These Terms of Service (“Agreement”) describe the terms and conditions upon which Skyu, Inc. (“Skyu,” “we,” “us,” or “our”) provides the person or entity accepting this Agreement ("user," "you," or "your") with access and use of the products and services we make available through the www.getskyu.com website, mobile application, and Brand Portal (defined below) (collectively, the “Platform”). This Agreement applies to brands who submit Task Requests through the Platform (“Brands”), as well as the workers who accept and complete those Tasks (“Merchandisers”).
THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
You may only request or perform Tasks and access the services and features available through the Platform or Skyu brand portal ("Brand Portal") if you create a Brand Account or Merchandiser Account (defined below), as applicable, with us and agree to abide by the terms and conditions of this Agreement for each use of the Platform.
This Agreement governs your legal relationship with us and the rights you grant us when you use the Platform.
Please read this Agreement carefully before accessing and using the Platform.
1. Acceptance
Your access to and use of the Platform is conditional on your acceptance of this Agreement. By clicking to accept, you agree on your own behalf and on behalf of any organization, entity, or person on whose behalf you may act to accept and abide by this Agreement for each and every use of the Platform. By agreeing to this Agreement, you also agree to the terms of our Privacy Policy.
2. Updates to this Agreement
We reserve the right to modify this Agreement anytime by posting an updated version on the Platform. If we make changes to this Agreement, we may, at our sole discretion, email active users to notify them of changes. You are responsible for regularly reviewing this Agreement, and your continued use of the Platform after the effective date of a change constitutes your acceptance of the updated Agreement. If any modification is unacceptable, you shall cease using the Platform. If you have any questions about this Agreement, contact us at contact@getskyu.com.
3. Eligibility
You may only use the Platform if you comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be at least 18 to create an account on the Platform. If you are under 18 years of age, you are not permitted to use the Platform. The Platform may not be available to users who have been removed from the Platform by us.
4. Our Platform
The Platform is an online marketplace that connects Brands with independent Merchandisers for the performance of discrete tasks in physical retail environments and related activities (“Tasks”).
Brands may submit requests for Tasks (“Task Requests”) through the Brand Portal by selecting the applicable Task type and describing specific activities they would like performed, such as merchandising, pricing checks, promotional placement, restocking, in-store visits, information collection, display setup, or other similar services. Merchandisers may review available Task Requests and choose, in their sole discretion, whether to accept and perform a Task. Once a Merchandiser accepts a Task Request, the Brand and Merchandiser are solely responsible for coordinating and completing the Task according to the agreed-upon scope, timing, and any other terms provided in the Task Request.
The Platform provides tools and features to facilitate these connections, including the ability to post Task Requests, browse and accept Tasks, communicate, and track Task completion. However, the Platform does not supervise, direct, or control the manner or means by which any Task is performed.
The Platform does not employ Merchandisers and does not act as an agent for either Brands or Merchandisers. Each Merchandiser acts as an independent contractor, and each Brand is solely responsible for defining the requirements of its Task Requests and evaluating the performance of any Merchandiser. The Platform may offer additional features, such as messaging, ratings, or other support tools, but these features are provided for convenience only and do not change the independent nature of the relationship between Brands and Merchandisers.
5. Platform Disclaimers
By using the Platform, you understand and agree as follows:
• No Control Over Tasks. Skyu does not control, direct, or supervise any Task, including how, when, or where a Task is performed. All Tasks are performed independently by Merchandisers based on the terms agreed with the applicable Brand.
• No Employment Relationship. Skyu does not employ any Merchandiser. Nothing in this Agreement creates any employment, partnership, joint venture, or agency relationship between the Platform and any Merchandiser or Brand.
• No Guarantee of Task Availability or Completion. Skyu does not guarantee that any Task will be available, accepted, or completed. The availability of Tasks depends entirely on Brand demand and Merchandiser participation. Skyu does not guarantee any specific results or outcomes from any Task.
• No Guarantee of Quality or Results. Skyu does not guarantee the quality, legality, safety, or effectiveness of any Task or the accuracy or completeness of any work performed by a Merchandiser.
• User Responsibility for Task Terms. Brands are responsible for clearly defining the scope and requirements of each Task Request. Merchandisers are solely responsible for determining whether to accept a Task and for performing it in accordance with the agreed terms.
• Third-Party Locations and Conditions. Tasks may occur at third-party locations (such as retail Stores). Skyu is not responsible for the policies, conditions, or actions of any third party, including store owners, employees, or customers.
• Information Collection and Use. If a Task involves collecting information (including information about stores, employees, or customers), Brands and Merchandisers are responsible for ensuring that such collection and use complies with all applicable laws and third-party policies.
• No Endorsement. Skyu does not endorse any Brand, Merchandiser, or Task. Any ratings, reviews, or Feedback provided through the Platform are opinions of users and are not verified by the Platform.
• Platform as Intermediary Only. Skyu’s role is limited to providing tools that facilitate connections between Brands and Merchandisers. The Platform is not a party to any Task or agreement between a Brand and a Merchandiser.
• In-Store Interactions. Skyu is not responsible for any access to or interactions with third-party locations, including any denial of access, removal, or claims arising from a Merchandiser’s presence at a Store.
6. Access to the Platform
Subject to this Agreement, you are granted a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform for its intended purpose. Your use of the Platform must comply with this Agreement and all applicable laws. You may use the Platform only for your own internal business purposes and not for any resale, redistribution, or other commercial exploitation of the Platform itself. The Platform, including any mobile application, may not be available on all devices, carriers, or service providers. We do not guarantee compatibility or uninterrupted access. Skyu and its licensors reserve all rights not expressly granted in this Agreement.
7. Mobile Application License
If you are accessing the Platform via a mobile application (“Application”), Skyu grants you a revocable, non-exclusive, non-transferable, limited right to install and use the Application strictly in accordance with this Agreement.
You acknowledge that this Agreement is between you and Skyu only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Skyu, not an App Distributor, is solely responsible for the Application and its content.
The license granted to you for the Application is limited to a non-transferable license to use the Application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service.
Skyu is responsible for providing any maintenance and support services for the Application, as specified in this Agreement or required under applicable law. You acknowledge that each App Distributor has no obligation to furnish any maintenance and support services with respect to the Application.
Skyu is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, according to their terms and policies, may refund the purchase price, if any, paid for the Application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Skyu’s sole responsibility.
