License and Website Use Agreement Terms And Conditions

This License and Website Use Agreement made between SKYOBD, INC, a California corporation (“SKYOBD”) and Customer, including these Terms and Conditions and all other schedules, exhibits, riders and addenda, howsoever created (this “Agreement”), together form the entire understanding and agreement of the parties in connection with the subject matter hereof. Prior oral or written statements not expressly included in this Agreement are null and void and of no force or effect.

Section 1. LICENSE

1. 1. “Product” or “Products” shall mean SKYOBD’s proprietary products, including SKYOBD G2, and all related support documentation whether in electronic or other medium or format.
2. 2. Provided that Customer shall comply with these Terms and Conditions, SKYOBD grants Customer non-exclusive, non-transferable, limited, revocable license, without the right to assign or sublicense, to use the Products solely for the purposes set forth in and subject to this agreement, except for the license expressly granted hereby, no other rights or licenses are granted to Customer, either express or implied, including, without limitation, any intellectual property rights of SKYOBD, or its suppliers or licensor.
3. 3. Customer shall not alter, change or remove from the Product any identification or notice, including but not limited to copyright, trademark, proprietary legends or other notices of SKYOBD.
4. 4. Customer understands that SKYOBD may make upgrades to Product models, designs, parts and accessories from time to time and may, in its sole reasonable discretion, replace Customer’s existing Products with such new Products. SKYOBD’s Lifetime Hardware Warranty applies to Products deemed to be within a certain design specification and within a family of products by SKYOBD and shall not unilaterally be construed to be ‘any product, under any conditions, at any time’. Such Product upgrades or transitions to new product line(s) may involve a reasonable charge to Customer; if SKYOBD intends to charge for any such Product upgrade or transition, it shall deliver advance written notice to Customer outlining the timing and amount of such requested charge, and within thirty (30) days of its receipt of such written notice Customer may either agree to pay such charge or terminate the Agreement, without liability for early termination charges of any kind.
5. 5. Customer has: (i) examined the Product and found it suitable for Customer’s needs; (ii) relied solely upon Customer’s own judgment and inspection in determining that the Product is of acceptable quality and fitness for purpose; (iii) satisfied itself that installation and use of the Product does and will not interfere or in any other manner affect any vehicle systems beyond limits acceptable to Customer; and (iv) satisfied itself that installation and use of the Product does and will not void or in any other manner affect any manufacturer or other applicable vehicle warranty.
6. 6. Customer acknowledges and agrees that it is Customer’s responsibility to secure and maintain all necessary and advisable insurance coverages related to the use of the Product and Customer will not hold SKYOBD responsible for any claims due to injury, loss or damage whatsoever or howsoever caused.
7. 7. In the event of loss or irreparable damage to the Product, Customer’s liability shall not exceed $149.00 USD per unit for the SKYOBD DataLogger Plug-and-Play hardware for light duty (OBD II) and heavy duty (JBUS) vehicles.
8. 8. EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED TO CUSTOMER BY SKYOBD IN THIS AGREEMENT, ALL PRODUCTS ARE PROVIDED “AS IS” AND EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR OTHERWISE, WHETHER EXPRESS OR IMPLIED. Customer understands and acknowledges that, except where otherwise provided by law, the implied warranties of merchantability and fitness for a particular purpose and all other warranties expressed or implied are excluded by SKYOBD from this transaction and shall not apply to the Products, that SKYOBD makes no warranties whatsoever regarding the Products and that SKYOBD disclaims and excludes from this transaction all warranty obligations which exceed or exist over and above the legal warranties required by applicable state law.
9. 9. In the event of the termination of this Agreement for any reason, Customer shall immediately cease all use of the Product and return all portions of the Product at Customer’s expense (unless otherwise agreed). All services provided by SKYOBD through the Product shall immediately terminate and if Customer fails to return the Product to SKYOBD within fifteen (15) days after any such termination, SKYOBD is authorized to charge Customer $199.00 USD for each unit of the Product supplied to Customer for purposes of this agreement. Termination or expiration shall not relieve Customer from any liability arising from any breach of this agreement.

