1. Acceptance of the Terms
2. The Platform
The Platform serves as (a) an organizational web tool which helps organizations (“Customers that are interested in acquiring travel related products and services (such as booking flights and accommodations) to receive information relating to such products and services, as well to receive price quotes from travel agencies with respect to products and services which are of interest to the Customer (respectively, “ Travel Agents and “Quotes The Platform also helps Customers track and organizing all data relating to their traveling needs and traveling related products and services which they book (e.g. maintaining records of flights booked in the organization and related invoices, generating reports, etc.); and (b) a tool for Travel Agents, which allows Travel Agents to provide Customers with information and Quotes relating to travel related products and services.
The Site provides Users with information regarding SkyLow, the Platform and our Services. You may also use the Site to contact us.
Individual Users of the Platform on behalf of Customers shall be referred to as “ Customer(s)' Users ”, whereas individuals (e.g. employees) using the Platform on behalf of Travel Agents shall be referred to as “Travel Agent Users”. Collectively, Customers' Users, Travel Agent Users, as well as users of the Site, shall be referred to as the "Users”.
The Platform serves only as an informative and organizational tool and may enable Customers to view, access, link to and use content provided by Travel Agents, such as information relating to flights, prices, product descriptions, etc. (“Travel Agents' Content”). Please note that we have no control over any Travel Agents' Content, and we do not assume any responsibility for Travel Agents' Content or any engagement you may have with Travel Agents. For more information please refer to Section 4 below. Notwithstanding the foregoing, each Customers' Users represents and warrants that upon the consummation of any transaction between the Customer and any Travel Agent which resulted from a Quote or other interaction conducted via the Platform, he/she shall, without undue delay, acknowledge such transaction by clicking the “Order Confirmation” button placed in the applicable page within the Platform. Non-compliance with this provision, shall constitute a material breach of these Terms. The Site and Platform include Travel Agent Content and any content related to SkyLow and the Services (as defined below), such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Platform, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site and/or Platform (collectively, the “Content”).
The Service may include the sending of messages, emails and/or alerts via various means of communication, including push-notifications. A User can deactivate these messages at any time by changing the notification settings through the web-browser settings. (Collectively: the “Service(s)”)
In order to protect the security of Users’ Personal Information available on the User’s Account to the greatest extent possible, Users must safeguard and not disclose User’s Account log-in details and Users must supervise the use of such Account.
Users may not assign or transfer Users’ rights or delegate Users’ duties under the Account without the prior written consent of SkyLow. Users must notify us immediately of any unauthorized use of User’s Account or any other breach of security and in such events Users must change their password immediately via the settings in the Platform. We cannot and will not be liable for any loss or damage arising from any failure of Users to comply with these Terms, i.e., if someone else accesses the User’s Account through the registration information he/she has obtained from the User or through a violation by a User of these Terms, or for any unauthorized use of a User’s password or Account or any other breach of security.
CANCELLING A USER’S ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION THE USER PROVIDED US AND/OR THE CAPACITY OF THE USER’S ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
4. Travel Agent Content and Customers' DataIn order to use the Platform and offer Customers with information and in order to participate in Quotes, Travel Agents shall be required to respond to Customers' Users' requests for information relating to travel products and services, by uploading to the Platform certain applicable Travel Agent Content. The following terms apply to Travel Agent Content:
• Travel Agent Content shall be deemed non-confidential.
• The Travel Agent agrees, represents and warrants that it is solely responsible for the Travel Agent Content it uploads to the Platform and the consequences of posting or publishing such Travel Agent Content and for any transaction, engagement or other interaction between the Travel Agent and the Customer or Customers' Users, whether via the Platform or outside the Platform. SkyLow will not bear any liability for any loss, damage, cost or expense that either the Customer and/or the Travel Agents and/or User and/or any other third party may suffer or incur as a result of or in connection with any Travel Agent Content.
