Last Updated: November 9, 2018
Welcome to Sky Work MDM (“Sky Work”, the “App”), a mobile security solution offered and operated by Sky Global Technologies Inc. (“Sky”, “we”, “our”). Sky, Sky Work, and related functions and services are provided to you subject to your compliance with the following Terms of Service (“Terms” or “Agreement”). Please read through these Terms carefully. Your use or continued use of Sky Work will indicate your agreement to these Terms. If you do not agree to be bound by the Terms, you may not use Sky Work.
2. LICENSE TO USE THE SERVICES Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, license to use the Services. Sky reserves all rights the Services and the Sky Content (defined below) not expressly granted herein. Sky may terminate this license at any time for any reason or for no reason.
3. COMPANY ACCOUNTS Eligibility You may register for a Company Account on behalf of a company in good standing, provided that you have the authority to enter into contracts on behalf of such company. By registering a Company Account, you are representing that you have the legal right and capacity to enter into and be bound by this Agreement. You are also promising to comply with these Terms and all applicable local, provincial, state, national, and international laws, rules, and regulations for so long as you maintain your Company Account and use the Services. After you register for a Company Account, a member of Sky’s customer support team will contact you to complete the registration process, and to activate your Company Account. Your Company will designate an administrative point of contact for the account (the “Company Administrator”). Sky will work with the Company Administrator to invite Users within your Company to register a User account as described in section 4. You are responsible the manner in which such Users use the Services, as set forth in these Terms. Termination or Suspension of Company Accounts Sky may permanently or temporarily terminate, suspend or delete your Company Account for any reason, including if in Sky’s sole determination, you violate any provision of this Agreement, or for no reason. If the Company Account is deleted, each User account associated with the Company Account shall also be deleted.
(i) create another account if we’ve disabled your User Account, except with our permission;
(ii) buy, sell, transfer, rent lease or allow access to your User Account without our prior written consent; or
(iii) log in or try to log in to access your User Account or the Services through unauthorized third-party applications.
5. UNAUTHORIZED USE OF THE SERVICES You agree not to engage in any of the following prohibited activities:
(i) copying any part of the Services in any medium;
(ii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
(iii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
(iv) uploading invalid data, viruses, worms, or other software agents to or through the Services;
(v) collecting or harvesting any personally identifiable information, including account names, from the Services;
(vi) the Services for any commercial solicitation purposes, other than the legitimate commercial purposes of your Company;
(vii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
(viii) interfering with the proper working of the Services;
(ix) accessing any content on the Services through any technology or means other than those provided or authorized by Sky;
(x) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on the Services or the content therein; or
(xi) encouraging or promoting any activity that violates these Terms.
6. DATA CHARGES You are responsible for any mobile charges that you may incur when you use the Services including text-messaging and data charges for use of the Services and/or updates or upgrades of new versions of the Services. If you’re not sure what those charges may be, please ask your provider before using the Services.
7. SKY PROPRIETARY RIGHTS
Except for User Content, as between you and Sky, Sky owns all of the content on the Services (the “Sky Content”), including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our compilation of User Content (but not the User Content itself) software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content, and all other elements of the Services (excluding any third party intellectual property which is made available in connection with the Services). All intellectual property rights related to the Sky Content (the “Intellectual Property Rights”) are the exclusive property of Sky. 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 through the Services. Use of the Sky Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
8. USER CONTENT Copyright Policy, Representation You are wholly responsible for any User Content you transmit through the Services, whether such data consists of pictures, art work, text, or other data types, such as audio, video, or multimedia. It is unlawful to reproduce or distribute copyrighted material without the permission of the copyright owner or to use trademarks without the permission of the trademark owner. You are responsible for assuring that no User Content you transmit to a site violates any copyright or trademark right, and that it complies with these Terms. Before transmitting User Content through the Services you should assure that such User Content is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright or trademark owner to use the material. By uploading or sharing User Content through the Services: (i) you grant us a limited, royalty free and non-exclusive license to use, adapt, transmit, transfer, store, copy and display the User Content solely in connection with our providing products and/or services to you; and (ii) you represent and warrant to us that the User Content are in the public domain; or that you have all right, title and interest in and to all copyrights in the User Content, or that you have the express permission to copy and use such User Content for all purposes for which you upload or use the Services. You further represent that the User Content does not violate or infringe upon the proprietary rights (including privacy, moral or publicity rights) of others. Inappropriate Content You may not upload to a site any material, whether text, images, or otherwise, that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party, including without limitation, images of celebrities, actors, musicians, sports figures, politicians, cartoon characters or public figures of any kind; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof, or (c) phone numbers, addresses, account numbers, personalized identification numbers or URL addresses (collectively, “Inappropriate Content”). The content of the User Content you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). Indemnification Regarding User Content You agree to indemnify us and hold us and our licensees, suppliers and fulfillers, owners and affiliates, harmless from and against any and all losses, damages, costs or expenses, including reasonable attorneys’ fees, arising out of (a) any claim by a third party that the User Content (or the use thereof) constitutes an infringement or other violation of such third party’s trademark, copyright, intellectual property rights or other rights; or (b) your use of any Inappropriate Content; or (c) any violation of law by you; or (d) any acts prohibited under this section on User Content. Your obligation to indemnify and hold us harmless shall survive any expiration and termination of these Terms. No Liability for Lost Data In the event that you lose your device, Sky does not guarantee that all of the data present on your device prior to its loss will be synced onto your new device, and Sky will not be liable for any discrepancy or loss of data resulting from the loss of your device.
