WEBSITE TERMS OF USE
These Website Terms of Use (the “Terms of Use”) govern your access to and use of, including any content, functionality and services offered on or through, https://www.skywirenetworks.com (the “Website”) whether as a guest visitor or a registered user. This Website and its entire contents, features, and functionality is owned by Xchange Telecom LLC and all references in these Terms of Use to “Skywire Networks”, “Skywire”, “we”, “us”, “our” and all similar terms will mean Xchange Telecom LLC. By using or accessing the Website, you agree to be bound by these Terms of Use. Skywire may modify these Terms of Use at any time and any such modification will be effective upon its publication. You are solely responsible for monitoring this Website for such modifications. If you do not agree to be bound by these Terms of Use, then you must immediately stop using the Website.
ACCOUNT REGISTRATION
In order to access certain features and functions of or available through the Website, you may have to provide certain personal identifiable information about yourself, be required to register, create an account, and accept certain additional terms. As a condition of your use of the Website, all the information that you provide on the Website must be correct, current and complete. We may also gather certain non-personal information about your visit to protect the security of our other users of the Website, our Website, or to make our Website content more enjoyable to all our users. All information gathered from users to this Website is, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy and Security Statement, and you consent to all actions we take with respect to your information consistent with our Privacy and Security Statement. If there is a conflict between these Terms of Use and the Privacy and Security Statement, then the Privacy and Security Statement will prevail. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, then you must treat such information as confidential, and you must not disclose it to any third party. You agree to notify us immediately of any unauthorized access to or use of your username, password, or all other breach of security.
WEBSITE CONTENT
The Website and its entire contents, features, and functionality, including the Skywire name, logos, product and service names, designs and slogans, are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and are exclusively owned by Skywire and its licensors. No right, title, or interest is transferred to you, and all rights not expressly granted are reserved by Skywire. These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website. If we provide desktop, mobile or other applications for download, then you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
The material presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any material on the Website, and the information may include inaccuracies or typographical errors. Any reliance you place on such material is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators and / or reporting services. All statements and / or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Skywire, are solely the opinions and the responsibility of such third parties providing those materials. These materials do not necessarily reflect the opinion of Skywire. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third party.
This Website may contain links to other websites, applications or content, which links may appear to such other websites, applications, or content hosted or provided by third parties into the interface of this Website. Your use of any such other websites, applications and content is subject to the legal terms and privacy policies established by such third parties. Skywire makes no representations or warranties whatsoever about any other websites, applications, or content which you may access through this Website. When you access any non-Skywire website, application or content, even one that may contain the Skywire logo, you understand that it is independent from Skywire, that Skywire has no control over it, and that Skywire assumes no responsibility for its subject matter, legal terms, privacy policies or practices. In addition, you agree that a link to any non-Skywire website, application, or content does not mean that Skywire endorses or approves it or its use. By using this Website, you expressly relieve Skywire from any and all liability arising from your use of any third party websites, applications, or content.
USER CONTRIBUTIONS
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with the Content Standards set forth below. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant to us an irrevocable, royalty-free, perpetual, non-exclusive, worldwide license to use, copy, reproduce, perform, display, display, modify, edit, and create derivative works for and distribute any such materials that you post or transmit in the area on our Website for any purpose. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and service providers, and each of their and our respective licensees, successors and assigns; (ii) all of your User Contributions do and will comply with these Terms of Use; and (iii) you understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Skywire, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
The following “Content Standards” apply to any and all User Contributions and use of Interactive Services. User Contributions must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy and Security Statement; (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote or assist any unlawful act; (vii) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
PROHIBITED USES
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: (i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (ii) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (iii) to send, knowingly receive, upload, download, use or reuse any material which does not comply with the Content Standards set out in these Terms of Use; (iv) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (v) to impersonate or attempt to impersonate the Skywire, a Skywire employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Skywire or users of the Website, or expose them to liability; (vii) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website; (viii) use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (ix) use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (x) use any device, software or routine that interferes with the proper working of the Website; (xi) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (xii) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; (xiii) attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or (xiv) otherwise attempt to interfere with the proper working of the Website.
DISCLAIMER
YOU EXPRESSLY AGREE THAT THIS WEBSITE AND THE MATERIALS PROVIDED THROUGHOUT THIS WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYWIRE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. SKYWIRE DOES NOT REPRESENT OR WARRANT THAT: (I) THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR SECURE; (II) THIS WEBSITE WILL MEET YOUR REQUIREMENTS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THIS WEBSITE WILL MEET YOUR EXPECTATIONS; (V) ANY ERRORS IN THIS WEBSITE WILL BE CORRECTED; OR (VI) MATERIALS ON THIS WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU AGREE TO BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKYWIRE BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, REGARDLESS OF THE FORM OF THE CLAIM OR THE THEORY OF RECOVERY, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS OR DATA, BUSINESS INTERRUPTION OR OTHER INTANGIBLES, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, OR ARISING OUT OF OR RELATED TO ANY USE, INABILITY TO USE, PERFORMANCE OR NON-PERFORMANCE OF THIS WEBSITE, EVEN IF SKYWIRE HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE maximum liability OF SKYWIRE WIll be limited to one HUNDRED dollars ($100.00 USD).
INDEMNITY
To the fullest extent permitted by law, Supplier will indemnify, defend, release, and hold harmless Skywire and its parents, affiliates, partners, directors, officers, employees, representatives, agents, successors, and assigns from and against all liabilities, obligations, proceedings, actions, suits, claims, damages, costs, fines, penalties, expenses and fees (including reasonable legal fees and costs) arising out of or related to: (i) your access to or use of this Website; (ii) your violation of these Terms of Use; (iii) the rights of any third party; and (iv) your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT
We will respond to notices of alleged copyright infringement. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent set forth below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice“) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the written notice is accurate; and (vii) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. It is our policy in appropriate circumstances to disable and / or terminate the accounts of users who are repeat infringers. Notices of claimed infringement should be directed to: Skywire Networks, 148 39th Street, Suite A12, Brooklyn, New York 11232 or Legal@Skywirenetworks.com. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (v) statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
MONITORING, ENFORCEMENT, AND TERMINATION
We have the right to: (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Skywire; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; or (v) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE SKYWIRE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
MISCELLANEOUS.
These Terms of Use are made under and will be construed according to the laws of the State of New York, without regard to that State’s conflict or choice of law provisions. You agree that the federal and state courts located in the State of New York will be the proper place of jurisdiction for the determination of any disputes arising herein, and you consent to the personal jurisdiction of such courts. Failure to enforce any provision of these Terms of Use by Skywire will not constitute a waiver of that or any other provision. All provisions of these Terms of Use are severable, and the unenforceability or invalidity of any of the provisions will not affect the validity or enforceability of the remaining provisions. These Terms of Use contain the entire agreement between Skywire and you with respect to its subject matter and supersedes any previous understanding, commitments, or agreements, verbal or written. The headings in these Terms of Use are for reference only and will not affect interpretation of these Terms of Use.
