THIS AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF SKYSNAG’S SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

By accepting this Agreement, by (1) clicking a box or button indicating acceptance, (2) executing an Order Form that references these Terms & Conditions, or (3) accessing, downloading, installing, or otherwise using Skysnag’s Services, Customer agrees to be bound by the terms of this Agreement.

If the individual accepting this Agreement is accepting it on behalf of a company or another legal entity, such individual represents and warrants that they have the legal authority to bind such entity to this Agreement, in which case the term “Customer” shall refer to such entity. If the individual accepting this Agreement does not have such authority, or does not agree with the terms of this Agreement, that individual must not accept this Agreement and may not access, download, install, or otherwise use the Services.

Customer acknowledges and agrees that certain Skysnag Services are subject to additional Product-Specific Terms, which govern use of those specific Services and are incorporated herein by reference.

1. Definitions

“Affiliate” means an entity controlling, controlled by, or under common control with a party.

“Authorized User” means Customer’s or its Affiliates’ employees, agents, representatives, or contractors permitted to use the Services under this Agreement.

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or should reasonably be understood to be confidential.

“Customer” means the entity or individual accepting this Agreement.

“Customer Data” means data submitted by or on behalf of Customer to the Services, excluding Skysnag content.

“Documentation” means user guides or technical specifications that Skysnag provides for the Services.

“DORA” means Regulation (EU) 2022/2554 on digital operational resilience for the financial sector.

“DPA” means Skysnag’s Data Processing Addendum incorporated by reference into the Privacy Policy.

“Marketing Materials” means case studies, testimonials, white papers, success stories, or similar materials developed by Skysnag describing Customer’s use of the Services.

“Order Form” means an order document executed by the parties for the Services.

“Product-Specific Terms” means additional terms applicable to specific Skysnag products, incorporated by reference.

“Services” means any hosted SaaS platform, app, or API provided by Skysnag.

“Subscription Term” means the duration stated in the applicable Order Form, including renewals.

“Trial Subscription” means free, evaluation, or trial access to the Services for a limited period.

2. License and Use

2.1 License

Skysnag grants Customer a revocable, non-exclusive, non-transferable, limited right for Authorized Users to access and use the Services during the Subscription Term solely for Customer’s internal business purposes, subject to this Agreement and the applicable Order Form.

2.2 Authorized Users & Accounts

Customer is responsible for maintaining the confidentiality of user IDs, passwords, and other credentials, for all activities under its accounts, and for ensuring that Customer’s and Authorized Users’ use of the Services complies with this Agreement. Customer will promptly notify Skysnag of any unauthorized use or security breach.

2.3 Acceptable Use / Access Restrictions

Customer shall not, and shall not allow any third party to:

(i) copy, frame, mirror, or create derivative works of the Services;

(ii) reverse engineer, decompile, disassemble, or access the Services to build a competitive product or service;

(iii) rent, lease, sell, sublicense, or provide the Services to third parties;

(iv) upload, transmit, or store unlawful content, spam, or malware;

(v) interfere with or degrade the integrity or performance of the Services;

(vi) attempt unauthorized access to the Services or related systems;

(vi-a) upload, transmit, post, publish, or otherwise make available through the Services any content or material that:

• (A) menaces, harasses, threatens, or causes damage or injury to any person or property;
• (B) contains false, defamatory, libelous, harassing, abusive, or obscene material;
• (C) promotes bigotry, racism, hatred, harm, discrimination, or violence against individuals or groups;
• (D) violates the rights of any person, including privacy rights, publicity rights, or intellectual property rights;
• (E) constitutes or promotes unsolicited bulk email, “junk mail”, “spam”, chain letters, or any form of unsolicited commercial communication;

(vii) conduct or permit security testing (including network discovery, port/service identification, vulnerability scans, password cracking, penetration testing, or similar) without Skysnag’s prior written consent;

(viii) remove or alter proprietary notices;

(ix) use the Services for purposes not intended or documented.

Skysnag may take reasonable remedial action, including suspension, for violations of this Section.

3. Order of Precedence

If any conflict arises, the following precedence applies: (1) Order Form; (2) Product-Specific Terms; (3) DPA; (4) Support Policy; (5) this Agreement.

