Terms and Conditions
Effective Date: August 24, 2024
Use of the Product or Service
- Who Can Use: Only authorized representatives of the Customer, including designated SK administrators and constituents, are allowed to use the product or service. SKLoud reserves the right to verify the eligibility of users.
- How to Use: The product or service is provided for the Customer’s internal use only. Users shall not:
- Reverse engineer, decompile, or attempt to extract the source code of the product.
- Share their access credentials with unauthorized parties.
- Use the product for illegal or malicious purposes.
- User Accounts: SKLoud reserves the right to deactivate user accounts if:
- The account is found to be in violation of the terms of this Contract.
- The account has been inactive for more than 90 days without prior notice from the Customer.
Intellectual Property Rights
All intellectual property rights to the product or service, including but not limited to software, trademarks, designs, and documentation, shall remain the sole property of SKLoud. The Customer is granted a non-exclusive, non-transferable license to use the product or service for the duration of this Contract. The Customer permits SKLoud to use their data, aggregated and anonymized, as well as any feedback or suggestions, to improve its offerings without any obligation to compensate the Customer. Any feedback or suggestions provided by the Customer may be used by SKLoud to improve its offerings without any obligation to compensate the Customer.
Disclaimers
- SKLoud disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
- SKLoud does not guarantee that the product or service will be error-free or operate uninterruptedly. Scheduled maintenance and unforeseeable events may temporarily impact availability.
Obligations of SKLoud
- Data Privacy
SKLoud shall protect both the data of the Customer and its constituents in accordance with the industry standards, Data Privacy Law, and other pertinent laws applicable.
- Application Updates and Support
SKLoud shall notify the Customer via email pertaining any application concerns, maintenance, upgrades or updates which shall always be free of charge. All updates shall be free of charge. SKLoud shall also respond to Customer support requests within 8 regular business hours.
- Documentation
SKLoud shall provide the Customer with service invoices and any other necessary documents related to the Services.
- Service Availability
SKLoud will ensure that the services are available to the Customer at least 99.9% of the time during each calendar month, excluding scheduled maintenance, force majeure events, or circumstances beyond SKLoud’s reasonable control.
- Service Disruptions
SKLoud will work to resolve critical service disruptions within 48 hours from the time the disruption is reported. Non-critical issues will be resolved within 48-72 hours.
- Service Credits
If SKLoud fails to meet the service availability commitment herein outlined in this Contract, the Customer shall be entitled to a service credit amounting to 5% of the monthly subscription fee per hour of downtime, but shall in no case exceed 50% of the monthly subscription per month.
- Failure in Service Availability
If SKLoud fails to meet the service availability threshold for 3 consecutive months, the Customer may pre-terminate the Contract without any penalty. All prepaid subscription fees shall be refunded. However, SKLoud shall not be liable to any issues caused by the Customer’s misuse of the service, third-party integrations, or any other factors beyond its direct control.
Customization
Any customization requests, changes, or additional application scope shall be subjected to a revised quote, which shall outline the scope, appropriate fees, and timeline for its integration. (Ex: if the SK asks to add a gym reservation feature particularly for their account, the Customer shall pay according to a separate quote which shall be executed to this effect)
Confidentiality
Any and all information obtained from the other party under this Contract shall be deemed strictly confidential. The disclosure of such information without a written prior consent from the other party shall render the violating party liable for liquidated damages amounting to Php 50,000.00. Unless otherwise such disclosure is required by law.
Upon termination of this Contract, SKLoud shall clear all the Customer’s data to prevent potential breaches in confidentiality.
Non-Compete
During the term of this Contract, the Customer agrees not to engage, directly or indirectly, in any business or activity that competes with the services provided by SKLoud, within the Philippines. This includes, but is not limited to, engaging with other service providers which are developing, marketing, or selling products or services that are substantially similar to those offered by SKLoud.
Pre-Termination
Either party may pre-terminate this Contract based under the following conditions:
- Material Breach: Any material breach of either party on the terms of this Contract and fails to give any remedy to such breach within 30 days from receiving a written notice of the same.
- Non-Payment: When Customer substantially fails to make the agreed subscription payments, SKLoud reserves the right to immediately pre-terminate the Contract.
- Insolvency or Bankruptcy: When either party becomes insolvent, files for bankruptcy, or undergoes any business reorganization, liquidation, or similar proceedings which affects its ability to fulfill its financial obligations.
If the Customer pre-terminates this Contract in the absence of the above mentioned conditions, the Customer shall still be liable to pay the entire subscription fees for the months after the termination until the end of the Customer’s incumbency.
Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising from this Contract, regardless of the form of action, whether in contract, tort, or otherwise.