9. INDEMNITY User Indemnity You agree to defend, indemnify and hold harmless Sky and its subsidiaries, agents, licensors, managers, and other affiliated or related companies, and their employees, contractors, agents, officers and directors (the “Sky Group”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of any data or content that is submitted via your User Account; or (vi) any other party’s access and use of the Services, through your User Account. Company Indemnity If you are the Company, you agree to defend, indemnify and hold harmless the Sky Group, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your Company User’s use of and access to the Services, including any data or content transmitted or received by such Company User; (ii) the violation of any of these Terms by your Company Users, including without limitation a breach of any of the representations and warranties above by any of them; (iii) the violation of any third-party right by your Company Users, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) the violation of any law, rule or regulation of Canada or any other country by your Company Users; (v) any claim or damages that arise as a result of any data or content that is submitted via the User Account of any of your Company Users; or (vi) any other party’s access and use of the Services, through your Company User’s User Account.
10. LIMITATION OF LIABILITY To the maximum extent permitted by applicable law, in no event shall the Sky Group be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Services. Under no circumstances will Sky be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services, or your account or the information contained therein. To the maximum extent permitted by applicable law, Sky assumes no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (ii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iii) damages or liability resulting from your Company Account or your User Account information; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services, by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services, or (vii) the defamatory, offensive, or illegal conduct of any third party. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Sky been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. The Services are appropriate or available for use in any location where the use of the Services are in compliance with all applicable local laws and regulations, including but not limited to export and import regulations. Sky shall not be liable for any use of the Services in violation of local laws or regulations.
Governing Law. This Agreement shall be construed and governed exclusively by the laws in force in British Columbia and the laws of Canada applicable therein, and the courts of British Columbia (and the Supreme Court of Canada, if necessary), and except as set out below in “Resolution of Disputes”, shall have exclusive jurisdiction to hear and determine all disputes arising hereunder. Except as provided “Resolution of Disputes”, below, each of the parties hereto irrevocably attorns to the jurisdiction of said courts, consent to the commencement of proceedings in such courts and waive any right to a jury trial. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any forum non conveniens defence to the maintenance of such action or proceeding in any such court. This provision shall not be construed to affect the rights of a party to this Agreement to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Resolution of Disputes
Limitation period. YOU AND SKY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Mandatory Arbitration. Except for any matter that requires equitable or injunctive relief, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator (the “Arbitrator”) under the Arbitration Act of British Columbia. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties hereto. The arbitrator shall be appointed by agreement between the parties, or in default of agreement, the arbitrator shall be appointed by a judge of the Supreme Court of British Columbia, upon the application of any party to this Agreement. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section. The place of the arbitration shall be in Vancouver, British Columbia.
Class Action Waiver. THE ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDE RELIEF.
Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to a court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Upon the termination of this Agreement for whatever reason, and by either party, the following provisions shall continue in force: section 7 (Proprietary Rights), section 9 (Indemnity), Section 10 (Limitation of Liability), and Section 11 (General).
If we need to contact you about these Terms, you: (1) agree to receive electronic messages from us; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other messages we send to you electronically satisfy all legal requirements as if they were in writing.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sky without restriction.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Sky’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
PRIVACY QUESTIONS If you have any questions, comments, complaints or suggestions, please contact Sky at firstname.lastname@example.org Our address is:
Sky Global Technologies Inc.
#600 – 838 West Hastings Street