Last Updated: January 14, 2025
These Terms of Service (“Terms”) govern the contractual relationship between Skyflo.ai ( “Skyflo,” “we,” “us,” or “our”) and any entity or individual (“you” or “Customer”) using or accessing Skyflo's cloud automation and large language model-driven AI offerings (collectively, the “Services”). By purchasing, accessing, or otherwise using our Services, you agree to be bound by these Terms, along with any applicable Order Forms, and our Privacy Policy. If you do not agree, please discontinue using the Services immediately.
1. Key Definitions
- Skyflo IP: Encompasses all components of our Services, including software, code, algorithms, interfaces, documentation, designs, techniques, and all related intellectual property rights. For clarity, Skyflo IP does not include Customer Data (as defined below).
- Customer Data: Refers to the data, prompts, inputs, files, and other content you (or your authorized users) submit through the Services—plus any output, logs, or results generated by the Services that are tied to your data. Customer Data does not include Skyflo IP or any aggregated or anonymized usage data that does not specifically identify you.
- Order Form: A written or electronic document specifying the subscription plan, fees, and any additional terms applicable to your use of the Services. It is incorporated into these Terms by reference.
- Authorized Users: Individuals (employees, contractors, or agents) explicitly granted access to the Services under your account.
2. Access and Use
2.1 License Grant. Subject to these Terms and your timely payment of any applicable fees, Skyflo grants you a limited, non-exclusive, non-transferable, and revocable right to access and utilize the Services for your internal business operations during the Subscription Term specified in the Order Form.
2.2 Responsibilities. You are responsible for all activity that occurs under your account, including any actions by Authorized Users. You must ensure that all Authorized Users comply with these Terms. You are also responsible for maintaining the confidentiality of access credentials (e.g., passwords, API tokens) and for promptly notifying us of any unauthorized use or suspected breach of your account.
2.3 Restrictions. In using the Services, you shall not: (i) reverse engineer, disassemble, decompile, or attempt to derive any source code from the Services; (ii) sublicense or distribute access to the Services; (iii) use the Services to build competing products, especially in the domain of large language models or automated cloud management solutions; or (iv) submit illegal content or violate applicable laws.
2.4 Modifications and Suspension. We reserve the right to update, enhance, or discontinue parts of the Services at our sole discretion. We may temporarily suspend your access if you are in breach of these Terms, if suspension is necessary to protect the security or integrity of the Services, or if required by law.
3. Customer Data
3.1 Ownership. You retain all rights, title, and interest in and to your Customer Data, subject to the licenses granted in these Terms.
3.2 License to Skyflo. By submitting your Customer Data, you grant Skyflo a worldwide, non-exclusive, royalty-free license to process, store, reproduce, modify, and otherwise use your Customer Data as necessary to deliver the Services. You represent and warrant that you have the authority to grant this license and that your Customer Data does not infringe upon any third-party rights or violate any laws.
3.3 Data Usage and Controls. You may have the option to configure settings around how your input and output data are used to improve or train Skyflo's underlying large language models. We will honor your preferences as documented in our interface or account settings. Notwithstanding your preferences, we reserve the right to collect and analyze anonymized usage data and metadata to improve our Services.
3.4 Security Measures. We implement commercially reasonable measures to protect your Customer Data from unauthorized access, alteration, or disclosure. However, no method of transmission or storage can guarantee absolute security.
4. Intellectual Property
4.1 Skyflo IP. Skyflo retains all rights, title, and interest in and to the Services, including any improvements, enhancements, or modifications to them. No rights are granted to you beyond what is expressly stated in these Terms.
4.2 Feedback. If you or any Authorized Users provide us with suggestions, ideas, or feedback regarding the Services ( “Feedback”), you grant Skyflo the right to use such Feedback without any obligation to you. Feedback is deemed Skyflo Confidential Information.
4.3 Marketing and Publicity. Unless you opt out in writing, you grant Skyflo the right to reference your name, brand, or logo in marketing materials, case studies, or other promotional content.