You acknowledge that Skyu, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Application or your possession and/or use of the Application, including, without limitation: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
You acknowledge that, in the event of any third-party claim that the Application or your possession and use of the Application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement, or discharge of any such intellectual property infringement claim.
You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
You and we acknowledge and agree that the App Distributors, and their subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your first access and use of the Application, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.
8. Brand Account Creation and Authority
To access certain features of the Platform, you must create a business account (“Brand Account”), which provides access to the Brand Portal and related functionality that Skyu may establish and maintain from time to time.
In creating a Brand Account, you will be required to provide certain information about your business, which may include your business name, contact information, website URL, online store links, logos, product names and images, and any other information you choose to provide (“Brand Account Information”). You acknowledge and agree that certain Brand Account Information may be displayed to other users of the Platform and will be treated as non-confidential.
You agree not to impersonate any person or entity or use any business name or identity that you are not authorized to use. You are responsible for all content uploaded or posted through your Brand Account and are advised not to include any information that you do not wish to be made public.
By creating a Brand Account, you represent and warrant that: (a) you have the legal authority to create the Brand Account on behalf of the applicable business and to bind such business to this Agreement, including all Task Requests and associated payment obligations; (b) all Brand Account Information is accurate, complete, and kept up to date; (c) you have all necessary rights, licenses, and permissions to use the business name and any other information or content provided in connection with the Brand Account; and (d) your use of the Platform, including all Task Requests, will comply with this Agreement and all applicable laws and third-party requirements.
Skyu may require verification of a Brand Account before enabling full access to certain features of the Platform, including the ability to submit Task Requests. A Brand Account will not be considered “Active” until any required verification steps, including providing valid payment information and any requested account details, have been completed. Until a Brand Account is designated as Active, the Brand may have limited access to the Platform, including the ability to view or configure Task Requests, but may not submit Task Requests or engage Merchandisers.
Skyu reserves the right, in its discretion, to approve, deny, suspend, or revoke a Brand Account or its Active status at any time, including based on incomplete or inaccurate information, payment issues, or failure to comply with this Agreement.
9. Brand Responsibilities
In using the Platform, you are responsible for the content, scope, and requirements of all Task Requests submitted through the Platform. This includes ensuring that all Task Requests are lawful, accurate, and capable of being performed in compliance with applicable laws and generally applicable Store policies, and that any requested Task Materials may be lawfully collected, used, and shared.
You agree to provide complete and accurate information necessary for Merchandisers to perform Tasks, including Store details, instructions, specifications, and any required Task Materials. You are responsible for reviewing submitted Task Materials and making acceptance or rejection determinations in accordance with this Agreement.
You must not request or require any Merchandiser to: (a) violate any applicable law or regulation; (b) violate any Store policies or third-party rights; or (c) collect, use, or provide information in a manner that infringes privacy, publicity, or other rights.
You are solely responsible for your use of any Task Materials and for ensuring that such use complies with applicable laws and third-party rights.
10. Merchandiser Eligibility and Accounts
To participate as a Merchandiser on the Platform, you must download the Skyu mobile application and create an account through the Platform (“Merchandiser Account”) and complete the registration process required by Skyu. As part of this process, you will be required to create a profile that may be made available to Brands through the Platform.
In creating your Merchandiser Account, you agree to provide accurate, complete, and up-to-date information in connection with your Merchandiser Account, which may include your name, address, city, state, phone number, profile picture, a valid government-issued identification (such as a driver’s license), and a description of your relevant merchandising or related experience (“Merchandiser Account Information”).
Your Merchandiser Account will not be considered active until your profile has been reviewed and verified by Skyu. Until your Merchandiser Account is designated as “Active” on the Platform, you may be permitted to browse or view available Task Requests, but you may not accept or perform any Tasks, and you will not be entitled to receive Task Payouts.
Skyu reserves the right, in its discretion, to approve, deny, suspend, or revoke a Merchandiser Account at any time, including based on verification results, incomplete or inaccurate information, or failure to comply with this Agreement. Verification by Skyu is limited in scope and does not constitute a guarantee, certification, or endorsement of your qualifications, reliability, or compliance with applicable laws.
11. Merchandiser Responsibilities
By creating a Merchandiser Account, you acknowledge and agree that: (a) your Merchandiser Account Information is accurate, complete, and kept up to date; (b) you have the legal right and authority to create an account and perform Tasks through the Platform; (c) you will comply with this Agreement and all applicable laws and regulations; (d) you will not represent yourself as an employee, agent, or representative of Skyu or otherwise hold yourself out as having authority to bind Skyu; and (e) you will use the Platform only for lawful purposes and in accordance with this Agreement.
You are responsible for determining whether to accept a Task and for completing any accepted Task in accordance with the applicable Task Request. In performing Tasks, you agree to: (i) comply with all applicable laws and all applicable Store policies; (ii) ensure that all Task Materials are accurate, complete, and comply with Task Request requirements; (iii) use your own judgment in determining how to perform Tasks; and (iv) maintain any licenses, permissions, or authorizations required to perform Tasks.
You must not misrepresent the completion of any Task, submit false, misleading, or fabricated Task Materials, or engage in any conduct that violates applicable laws or third-party rights in connection with the Platform or any Task.
You are solely responsible for your actions and omissions in connection with the Platform and the performance of any Task, including obtaining and maintaining any insurance coverage you determine is appropriate. Skyu does not provide any insurance coverage for Merchandisers, including workers’ compensation, general liability, automobile liability, or any other insurance, and is not responsible for any injuries, damages, losses, or liabilities arising out of or related to your performance of any Task.
12. Brand Portal
The Brand Portal is a component of the Platform that allows Brands to submit Task Requests, monitor the status of Tasks, manage communications, and submit payments. Access to and use of the Brand Portal is subject to your compliance with this Agreement. If you do not meet the requirements of this Agreement, you may not access or use the Brand Portal. All rights in and to the Brand Portal, including Skyu’s and its licensors’ intellectual property rights, are reserved. The rights granted to you are limited to those expressly stated in this Agreement. Any software, tools, or services that are not owned by Skyu, including, without limitation, Third-Party Services, are subject to separate terms provided by their respective owners.
We may modify, update, or discontinue any part of the Brand Portal at any time, including features or functionality, as we determine necessary or useful to improve the Platform or to comply with applicable law. The Brand Portal may not be available at all times and may experience interruptions, delays, or errors. The Brand Portal is provided on an "as is" and "as available" basis. You acknowledge that features and functionality may change over time, and you agree not to rely on the continued availability of any current features or the release of any future features.
