These Skydeck API Terms and Conditions (“Terms and Conditions”) are made by and between Skydeck, Inc. (“Skydeck”) and you (“Developer”). The effective date of these Terms and Conditions will be the date that Developer registers with Skydeck as a Skydeck application programming interface developer.
In order to complete the Skydeck API (defined below) registration process, Developer must read and agree to these Terms and Conditions and the Skydeck Terms of Service at
By using the application programming interfaces provided by Skydeck (the “Skydeck APIs”), Developer agrees to be bound by these Terms and Conditions and the Skydeck Terms of Service.
Developer represents and warrants that all information provided by Developer as part of the registration process is complete and accurate.
1. Skydeck APIs
The Skydeck APIs provide the means to integrate with the Skydeck Site, Content, and Services solely for non-commercial purposes. If the primary purpose of Developer’s application is to derive revenue, it is considered commercial. If Developer would like to use the Skydeck APIs for commercial purposes, or if Developer has questions regarding Developer’s contemplated use of the Skydeck APIs, please contact developer@skydeck.com.
2. Intellectual Property
Developer acknowledges that, as between Developer and Skydeck, the Skydeck website (the “Site”), any information, text, graphics, or other materials appearing on the Site (the “Content”), any services or software provided through the Site (the “Services”), and the Skydeck API’s and all intellectual property rights in any of the foregoing are and will remain the sole and exclusive property of Skydeck. Such intellectual property rights include, but are not limited to, rights to all software associated with the Skydeck APIs, but do not include separate software developed by Developer in order to use the Skydeck APIs. Developer agrees not to remove, obscure, or alter Skydeck’s copyright notice, trademarks, or other proprietary rights notices affixed to or embedded within the Site, Content, Services, and the Skydeck APIs.
3. Grant of License
Conditioned upon Developer’s continued compliance with these Terms and Conditions, Skydeck hereby grants to Developer a limited non-exclusive, non-transferable, revocable license (without the right to sublicense) to use the Skydeck APIs for the sole purpose of creating a product or service that is integrated with Skydeck via the Skydeck APIs (“Integrated Product”). Skydeck reserves all rights in the Skydeck APIs not expressly granted to Developer in these Terms and Conditions.
4. License Restrictions
Developer may not use the Skydeck APIs for or in connection with any products or services that replicate or attempt to replace the essential user experience of Skydeck. Except as expressly authorized in this Agreement, Developer will not use the Skydeck APIs, in whole or in part. Except as expressly authorized in this Agreement, Developer will not lease, lend or rent the Skydeck APIs, use the Skydeck APIs to provide service bureau, time
sharing, rental, application services provider, hosting, or other computer services to third parties, or otherwise make the functionality of the Skydeck APIs available to third parties. Developer acknowledges that the Skydeck APIs constitute and contain trade secrets of Skydeck and its licensors, and, in order to protect such trade secrets and other interests that Skydeck and its licensors may have in the Skydeck APIs, Developer agrees not to disassemble, decompile or reverse engineer the Skydeck APIs nor permit any third party to do so, except to the extent such restrictions are prohibited by law.
If Developer violates any of these Terms and Conditions, Developer’s permission to use the Skydeck APIs will automatically terminate. Skydeck reserves the right to revise or revoke Developer’s access to and use of (or to generally alter or cease providing) the Site, Content, Services, or Skydeck APIs, or any part thereof, at any time, with or without cause. The license granted herein to the Skydeck APIs does not grant Developer any rights to any future version enhancement, availability of the Skydeck APIs, or to any kind of support.
Developer may not use Skydeck APIs in any manner that either directly or indirectly violates any national, state, or local laws, any court, regulatory or other order or judgment against Developer, or the proprietary, contractual, or other rights of any party.
5. Developer Responsibilities
Developer acknowledges that various uses of the data that is accessible through the Skydeck APIs are illegal or prohibited by contract or tort and Developer warrants that it has researched each of its planned uses with the advice of legal counsel and will not proceed with any illegal or prohibited use. Developer agrees not to disclose any data obtained through use of the Skydeck APIs without the explicit permission of the Skydeck member from whom the data was obtained, to implement and maintain data security measures at least as protective as industry standards that apply to the protection of sensitive personally identifiable information, and for any Integrated Product that will be used by anyone other than Developer, to prominently display a privacy policy that explains how you collect, use, store, and disclose all data obtained via the Skydeck APIs.