4. Payment and Billing

4.1 Fees and Currency

All Fees are stated in the currency applicable to Customer’s region: USD for US and global customers; EUR for EU and UK customers. For EUR, conversion from USD follows the European Central Bank (ECB) reference rate applicable on the invoice date; Skysnag may round to the nearest €10 for administrative consistency.

4.2 Invoicing & Payment Terms

Unless otherwise stated in an Order Form, Fees are invoiced in advance and due Net 30 from invoice date. Late amounts accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs. Payment obligations are non-cancellable and Fees are non-refundable except as expressly stated in this Agreement. Subscription quantities may not be decreased during a Subscription Term.

4.3 Taxes

Fees are exclusive of all taxes, levies, and duties (“Taxes”). Customer is responsible for all Taxes related to its purchases, excluding Skysnag’s income taxes. Payments shall be made without deduction for withholding; where required by law, Customer will gross-up and provide valid withholding tax certificates.

4.4 Invoice Disputes

Good-faith disputes must be raised within 30 days of the invoice date, including supporting detail. Undisputed amounts remain payable by the due date.

4.5 Auto-Renewal Uplift

Subscriptions auto-renew for successive terms equal to the expiring Subscription Term (but not less than one year) at the higher of 5% or Skysnag’s then-current list price, unless either party gives written non-renewal notice at least 30 days before renewal (7 days for monthly terms).

5. Usage Verification; Suspension

5.1 Usage Verification

Skysnag may verify active domains, users, and other usage metrics once per Subscription Term via system logs upon 10 Business Days’ prior notice. For clarity, usage verification under this Section is limited to the frequency stated above; however, Skysnag retains the right to monitor system usage and performance on an ongoing basis for purposes of system administration, security, Service improvement, and compliance with this Agreement. Any verification that reveals Customer’s actual usage exceeds the quantities specified in the applicable Order Form will result in invoicing for such excess usage at Skysnag’s then-current rates, payable within 30 days.

5.2 Suspension

Skysnag may suspend the Services, in whole or part, to: (i) prevent harm, security risk, or abuse; (ii) comply with law or governmental request; or (iii) address non-payment after notice. Skysnag will restore access promptly once the cause is resolved. If unresolved 30 days after suspension begins, Skysnag may terminate the affected Order Form.

6. Data Residency and Export

Skysnag’s hosting regions include the United States, European Union, United Kingdom, and Middle East (LATAM access optional). Regional data hosting is available for all Skysnag customers and can be selected in the Order Form at no additional cost.

Upon termination or expiration, Customers have 30 days to export available Customer Data before deletion. Skysnag may retain aggregated or anonymized data for analytics, service improvement, and industry reporting, provided no Customer is identifiable.

7. Confidentiatlity

Recipient will protect Discloser’s Confidential Information with at least the same degree of care it uses for its own similar information (not less than reasonable care), use it only to perform under this Agreement, and disclose it solely to personnel and contractors with a need to know who are bound by confidentiality obligations.

Confidential Information excludes information that is: (a) publicly available without breach; (b) rightfully known without restriction; (c) independently developed without use of the Confidential Information; or (d) rightfully received from a third party without duty of confidentiality.

If legally compelled to disclose, Recipient will (where permitted) provide prompt notice and reasonable cooperation. Upon request, Recipient will return or destroy Confidential Information, except routine backups and retention required by law.

The parties acknowledge and agree that any disclosure of Confidential Information (including Customer Data) resulting from a data breach or security incident affecting the Services shall not constitute a breach of this Section 7, unless such breach or incident was directly caused by Skysnag’s failure to maintain the security measures set forth in the DPA. For clarity, Skysnag’s obligation to notify Customer of data breaches in accordance with the DPA and applicable data protection laws is separate from and not limited by the confidentiality obligations in this Section 

8. Data Processing and Privacy

Processing of personal data is governed by Skysnag’s DPA, which forms part of this Agreement and is incorporated by reference into Skysnag’s Privacy Policy (see: https://www.skysnag.com/privacy-policy). Skysnag participates in the Data Privacy Framework (DPF) for qualifying transfers and adheres to its principles.

For EU financial-sector clients where DORA applies, Skysnag includes a DORA Addendum by default for all such customers, covering ICT risk management, incident handling, subcontractor oversight, resilience, and exit procedures.

9. Trial Access (Comply Service)

Trial access is provided through Skysnag Comply, the trial-tier service for new users, and is offered AS IS for 14 days unless otherwise stated. Skysnag provides no warranties, indemnities, or Support for trial access. At the end of the trial, Customer Data associated with the Comply service may be deleted unless Customer purchases a paid subscription for the same or higher tier Service. Either party may terminate a trial at any time.

