This Skyline Payments Terms of Service (the “Agreement”) is between you and Skyline Payment Systems, LLC.. It is a legal document that governs your access to, and use of, Skyline Payments’ online accounts receivable and payment platform service (the “Service”).
“Skyline”, “we”, “us” and “our” refer to Skyline Payments Systems; and
“you” and “your” refer to the legal entity (whether in the form of a corporation, partnership, sole proprietorship, unincorporated association or other entity that carries on business) on behalf of which you are using the Service.
BY EXECUTING AN OFFER OR ORDER THAT REFERENCES THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to use the Service. When you register to use the Service, you may be asked to confirm that you have read and agree to this Agreement. Notwithstanding the foregoing, Skyline reserves the right to reject any registration for any reason. Unless explicitly stated otherwise, any new features or products that change, augment, or enhance the current Service shall be subject to this Agreement.
You remain obligated to the terms and conditions of any agreements and/or terms and conditions of a payment processor, including without limitation, any merchant processing agreement, merchant agreement or payment processor agreement or similar agreement.
IMPORTANT: PLEASE CAREFULLY REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW IN THE GOVERNING LAW; DISPUTES SECTION, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SKYLINE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND WAIVING YOUR RIGHT TO A CLASS ACTION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND ALL THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
From time to time, it may be necessary for Skyline to update or revise certain provisions of this Agreement. We will date and post the most current version of this Agreement on our website. Any changes will be effective upon posting the revised version of the Agreement (or such later effective date as may be indicated at the top of the revised Agreement). If in our sole discretion we deem a revision to be material, we will notify you via the Service and/or by email to the email address in your Registration Data. If you don’t agree to the changes or to any terms in this Agreement, you must cancel and immediately stop using the Service.
(a) You agree that you (i) are responsible for the accuracy, quality and legality of information that you provide in connection with your use of the Service, (ii) will prevent unauthorized access to or use of Service, and notify us promptly of any such unauthorized access or use, and (iii) will use the Service only in accordance with the terms of this Agreement and applicable law and any terms and conditions of a payment processor, including without limitation, any merchant processing agreement, merchant agreement or payment processor agreement or similar agreement. To the extent Skyline provides you or allows you to access its Service with usernames, passwords, or other credentials (“Credentials”), you agree to keep such Credentials secure. You agree that Skyline may rely on requests or activity made using the Credentials and that such requests or activity will be deemed authorized by you. YOU ARE RESPONSIBLE FOR THE SECURITY OF YOUR OWN WEBSITES AND ANY INTEGRATIONS WITH THE SERVICE.
(b) You agree that you will not use the Service in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or other information. You agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. You will not sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Service to any third party. You will not use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party.
(a) In order for you to use the Service, you must provide us with the information that we require on our registration page about you and your business. If you choose to register to use the Service, you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity (such information being “Registration Data”). Registration Data and certain other information about you and/or your business are subject to our privacy policy (“Privacy Policy”). You agree and acknowledge that we may access or disclose information about you, including your content, in order to: (a) comply with the law or respond to lawful requests or legal process; or (b) protect the rights or property of Skyline or our customers, including the enforcement of our agreements or policies governing your use of the Service. You further agree and acknowledge that Registration Data from the registration process is used to send you information about Skyline and the Service. The terms of our Privacy Policy are incorporated by reference and form part of this Agreement.
(b) After you are registered to use the Service, a supplier may set up autopay on your behalf. Your continued use of the Service using autopay shall constitute your agreement to the autopay arrangements made on your behalf, and you may cancel your enrolment in autopay at any time. However, if one payment to a supplier (but no more) has been processed and you deny having authorized that supplier to register you for autopay to that supplier, we will reverse the payment by charging it back to the supplier and the corresponding invoice will continue as unpaid.
You will pay Skyline the then applicable fees described in the order for the Service in accordance with the terms therein and/or as you otherwise authorize within the Service, including any ACH transaction fees, software subscription fees and/or implementation fees (collectively, the “Fees”). By submitting your account information, you agree that Skyline may initiate electronic debit entries from your designated account via ACH and that Fees shall be paid and deducted on a monthly basis from your account via ACH as set forth in the order or as you otherwise authorize within the Service. You also authorize credit entries to the same account to correct any erroneous debits. Skyline may also send invoices for your informational purposes or for payment if any Fees are not paid via ACH. If invoiced, unless otherwise specified in the order, Fees are due and payable net thirty (30) days from the invoice date. The Fees for the Service will not include any taxes, duties and levies, and you shall be responsible for all taxes associated with Services other than U.S. taxes based on Skyline’s net income. If Skyline has the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you. You represent and warrant to Skyline that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or account) that may occur. All fees are non-refundable, except as expressly stated otherwise in this Agreement. All payments shall be made in the currency of the United States. Skyline will provide written notice to you for any changes to the fees that affect the Services purchased by you. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.