13. Account Credentials
When you create an account on the Platform, you will establish one or more methods of authentication to access your account (collectively, “Credentials”). These may include login credentials, authentication links, or access through supported third-party authentication providers (such as Google or Facebook), subject to their applicable terms.
Your account is personal to you and may not be transferred, sold, or shared with any third party. You are solely responsible for maintaining the confidentiality and security of your Credentials and for all activities that occur under your account.
You agree to promptly notify Skyu of any unauthorized use of your account, Credentials, or any other security breach and to take reasonable steps to prevent or stop any unauthorized access or use. Skyu is not responsible for any loss or damage arising from your failure to safeguard your Credentials or comply with this section.
14. Tasks
The Platform enables Brands to create and submit Task Requests for Merchandisers to perform in-Store or related Tasks. Tasks may vary in scope and complexity depending on the Brand's needs and the applicable Task Request.
Tasks available through the Platform generally fall into the following categories: (a) “Audit Tasks,” which typically involve collecting information or capturing images (such as taking photographs of products, pricing, inventory levels, or store conditions); (b) “Merchandising Tasks,” which may include restocking products, organizing shelves, verifying product placement, or confirming SKU availability; and (c) “Display Tasks,” which may involve placing or installing promotional materials, including coupons, tags, stickers, signage, or other point-of-sale materials, or setting up in-store displays.
Tasks may also include collecting Store-level insights, such as pricing checks, inventory counts, confirmation of product placement, competitive intelligence, or other real-time observations, as specified in the applicable Task Request. The specific requirements, scope, timing, and deliverables for any Task will be defined exclusively in the applicable Task Request. The categorization of a Task does not limit or modify the requirements set forth in the Task Request.
15. Task Requests
Brands may create and submit service requests through their Brand Portal (“Task Requests”). Each Task Request must include sufficient detail for a Merchandiser to understand and perform the requested Task. At a minimum, each Task Request must:
• Identify the specific retail location (“Store”) where the Task will be performed, including the Store’s address
• Be limited to one Task per Store, unless otherwise provided in the Task Request on the Brand Portal
• Provide a clear and complete description of the Task, including the specific areas within the Store where the Task applies (for example, product placement locations or display areas)
• Include any specifications necessary to complete the Task (such as photo requirements, angles, resolution, or required formats)
• Provide contact information for a Brand representative available to answer questions about the Task
• Identify any Task Materials (defined below), including, without limitation, photographs, notes, reports, or specific information about Store personnel
• Specify the required timeline or deadline for completion
Brands are responsible for the content and scope of each Task Request, ensuring that Task Requests comply with all applicable laws and third-party policies (including Store policies), and for ensuring that any requested Task Materials may be lawfully collected and shared. Skyu does not review or approve Task Requests and makes no representations regarding the legality, accuracy, or appropriateness of any Task.
The Platform may provide multiple ways for Brands to create Task Requests, including: (a) pre-built templates made available by Skyu; (b) custom Task Requests created by the Brand; (c) recurring Task Requests scheduled at defined intervals; and (d) bulk uploads using supported file formats. All Task Requests, regardless of how they are created, are subject to this Agreement. Brands are responsible for the content, accuracy, completeness, and legality of all Task Requests, including any Task Requests created using pre-built templates provided by Skyu. Any templates or tools made available by Skyu are provided for convenience only, and Skyu does not review, verify, or endorse any Task Request. The use of templates does not modify or limit the Brand’s responsibility for ensuring that each Task Request complies with this Agreement, applicable laws, and any relevant Store policies.
16. Acceptance of Task Requests
Merchandisers may review available Task Requests and, in their discretion, choose whether to accept any Task. A Task Request is considered accepted when a Merchandiser affirmatively elects, through the Platform, to perform the Task. By accepting a Task Request, the Merchandiser agrees to complete the Task in accordance with the requirements specified in the Task Request, including any timelines, specifications, and Task Materials requirements, and represents that they have the ability, availability, and qualifications necessary to complete the Task. Deadlines and timing requirements are a material part of each Task Request, and missed deadlines may result in the forfeiture of any associated Task Payouts (defined below).
The Merchandiser is responsible for reviewing each Task Request prior to acceptance and for determining whether it can be completed on time and in compliance with applicable laws and Store requirements. Merchandisers are responsible for determining how to perform the Task, subject to the requirements of the Task Request and applicable laws. Brands and Merchandisers are responsible for communicating and coordinating with each other on Tasks, including resolving any questions regarding scope, timing, or requirements. Skyu may, but is not required to, make its personnel available to support Task completion and to communicate between Merchandisers and Brands.
Skyu provides a technology platform that facilitates Task Requests between Brands and Merchandisers and does not control, direct, or supervise the performance of any Task. Skyu is not responsible for the performance, quality, legality, or outcome of any Task and does not guarantee that any Task Request will be accepted or completed.
17. Cancellation of Task Requests
A Brand may cancel a Task Request at any time before it is accepted by a Merchandiser through the Brand Portal. Once a Task Request has been accepted by a Merchandiser, the Brand may not cancel the Task except as expressly permitted under this Agreement or through mutual agreement with the applicable Merchandiser.
A Merchandiser may cancel an accepted Task Request within 12 hours after accepting the Task Request, or at least 24 hours before the applicable Task deadline, whichever occurs sooner. After this period, the Merchandiser may not reschedule or cancel the Task Request without the Brand’s approval. Repeated cancellations or failure to complete accepted Tasks may result in limitations on the Merchandiser’s access to the Platform.
Skyu reserves the right to remove any Task Request, limit access to the Platform, or take other action as we determine necessary to enforce this Agreement or protect the Platform. Additionally, Skyu reserves the right to cancel, unassign, or reassign Tasks at any time in its discretion.
18. Task Materials
“Task Materials” means any content, data, information, or deliverables required or generated in connection with a Task, including, without limitation, photographs, videos, notes, reports, or other submissions. Brands are responsible for specifying all required Task Materials in the applicable Task Request, and Merchandisers are responsible for providing Task Materials in accordance with those requirements.
Merchandisers must submit all Task Materials through the Platform using the Skyu mobile application, and such submission constitutes delivery of the Task Materials. Upon submission, Task Materials will be made available to the applicable Brand through the Brand Portal for review. A Task requiring submission of Task Materials will not be considered “complete” unless and until the applicable Task Materials are provided by the Merchandiser through the Platform.