• The Travel Agent agrees that it will not post or upload any Travel Agent Content containing content which is unlawful for the Travel Agent to possess, post or upload in the country in which the Travel Agent and/or SkyLow and/or the Customer operates, or which it would be unlawful for SkyLow to use or possess in connection with the Services (including but not limited to any content which is false, deceiving or misleading). The Travel Agent expressly agrees that the Travel Agent Content will not include any unsolicited promotions, advertising, contests or raffles.
• Although SkyLow has no obligation to screen, edit or monitor any of the Travel Agent Content, SkyLow explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any Travel Agent Content available on the Platform at any time and for any reason, and the Travel Agent is solely responsible for creating backup copies of the Travel Agent Content and replacing any Travel Agent Content posted or stored on the Platform at its sole expense.
• SkyLow takes no responsibility and assumes no liability for any Travel Agent Content uploaded, posted, published and made available by the Travel Agent or any third party on the Platform, or for any loss or damage thereto, nor is SkyLow liable for any mistakes, false, incomplete or inaccurate information included in the Travel Agent Content.
• As long as the Travel Agent Content is subject to any applicable copyright law, it shall remain at all times, and to the extent permitted by law, the Travel Agent's sole and exclusive property. We do not claim ownership of your Travel Agent Content.
• When Travel Agent Content is uploaded, posted, published or made available on the Platform, the Travel Agent grants us a perpetual, non-exclusive, royalty-free, and worldwide license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works (solely for the purpose of better showcasing the Travel Agent Content), store and use such Travel Agent Content, in connection with the Platform, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future for the purpose of operating, marketing, promoting and improving SkyLow and for any other legitimate business purposes. The Travel Agent hereby waives any moral rights, attribution rights and publicity rights (if any) with respect to our use of the Travel Agent Content in accordance with these Terms.
• When Travel Agent Content is uploaded, posted, published or made available on the Platform, the Travel Agent grants to each of Customer and Customer's User a non-exclusive, non-commercial and royalty-free license to access and view your Travel Agent Content on our Platform. Please note that SkyLow cannot monitor or control what other Customer's Users do with Travel Agent Content.
• SKYLOW AND/OR ITS REPRESENTATIVES ARE NOT OBLIGED TO, NOR CAN THEY VERIFY, THE ACCURACY OF INFORMATION REPRESENTED IN SUCH TRAVEL AGENT CONTENT. THUS, SKYLOW MAKES NO REPRESENTATION REGARDING THE ACCURACY OF TRAVEL AGENT CONTENT.
• We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Travel Agent Content. In any event, we will not be liable for any damage or loss incurred to Customers and Customer's Users as a result of or in connection with such Travel Agent Content, including without limitation your dealings with Travel Agents and/or other third party vendors found on or through the Platform and/or Services. Please note - Customers always have the choice of deciding whether or not to interact with a Travel Agent or other applicable third parties.
• SkyLow does not participate or affect the Quotes, nor does SkyLow sell or resell, rent out, offer or endorse any of the products or the services that are included in the Travel Agent Content or otherwise appear or which are listed or advertised on the Platform.
• Any sale or booking of products and services shall not be made via the Platform but rather directly between the Customer and the applicable Travel Agent.
• SkyLow may be entitled to certain shares of the earnings, commission, fee and/or other compensation from Travel Agents and/or related third-parties for some transactions and bookings which result from the Customers' use of the Platform and/or the Travel Agents' participation in Quotes. This means SkyLow may receive some form of compensation through an arrangement it has with the Travel Agent if the Customer books or purchases a product or service from the Travel Agent. Customers and Customer's Users agree, acknowledge and consent that no right, title or interest is or shall be granted to you in any way with respect to any revenue share whatsoever in relation thereto.
• The Service enables Customers to maintain records of travel related products and services which were booked or purchased by the, as well as records of Quotes, and to incorporate into the Platform certain materials such as invoices (collectively, the “Customers' Data”). As between you and SkyLow, all of the Customers' Data that is provided to us with is the Customer's sole and exclusive property and the Customer is solely responsible for it. The Customer grants us a perpetual, non-exclusive, royalty-free, and worldwide license to communicate, distribute, host, reproduce and make modifications or derivative works (solely for the purpose of better showcasing the Customers' Data), store and use such Customers' Data, solely in connection with providing the Services. SkyLow will not bear any liability for any loss, damage, cost or expense that the Customer or Customer's Users may suffer or incur as a result of or in connection with uploading any Customers' Data.