6. Skydeck Member Information
Skydeck will have the right to retain all data and information collected or obtained by Skydeck from users of Developer’s Integrated Product. Users of Developer’s Integrated Product who are not already users of Skydeck will be required to register with Skydeck and accept Skydeck’s Terms of Service prior to and as a condition to accessing Skydeck or otherwise using the Service via Developer’s Integrated Product. Except as required by applicable law or with the express prior written consent of Skydeck, in no event will Developer (a) use data obtained through the Skydeck APIs for any purpose other than to provide the output of the Services to Skydeck members through Developer’s Integrated Product; (b) disclose or otherwise make available any data obtained through the Skydeck API to any third parties other than with the explicit permission of the Skydeck member (and in any case only in connection with the proper functioning of such Integrated Product); or (c) enable the creation of a Skydeck account for any user that is not an individual. Failure to comply with the Skydeck Terms of Service will be deemed a material breach of these Terms and Conditions.
7. NO WARRANTY
THE SKYDECK APIS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.
SKYDECK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND
ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SKYDECK FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE SKYDECK SITE, CONTENT, SERVICES OR SKYDECK APIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SKYDECK OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
DEVELOPER UNDERSTANDS AND AGREES THAT DEVELOPER’S USE OF THE SKYDECK APIS IS AT DEVELOPER’S OWN DISCRETION AND RISK AND THAT DEVELOPER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM OR LOSS OF BUSINESS OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SKYDECK APIS OR FROM ANY INACCURACIES OR UNAVAILABILITY OF THE SKYDECK SERVICE.
8. LIMITATION OF LIABILITY
THE SKYDECK APIS ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, DEVELOPER AGREES THAT SKYDECK WILL HAVE NO LIABILITY ARISING FROM OR BASED ON DEVELOPER’S USE OF (OR INABILITY TO USE) THE SKYDECK APIS.
IF DEVELOPER OFFERS AN INTEGRATED PRODUCT, IN NO EVENT WILL SKYDECK BE LIABLE TO DEVELOPER OR ANY USER OF SUCH INTEGRATED PRODUCT FOR ANY REASON. UNDER NO CIRCUMSTANCES WILL SKYDECK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE USE OR PERFORMANCE OF THE SITE, CONTENT, SERVICES, OR SKYDECK APIS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SKYDECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF OR RELIANCE ON THE SITE, CONTENT, SERVICES, OR SKYDECK APIS, FROM INABILITY TO USE THE SITE, CONTENT, SERVICES, OR SKYDECK APIS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE, CONTENT, SERVICES, OR SKYDECK APIS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. Indemnification
Developer agrees to defend, indemnify, and hold harmless Skydeck, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with any claim arising out of Developer’s use or attempted use of the Site, Content, Services or Skydeck APIs, the offering, provision, or use of an Integrated Product, a breach of Developer’s responsibilities, or a violation of a third party’s rights or privacy. Developer will cooperate as fully as reasonably required in the defense of any such claim. Skydeck reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Developer.
10. Feedback and Comments
We welcome feedback, comments, or suggested improvements regarding the Skydeck APIs, but Developer grants Skydeck irrevocable permission to use and incorporate Developer’s ideas or comments into the Skydeck APIs or Service without compensation.
11. Publicity
Subject to Developer’s obligations and compliance under these Terms and Conditions, Developer may indicate that any thoroughly tested and fully-functioning Integrated Product offered by Developer is “powered by Skydeck,” provided that the Integrated Product does not in Skydeck’s reasonable opinion (1) tarnish, infringe, or dilute Skydeck’s trademarks, (2) violate any applicable law, (3) infringe any third-party rights, or (4) otherwise subject Skydeck to an undue risk of liability. If Developer wishes to use the Skydeck trademark or logo in any manner, Developer must first obtain Skydeck’s written consent.
12. Fees and Payments
Skydeck is committed to providing free and open access to the Skydeck APIs for non-commercial purposes, but we do incur real costs by doing so. Skydeck reserves the right, at any time, to impose fees for access to and use of the Skydeck APIs above a certain rate.
13. Export Law
Developer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the APIs nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. Assignment
Developer may not assign, delegate, or transfer Developer’s rights or duties under these Terms and Conditions to another without the express written consent of Skydeck.
15. Termination
Skydeck reserves the right to terminate these Terms and Conditions and Developer’s access to, and use of, the Site, Content, Services, and Skydeck APIs at any time, for any reason.
16. General Provisions
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws or provisions of California or Developer’s actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions, together with the Skydeck Terms of Service, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Skydeck.