Section 2. WEBSITE USE AGREEMENT

1. 1. “Services” shall mean vehicle tracking and monitoring (in conjunction with use of Products) and other services provided by SKYOBD via the Website (defined below) for use by Customer in accordance with this Agreement from time to time.
2. 2. “Website” shall mean: http://www.SKYOBD.com
3. 3. SKYOBD will provide Customer with non-exclusive, non-transferable, limited, revocable access to the Services and the Website via a telecommunications network (i.e. “Internet” access) for Customer’s use solely in conjunction with Customer’s use of the Products pursuant to this agreement. By accessing, viewing or otherwise using the Website, Customer acknowledges reading, understanding and agreeing with all of the provisions of this Agreement.
4. 4. Customer shall bear full responsibility for the provision and maintenance of all required software and equipment (including portable or mobile devices, if applicable) and Internet connectivity at its location(s) and shall comply with all reasonable requests by SKYOBD to provide access to such information, materials, personnel and equipment as SKYOBD may deem necessary or advisable.
5. 5. The information contained on the Website, including all images, designs, photographs, writings, data, information and other materials (“Materials”) are the property of SKYOBD, Inc. or its authorized licensors, sponsored parties and/or content providers and are protected by copyrights, trademarks, trade secrets and other proprietary rights. Customer is granted permission to display, copy, distribute, download and print portions of the Website solely for the purposes of using the Services and other authorized uses described in this Agreement. All copyright laws worldwide apply to use of the Website and unauthorized use and/or copying of the Materials is strictly prohibited. Except as may be provided in this Agreement, SKYOBD INC does not grant any express or implied right in or under any patents, trademarks, copyrights, or trade secret information whatsoever.
6. 6. Except as set forth in this Agreement, Customer agrees: (i) not to alter, copy, modify, or re-transmit the Materials; (ii) not to lease, license, rent or sell the Materials or the right to use and access the Website and/or the Services; (iii) not to remove, obscure, or alter any text or proprietary notices on the Website or contained in the Materials; (iv) not to copy or imitate part or all of the design, layout or look-and-feel of the Website or the Materials all of which are protected by intellectual property rights; and (v) that certain Services and Materials may be available only upon Customer having paid an additional subscription fee.
7. 7. Customer expressly acknowledges and agrees that use of the Website and hyperlinks on the Website (if any) are at Customer’s sole risk and that neither SKYOBD, its affiliates, nor their respective officers, managers, directors, agents, employees, contractors or subcontractors warrant: (i) that the Website will be uninterrupted, error-free, free of software viruses or other harmful computer code, files or programs; (ii) that the Materials or other data or information obtained from use of the Website, are accurate, complete, secure, current or free of errors, omissions, inaccuracies or outdated information; and/or (iii) the reliability of any statement or other information displayed or distributed through the Website. SKYOBD reserves the right, in its sole discretion, to correct any such errors or omissions and to make any other changes to the Website, the Materials, the Products and to the programs, services or prices (if any) described in the Website from time to time at any time with or without notice.
8. 8. Customer warrants that it is author and sole owner of the intellectual property rights to any confidential, secret or proprietary information or other material, information or opinions uploaded to the Website or otherwise submitted to SKYOBD (collectively, “Content”). Customer acknowledges that SKYOBD does not pre-screen, monitor, review or edit Content and is not responsible for nor assumes any liability for inaccuracy or incompleteness or any other defect or deficiency related to any such Content. URPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR OTHERWISE, WHETHER EXPRESS OR IMPLIED. Customer understands and acknowledges that, except where otherwise provided by law, the implied warranties of merchantability and fitness for a particular purpose and all other warranties expressed or implied are excluded by SKYOBD from this transaction and shall not apply to the Products, that SKYOBD makes no warranties whatsoever regarding the Products and that SKYOBD disclaims and excludes from this transaction all warranty obligations which exceed or exist over and above the legal warranties required by applicable state law.