• The Customer represents and warrants that it is the rightful owner of any Customers' Data and that such Customers' Data does not infringe any third party's rights. If the Customers' Data includes personal information, the Customer is fully responsible for obtaining the consent of such effected individuals as required under any applicable laws.
5. PaymentUse of the Platform by Customers is subject to certain fees which apply to each transaction consummated between the Customer and a Travel Agent in connection with use of the Platform and in accordance with the payment model specified in our pricing page at [Insert link] ("Fees"). The Fees accumulated in the previous month are billed automatically every thirty (30) days, starting at the beginning of the month proceeding the registration to the Services.
If the Customer fails to pay any fee on time, or if the Customer's credit card payment information is entered in error or does not go through for processing and the Customer does not update payment information upon our request, the Customer's use of the Platform may be suspended or cancelled.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including VAT, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). The Customer are responsible for paying Taxes except those assessable against SkyLow based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
SkyLow reserves the right to modify the fees and prices for its Services at any time and at its sole discretion. Such pricing changes will NOT affect the Fees relating to already booked and purchased products and services. Existing Accounts shall receive an email notification of price changes at least 30 days before such change takes place.
The Travel Agents' use of the Platform may be subject to certain fees and additional conditions, which shall be stipulated in in order form executed between each Travel Agent and SkyLow, if such order form is executed (for the avoidance of doubt, such order form, if any, shall be subject to these Terms).
In addition, Users hereby acknowledge and agree that Users may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site and/or Platform, according with the applicable rates charged by Users’ respective third party internet and data usage service provider as may be from time to time.
6. Use RestrictionsThere are certain conducts which are strictly prohibited when using the Site and/or Platform and/or Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at SkyLow's sole discretion) in the termination of a User’s use of the Service and may also expose a User to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by SkyLow, you may not (and you may not permit anyone to): (a) use the Site and/or Platform and/or the Content and/or Travel Agent Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content and/or Platform and/or Travel Agent Content for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the Site and/or Platform and/or Travel Agent Content any restrictions and signs indicating proprietary rights of SkyLow or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or Platform or the servers or networks that host the Site and/or Platform, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that SkyLow endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site and/or Platform; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or Platform; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content and/or Travel Agent Content made accessible by SkyLow on or through the Site and/or Platform, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content and/or Travel Agent Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to SkyLow's proprietary rights, including SkyLow's Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content and/or Travel Agent Content on any other site or networked computer environment for any purpose without SkyLow’s prior written consent; (l) create a browser or border environment around SkyLow Content and/or Travel Agent Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Platform and/or the Content and/or Travel Agent Content; (n) frame or mirror any part of the Site and/or Platform without SkyLow's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content and/or Travel Agent Content from the Site and/or Platform; (p) transmit or otherwise make available in connection with the Site and/or Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site and/or Platform for any purpose for which the Site and/or Platform is not intended; and/or (s) infringe and/or violate any of the Terms.
8. LicenseSubject to the terms hereof, SkyLow hereby grants to each Customer and Travel Agent, and they accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license to use the Site and/or Platform, solely for the limited purpose of using the Site and/or Platform for their internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, and applicable law.
Customers and/or Travel Agents and/or Users hereby commit to use the Service and the Content provided in the Platform in accordance with the terms contained in this Agreement.
The Terms do not convey to Customers and/or Travel Agents and/or Users an interest in or to the Company Intellectual Property (defined below) but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent Customers and/or Travel Agents and/or Users provide any feedbacks, comments or suggestions to SkyLow regarding the Platform (“Feedback“), SkyLow shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any SkyLow current or future products, technologies or services and use such Feedback for any purpose all without further compensation to Users and without Users’ approval. Users agree that all such Feedback shall be deemed non-confidential.
Further, Users warrant that Users’ Feedback is not subject to any license terms that would purport to require SkyLow to comply with any additional obligations with respect to any SkyLow current or future products, technologies or services that incorporate any Feedback.