5. Confidentiality
5.1 Confidential Information. Each party may encounter the other party's confidential or proprietary information in connection with the Services. Such information, if not publicly known, is “Confidential Information” and shall be used solely to fulfill obligations under these Terms.
5.2 Obligations. Both parties agree to use at least the same degree of care to protect the other's Confidential Information as they use to protect their own information of a similar nature. Neither party may disclose Confidential Information to any third party without the other party's written consent, except as required by law or legal process.
6. Fees and Payment
6.1 Fees. You agree to pay all fees in accordance with the Order Form or any other written agreement describing pricing and payment terms. All fees are exclusive of taxes, and you are responsible for any applicable taxes or duties.
6.2 Billing and Payment. Payments must be made within the time frame indicated in your Order Form. We may suspend or terminate your access to the Services if you fail to pay outstanding amounts by the due date.
6.3 Disputes. Any disputes regarding invoiced amounts must be raised in writing within ten (10) business days of the invoice date. We will work with you in good faith to resolve disputed charges.
7. Warranties and Disclaimers
7.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND SKYFLO IP ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. SKYFLO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. SKYFLO MAKES NO WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
8. Indemnification
8.1 Skyflo's Indemnification. Skyflo will indemnify, defend, and hold you harmless from any third-party claims alleging that the Services infringe upon a valid U.S. patent, trademark, or copyright, provided that you (i) promptly notify Skyflo; (ii) cooperate with Skyflo in the defense; and (iii) allow Skyflo to control the defense or settlement of any claim. This indemnity does not apply to use of the Services in combination with other products not provided by Skyflo or to modifications of the Services made by you or on your behalf.
8.2 Your Indemnification. You will indemnify, defend, and hold Skyflo harmless from any third-party claims arising out of your use of the Services (including claims related to your Customer Data) or your breach of these Terms, provided that Skyflo gives you prompt notice and cooperates in the defense.
8.3 Exclusive Remedy. The indemnification obligations stated in this Section are the sole and exclusive remedies for any infringement claims related to the Services.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, BUSINESS INTERRUPTION, OR DOWNTIME, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, EITHER PARTY'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SKYFLO IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Term and Termination
10.1 Term. These Terms commence on the date you first agree to them or first access the Services and continue for the Subscription Term set forth in the Order Form, unless earlier terminated as stated here.
10.2 Termination. Either party may terminate the Services or any Order Form if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice. Additionally, Skyflo may terminate or suspend Services if you fail to pay amounts due or violate the permitted use restrictions.
10.3 Effect of Termination. Upon termination, your right to use the Services ceases, and all outstanding fees become immediately due. Any licenses granted to you under these Terms also terminate. Sections regarding confidentiality, indemnification, and limitation of liability survive termination.
11. Governing Law and Dispute Resolution
These Terms are governed by the internal laws of the State of New York, without regard to its conflicts-of-law principles. Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration in New York, New York, under the American Arbitration Association's Commercial Arbitration Rules. Each party is responsible for its own costs and attorneys' fees, and the arbitration award shall be final and binding.
12. General Provisions
12.1 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, terrorism, labor disputes, and internet or utility outages.
12.2 Assignment. You may not assign or transfer any rights or obligations under these Terms without Skyflo's prior written consent. Skyflo may assign its rights and obligations without consent in the event of a merger, acquisition, or sale of assets.
12.3 Entire Agreement. These Terms, along with any Order Forms and our Privacy Policy, constitute the entire agreement between you and Skyflo regarding the Services, superseding all prior discussions or agreements.
12.4 Changes to the Terms. We reserve the right to modify these Terms at any time. If a modification materially alters your rights, we will notify you. Continued use of the Services following notice of changes constitutes acceptance of the updated Terms.
12.5 No Waiver. Any delay or failure to enforce a right or provision in these Terms by either party does not constitute a waiver of that right or provision.
Thank you for choosing Skyflo.ai for your cloud management and AI automation needs. If you have any questions regarding these Terms, please contact us at contact@skyflo.ai.