9. 9. Customer agrees not to use the Products, Website, Materials and Services to: (i) share or encourage or permit others to share any Content that is unlawful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, pornographic, lewd, profane, invasive of another’s privacy, hateful, racially, ethnically, or otherwise objectionable, or that Customer does not have a right to share under any law or contractual or fiduciary relationship or that infringes any intellectual property right or other proprietary right of any party, or that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (ii) stalk, intimidate, and/or harass another or incite others to commit violence; (iii) impersonate any person or entity or falsely states or otherwise misrepresents any affiliation with a person or entity, including use of the Services or Materials to mislead anyone into believing that they are interacting directly with SKYOBD or any of the Services; (iv) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise); (v) use any SKYOBD domain name as a pseudonymous return email address; (vi) access or use the Website or the Services in any manner that could damage, disable, overburden or impair any SKYOBD server or networks connected to any SKYOBD server; (vii) intentionally or unintentionally interfere with or disrupt the Website or the Services or violate any laws related to the access to or use of the Website or the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Website or the Services, or engage in any activity prohibited hereby; (viii) disrupt or interfere with the security of, or otherwise cause harm to, or inhibit any other user from using, the Products, Website, Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Website or any affiliated or linked sites; (ix) access or attempt to access any Material that Customer is not authorized to access or through any means not intentionally made available thereto; (x) market or promote any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by SKYOBD; (xi) use any data mining, robots or similar data gathering and extraction methods in connection with the Products, Website, Services or Materials; (xii) defraud, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or (xiii) collect or store data about other users.
10. 10. SKYOBD will store Customer-transmitted information on its servers for a period of ninety (90) days during which Customer may access the information and generate reports in connection therewith so long as Customer is not in default of this Agreement.
11. 11. SKYOBD uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Website and/or the Services will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond its control. To the extent it is within its reasonable control, SKYOBD may, in its sole discretion, take reasonable steps to minimize such disruption but shall not be liable for its inability to prevent any such disruption or restore the Services to Customer or anyone else.
12. 12. SKYOBD and its affiliates, partners and licensors provide certain features or services that rely upon automotive sensor and GPS location to provide such features or services, where available. SKYOBD and its affiliates, partners and licensors may collect, use, transmit, process and maintain Customer information and Customer agrees that SKYOBD may use and provide to its affiliates, partners, and licensors any aggregated information, including, but not limited to location coordinates of any SKYOBD device, sensor data and the time stamp when the information was received, for its bona fide business purposes so long as such aggregated information does not disclose any personally identifiable information of the Customer.
13. 13. The website and the information, content, and materials on the website are provided on an “as is,” “where is,” and “where available” basis. skyobd makes no representations or warranties of any kind, express or implied, as to the operation of the site, the content, information or materials on the website. to the fullest extent permissible under applicable law, skyobd expressly disclaims all warranties, express or implied, of any kind, with respect to any of the materials, content, or information on the website or any goods or other products or services provided, offered, sold, or displayed on the website or use of the website generally, including warranties of merchantability, accuracy of information, quality, title, fitness for a particular purpose, and non-infringement. some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction’s law applies to this agreement.
14. 14. Customer agrees that skyobd and its providers shall not be liable for any damage, loss or expense of any kind arising out of or resulting from customer’s access to or use of the materials, content and information on the website regardless of whether such liability is based in tort, contract or other legal theory. under no circumstances shall skyobd or any of its providers be liable for any direct, indirect, special, incidental, consequential, or punitive damages (including, without limitation, loss of profits, loss or corruption of data, loss of goodwill, work stoppage, computer failure or malfunction, or interruption of business), arising out of or in any way related to the materials, content or information on the website or any other products, services, or information offered, sold or displayed on the website, or the use of, or inability to use, the website generally, or otherwise in connection with this agreement, regardless of whether skyobd or any of its providers have been advised of the possibility of suchas some states do not allow the limitation of liability for consequential or incidental damages, the above limitation may not apply.
15. 15. Skyobd will not be liable for any loss that customer may incur as a result of the unauthorized use of customer’s password, account or account information with or without customer’s knowledge.