SkyLow has no obligation to provide upgrades or new releases of the Platform under these Terms.
9. Intellectual Property RightsThe Site, Platform and the Content and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to Users hereunder are reserved by the Company and its licensors.
10. Trademarks and Trade names“SkyLow” SkyLow™, SkyLow’s marks and logos and all other proprietary identifiers used by the Company in connection with the Service (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and Users agree that no such right, license, or interest shall be asserted by Users with respect to the Company Trademarks or Third Party Marks and therefore Users will avoid using any of those marks.
12. AvailabilityThe Services' availability and functionality depends on various factors, such as communication networks. SkyLow does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
13. Changes to the PlatformSkyLow reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site and/or Platform and/or Services (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, Users hereby acknowledge that the Content provided under this Platform may be changed, extended in terms of content and form or removed at any time without any notice to Users. Users agree that SkyLow shall not be liable to Users or to any third party for any modification, suspension, or discontinuance of Platform or the Content included therein. Users hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
14. Disclaimer of WarrantiesTO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, THE PLATFORM, THE CONTENT, THE TRAVEL AGENT CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND SKYLOW, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "SKYLOW'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. USERS MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER USERS’ LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
SKYLOW DOES NOT, EITHER EXPRESSLY OR IMPLICITLY, ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THE SERVICE AND/OR PLATFORM AND/OR THE SITE AND/OR THE TRAVEL AGENT CONTENT AND/OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE USE OF THE SERVICE. WE DO NOT GUARANTEE THAT ANY OF THE COMPANIES’ OR TRAVEL AGENTS OR USERS' NEEDS WILL BE FULFILLED.
THE CONTENT, INCLUDING THE TRAVEL AGENT CONTENT, IS FOR INFORMATIONAL PURPOSES ONLY. ALL QUOTES AND RELATED INFORMATION OFFERED TO COMPANIES BY TRAVEL AGENTS VIA THE PLATFORM IS INFORMATION PROVIDED TO US BY THE TRAVEL AGENTS. AS SUCH, THIS INFORMATION IS SOLELY AND FULLY IN THE TRAVEL AGENTS’ RESPONSIBILITY, AND SKYLOW SHALL HAVE NO RESPONSIBILITY WHATSOEVER WITH REGARD TO SUCH INFORMATION. SKYLOW WILL NOT VERIFY AND CANNOT GUARANTEE THAT ALL INFORMATION IS ACCURATE, COMPLETE, OR CORRECT, NOR CAN WE BE HELD RESPONSIBLE FOR ANY ERRORS, INACCURATE, MISLEADING OR UNTRUE INFORMATION, NOR NON-DELIVERY OF INFORMATION. EACH TRAVEL AGENT REMAINS RESPONSIBLE AT ALL TIMES FOR THE ACCURACY, COMPLETENESS AND CORRECTNESS OF THE DESCRIPTIVE INFORMATION INCLUDED IN THE TRAVEL AGENT CONTENT.
OUR SITE AND PLATFORM ARE MADE AVAILABLE FOR PERSONAL AND NON-COMMERCIAL USE ONLY. THEREFORE, USERS AND COMPANIES ARE NOT ALLOWED TO USE, COPY, MONITOR, DISPLAY OR REPRODUCE ANY CONTENT OR THE TRAVEL AGENT CONTENT, SOFTWARE, RESERVATIONS, PRODUCTS OR SERVICES RECEIVED FROM TRAVEL AGENTS FOR ANY COMMERCIAL OR COMPETITIVE ACTIVITY OR PURPOSE.
