Skippet Beta Solution Terms & Conditions
Date: 6 March 2023
You (“you” or “your”) are receiving these terms and conditions because you wish to participate in the user testing of the Beta-Solution (as defined below) developed by Skippet, a société à responsabilité limitée, governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 18 Beim Fussebur, L-5364 Schrassig and registered with the Luxembourg Registre de Commerce et des Sociétés under number B222512 (“Skippet” or “we”, “us” or “our”).
These terms and conditions constitute a legally binding agreement made between you and Skippet. You agree that by accessing the Beta-Solution, and by selecting the “accept button”, you have read, understood, and agree to be bound by all of these terms and conditions. If you do not agree with all of these terms and conditions, then you should click on the “decline button’ in which case you will be expressly prohibited from using the Beta-Solution and you must discontinue the use immediately.
These terms and conditions may change from time to time. We will inform you of any changes by updating the terms and conditions on our Beta-Solution and your continued use of the Beta-Solution after an update shall mean that you consent to the then-current terms. These terms and conditions were last updated on 6 March 2023.
1.1 "AI” means artificial intelligence.
1.2 “Beta-Solution” means the beta version of the Skippet software solution which helps users to organize their data and processes.
1.3 “Intellectual Property” means all intellectual property of any description including patents, trademarks (whether registered or unregistered), copyrights (whether registered or unregistered), models, designs, design rights, rights in computer programs, rights in databases, source code, user interfaces, algorithms, semiconductor topography rights, proprietary rights in Know-how, including trade secrets and other confidential information, and any other form of legally protectable intellectual or industrial property rights anywhere in the world, including where such rights are obtained or enhanced by registration, any registrations of such rights and applications and rights to apply for such registrations, together with all rights of actions in relation to the infringement of any of the above. Intellectual Property shall include any and all primary, secondary and derivative rights relating to the Beta-Solution.
1.4 “Know-how” means any unpatented technical information (including, without limitation, processes, methods, software algorithms, information or knowledge relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, the results of experiments, tests and trials, manufacturing processes, techniques and specifications, control data, scientific analyses, reports and submissions) that is not in the public domain.
1.5 “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is a person who can be identified by data such as his or her name, an identification number, location data, an online identifier or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.
1.6 “Reported Data” means any and all data (including Personal Data, metadata and system generated data), content and information, including any and all output, reports, data and analyses, owned, held, used or created by or on behalf of you, that is stored using, or inputted into, the Beta-Solution. For the avoidance of doubt, Reported Date includes any data provided by you to be processed by the AI component of the Beta-Solution and data output generated and returned by the AI component of the Beta-Solution based on the data provided by you.
2. BETA DISCLAIMER
2.1 The Beta-Solution hereunder is still in testing phase and is provided on an “as is” and “as available” basis. The Beta-Solution is believed to contain defects.
2.2 A primary purpose of the provision of this Beta-Solution is beta testing to obtain feedback on software performance and to identify defects. Tester is advised to use caution and not to rely in any way on the correct functioning or performance of the Beta-Solution and/or accompanying documentation. In particular, you should not rely on the Beta-Solution for storing information and we cannot guarantee that any Personal Data will be processed in accordance with applicable laws.
3. USE OF BETA-SOLUTION
3.1 You must use the Beta-Solution in accordance with these terms and conditions and in accordance with local applicable laws.
3.2 You may not resell or make the Beta-Solution available to any third party or otherwise commercially exploit the Beta-Solution.
3.3 Except to the extent permitted by law, or explicitly permitted by us in writing you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Beta-Solution and/or any other aspect of Skippet technology.
3.4 When using the Beta-Solution, you must:
a. not impersonate another person or misrepresent authorization to act on behalf of others or Skippet;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the Beta-Solution;
d. not use or misuse the Beta-Solution in any way which may impair the functionality of the Beta-Solution or impair the ability of any other user to use the Beta-Solution;
e. not attempt to view, access or copy any material or data other than that which you are authorized to access and to the extent necessary for you to use the Beta-Solution in accordance with these terms and conditions;
f. not use the Beta-Solution in any manner, nor process, transmit, input or store any data or Reported Data that (i) breaches any third party right (including Intellectual Property Rights and privacy rights), or (ii) is unlawful, incorrect or misleading, or (iii) violates usage guidelines or parameters;
g. not violate any applicable laws, in particular you are solely responsible to ensure that you have the necessary rights to transmit any Reported Data to Skippet and to have Skippet process such Reported Data and that doing so does not violate any applicable privacy and data protection laws;
h. not use the Beta-Solution in any manner, nor process, transmit, input or store any data that should be kept highly confidential or should be erased;
i. not input Personal Data into the AI component of the Beta-Solution;
j. not use the Beta-Solution to develop foundation models, other large scale models or products that compete with Skippet; and
k. not use the Beta-Solution to mislead any person that any was solely human generated.
4. AI DISCLAIMER
4.1 You acknowledge that the Beta-Solution contains an AI component and that due to the nature of machine learning and the technology powering Skippet, output generated may not be unique and the Beta-Solution may generate the same or similar output to a third party. Other users may query the AI component of the Beta-Solution with similar questions or using similar Input to you and receive the same or similar responses. Responses that are requested by and generated for other users are not considered your Reported Data.