10. Security and Sub-Processors

Customer may not conduct penetration testing, vulnerability scanning, or similar security testing without Skysnag’s prior written consent. Skysnag maintains appropriate technical and organizational measures aligned with recognized frameworks (e.g., NIST). Skysnag uses sub-processors (e.g., cloud and CDN providers) and will notify Customers 15 days in advance of any material sub-processor changes via the Trust Center or email.

11. Warranties and Disclaimers

11.1 Limited Warranty

During the Subscription Term, the Services will materially conform to the Documentation when used in accordance with this Agreement. Customer’s exclusive remedies for breach of this warranty are, at Skysnag’s option: (i) repair; (ii) replacement; or (iii) refund of Fees for the non-conforming Service, upon which access to that Service will terminate.

11.2 Disclaimers

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SKYSNAG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES ARE NOT DESIGNED FOR HIGH-RISK OR STRICT-LIABILITY USES. INTERNET AND THIRD-PARTY SERVICE LIMITATIONS MAY AFFECT AVAILABILITY; SKYSNAG IS NOT RESPONSIBLE FOR RESULTING DELAYS OR FAILURES.

12. Indemnities

12.1 Skysnag IP Indemnity

Skysnag will defend Customer against third-party claims alleging that Customer’s authorized use of the Services infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will pay final damages and costs awarded by a court or agreed in settlement; provided that Skysnag shall have no obligation under this Section 12.1 for claims that are first communicated to Skysnag more than two (2) years after the termination or expiration of the Order Form for the affected Service or, if earlier, two (2) years after Customer ceased all use of the affected Service, whichever occurs first. Notwithstanding the foregoing, this time limitation shall not apply to claims based on Customer’s use of the Services during an active Subscription Term or claims arising from infringement that was ongoing at the time of termination.

Skysnag has no obligation for claims arising from: (i) use in violation of this Agreement; (ii) combination with items not provided by Skysnag; or (iii) modifications not made by Skysnag. Skysnag may procure rights, modify, or replace the Services, or refund prepaid Fees for the affected Services and terminate access.

12.2 Customer Indemnity

Customer will defend Skysnag against third-party claims arising from Customer Data, unlawful use, or breach of Section 2.3, and will pay final damages and costs awarded by a court or agreed in settlement.

12.3 Process

Indemnity obligations require: (a) prompt written notice; (b) sole control of the defense and settlement by the indemnifying party (no settlement imposing obligations on the indemnified party without consent); (c) reasonable cooperation; and (d) For indemnification obligations under Section 12.1, the time limitations specified in that Section apply, and Customer must provide written notice of any potential claim to Skysnag within 30 days of Customer becoming aware of such potential claim.

13. Limitation of Liability

Neither party will be liable for indirect, incidental, special, exemplary, or consequential damages, or for loss of profits, revenue, goodwill, data, or business interruption.

Except for amounts payable under the indemnities in §12 or for a breach of confidentiality or misappropriation of IP, each party’s aggregate liability under this Agreement will not exceed the Fees paid or payable by Customer for the Services in the 12 months preceding the event giving rise to liability.

Nothing limits liability that cannot be limited by law.

Each party acknowledges and agrees that it has a duty under applicable law to make reasonable efforts to mitigate any loss, damage, or injury for which it seeks recovery under this Agreement. Each party’s recovery shall be reduced to the extent its damages were caused or increased by its failure to use reasonable diligence in mitigating such damages.

14. Publicity and Marketing Cooperation

14.1 Basic Marketing Rights

Unless Customer opts out in writing to [email protected], Skysnag may list Customer’s name and logo in customer lists, customer testimonial pages, websites, presentations, and marketing materials. Customer’s opt-out will be implemented within 30 days of receipt.

14.2 Case Studies and Success Stories

With Customer’s prior written consent (email sufficing), Skysnag may develop and publish case studies, testimonials, or similar marketing materials describing Customer’s use of the Services.

Customer shall have the right to review and approve all such materials before publication, and Skysnag will not publish any Customer Confidential Information without explicit written consent. Once approved, Skysnag may use the materials across its marketing channels unless materially modified, in which case renewed approval will be obtained.