Section 3. SUBSCRIPTION TERMS

1. 1. Certain Services require the purchase of a subscription in order to access all or part of such services. Except if otherwise stated in specific subscription terms, subscription fees are non-refundable and may change at the end of a subscription period. All taxes levied in connection with use of the Services, as well as any credit card company or other bank fees whatsoever imposed in connection with payment subscription fees, are the sole responsibility of and are payable by Customer. All monetary amounts referenced in or in connection with this Agreement shall be in United States currency (“USD”).
2. 2. Customer agrees that, in the event SKYOBD is unable to collect subscription fees owed by Customer to SKYOBD for the Services, SKYOBD may take the steps it deems necessary to collect such subscription fees and that Customer will be responsible for all costs and expenses incurred by SKYOBD in connection with such collection activity.
3. 3. Customer agrees that its account information is and will always be complete, accurate and up-to-date. Customer should ensure that their account password or log-in credentials confidential at all times and is solely responsible to SKYOBD for all activity that occurs via its account. If Customer becomes aware of any unauthorized use of its account or account information, or any other breach of security, it agrees to forthwith notify SKYOBD and SKYOBD, in its sole discretion, may require changes to Customer’s account information at any time for any reason
4. 4. Customer agrees not to access or attempt to access the Website or use the Services by any means other than the interface provided by SKYOBD or circumvent any access or use restrictions put into place to prevent certain uses of the Products, Website, Materials and Services.
5. 5. Contract length and Early Termination Fees (ETF): In the event this Agreement is terminated prior to the expiration of the Initial Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay SKYOBD an ETF of $100 per device if the termination occurs in the first year of subscription and $50 per device if such termination occurs in the second year. As an example, a customer with a fleet of 10 vehicles who signed up on Jan 1 2013 for a 2 year term decides to terminate early on May 11 2013. The ETF per device would be $100 and for the fleet, it would be 10 x $100 = $1000. As another example, if this customer terminates on March 1 2014, the ETF would be 10 X $50 = $500.
6. 6. Contract Renewal: The subscription billing associated with this contract will automatically renew for a period of 2 years at the end of each contract period.

Section 4. GENERAL TERMS

1. 1. Customer agrees to be bound by any affirmation, assent, or agreement transmitted through the Website, including but not limited to any consent given to receive communications from SKYOBD solely through electronic transmission, and agrees that by clicking on an “I Agree”, “I Consent” or other similarly-worded button or entry field by mouse, keystroke or other computer device, such agreement or consent will be legally binding and enforceable and the legal equivalent of a handwritten signature delivered by or on behalf of Customer. Customer may not use the Products, Website, Materials, Services or any one of more of them if otherwise prohibited by law or if Customer is not fully able and competent or otherwise lacks the capacity to enter into this Agreement. Customer affirms that it has the capacity and legal authority to enter into this Agreement and that the individual executing and delivering this Agreement on behalf of Customer is duly authorized to do so and to bind Customer hereto.
2. 2. All right, title, interest and ownership whatsoever in and to the Products, Website, Materials and Services, including improvements, modifications and enhancements thereto, in all languages, formats and media throughout the world, are and will continue to be the exclusive property of SKYOBD and/or its licensors and nothing herein shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to Customer or any third party. All trademarks relative to the Products, Website, Materials and Services are the property of SKYOBD or other rights holders and may not be used without the prior consent of SKYOBD or the rights holder. “SKYOBD”, “Datalogger”, “G2” and all derivations and logos thereof, respectively, are trademarks of SKYOBD
3. 3. Customer shall not: (i) modify, translate, reverse engineer, decompile, disassemble or otherwise reduce the Products, Website, Materials and/or Services to human perceivable form, or attempt to discover the underlying algorithms or techniques except to the extent that such activities may not be prohibited by law; (ii) copy or create derivative works of the Products, Website, Materials and Services, respectively; (iii) distribute or otherwise permit or facilitate the use of the Products, Website, Materials and Services by or on behalf of any third party; or (iv) without the express written consent of SKYOBD, disclose or divulge to any third party confidential access codes and other information provided to Customer solely for Customer’s own use of the Products, Website, Materials and Services.
4. 4. Customer is solely responsible for payment of any and all third-party fees required to use the Product and to access the Website (such as telephone toll charges, mobile carrier fees, ISP, data plan, etc.). Further, Customer assumes responsibility for and agrees to pay any and all taxes of any kind whatsoever charged, levied and/or payable, now or in the future, in connection with the use of the Product, Website, Materials and Services hereunder.