Upon submission of any Task Materials, the Merchandiser assigns to Skyu all right, title, and interest in and to the Task Materials. To the extent any such rights cannot be assigned, the Merchandiser grants Skyu a non-exclusive, transferable, sublicensable, worldwide, perpetual, and irrevocable license to use, reproduce, modify, display, and distribute the Task Materials in connection with the Platform and Skyu’s business, including, without limitation, the right to provide such Task Materials to the requesting Brand.
Subject to payment of the applicable Task Fee and acceptance of the Task Materials in accordance with this Agreement, Skyu grants the Brand a non-exclusive, non-transferable, non-sublicensable license to use the Task Materials for its internal business purposes. Until such time, the Brand has no right to use the Task Materials other than to review such Tasks Materials for the purpose of accepting or rejecting the Task in accordance with this Agreement.
19. Task Review and Acceptance
Brands will have 3 days from the time a Task is marked as completed by the Merchandiser and all applicable Task Materials are properly submitted to review and either accept or reject the Task through the Brand Portal. If the Brand does not reject the Task within this 3-day period, the Task will be deemed accepted.
A Brand may reject a Task only if the Brand can demonstrate that the Task materially failed to comply with the Task Request, including:
• The Task was not completed by the required deadline
• The Task was performed at the wrong Store or incorrect location
• Required products, displays, or conditions are not visible or adequately captured
• The Task Materials do not meet the stated description or specifications (including, without limitation, required formats, angles, or resolution)
The Brand bears the burden of demonstrating that the Task did not materially comply. If Task Materials are properly rejected according to this Agreement, Task Fees will not be collected and the Brand will not receive any license or rights to use the rejected Task Materials, and the Brand must not use, copy, or retain any rejected Task Materials for any purpose.
A Task may not be rejected based solely on the Merchandiser’s inability to complete the Task due to circumstances outside of the Merchandiser’s control, including, without limitation, Store policies, denial of access, interference by Store personnel, or other on-site restrictions; provided, however, that the Merchandiser visited the applicable Store, and provides reasonable documentation describing the circumstances preventing completion. In such cases, Skyu may, in its discretion, determine whether the Task is completed, partially completed, or non-compliant.
20. Reperformance of Rejected Tasks
If a Brand rejects a Task, the Merchandiser will have an opportunity to correct the identified deficiencies, reperform the Task, and/or update the Task Materials. The Merchandiser must complete any required corrections and resubmit the Task Materials, if applicable, within 48 hours after receiving notice of the rejection. Any resubmission is limited to addressing the specific deficiencies identified by the Brand in its rejection. The Brand must clearly describe the reasons for rejection so the Merchandiser can reasonably address the issues.
The Merchandiser is responsible for determining how to address any deficiencies, including whether an additional visit to the Store is required, subject to the requirements of the Task Request and applicable conditions at the Store. If the Merchandiser does not resubmit within the required time period, or if the Task remains non-compliant after resubmission, the Task may be deemed non-compliant and no further reperformance is required.
Upon resubmission, the Brand will have 3 days to review the Task and any updated Task Materials. The Brand may reject the resubmitted Task only if the identified deficiencies have not been addressed or if the Task otherwise materially fails to comply with the Task Request. If the Brand does not reject the resubmitted Task within this 3-day period, the re-submitted Task will be deemed accepted.
21. Disputes
Disputes between Brands and Merchandisers relating to any Task, including the scope, performance, completion, or acceptance of Task Materials, are the responsibility of the applicable Brand and Merchandiser. Brands and Merchandisers are expected to communicate directly to resolve any such disputes.
If a dispute arises between a Brand and a Merchandiser regarding whether a completed Task satisfies the Task Request or whether Task Materials comply with this Agreement, Skyu may, in its discretion, review the Task and any associated Task Materials and make a final determination for purposes of the Platform. Skyu’s determination will be binding solely with respect to the administration of the Platform, including Task status, Task Payouts, and access to and use of the Platform.
Skyu is not obligated to review or resolve any dispute and may decline to do so at any time. Skyu’s involvement in resolving disputes does not constitute supervision, direction, or control of any Task or acceptance of any Task Materials. Except as expressly provided in this Agreement, Skyu is not responsible for any disputes, claims, or disagreements between Brands and Merchandisers.
22. Task Fees
Brands are responsible for setting the fee for each Task (“Task Fee”) at the time the Task Request is submitted through the Brand Portal. By submitting a Task Request, the Brand agrees to pay the Task Fee they have selected for each Task. Task Fees are determined on a per-Task basis and may vary based on factors presented in the Task Request, including, without limitation, Task complexity, location, timing, volume, or other criteria.
Skyu may provide suggested Task Fees or pricing guidance based on historical data, market conditions, locations, Task type, or other factors, but such suggestions are provided for informational purposes only, and the Brand retains sole discretion in determining the Task Fee.
Task Fees are earned upon acceptance of the applicable Task by the Brand according to this Agreement. Except as expressly provided in this Agreement, all Task Fees are non-cancellable and non-refundable once paid.
BY SUBMITTING A TASK REQUEST AND MAINTAINING A PAYMENT METHOD ON FILE WITH THE PAYMENT PROCESSOR, THE BRAND AUTHORIZES SKYU (AND ITS PAYMENT PROCESSOR) TO CHARGE THE APPLICABLE TASK FEES FOR EACH TASK AUTOMATICALLY UPON ACCEPTANCE OF THE APPLICABLE TASK.
23. Failure to Pay Task Fees
If any Task Fees charge is declined, reversed, or otherwise fails, Skyu (and its Payment Processor) may retry the charge using the payment method on file. Skyu may also attempt to charge any other valid payment method associated with the Brand’s account. The Brand remains responsible for all Task Fees incurred, regardless of any failed or delayed payment processing. If the Brand fails to pay any Task Fees when due, Skyu may, in its discretion:
• Suspend or limit the Brand’s ability to submit new Task Requests;
• Suspend access to the Platform or the Brand Portal;
• Withhold access to Task Materials; and/or
• Take any other action permitted under this Agreement.
Skyu may maintain such suspension until all outstanding amounts are paid in full.
If any amount is not paid when due, and provided the Brand does not have a reasonable dispute regarding the fee, Skyu may, to the maximum extent permitted by applicable law, charge interest on the outstanding balance at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), from the date due until paid.
