TERMS
TERMS OF SERVICE
Last Revised: May 1, 2025
THESE TERMS OF SERVICE (THIS "AGREEMENT") GOVERN YOUR USE AND ACCESS OF THE CLOUD COMPUTING SERVICES MADE AVAILABLE TO YOU BY SKYPORTAL INC. DOING BUSINESS AS OBLIVUS (THE "COMPANY") THROUGH THE COMPANY'S WEBSITE AT https://oblivus.com (OR ANY SUCCESSOR SITE), AND ALL UPDATES AND UPGRADES THERETO (THE "SERVICES").
For purposes of this Agreement, "you" or "Customer" refers to you as the user of the Services. If the individual accepting this Agreement is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.
BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, CUSTOMER HEREBY ACCEPTS TO THE BOUND TO THE TERMS OF THIS AGREEMENT.
1.1 "Authorized User" means any person who is authorized by Customer to access and use the Services. Any individual using Customer's access credentials or creating an account from an invitation sent by Customer will be presumed to be authorized by Customer unless Customer notifies the Company that such individual is not authorized.
1.2 "Confidential Information" means all business, technical or third party information of a party, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are provided, disclosed, or made available to the other party under this Agreement that is either identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances of disclosure.
Subject to the terms of this Agreement, the Company hereby grants Customer a non-exclusive right to access and use the Services solely for Customer's internal business purposes during the Term. The Services are provided via the Company website and permits access to a virtual private server environment or via an API for Customer to configure the Services in Customer's own applications.
Customer will not, and will not permit its Authorized Users or any third party to:
If Customer is an entity, registration on the Services requires the Company's prior authorization. After receiving such authorization, Customer may register for an account on the Services and will identify an administrative user name and password for Customer's account and Customer may use the administrative user name and password to create accounts for additional Authorized Users. Authorized Users are not permitted to share their accounts with any other person or entity. Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and that its Authorized Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User's non-compliance with this Agreement and (b) any activity that occurs through an Authorized User's account. If Customer is an individual, then Customer will register an account for themselves. Although the Company has no obligation to monitor Customer's use of the Services, the Company may do so, including if necessary to (i) respond to any applicable law or regulation or any legal process or request from a governmental or regulatory authority, (ii) verify compliance with this Agreement, including investigation of potential violations hereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to support requests; or (v) protect the rights, property or safety of the Company or other users.
The Company may modify, amend, alter, supplement or replace the Services from time to time, in whole or in part, without any notice to Customer; provided that the Company will use reasonable efforts to provide Customer written notice if the Company believes that any modification, amendment, alteration, supplement or replacement will cause a material adverse effect on Customer's access or use of the Services. Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Services, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Services.
Customer's access and use of the Services may be subject to certain usage limits. If Customer exceeds any such usage limit, then Customer will be charged for any such excess usage in accordance with Section 5.
The Services contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications (the "Third Party Services"). All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service. The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service.
Customer support for the Services can be reached at [email protected] from 9:00 am to 5:00 pm (Pacific Time) on U.S. business days. The Company will use commercially reasonable efforts to respond to Customer requests within one business day, although the Company does not promise or guarantee any specific response time.
If Customer desires to engage the Company to perform additional services in the future, such as any implementation services (such additional services, "Additional Services"), the parties will enter into a separate Statement of Work (SOW) for such Additional Services. The SOW will set forth, among other things, applicable fees due for the Additional Services. The Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company's delays or failures are caused by Customer's delays or failures in providing the Company with reasonable cooperation or access to information or documentation necessary for the performance of the Additional Services.
From time to time, the Company may make certain features or functionalities available to Customer that are identified as "beta", "pilot", "limited release" or other similar designation (the "Beta Offerings"). Customer may choose to try such Beta Offerings or not in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Customer's access and use of the Beta Offerings shall be on "AS IS" basis without warranty of any kind and the Company shall not have any liability of any kind with respect to Customer's access and use of a Beta Offering.
Customer is solely responsible for all data, content, information, and other materials uploaded, posted or otherwise provided to, through, derived or created through the Services by Customer and its Authorized Users (the "Customer Data"). Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company's subcontractors performing services for the Company and to third party service providers used by the Company in providing the Services) to access, use, reproduce and create derivative works of all Customer Data to (i) provide the Services and any related support services or Additional Services to Customer during the Term and (ii) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings during and after the Term. Furthermore, the Company shall have the right to collect and analyze data and other information relating to Customer's use and access of the Services ("Usage Data") and the Company will be free (during and after the Term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form.
The Company employs a number of commercially reasonable technical, organizational and physical safeguards designed to protect Customer Data from accidental loss or destruction, unauthorized disclosure, or damage. However, no security measures are failsafe and the Company cannot guarantee the security of the Customer Data. Accordingly, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of the Customer Data.