5. 5. Customer agrees that SKYOBD may modify or discontinue, temporarily or permanently, the Products, Website, Materials or the Services, or any portion thereof, with or without notice. SKYOBD may automatically download and install updates designed to improve, enhance and further develop the Products, Website, Materials or Services and may take the form of bug fixes, enhanced functions, modified or new software modules or completely new versions. Customer agrees to receive such updates and permits SKYOBD to deliver these with or without notice as part of this Agreement.
6. 6. Although SKYOBD does not generally monitor Customer activity in connection with the Services, if SKYOBD becomes aware of any possible violations of any provision of this Agreement, SKYOBD reserves the right to investigate such violations, and SKYOBD may, at its sole discretion, take any such action as it may deem necessary or advisable under the circumstances, including to discontinue, suspend, terminate or block Customer’s (or any user’s) use of Product and/or access to the Website and the Services, to change, alter, or remove Content or account information, in whole or in part, without prior notice. If, as a result of such investigation, SKYOBD believes that criminal activity has occurred, SKYOBD reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, SKYOBD is entitled to retain and/or disclose any information, including Content or account information (or elements thereof), in SKYOBD’s possession in connection with the use of the Services to (i) comply with applicable law, legal process, or governmental request; (ii) enforce this Agreement; (iii) respond to any claims that Customer has violated the rights of third parties; or (iv) protect the rights, property or personal safety of SKYOBD, its users or third parties, including the public at large, as SKYOBD in its sole discretion believes to be necessary or appropriate.
7. 7. Without limiting its other remedies, SKYOBD reserves the right to discontinue, suspend, terminate or block Customer’s (or any user’s) use of Product and/or access to the Website and the Services upon any breach of this Agreement by Customer at any time, in its sole discretion or in the event that Customer makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium. During any such cessation of services, SKYOBD shall be relieved of all performance obligations hereunder until all outstanding invoices are fully paid. Any such suspension by SKYOBD shall extend any deadlines for performance by SKYOBD of its duties and obligations for a time period equal to the time elapsed from the date SKYOBD suspends performance to the date SKYOBD receives full payment for all outstanding invoices. Termination for non-payment by Customer of fees due hereunder is in addition and without prejudice to SKYOBD’s right to the outstanding amount owed plus interest on amounts not fully paid within thirty (30) days after Customer’s receipt of SKYOBD’s invoice. A termination of this Agreement shall not limit SKYOBD from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay all amounts owing, or yet to be paid, under or pursuant to this Agreement, and this provision shall survive any termination hereof.
8. 8. Following any termination of this Agreement, SKYOBD shall have no obligation to maintain any Customer data and shall not be liable to Customer for any Customer data being expunged following any such termination hereof.
9. 9. Customer will not hold SKYOBD liable for any delays caused by any occurrence beyond SKYOBD’s control.
10. 10.  Skyobd’s total liability for direct damages under this agreement shall not exceed the fees customer actually paid to skyobd during the immediately preceding six (6) month in no event shall skyobd be liable for any indirect, incidental, special or consequential damages, or any punitive, exemplary or statutory damages, diminution in value, or any damages based on any legal theory (including theories of tort, strict liability, negligence, or otherwise), including damages for loss of profits, lost revenue, goodwill, use, data, or other intangible losses, even if skyobd has been advised of the possibility thereof or whether or not the same are foreseeable. further, as some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages, the limitations and exclusions in this agreement may not apply and, in such event, are intended to apply to only the maximum extent permitted by applicable law.
11. 11. Customer agrees to indemnify, defend and hold SKYOBD, its officers, directors, employees, and agents harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to reasonable attorney’s fees, arising out of or related in any way to (i) Customer’s breach of this Agreement and (ii) acts or omissions of Customer or its employees within the scope of this Agreement, (iii) use or misuse of or inability to use the Website or violation of any law or regulation, proprietary or privacy right in connection therewith. SKYOBD shall provide Customer with prompt written notice of any claims and provide Customer with reasonable assistance, at Customer’s expense, in the defense of said claims.