If the Brand initiates a chargeback, dispute, or payment reversal for any Task Fees or other amounts owed under this Agreement, the Brand remains responsible for the full amount of such fees, together with any associated fees, penalties, or costs incurred by Skyu as a result of such chargeback or reversal. Skyu may recover such amounts by recharging the original payment method or any other valid payment method on file and may suspend or terminate the Brand’s access to the Platform until all outstanding amounts are paid in full.
The Brand agrees to reimburse Skyu for all reasonable costs incurred in collecting any unpaid amounts, including, without limitation, attorneys’ fees, court costs, and collection agency fees. Skyu may apply any payments received from the Brand to outstanding balances in any order determined by Skyu.
24. Payment Processing
All payments made through the Platform, including Task Fees and Task Payouts (defined below), are processed through a third-party payment processor (such as Stripe) (“Payment Processor”). Skyu does not access or store full financial account information, such as complete credit card or bank account numbers.
By using the Platform, you agree to the terms and policies of the applicable Payment Processor. Skyu is not responsible for the performance, errors, availability, or security of any Payment Processor and is not responsible for resolving disputes or issues between you and any Payment Processor. Skyu may share necessary information with the Payment Processor to facilitate payments and may change Payment Processors at any time.
25. Platform Fees
Skyu may charge fees for access to or use of the Platform, including fees associated with creating, managing, or fulfilling Task Requests (collectively, “Platform Fees”). Unless otherwise specified on the Platform or in a separate written agreement, Platform Fees will be equal to 20% of the applicable Task Fee. Skyu may modify such Platform Fees, pricing structures, discounts, or other pricing features at any time. Any such changes will be reflected on the Platform or in the Task Request and apply only to Task Requests submitted after they are made available. The Task Fee selected for any Task Request is fixed at the time of submission and will not be modified after submission, except as otherwise expressly agreed through the Platform.
Unless otherwise specified, all Platform Fees are non-cancellable and non-refundable once incurred. By accepting a Task, you agree to the deduction of Platform Fees in accordance with this Agreement and any terms presented through the Platform.
26. Task Payouts
Merchandisers are eligible to receive payment for completed Tasks (“Task Payouts”) based on a per-Task amount specified on the Platform in the Task Request or otherwise at the time the Task is accepted. Task Payouts represent the remainder of the Task Fee after deduction of any applicable Platform Fees, Payment Processor fees, or other deductions. Skyu will initiate Task Payouts following Task acceptance, subject to any applicable review, dispute, or reperformance periods.
To receive Task Payouts, the Merchandiser must connect a valid bank account to their Merchandiser Account through the Skyu mobile application and keep such information accurate and up to date. If a Merchandiser fails to maintain accurate or current payment information, Skyu may hold any unpaid Task Payouts until such information is updated. Skyu has no obligation to release such funds until the Merchandiser has provided valid payment details. If Task Payouts remain unclaimed or cannot be delivered due to incomplete or inaccurate bank account information for 180 days, Skyu may, in its discretion and to the extent permitted by applicable law, forfeit, return, or otherwise handle such funds.
Task Payouts are contingent upon Skyu’s receipt of the applicable Task Fees from the Brand, and Skyu may delay or withhold Task Payouts until such funds are received. Skyu does not guarantee that any amounts will be successfully collected or paid and is not responsible for any failure by any Brand to make any payments required under the Task Request. Although Skyu may, in its discretion, issue Task Payouts prior to receiving Task Fees, Skyu reserves the right to offset, recover, or otherwise adjust any such amounts from future Task Payouts to the extent the corresponding Task Fees are not received.
Skyu does not guarantee the availability of any number of Tasks or any minimum amount of Task Payouts through the Platform. Skyu is not responsible for any delays, failed payments, or other issues resulting from inaccurate account information, Payment Processor errors, or the Merchandiser’s failure to comply with applicable requirements.
27. Taxes
Unless otherwise stated, Task Fees and Task Payouts do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added, sales, use, withholding, or income taxes imposed by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”).
Brands are responsible for paying all Taxes associated with Task Fees. Skyu may, where required or permitted by applicable law, calculate, collect, and add applicable Taxes to Task Fees and charge such amounts to the Brand’s payment method.
Merchandisers are solely responsible for all Taxes associated with any Task Payouts they receive, including income, self-employment, and other applicable Taxes, and for reporting and remitting such Taxes to the appropriate taxing authorities. Skyu may, where required by applicable law, withhold or deduct any Taxes from Task Payouts and remit such amounts to the appropriate taxing authority.
Skyu is responsible for Taxes based on its own net income and will not be responsible for any Taxes owed by Brands or Merchandisers.
28. Skyu Responsibilities
Skyu may, in its discretion, provide enhancements, bug fixes, error corrections, updates, and upgrades to the Platform that are made generally available, without additional charge. The Platform is subject to ongoing development and may be modified through periodic releases. Skyu will use reasonable efforts to schedule updates to minimize disruption, but does not guarantee that the Platform will be available at all times or without interruption. All updates, upgrades, and modifications to the Platform are made at Skyu’s discretion. Skyu does not guarantee that any specific updates, features, or functionality will be made available unless separately agreed in writing.
Skyu may provide limited onboarding support to Brands, including assistance with setting up a Brand Account, navigating the Brand Portal, and submitting Task Requests. Any onboarding or training is provided for convenience only and does not create any ongoing obligation to provide support, training, or account management services.
Merchandisers are independent third parties and are not employees, agents, or representatives of Skyu. Skyu does not control or direct Merchandisers and is not responsible for their actions, omissions, or compliance with applicable laws. Skyu may perform limited vetting of Merchandisers, including identity verification and, where applicable, authorization to work in the United States. Such vetting is limited in scope and does not constitute a guarantee, certification, or endorsement of any Merchandiser’s qualifications, reliability, or compliance with applicable laws. Skyu does not conduct background checks (criminal, employment, or otherwise), does not independently verify Merchandiser qualifications beyond any stated vetting, and does not provide ongoing training or monitoring of Merchandisers.