SKYLOW DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY COMMUNICATION BETWEEN CUSTOMERS, USERS AND THE TRAVEL AGENTS ON OR THROUGH THE PLATFORM. SKYLOW CANNOT GUARANTEE THAT ANY REQUEST OR COMMUNICATION WILL BE DULY AND TIMELY RECEIVED BY, COMPLIED BY, EXECUTED OR ACCEPTED BY A TRAVEL AGENT, CUSTOMER OR USER.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE OR PLATFORM IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT SKYLOW WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE OR PLATFORM, (III) THE SITE OT PLATFORM WILL BE INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND SKYLOW AND SKYLOW'S REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, AND/OR (IV) MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR PLATFORM AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE OR PLATFORM (INCLUDING THAT THE RESULTS OF USING THE PLATFORM WILL MEET USERS’, CUSTOMERS' OR TRAVEL AGENTS' REQUIREMENTS). SKYLOW AND SKYLOW'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR PLATFORM, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR PLATFORM, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE AND/OR PLATFORM.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN SKYLOW, INCLUDING INFORMATION PROVIDED BY TRAVEL AGENTS.
YOU AGREE THAT USE OF THE PLATFORM AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
15. Limitation of LiabilityTO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL SKYLOW, INCLUDING SKYLOW'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR PLATFORM AND/OR THE CONTENT AND/OR THE TRAVEL AGENT CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR PLATFORM AND/OR THE CONTENT AND/OR THE TRAVEL AGENT CONTENT AND/OR THE FAILURE OF THE SITE AND/OR PLATFORM TO PERFORM AS DESCRIBED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF SKYLOW TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF SKYLOW OR SKYLOW'S REPRESENTATIVES, BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SKYLOW (OR SKYLOW'S REPRESENTATIVES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, SKYLOW'S AND SKYLOW'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH USERS’ USE OR INABILITY TO USE THE SITE AND/OR PLATFORM OR THE CONTENT AND/OR THE TRAVEL AGENT CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER OR TRAVEL AGENT (AS APPLICABLE), IF ANY, TO SKYLOW FOR USE OF THE PLATFORM OR $US1.00, WHICHEVER IS GREATER. USERS, CUSTOMER AND TRAVEL AGENT WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM SKYLOW'S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
16. IndemnificationUsers, Customer or Travel Agents agree to defend, indemnify and hold harmless SkyLow and SkyLow Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Users, Customer or Travel Agents' use, misuse of, inability to use and/or activities in connection with the Site and/or Platform and/or Content and/or Travel Agent Content; (ii) their violation of any of these Terms; (iii) their violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to their use of the Service; and (iv) any damage of any sort, whether direct, indirect, special or consequential, Users may cause to any third party with relation to the Site and/or Platform. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by Users, which will not excuse Users’ indemnity obligations hereunder and in which event Users will fully cooperate with us in asserting any available defense. Users agree not to settle any matter subject to an indemnification by Users without first obtaining our prior express written approval.
17. Amendments to the TermsSkyLow may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Platform and/or will send Users an e-mail (to the extent that Users provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on the Platform or sent via e-mail, whichever is the earlier. Otherwise, all other Changes to these Terms are effective as of the stated “Last Revised” and Users’ continued use of the Platform on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
18. Termination or Suspension of Users’ Account, Termination of these Terms and the Termination of the Platform's operationThese Terms shall remain in effect until terminated as set forth herein. Users’ failure to comply herewith shall terminate Users’ license and these Terms. In the event of Users’ failure to comply herewith SkyLow may immediately temporarily or permanently limit, suspend or terminate Users’ Account. In addition, SkyLow may temporarily or permanently limit, suspend or terminate Users’ Account. If a User objects to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, a User may terminate these Terms at any time by stopping the User’s use of our Platform and this will be the User’s sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of User’s failure to comply herewith: (i) the license and all other rights granted to a User hereunder will automatically terminate, (ii) a User must immediately cease all use of the Service, delete and destroy all copies of the Platform in the User’s possession or control and so certify to SkyLow if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
Additionally, SkyLow may at any times, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, delete any information from the Platform or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that SkyLow does not assume any responsibility with respect to, or in connection with the termination of the Platform's operation and loss of any data.
We note that we can suspend access to Users’ Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of Users’ Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of SkyLow, its Users or the public; (d) there is a basis for termination of Users’ Account; (e) Users’ have violated these Terms; and/or (f) we are required to by law. We may provide Users a notice in the event of any such suspension. During such suspension, Users will not have the ability to use or access their Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to a User’s Account has been resolved, we will restore access to the User’s Account.