12. 12. This Agreement shall be governed by the laws of the State of California, without reference to provisions on conflicts of laws, and the parties agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Santa Clara County, California for any disputes with SKYOBD arising out of this agreement. Any action with respect to this Agreement must be commenced by Customer within one (1) year after the claim or cause of action arises. Customer acknowledges that Customer has read this Agreement and understands and agrees to be bound by its terms. Customer further agrees that this Agreement may be updated from time to time by SKYOBD by posting an updated Agreement at http://www.SKYOBD.com/EULA/.The currently effective Agreement between the parties shall be the most recent agreement posted on the SKYOBD website at http://www.SKYOBD.com/EULA/. SKYOBD recommends that Customer print out a copy of this Agreement for their records. Should Customer have any questions concerning this Agreement, Customer may contact SKYOBD by writing to SKYOBD, Inc., 2570 North 1st Street, #200, San Jose California 95131.
13. 13. If this Agreement is entered into on behalf of any unit or agency of the United States Government (the “Government”), the following provisions shall apply:1)The Government acknowledges SKYOBD’s representation that the Products, Website, Materials and Services and all related documentation were developed at private expense and no part thereof is in the public domain. 1) The Government acknowledges SKYOBD’s representation that the Products and Services comprise Restricted Computer Software, as defined in Clause 52.227.19 of the Federal Acquisition Regulations (“FAR”), and Commercial Computer Software, as defined in Subpart 227.401 of the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”). The Government agrees that: (i) if supplied to the Department of Defense (“DoD”), the Products and Services are classified as Commercial Computer Software and the Government is acquiring only restricted rights thereto and related documentation, as defined in Clause 52.227.7013(c)(1) of the DFARS, and (ii) if supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Products and Services and related documentation will be as defined in Clause 52.227.19(c)(2) of the FAR.
14. 14. In no event shall this Agreement be governed by the United Nations Convention on Contracts for Sale of Customer agrees and warrants that it shall adhere to the U.S. Export Administration Regulations, as the same may be amended from time to time.
15. 15. Customer acknowledges that the Products, Website, Materials and Services are controlled, operated and administered by SKYOBD from its offices in the United States of America and India and that SKYOBD makes no representation that the Products, Website, Materials and/or Services are appropriate, accessible or available for use outside of the United States. SKYOBD reserves the right to block access to the Products, Website, Materials and Services by certain international users. If Customer uses the Product or accesses the Website from outside of the United States, Customer (or any user) will be solely responsible for compliance with all applicable laws and agrees to comply with all such laws.
16. 16. A printed current version (as displayed on www.SKYOBD.com) of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records and maintained in printed form.
17. 17. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
18. 18. Customer may not assign, sublicense, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement without the prior written consent of SKYOBD.
19. 19. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and SKYOBD.
20. 20. This Agreement shall not confer any rights or remedies upon any third party and shall inure to the benefit of, and be binding upon, the parties to this Agreement and their respective successors and assigns.
21. 21. Customer acknowledges that Customer has read this Agreement and understands and agrees to be bound by its terms.
22. 22. Customer agrees that this Agreement may be amended, revised and/or updated from time to time by SKYOBD by posting an updated Agreement at http://www.SKYOBD.com/EULA/current All such changes will become effective upon the date first posted to the Website and it is Customer’s sole responsibility to review the most current terms and SKYOBD does not and will not assume any obligation to notify Customer of changes to this Agreement but may require Customer’s consent to any updated terms before further use of the Products, Website, Materials or Services is permitted. Customer’s continued use of the Products, Website, Materials and/or Services shall constitute Customer’s acknowledgement and acceptance of all such changes. The currently effective Agreement between the parties shall be the most recent agreement posted on the SKYOBD website at http://www.SKYOBD.com/EULA SKYOBD recommends that Customer print out a copy of this Agreement for their records. Should Customer have any questions concerning this Agreement, Customer may contact SKYOBD by writing to SKYOBD, Inc., 18103 Sky Park Circle, Suite C, Irvine, California 92614.