29. Stores
Tasks may require access to third-party locations, including retail Stores. Brands must not submit, and Merchandisers must not accept or perform, any Task that they know or reasonably should know cannot be performed in a legal, proper, and compliant manner, including in accordance with applicable laws and generally applicable Store policies. Merchandisers are responsible for obtaining any required permissions and for complying with all applicable Store policies, rules, and instructions, including those communicated by Store personnel. Merchandisers must not engage in any activity that violates Store policies or interferes with Store operations, and are responsible for determining whether a Task can be performed in compliance with such requirements. Skyu does not guarantee access to any Store and is not responsible for any denial of access, removal from a location, or any claims, damages, or liabilities arising from a Merchandiser’s presence at or interaction with any third-party location.
30. Merchandiser Safety
Merchandisers are responsible for conducting all activities in a safe and lawful manner. Merchandisers must not engage in any conduct that may endanger itself, other users, Store personnel, customers, or the public, or that may damage property or interfere with Store operations. Merchandisers are responsible for determining whether a Task can be performed safely and must not proceed if conditions are unsafe or if performing the Task would violate applicable laws or Store policies.
Merchandisers are responsible for assessing the conditions of any location, using appropriate judgment, and taking any precautions it deems necessary in connection with performing the Tasks. Merchandisers assume all risks associated with the performance of Tasks, including any risks arising from interactions with third parties or access to retail locations.
By accepting a Task, you acknowledge and agree that you are assuming all risks associated with performing the Tasks, including risks arising from in-person activities, third-party interactions, and access to retail locations, and agree to release and hold harmless Skyu to the maximum extent permitted under the Terms. Skyu does not supervise, control, or monitor in-person activities and is not responsible for any injuries, damages, or incidents arising from the performance of any Task.
31. Prohibited Conduct
In using the Platform, you must comply at all times with all applicable laws, including, without limitation, intellectual property, non-discrimination, privacy, and data protection laws. You must not take any action that harms or violates the rights of any person or entity. Without limitation, you agree not to:
• Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit any portion of the Platform without our prior written consent;
• Share non-public features of the Platform or any content available through the Platform with any third party;
• Use the Platform in any manner that is unlawful, fraudulent, misleading, or deceptive;
• Use the Platform in any way to discriminate against any individual or class of individuals or to promote illegal, harmful, or discriminatory conduct;
• Use the Platform in any manner that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, publicity right, or other rights of any person;
• Modify or create derivative works based on the Platform or any Task Materials, except as expressly permitted under this Agreement;
• Impersonate any person or entity or misrepresent your identity or affiliation with any person or entity;
• Remove, alter, or obscure any copyright, trademark, watermark, attribution, or other proprietary notices on or available through the Platform;
• Upload, transmit, or distribute any viruses, malware, or other harmful code to the Platform;
• Disrupt, interfere with, or compromise the integrity, performance, or security of the Platform or any related systems, servers, or networks;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Access, tamper with, or use non-public areas of the Platform without authorization;
• Disrupt or interfere with any other user’s use of the Platform;
• Use any robot, spider, scraper, or other automated means to access the Platform for any purpose;
• Use the Platform to build, or assist in building, a similar or competitive product or service;
• Frame, mirror, or link to the Platform except as expressly permitted in writing by us;
• Circumvent or attempt to circumvent the Platform, including by arranging Tasks, payments, or communications outside of the Platform to avoid fees or obligations under this Agreement;
• Perform or attempt to perform any Task in violation of applicable Store policies, rules, or restrictions;
• Enter or remain on any premises where you do not have permission to be present;
• Interfere with Store operations, employees, customers, or property;
• Collect, record, or share personal information about any individual (including Store employees or customers) without appropriate authorization or in violation of applicable laws;
• Record audio, video, or images of individuals where prohibited by law or without required consent;
• Submit false, misleading, incomplete, or fabricated Task Materials;
• Misrepresent that a Task has been completed when it has not been completed according to the applicable Task Request; or
• Manipulate, stage, or falsify the results of any Task.
32. Non-Circumvention
Brands and Merchandisers agree not to, directly or indirectly, solicit, engage, hire, contract with, or otherwise enter into any business relationship with any user introduced through the Platform for the purpose of circumventing the Platform or avoiding applicable Platform Fees. This restriction applies during the period in which the applicable users are active on the Platform, and for 12 months following their last interaction on the Platform.
If a Brand or Merchandiser wishes to engage with another user outside of the Platform, such party must obtain Skyu’s prior written consent, which may be granted or withheld in Skyu’s discretion and may be conditioned on the payment of applicable fees or other requirements.
If Skyu reasonably determines that a Brand has engaged in conduct that violates this section, Skyu may, in addition to any other rights or remedies available under this Agreement or at law: (a) charge the Brand the applicable Platform Fees that would have been due had such engagement occurred through the Platform; or (b) assess a fee equal to 20% of the total compensation paid or payable in connection with such engagement, or such other amount as reasonably reflects the Platform Fees avoided.
Skyu may suspend or terminate access to the Platform for any violation of this section.
33. User Content
“User Content” means any content or information that you submit to or through the Platform, other than Task Materials. You are responsible for your User Content, including its accuracy, legality, and compliance with this Agreement. By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to host, store, process, and use such User Content as necessary to operate, maintain, and improve the Platform and provide the services described in this Agreement. Skyu may share User Content with other Platform users as necessary to facilitate Tasks and related activities.
You may not upload, submit, transmit, or make available through the Platform any User Content or Task Materials that:
• Infringes or misappropriates any intellectual property or proprietary rights of any third party;
• Is false, misleading, or deceptive;
• Violates any person’s privacy, publicity, or other rights, including by capturing or sharing images or information about individuals without appropriate consent;
• Is unlawful or promotes unlawful activity;
• Is harmful, abusive, harassing, threatening, defamatory, obscene, pornographic, or otherwise objectionable;
• Constitutes unsolicited or unauthorized advertising, promotional materials, spam, or other forms of solicitation;
• Would reasonably be expected to create liability, cause harm, or violate any applicable law; or
• Incites, promotes, or supports discrimination, hostility, or violence.
Skyu may, but is not obligated to, review any User Content or Task Materials. Skyu may remove, restrict, or refuse to display any content that it determines, in its discretion, violates this Agreement or is otherwise objectionable. Skyu may also suspend or terminate your account or access to the Platform for violations of this section, without notice and without liability to you.
34. Suspension; Termination
You may terminate your account at any time by using the account deletion feature in the Platform or by emailing us at contact@getskyu.com.
Skyu may suspend or terminate your access to the Platform at any time, with or without notice, if you violate this Agreement, fail to comply with applicable laws, fail to pay any amounts when due, or if Skyu reasonably believes your use of the Platform may harm the Platform, other users, or third parties.
