1. SAAS Services and Support.

Subject to the terms of this Agreement, SkySpecs will use commercially reasonable efforts to provide Customer the services (“Services”) described in an order form signed by both parties (“Order Form”) in accordance with the Service Level Terms. Please see the Service Level Terms and the Glossary for more information about the Services referenced in your Order Form. SkySpecs may, from time to time, make improvements and updates to the Services described in an Order Form and will make such updates available to Customer during the Term. If SkySpecs introduces any new feature or product that it markets as new and distinct from its current offerings, such features or products may be purchased by Customer for an additional charge. SkySpecs will not provide custom data processing or export as part of the Services.

2. Customer Responsibilities.

2.1 Customer understands that its cooperation and support is essential and agrees to the responsibilities in this Agreement.

2.2 Customer will identify a primary point of contact (“Customer Key Contact”).

2.3 Customer will designate one or more administrators for Horizon (“Customer Admin”), who will manage user access and permissions. Customer Admin must request usernames/passwords by emailing support@skyspecs.com. SkySpecs may refuse or cancel access at its discretion. Customer is responsible for Users’ compliance with this Agreement.

2.4 Customer will provide timely and accurate information and access required by SkySpecs and holds SkySpecs harmless from delays due to Customer’s failure to do so.

3. Restrictions and Responsibilities.

3.1 Customer will not reverse engineer, copy, modify, sublicense, sell, or disrupt the Services or Software, nor use them for competitive purposes. Customer must notify SkySpecs of any suspected violations.

3.2 Customer agrees to comply with all applicable laws. SkySpecs may monitor use and prohibit violations.

3.3 Customer is responsible for accuracy, quality, legality of Customer Data and required equipment.

3.4 If Customer uses third-party software with the Services, Customer alone is responsible for it.

4. Confidentiality; Proprietary Rights

4.1 Each party will protect the other’s Proprietary Information and only use it as permitted. Proprietary Information excludes public information or information legally obtained elsewhere.

4.2 Customer owns its data (“Customer Data”) and deliverables created solely for Customer. SkySpecs owns the Services, Software, and related intellectual property. Customer grants SkySpecs a license to feedback for product improvement.

4.3 SkySpecs may collect and analyze data to improve Services and may share aggregated/de-identified data.

5. Security and Privacy

5.1 SkySpecs will use commercially reasonable safeguards to protect Customer Data but Customer remains responsible for its account security. SkySpecs processes personal data per the Data Processing Addendum.

6. Payment of Fees

6.1 Customer will pay fees as described in the Order Form. SkySpecs may change fees with 30 days’ notice. Disputed invoices must be raised within 60 days.

6.2 Billing terms and finance charges apply if invoices are unpaid. Fees exclude taxes, which Customer must pay. All payments are non-refundable.

7. Term and Termination

7.1 The term is set in the Order Form. Either party may terminate for uncured material breach. SkySpecs may suspend/terminate access for non-payment or security risks.

7.2 Upon termination, Customer must pay for services up to the end date. SkySpecs will make Customer Data available for 30 days after termination.

8. Warranty and Disclaimer

8.1 SkySpecs uses reasonable efforts to minimize errors and downtime but does not warrant uninterrupted or error-free Services. Services are provided “as-is” except as expressly stated.

8.2 Beta or sandbox versions are provided at Customer’s risk without warranties.

9. Indemnity

9.1 SkySpecs will defend Customer against third-party claims of IP infringement under certain conditions.

9.2 Customer will indemnify SkySpecs for claims arising from Customer Data usage or third-party IP infringement involving Customer Data.

10. Limitation of Liability

SkySpecs and its suppliers are not liable for indirect, incidental, special, or consequential damages, or amounts exceeding fees paid by Customer in the prior 12 months, except for bodily injury.

11. Insurance

SkySpecs maintains liability, professional, and cyber security insurance and will provide proof upon request.

12. Export Restrictions

Customer warrants it is not on restricted party lists and will comply with export laws.

13. Miscellaneous

This Agreement supersedes prior terms, is governed by Delaware law, and disputes must be brought in Delaware courts. Assignment, notices, waiver, and severability provisions apply.

14. Counterparts

The agreement may be executed in counterparts, each of which is an original.

Last updated 8 months ago