Skedware Terms of Service

Updated: June 1, 2024

Master Service Agreement

1. Acceptance of Agreement. Customer accepts this Agreement by complete a selecting a product from Company, Inc. online sales platform and paying for it. Checking the box on the Company's payment processor's check-out page indicating acceptance of these terms is acceptance of these terms.
2. Payment Authorization. You agree to pay Company the amount indicated on the Company's Payment Processor's check-out page. If you agree to a subscription service, you authorize Company or Company's payment processor (e.g. Stripe) to bill Customer periodically for the services agreed to. Customer is responsible for managing its subscription in the payment portal provided by Company or Company's payment processor.
3. API Licenses. If the Customer's service involves an API subscription, the API calls will not be reduced during any term of subscription. The number of API calls in a subscription do not rollover from month to month. Customer shall not make bulk requests for API data for the purpose of compiling datasets for resale; this practice is deemed a service abuse.
4. IP Acknowledgement. Customer expressly acknowledges and agree that that the Licensed Data is and remains the intellectual property (IP) of Company. 
5. Licensed Data. All aviation, schedule, route, fare, hotel, congestion, etc. information, regardless of form, which Customer receives from Company is referred to as the Licensed Data.
6. License Only. Customer's use of all IP from Skedware is subject to this License Agreement. Customers, its agents, and affiliates may not compile or resell the licensed data, in whole or in part, in substantially the same format or with minimal transformation, as it is received from Company. Customer may not sublicense licensed data to any parent, subsidiary, or affiliated company. Customer may not use the Licensed Data in any generative AI (genAI) system, large language model (LLM), or similar model. Company may insert unique tracking identifiers into any Licensed Data which is associated with Customer. Customer agrees that the presence of a tracking code in any other service creates a rebuttable presumption of the breach of License.
7. Service Abuse. Company reserves the right, in its sole discretion, to suspend a Customer's access to Company's services or products if Company determines that Customer is misusing the Company's services.
8. Termination. Company may terminate this agreement at any time with 30 calendar days notice. Customer will have no cause to complain against Company, even if Company has a subscription that does not end until after termination. If Customer is on a month-to-month, or one-time service or purchase, Customer may terminate this Agreement's continuing subscription provisions, if applicable, on 30 calendar day's notice. If Customer is on a longer subscription term, Customer shall notify Company at least 30 days prior to the end of the subscription term. If Customer does not notify Company in writing that Customer is cancelling the service, the subscription term shall automatically renew for the same term.
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10. Limitations on Damages. Customer understands that the Licensed Data is not to be used for mission-critical services and that no service-level agreement or up-time is guaranteed by Company. If Customer experiences any problem accessing Licensed Data, Customer's maximum damages are limited to amounts that Customer has actually paid to Company in the last 60 calendar days. Customer waives all rights to any and all claims to consequential damages resulting from ant interruptions, terminations in service, or from inaccurate data in the Licensed Data. Customer expressly waives the right to a jury trial on any matters relating to this Agreement.
11. Repayment of Subscription Discounts. If a Customer terminates a subscription service that has a minimum term (e.g. 12 months) without completing the full term, then all previous discounts relative to the month-to-month pricing are due immediately. Example: A product normally sells for $5000/mo on a month-to-month basis. The annual subscription is $4500/mo for a 12-month subscription. If the customer terminates after 6 months, the customer shall pay $3,000 to Company ($500 x 6 mos remaining).
12. Liquidated Damages for Violation of License Terms. If Customer violates the license granted by this Agreement by transferring Licensed Data or incorporating the data in a genAI or LLM, the damages suffered by Company will difficult and inconvenient to determine and Company may be deprived of an adequate remedy at all. Therefore, Customer expressly agrees to pay liquidated damages suffered Company as the gross revenues from any product or service (regardless of who is selling the services) which uses the Licensed Data, whether in terms of sales, advertising impressions, etc.
13. Attorney's Fees. If Company must file a civil action to enforce the payment or license terms of this agreement, then Company is entitled to its reasonable expenses, costs, and legal fees, including attorneys fees. Any such judgment will bear pre-filing and prejudgment interest at a rate of 12% plus the Prime Rate as of the first day of a month, or the minimum lawful rate, whichever is greater.
14. Point of Contact. Customer shall maintain a contact email address with Company. Customer deems this email address a place to receive notices about this Agreement.
15. Assignment. Company may assign this Agreement and all rights under this Agreement to any other company without prior notice to Customer. Customer shall not assign this Agreement without prior permission from Company, and that permission shall not be unreasonably withheld.
16. Modification.  All modifications to this Agreement shall be in writing. From time to time, Company may update this Agreement's terms and conditions. However, Company will not modify general pricing during any pre-paid terms of any subscription service. Company will give at least 14 calendar days notice before any modification to the terms of service. Continuing to pay after this date is deemed acceptance of any updated, modified terms. Company is not obligated to identify or summarize each modification, but Company may do so for the convenience of customers. Each Customer is fully responsible for reviewing any updated terms of the Agreement.
17. Waiver. A waiver by Company on one occasion does not act as a waiver on all occasions.
18. Choice of Law. This Agreement shall be governed by the laws of New Hampshire.

By receiving data from Company, the Customer agrees to the terms and conditions above.



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