If Task Fees are not paid when due, Skyu may, in addition to any other rights and remedies, suspend your access to the Platform or certain features until all outstanding amounts are paid, and/or terminate your account or any active Tasks.
Skyu is not liable for any losses arising from suspension or termination of your account for any violation of this Agreement. Skyu’s rights under this section are in addition to any other remedies available under this Agreement or at law.
Upon suspension or termination of your account for any reason, your right to access and use the Platform will immediately cease. Termination may result in the deletion of your Brand or Merchandiser Account Information (as applicable), Personal Information, Task Requests, and related data. Brands are responsible for exporting any Task Materials or other data they wish to retain before termination.
We may, but are not obligated to, retain or delete User Content, Task Materials, Brand or Merchandiser Account Information, and Personal Information after termination. Any retained data will remain subject to this Agreement. You acknowledge that we may preserve and disclose information where reasonably necessary to comply with applicable law, enforce this Agreement, respond to claims of rights violations, or protect the rights, property, or safety of Skyu, its users, or others.
35. Reservation of Rights
Skyu and its licensors retain all rights, title, and interest in and to the Platform, including the Skyu website, Brand Portal, mobile applications, and all related content, features, and functionality, including all copyrights, trademarks, and other intellectual property rights, and all goodwill associated with the foregoing (“Skyu IP”). Except for the limited rights expressly granted in this Agreement, no rights are granted to you in or to the Platform or any Skyu IP. You acknowledge that you do not acquire any ownership interest in the Platform, Skyu IP, or any component thereof. You must not remove, alter, or obscure any proprietary notices, trademarks, or logos displayed on the Platform. You must not take any action that is inconsistent with, or that impairs Skyu’s or its licensors’ rights in the Platform.
36. Ownership and Use of Related Data
Skyu may use data derived from your use of the Platform or the submission of Task Materials on an aggregated or de-identified basis (“Related Data”) as reasonably necessary to operate, maintain, and improve the Platform, including for analytics, research, product improvement, and other legitimate business purposes. Related Data does not include Personal Information (defined below). As between the parties, all Related Data is owned by Skyu, and Skyu has no obligation to compensate any user in connection with its use.
37. Feedback
You may provide us or make public on the Platform notes, emails, postings, letters, suggestions, reviews, concepts, or other written materials related to the Platform (collectively, "Feedback"). You acknowledge and agree that you do not maintain and will not assert any ownership, intellectual property right, or other rights to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information and that we are permitted to freely share (including with the Brands), publicly display, modify, create derivative works of, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable law not to be our property, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any of our products or services any Feedback provided by you relating to the provision of the Platform.
38. DMCA Notice
We respect the intellectual property rights of others. Per the Digital Millennium Copyright Act ("DMCA"), we will respond expeditiously to claims of copyright infringement on the Platform if submitted to us as described below. Upon receipt of a notice alleging copyright infringement, we will take whatever action we deem appropriate within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright-protected content.
• If you believe that your intellectual property rights have been violated by a third party who has uploaded materials to our Platform or by us, please provide the following information to us:
• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Platform;
• An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not we, can contact you;
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
• A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; and
• Your electronic or physical signature.
We may request additional information before removing any allegedly infringing material. If we remove the allegedly infringing materials, we may notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so they may respond to your allegations.
For questions regarding this DMCA Notice or to send us a notice, please contact contact@getskyu.com.
39. Promotional Rights
You agree that we may reference you in our client listings and place your name and logo on our website and marketing materials relating to our services, as well as in any press releases, customer "case studies," and the like. You hereby grant us a limited license to use your trademarks (name and logo only) designated by you for such limited uses, subject to your trademark/logo usage guidelines, if any, provided by you to us. Notwithstanding the foregoing, you may reasonably request the removal of any such usage of your trademark/logo with written notice to us.
40. Data Protection
Skyu will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Task Materials created, submitted, or stored through the Platform.
You acknowledge that the transmission and storage of Task Materials online involves inherent risks, including the risk of unauthorized access, disclosure, or misuse. By using the Platform, you assume these risks. Skyu does not guarantee that information will be completely secure and is not responsible for unauthorized access or disclosure except to the extent required by applicable law.
Skyu is based in the United States, and information submitted through the Platform may be transferred to, stored, and processed in the United States or other jurisdictions. By using the Platform, you consent to such transfers to the extent permitted by applicable law.
41. Personal Information
“Personal Information” means any information relating to an identified or identifiable natural person. Skyu collects, uses, and discloses Personal Information as described in its Privacy Policy. By using the Platform, you consent to such collection, use, and disclosure. You are encouraged to review the Privacy Policy before submitting Personal Information. Without limiting our Privacy Policy, we may disclose Personal Information when reasonably necessary to comply with applicable law or legal process, to enforce this Agreement, to respond to claims of rights violations, to investigate suspected misuse of the Platform, or to protect the rights, property, or safety of Skyu, its users, or others.
42. Confidentiality
“Confidential Information” refers to the following items that either party discloses to the other: (i) any document marked “Proprietary” or "Confidential;" (ii) any other nonpublic materials and information provided or made available by us to you, including the Brand Portal or other Skyu products or services, information regarding technology, know-how, processes, software programs, research, development, financial information, and information we provide regarding third parties; (iii) any other sensitive or proprietary information you should reasonably consider a trade secret or otherwise confidential; and (iv) any nonpublic materials and information uploaded by you, including Task Materials. Confidential Information does not include information that: (a) is or becomes generally known or available to the public, (b) is already known at the time of receiving the Confidential Information through no wrongful act of the receiving party, (c) is furnished by a third party with the right to do so, or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. Each party agrees not to use or disclose any Confidential Information of the other party except for the purpose of meeting its obligations under this Agreement and will not use Confidential Information for any other purpose whatsoever. If either party is required to disclose Confidential Information relating to the other party to a court or government agency, it shall, before disclosure and as soon as practicable, notify the other party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. The obligation of confidentiality shall not apply to any disclosure of proprietary information of a Brand by Skyu if required as part of the sale of its business, whether in whole or in part, to a third party, provided that Skyu enters into a confidentiality agreement with the third party on terms no less stringent than those outlined in this Agreement. Skyu and the Brand shall advise all their affiliates, employees, agents, or contractors that they are bound by the confidentiality terms of this Agreement.
