CELEBRATED WITH THIRD PARTIES, INTERRUPTION OR CORRUPTION OF DATA, NOR FOR ANY DAMAGES OR LOSS ARISING FROM OR RELATED TO YOUR ACCESS OR USE OF THE SKEDWAY PLATFORM AND/OR ITS SUBSCRIPTION SERVICES, INCLUDING (WITHOUT LIMITATION) DAMAGES CAUSED BY SOFTWARE ERRORS, VIRUSES, BUGS, TROJANS, MALWARE, OR INCOMPATIBILITY OF THE SYSTEM ENVIRONMENT.

IN NO EVENT WILL SKEDWAY’S LIABILITY EXCEED THE TOTAL VALUE YOU PAID TO SKEDWAY FOR YOUR SUBSCRIPTION TO THE SKEDWAY PLATFORM IN THE LAST SIX (6) MONTHS, WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT, OR OTHERWISE.

SKEDWAY will not be liable for any problem, failure, or impossibility to perform the contracted services if you or your Users fail to meet any of the following requirements, as specified at the time of contracting the subscription, or subsequently updated by SKEDWAY.

A) Operating System (Windows, Android, or IOS): versions must always be updated to the last two versions (most recent and previous one), and any of the intermediate versions. B) Hardware: Computers, Tablets, and Devices must be compatible with the contracted Subscription Plan. C) Internet Network: The connection must be at least 20 MBps download and 10 MBps upload. D) Local Network: The internal local network must be suitable for running the SKEDWAY Platform and have the necessary connectivity. E) Security: It is the Customer's responsibility to establish and maintain the necessary protection for access and use of the SKEDWAY Platform, such as antiviruses, updated operating systems, protected local networks, etc.

Therefore, SKEDWAY is not responsible for any problems caused by third parties, such as software and hardware suppliers or internet providers, as well as by any other problem that is not a direct responsibility of SKEDWAY DO BRASIL LTDA.

THE ABOVE WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

13. Term and Termination

Our Agreement begins and comes into force on the date on which SKEDWAY accepts your Subscription request (carried out exclusively through its Website (www.skedway.com) or on the date recorded in the Services Agreement entered into between the parties. Thereafter Our Agreement remains in effect until the date on which all Subscriptions expire or are terminated (whether due to expiration or termination - “End Date”).

The Subscription may be charged monthly, annually or for longer terms, depending on the plan chosen. Therefore, the end of your contract will depend on the contract period. Unless the SKEDWAY Subscription Order expressly prohibits automatic renewal, your Subscription will automatically renew for additional periods equal to the period initially contracted by you and your users.

You and your users will have the right to request early termination of your contract if there is any critical failure in the platform's performance for a continuous period of at least 30 (thirty) days, provided that this failure has been formally reported via email or specific form on the SKEDWAY website. If your contract was carried out on an annual plan, SKEDWAY may reimburse the residual value already paid in advance, if a formal request is made via email to legal@skedway.com.

14. Notifications

All legal notifications directed to SKEDWAY DO BRASIL LTDA must be sent to:
SKEDWAY DO BRAZIL
Rua João Preda, 630 – SET 2
Santa Candida Farm
Campinas, SP
ZIP code: 13087-552

Or
legal@skedway.com


15. We are against Corruption

You represent that you do not receive or have received any bribe, payment, gift or anything of illegal or improper value from any employee or agent of SKEDWAY for entering into this agreement.

This statement does not prevent our sales team or our Distributors from providing reasonable entertainment or gifts in the normal course of business, unless prohibited by applicable law.

If you become aware of any irregular offers or payments, please inform us as soon as possible. Please notify our legal department at legal@skedway.com.

16. Force majeure events

Neither party will be responsible for problems generated by force majeure events (other than payment obligations), which are beyond the reasonable control of the parties, including, but not limited to: fire; storm; inundation; earthquake; explosion; war; acts of terrorism; strike or work stoppage; Internet, telecommunications or utility outages; rebellion; insurrection; Quarantine; boycott; embargo; shortages or unavailability of supplies or qualified personnel; turmoil; law, regulation or government notice; or scheduled or emergency inspection, maintenance, repair or replacement of equipment, software or structure. However, the parties must make their best efforts to resume normal activities as quickly as possible.

17. Relationship of the parties

Nothing in Our Agreement creates a partnership, franchise, joint venture, agency, fiduciary, agency, representative or employment relationship between SKEDWAY, you and your users. There are no third-party beneficiaries under Our Agreement other than the Application Provider as expressly stated in Section 6.

18. Service contract

This contract is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code, the Uniform Computer Information Transaction Act, or any substantially similar legislation will not apply to Our Agreement. You and SKEDWAY agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these terms or any other part of Our Agreement.

19. Export Laws

You agree not to export or re-export the SKEDWAY Services and/or other information or materials provided by SKEDWAY to any country that requires an export license or government approval without first obtaining such license or approval. You agree to comply with all applicable export laws and regulations of the United States, Brazil and are responsible for such laws and regulations at your own expense. You represent and warrant that: (1) you are not located in a country that is subject to a U.S. or Brazilian government embargo, or that has been designated by the U.S. or Brazilian government as a “terrorist supporting” country; and (2) you are not listed on any US or Brazilian government list of prohibited or restricted parties.

20. Applicable law

Our Agreement is governed by the internal laws of Brazil.