By registering to use the Service, you understand that we may communicate with you by Electronic Communication regarding the Service, including but not limited to: (i) notices about your use of the Service, including any notices concerning violations of use; (ii) updates; and (iii) promotional information and materials regarding Skyline’s products and services, via electronic mail. You may opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message. “Electronic Channel” means any telecommunication or electronic transmission method which may be used in connection with our Service, including computer, internet, network, telephone, mobile phone, smart phone, SWIFT, email, or bank wire. “Electronic Communication” means any statement, information, disclosure, notice, request, agreement, consent, or other communication sent, received or accepted using an Electronic Channel. Any Electronic Communication that we receive from you, or in your name, or purporting to be from you or in your name or any other person on your behalf in connection with our Service, will be considered duly authorized by and enforceable against you. Skyline will be authorized to rely and act on any such Electronic Communication.
To the extent that the Service contains content and information from third party providers and/or links to their websites (“Third Party Content”), such content is not under the control of Skyline and Skyline is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Skyline is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by Skyline of such content. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. Skyline does reserve the right to remove content that, in Skyline’s judgment, does not meet its standards, but Skyline is not responsible for any failure or delay in removing such material. Skyline is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release Skyline (and its suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
“Skyline Payments” and all related logos, marks and trade names relating to the Service are either trade-marks or registered trade-marks of Skyline. The Service, related software and source code and all content (other than your data and information) are the exclusive property of Skyline, or our licensors, and are protected by United States, Canadian, and international copyright and other intellectual property laws. You may not sell, rent, lease, copy, alter, reproduce, redistribute, reverse engineer, modify, decompile, or otherwise derive the source code or architecture of, nor create derivative works from or use the Service or any of the content (except as set out in Section 7). We reserve all rights not granted under this Agreement. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties. Skyline’s software, its structure, sequence and organization and source code are considered trade secrets of Skyline, or its suppliers and are protected by trade secret laws. Without Skyline’s prior permission, you agree not to display or use in any manner, any of Skyline’s trademarks, whether registered or not.
Skyline grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Service in the United States while the Agreement is in effect. Your use of the Service is subject always to the terms of this Agreement. To the extent that the Service includes materials that are downloaded to a server, computer, device or other platform, you must comply with the reasonable implementation and use requirements provided by Skyline. This license is revocable and terminates upon termination or expiration of this Agreement and when the Service is discontinued. However, (a) such license is subject to all obligations and restrictions imposed on you in this Agreement; (b) such license extends only to your use of the Service solely to perform the functions specified and in compliance therewith; (c) such license extends only to your employees, agents and contractors, but only to the extent that such employees, agents and contractors use the Service solely for the purposes permitted under this Agreement, and (d) at all times you shall treat the Service, related software and source code and all content (other than your data) as Skyline’s confidential information.
Skyline requires the use of your Registration Data to provide the Service. Therefore, by providing your Registration Data to Skyline, you grant Skyline a worldwide, non-exclusive, transferable and sublicensable, fully paid up, royalty-free license, while the Agreement is in effect, to use, transmit, communicate by telecommunication, display, publish, reproduce, distribute, modify, and create derivative works from your Registration Data solely in connection with providing and to the extent necessary to provide the Service to you.
Under no circumstances shall Skyline’s total liability to you or any third party arising out of or related to this agreement exceed the greater of the Fees paid and payable to Skyline in the twelve (12) months immediately preceding the act or omission giving rise to the liability or a maximum of one hundred dollars ($100.00) regardless of whether any action or claim is based on warranty, contract, tort or otherwise.
In no event shall Skyline be liable to you or to any third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to this agreement or the service, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labor claims), even if Skyline has been advised of the possibility of such damages.
THE SERVICE IS PROVIDED “AS IS” AND SKYLINE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SKYLINE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. SKYLINE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE OR WILL BE FREE FROM DATA SECURITY BREACHES.
You agree to indemnify, defend, and hold harmless Skyline, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any claim by you for reimbursement of a pre-authorized debit initiated by Skyline pursuant an autopay arrangement made by a supplier on your behalf if you have not given us notice that you do not agree to use autopay, (ii) any failure by you or any of your employees, agents or subcontractors to comply with the terms of this Agreement; (iii) any warranty or representation made by you being false or misleading; (iv) any representation or warranty made by you or any of your employees, agents or subcontractors to any third person other than as specifically authorized by this Agreement, (v) negligence of you or any of your employees, agents or subcontractors, or (vi) any alleged or actual violations by you or any of your employees, agents or subcontractors of any payment card association rules, processor rules, governmental laws, regulations or rules.
Skyline reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Skyline shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
(a) This Agreement starts when you first agree to its terms and continues and renews automatically on a monthly basis. You may cancel your use of the Service at any time by calling us at (415) 500-0103 or sending an email to support@skylinepayments.com. Cancellation will be effective as of the next monthly renewal date. Your cancellation does not affect any in progress payments or your obligation to pay outstanding invoices from any of your suppliers.