Without limiting the foregoing, Task Requests and Brand-provided information are deemed Confidential Information of the Brand; provided, however, that Skyu may use, display, and disclose such information to Merchandisers and other users of the Platform as reasonably necessary to facilitate the creation, assignment, and performance of Tasks.
Merchandisers acknowledge that Task Requests and related information provided by Brands may include confidential or sensitive business information. Merchandisers may use such information solely to perform the applicable Task and must not retain, copy, disclose, or use it outside of the Platform or beyond what is reasonably necessary to complete the Task.
43. Third-Party Services and Content
The Platform may provide access to or integrate with third-party applications, services, websites, content, and other resources that are not owned or controlled by Skyu (collectively, “Third-Party Services”), including, without limitation, payment processors. Skyu does not endorse, control, or assume any responsibility for any Third-Party Services. All Third-Party Services are provided on an “as is” basis, and Skyu makes no representations or warranties regarding their availability, performance, security, or reliability.
If you access or use any Third-Party Services through the Platform, you do so at your own risk. Your use of Third-Party Services is subject to the terms and policies of the applicable third party, and this Agreement and Skyu’s Privacy Policy do not govern your interactions with such Third-Party Services. Skyu is not responsible for any loss, damage, or liability arising from or related to your use of, reliance on, or inability to use any Third-Party Services, including, without limitation, any disclosure, modification, or deletion of your data resulting from such use. Skyu is also not responsible for any downtime, errors, or interruptions caused by Third-Party Services. To the fullest extent permitted by law, Skyu will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, business interruption, or loss of profits, arising out of or related to any Third-Party Services.
44. Disclaimer of Warranties
THE PLATFORM AND ALL CONTENT, INCLUDING TASK REQUESTS AND TASK MATERIALS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.
SKYU DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, OR THAT ANY DEFECTS WILL BE CORRECTED. SKYU DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, LEGALITY, OR QUALITY OF ANY TASK REQUESTS, TASK MATERIALS, OR OTHER CONTENT MADE AVAILABLE THROUGH THE PLATFORM.
THE PLATFORM IS A TECHNOLOGY PLATFORM THAT FACILITATES CONNECTIONS BETWEEN BRANDS AND MERCHANDISERS. MERCHANDISERS ARE INDEPENDENT THIRD PARTIES AND ARE NOT EMPLOYEES, AGENTS, OR REPRESENTATIVES OF SKYU. SKYU DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY MERCHANDISER, TASK, OR TASK MATERIALS.
SKYU DOES NOT GUARANTEE THE AVAILABILITY OF TASKS, THE ACCEPTANCE OF ANY TASK REQUEST, OR THE SUCCESSFUL COMPLETION OF ANY TASK, AND IS NOT RESPONSIBLE FOR ANY FAILURE BY ANY USER TO MAKE OR RECEIVE PAYMENTS.
ANY STATEMENTS, CONTENT, OR SERVICES PROVIDED BY MERCHANDISERS OR OTHER USERS ARE THEIR OWN AND NOT THOSE OF SKYU. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND FOR ANY DECISIONS TO ENGAGE IN TASKS.
45. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYU AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USER CONTENT, OR TASK MATERIALS, ARISING OUT OF OR RELATED TO THE PLATFORM OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYU IS NOT LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO: YOUR USE OF OR INABILITY TO USE THE PLATFORM; ANY TASKS, TASK MATERIALS, OR INTERACTIONS BETWEEN USERS; ANY ACTS OR OMISSIONS OF MERCHANDISERS, BRANDS, OR THIRD PARTIES; ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA NOT DIRECTLY CAUSED BY OUR GROSS NEGLIGENCE; OR ANY THIRD-PARTY SERVICES OR CONTENT.
TO THE EXTENT PERMITTED BY LAW, SKYU’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT PAID BY OR PAYABLE TO YOU DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE CLAIM ARISES OR IS DISCOVERED, OR IT WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY. IN SUCH CASES, SKYU’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
46. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Skyu and its officers, directors, shareholders, employees, agents, and their respective successors and assigns (collectively, the “Indemnified Parties”) from and against any third-party claims, demands, actions, proceedings, or government enforcement actions, and all related losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to:
• Your access to or use of the Platform;
• Any Task Requests, Tasks, User Content, or Task Materials you submit, create, use, or rely on (including any underlying materials or data used to create Task Materials);
• Your interactions or disputes with other users;
• Your violation of this Agreement or applicable law; or
• Your infringement, misappropriation, or violation of any third-party rights.
Skyu may participate in the defense of any such claim with counsel of its choosing at its own expense. You may not settle any claim in a manner that imposes liability or obligations on any Indemnified Party without Skyu’s prior written consent. You also agree to indemnify and hold harmless the Indemnified Parties from any costs or expenses incurred in responding to any subpoena, court order, or other legal process relating to your use of the Platform.
47. Release
In the event of a dispute between you and another user, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code §1542, which states:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
If you are a resident of any other jurisdiction, you agree to waive any similar or equivalent provision under applicable law that limits the effect of a general release to known or suspected claims.
48. Entire Agreement
This Agreement and any other terms and agreements incorporated herein by reference constitute the entire agreement between you and us concerning your access and use of the Platform.
49. Severability
In the event that any provision of this Agreement is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
50. No Waiver
Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.
51. Headings; Summaries
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or affect such section.
52. Arbitration
For any dispute, you agree to first contact us at contact@getskyu.com and attempt to resolve the dispute with us informally for at least 30 days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (AAA) under the Commercial Arbitration Rules in San Francisco, California. Each party will be responsible for paying AAA filing, attorney, administrative, and arbitrator fees per AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
53. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute that is not subject to arbitration or eligible for small claims court will be resolved exclusively in the state or federal courts located in the State of Delaware, and you and we consent to the personal jurisdiction of those courts.
54. Notices
By providing us with your email address, you consent to receive our related communications and notices electronically, and you agree that all agreements, notices, disclosures, and other communications that we provide to you via the Platform or email satisfy any legal requirement for such communications to be in writing. We may also use your email address to send you other messages, such as changes to the site’s features and special offers ("Promotional Messages"). If you do not want to receive Promotional Messages, you may opt out by clicking the "Unsubscribe" link in an email or by emailing us at contact@getskyu.com. If you would like a physical address to which to send correspondence to Skyu, please email us, and we will provide you with a mailing address.
55. Force Majeure
Neither party shall be liable for any failure or delay in its performance under this Agreement, or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”).