The Company shall own and retain all right, title and interest in and to (a) the Services, and all improvements, enhancements or modifications thereto, (b) all results and work product developed in the performance of support services and any Additional Services, and (c) and all intellectual property rights related to any of the foregoing. All rights to the Services not expressly granted under this Agreement are reserved by the Company.
Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Services, and any other feedback provided by Customer (collectively, "Feedback") are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.
As between the parties, subject to the Company's rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data.
You may fund your account with a payment method accepted by the Services. Your account will then be automatically deducted based on your usage of the Services in accordance with the rates set forth on the Company's website and may be automatically replenished through your payment instrument if the remaining account funds are below a certain threshold to permit you to continue using the Services. You represent and warrant that all payment information you provide is complete and accurate and that you are authorized to use the payment instrument. You will promptly update your account information with the Company or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. If you dispute any charges to your account, you must notify the Company within sixty (60) days after the date of the applicable charge, or within such longer period of time as may be required under applicable law. All amounts added to your account or otherwise paid for the Services are non-cancellable and non-refundable.
If you desire to fund your account via bank account or credit card, your payments will be processed by Revolut or other third-party payment processors and if you desire to fund your account with cryptocurrency, payment through your digital wallet will be processed by Oblivus Pay (each of Revolut, Oblivus Pay or other third party payment processors, the "Payment Processors"). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor's terms and conditions, privacy policy, and all other relevant agreements (collectively, the "Payment Processor Agreements"). By agreeing to this Agreement, users that pay via bank account or credit card also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Services. Please contact the applicable Payment Processor for more information. The Company assumes no liability or responsibility for any payments you make through the Services.
Customer shall be responsible for all taxes associated with its use of the Services other than taxes based on the Company's net income.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose Confidential Information. Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Services, and pricing terms for the Services. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party's Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Disclosing Party's Proprietary Information except for the Receiving Party's employees, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential. This Section 6 will not apply to the protection of Customer Data, which is subject to the terms of Section 3.3.
The Disclosing Party agrees that the foregoing Section 6.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
Notwithstanding this Section 6, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.
Upon the request of either party, copies and embodiments of such party's Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.
Subject to earlier termination as provided below, this Agreement will commence on the date you accept this Agreement and shall continue until terminated (the "Term").
Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of notice thereof.
Without limiting the Company's rights under Section 7.2, the Company may immediately suspend or terminate your access to the Services if the Company suspects that Customer is breaching this Agreement, or engaging in excessive utilization of the Services which affects, or could reasonably affect, system availability or performance, or due to any non-use for a sustained period of time.
No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any amounts accrued or payable to the Company prior to the effective date of termination.
The provisions of Sections 1, 3.1, 4, 5, 6, 7.4, 7.5, 8 through 14 shall survive any termination of this Agreement.
Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith.
THE SERVICES AND ANY OTHER ADDITIONAL SERVICES PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE QUALITY OF THE SERVICES, ADDITIONAL SERVICES, OR ANY DATA, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICES, WILL MEET CUSTOMER'S EXPECTATIONS.
Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any claim, action, suit or proceeding brought against the Company by a third party arising from or related to Customer's use of the Services, any breach of the terms of this Agreement, or any violation of applicable laws and regulations.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICES OR (B) ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer may not remove or export from the United States or allow the export or re-export of the Services in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services (including the software, documentation and data related thereto) are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer may not assign this Agreement, except with the Company's prior written consent. The Company may freely assign this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the Parties with respect to the subject matter hereof. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. All disputes arising out of or in connection with this Agreement shall be settled by arbitration in Los Angeles, California before a neutral single arbitrator, whose decision will be final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages. As part of the Company's sales and marketing efforts, the Company may publicly identify Customer by name as a customer and may describe the services provided to Customer in general and Customer hereby grants the Company a non-exclusive license to use and reproduce Customer's name, logos and trademarks as part of the Company's such sales and marketing efforts. Without limiting anything herein, and except for Customer's payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing and sent, if to Customer, to the address associated with Customer's account, and if to the Company, to the address specified in Section 14 below, or in each case such other address as may be properly specified by written notice hereunder.
The Company reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time. If the Company does this, it will post the changes on this page and will update the "Last Revised" date at the top of the page of this Agreement. The most current version of this Agreement is available at any time at https://oblivus.com/terms/. The Company will also use commercially reasonable efforts to notify Customer of any material changes. Customer's continued use of the Service after the date any such changes become effective constitutes Customer's acceptance of the new Terms of Service. If any change to this Agreement is not acceptable to Customer, Customer's only remedy is stop using the Services.
Please contact the Company at [email protected] to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.