(b) You agree that your right to cancel your use of the Service shall be your sole right and remedy if you object to: (1) any term of this Agreement or Skyline’s enforcement or application of any such term; (2) any policy or practice of Skyline, including Skyline’s Privacy Policy, or Skyline’s enforcement or application of these policies; (3) the content available through the Service or any change in content provided through the Service; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.
Except as set out in section 12(b), the rights, remedies, and powers provided to a party under this Agreement are cumulative and in addition to, and are not exclusive of or in substitution for, any rights, remedies, and powers otherwise available to that party.
All notices made under this Agreement must be in writing and delivered via hand delivery or via a carrier that provides a tracking number and/or other proof of delivery. Notices to Skyline must be sent to: 1970 Broadway, Suite 1259, Oakland CA 94612 with copy (which shall not constitute legal notice) via email to: legal@skylinepayments.com and will be deemed effective upon receipt. Skyline may provide you with effective notice under this Agreement by any of the following means: (a) via mail at the address designated in any application or registration you submit to Skyline; (b) electronically, through Service, through electronically available statement(s), or through any other means of electronic communication maintained by Skyline which you may access, or electronically posting online; or (c) electronically, via any email address designated by you. You expressly consent to receive documents and notices electronically and agrees to maintain access to the Internet for so long as this Agreement is in effect.
Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship, or any similar relationship between the parties.
The invalidity or unenforceability of any term of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.
No term or condition of this Agreement may be waived unless both parties sign a written waiver.
“Force Majeure” means any act, occurrence, condition, or event beyond the control of a party that materially affects the performance of that party’s obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, power or equipment failures, labor strife, civil unrest, non-performance of our vendors or our suppliers and acts of God, but not including general economic conditions. Neither party is responsible for damages caused by delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of Force Majeure. If a party contends that any of its obligations is suspended by reason of Force Majeure, that party must give notice to the other party, providing all necessary details. That party must give a similar notice as promptly as reasonably practicable when Force Majeure has ended.
Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including but not limited to Section 2 (Use of the Service), 3 (Registration), 4 (Fees and Consent to Electronic Communications), 5 (Third Party Content), 6 (Intellectual Property), 8 (Your License Grant to Us), 9 (Limitation of Liability and Disclaimer of Warranties), 10 (Indemnification), 13 (Remedies), 14 (General) and 15 (Governing Law; Disputes) and all additional terms and conditions necessary for the correct interpretation of the foregoing. Further, all monetary and non-monetary obligations of the parties owing and/or to be performed or discharged prior to the date of termination will survive termination until they have been performed or discharged.
No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein.
Either party shall be permitted to assign this Agreement to an affiliate or to a purchaser of all or substantially all the shares or assets of the party upon written notice to the other party.
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
This Agreement ensures to the benefit of and binds the parties and their respective successors and permitted assigns.
This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
you acknowledges that this Agreement is a contract between you and Skyline, even though it is electronic and is not physically signed by you and Skyline, and it governs your use of the Service.
If any claim arises out of or relates to the Service or this Agreement, other than as may be provided herein, then you and Skyline agree to send notice to the other providing a reasonable description of the claim, along with a proposed resolution of it. Skyline’s notice to you will be sent based on the most recent contact information that you provided Skyline. If no such information exists or if such information is not current, Skyline has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Skyline will engage in a dialog to attempt to resolve the claim, though nothing will require either you or Skyline to resolve the claim on terms with respect to which you and Skyline, in each of the parties’ sole discretion, is not comfortable.
Any dispute between you and Skyline that is not resolved through negotiation will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”). The arbitration will be conducted by a single arbitrator selected by agreement of you and Skyline or, if you and Skyline cannot agree, an arbitrator appointed in accordance with the JAMS rules who shall be experienced in the type of dispute at issue. you and Skyline, their representatives, the arbitrator, and other participants shall keep confidential the existence, content, and result of the arbitration. Any demand for arbitration and any counterclaim must specify in reasonable detail the facts and legal grounds forming the basis for the claimant’s claims and include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant. The arbitration will be conducted in the English language; the location of such arbitration shall be in Alameda County California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator.
YOU AND SKYLINE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Skyline each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638.
Notwithstanding the agreement to resolve all disputes through arbitration, you or Skyline may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Skyline may also seek relief in small claims court for claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the exclusive venue for any such claim or dispute is set forth in Section 15. You and Skyline agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement or your use of the Service in the event that the arbitration provisions are found not to apply. In such a case, should Skyline prevail in litigation against you to enforce its rights under this Agreement, Skyline shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Skyline may be entitled.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CUSTOMER OR SKYLINE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN CUSTOMER OR SKYLINE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Skyline to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Service, intellectual property rights of Skyline, and/or Skyline’s provision of the Service.