4.2 AI and machine learning models can improve over time to better address specific use cases. From time to time, we may process and use your Reported Data which is not Personal Data to train our models to further develop, enhance or improve the Beta-Solution.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge and agree that Skippet (or its third-party licensors) retain all right, title and interest (including all Intellectual Property Rights) in and to the Beta-Solution.
5.2 If you provide Skippet with ideas, comments or suggestions relating to the Beta-Solution (the “Feedback”), all Intellectual Property Rights in that Feedback and anything created as a result of the Feedback are owned solely by Skippet and Skippet may use or disclose the Feedback for any purpose.
6. USE OF YOUR NAME AND LOGO
6.1 You acknowledge and accept that, Skippet has the right to use Your name and logo to identify You as a customer of the Beta-Solution on Skippet’s website, marketing materials or otherwise by public announcements. You may revoke such right, at any time, by contacting email@example.com.
7.1 You acknowledge that:
a. The Beta-Solution is provided “as is” and “as available” without warranties or conditions of any kind, whether express or implied, including, without limitation, warranties of merchantability, suitability, usability or fitness for any particular purpose, performance, durability, availability, timeliness, accuracy or completeness, title or non-infringement of third-party rights, all of which are hereby disclaimed by Skippet to the maximum extent permitted by law.
b. Without limitation to the foregoing, Skippet expressly does not warrant that the Beta-Solution will meet Tester’s requirements or that the operation of the Beta-Solution will be uninterrupted or error-free.
7.2 Skippet makes no representation concerning the quality of the Beta-Solution and does not promise that the Beta-Solution will meet your or your organization’s requirements or be suitable for a particular purpose, including that the use of the Beta-Solution will fulfil or meet any statutory role or responsibility of the organization.
7.3 No warranties beyond what is included in this Section 7, express or implied, are included as part of the Beta-Solution.
8.1 To the maximum extent permitted by applicable law, in no event will Skippet be liable to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products or services arising out of or in connection with the Beta-Solution, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Skippet has been advised of the possibility of such damages.
8.2 You agree to defend, indemnify, and hold Skippet harmless (including its subsidiaries, affiliates, and all of its respective officers, agents, partners, and employees), from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
a. your use of the Beta-Solution;
b. breach of these terms and conditions;
c. your violation of the rights of a third party, including but not limited to Intellectual Property Rights.
8.3 Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
9. FORCE MAJEURE
9.1 Skippet shall not be liable for delay or failure to provide the Beta-Solution, insofar this is prevented by a force majeure event.
9.2 A force majeure event includes, without limitation, a flood, storm and other acts of god or nature, actual or potential pandemic, epidemic or other possible spreading of, or exposure to, a disease, actual or threatened health emergency or quarantine restriction, actual or threatened acts of war or armed conflict, riot, civil commotion or act(s) of terrorism or insurrection, compliance with any law, rule, regulation, direction or other governmental order, delays or cancellations of airlines, mass transit or other common carrier, malicious damage by an unrelated third party (and provided that in the case of a data breach, that the party claiming relief hereunder was in compliance with the applicable laws and these terms and conditions at the time), strikes, lock-outs or other industrial disputes (except involving the workforce of the party claiming relief hereunder), failure of a utility service (including shortages or disruption of electrical power supply) or transport or telecommunications network (other than due to a failure of the party claiming relief hereunder), or an accident, breakdown of plant or machinery (other than due to the acts or omissions of the party claiming relief hereunder).
10. TERMINATION AND SUSPENSION
10.1 You acknowledge that you shall immediately cease to have access to the Beta-Solution at the discretion of Skippet. Skippet will seek to give you 5 days of notice but may suspend access immediately if necessary or desirable for product development purposes.
10.2 Skippet may restrict or suspend your access to the Beta-Solution and/or delete, edit or remove the relevant Reported Data, if Skippet considers that you have:
a. undermined, or attempted to undermine, the security or integrity of the Beta-Solution;
b. used, or attempted to use, the Beta-Solution for improper purposes; or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Beta-Solution;
c. transmitted, inputted or stored any data that breaches or may breach these terms and conditions or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be unlawful, incorrect or misleading;
d. used the Beta-Solution to develop foundation models, other large scale models or products that compete with Skippet; or
e. otherwise materially breached these terms and conditions.
10.3 Skippet will notify you where it restricts or suspends your access, deletes, edits or removes your Reported Data under clause 10.2.
If any of the provisions of these terms and conditions is held invalid or unenforceable, and unless the invalidity or unenforceability thereof does substantial violence to the underlying intent and sense of the remainder of these terms and conditions, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provisions of these terms and conditions, except the invalidated or unenforceable provision. In the event any provision is held invalid or unenforceable, the parties shall attempt to agree on a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in the light of the content of these terms and conditions and, on so agreeing, shall incorporate such substitute provision in these terms and conditions.
12. JURISDICTION AND APPLICABLE LAW
You agree that these terms and conditions are managed, interpreted and executed in accordance with the laws of the Grand Duchy of Luxembourg without regard to conflicts of laws of the US or any US state and any dispute will be subject to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. You agree that the courts of the Grand Duchy of Luxembourg have personal jurisdiction over you (including the parent and the student) for any disputes arising hereunder and hereby waive any claims or assertions to the lack of personal jurisdiction or forum non conveniens in the courts of the Grand Duchy of Luxembourg.