Customer may later request withdrawal of published materials for legitimate business reasons, and Skysnag will use commercially reasonable efforts to remove them within 30 days, acknowledging that third-party republication or archival copies may remain beyond Skysnag’s control.

14.3 Press Releases and Public Announcements

Any press release or public announcement specifically identifying Customer as a Skysnag customer (beyond the general marketing uses in Sections 14.1 and 14.2) requires Customer’s prior written approval of the specific text and timing.

14.4 Award Submissions

Skysnag may submit Customer’s use case or deployment to industry awards, analyst recognition programs, or similar initiatives, subject to Customer’s prior approval and the confidentiality provisions herein.

15. Term, Termination and Effect

This Agreement remains in effect for the Subscription Term(s).

Either party may terminate for material breach not cured within 30 days after written notice.

Upon termination or expiration, Customer will cease use of the Services and Skysnag will deactivate accounts; accrued payment obligations survive.

Sections 7 (Confidentiality), 8 (Data Processing and Privacy), 11–13 (Warranties, Indemnities, Liability), 17–30 (Boilerplate), and any provisions which by their nature should survive, will survive.

16. Force Majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including natural disasters, cyberattacks, cloud provider outages, acts of government, or labor disputes.

17. Export Compliance

Customer agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Services, nor any direct product thereof, are: (a) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (b) used for any purposes prohibited by such export laws and regulations.

18. Notices

Notices may be provided by email to the contacts specified in the Order Form and are deemed given when sent.

Legal notices to Skysnag: [email protected].

Skysnag may also provide notice via the Services dashboard.

19. Assignment; No Third-Party Beneficiaries

Neither party may assign this Agreement without the other’s consent, except to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets, with notice.

There are no third-party beneficiaries.

20. Modification; Waiver; Entire Agreement

Modifications must be in writing and issued by Skysnag (or mutually executed where required).

A waiver must be explicit and signed to be effective.

This Agreement, together with the Order Form(s), Product-Specific Terms, Support Policy, Privacy Policy (including the DPA), and the DORA Addendum (where applicable), constitutes the entire agreement and supersedes prior agreements.

Each Order Form is a separate offer; payment obligations are not contingent on other orders.

Headings are for convenience only. For purposes of this Agreement, “including” means “including without limitation.”

21. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules.

Any dispute will be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), with venue in Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

In any legal action, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs of investigation, and other litigation expenses incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled. For purposes of this provision, the “prevailing party” means the party who obtains substantially the relief sought, whether by judgment, arbitration award, dismissal, settlement, or otherwise.

22. Change to Terms

Skysnag may update these Terms by providing 30 days’ advance notice via email or dashboard.

Continued use after the effective date constitutes acceptance of the updated Terms.

23. Contact

Support: [email protected]
Website: https://www.skysnag.com/contact

24. Independant Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent, except as expressly set forth in this Agreement. Skysnag is not bound by any terms or conditions between Customer and any third party.

25. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of this Agreement will continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent and economic effect.

26. Compliance with Laws

Each party agrees to comply with all applicable federal, state, local, and international laws, regulations, rules, and ordinances in the performance of its obligations under this Agreement. Without limiting the foregoing, this includes compliance with:

(a) All applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other applicable privacy regulations;

(b) Intellectual property laws, including copyright, trademark, patent, and trade secret laws;

(c) Export control and sanctions regulations as set forth in Section 17;

(d) Anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act;

(e) Anti-money laundering laws and regulations;

(f) Employment and labor laws applicable to each party’s respective workforce;

(g) Consumer protection laws and regulations;

(h) Competition and antitrust laws;

(i) Anti-slavery and human trafficking laws, including the UK Modern Slavery Act 2015, the California Transparency in Supply Chains Act of 2010, and any equivalent legislation in other jurisdictions.

Skysnag represents, warrants, and covenants that:

• (a) It complies with all applicable laws, regulations, and codes of practice relating to slavery, servitude, forced or compulsory labor, child labor, and human trafficking (“Modern Slavery Laws”);
• (b) It does not use, and will not use, any form of slavery, servitude, forced or compulsory labor, child labor, or human trafficking in its operations or in the provision of the Services;
• (c) It maintains and enforces policies and procedures to ensure compliance with Modern Slavery Laws throughout its operations, supply chain, and business relationships;
• (d) It conducts appropriate due diligence on its suppliers, contractors, and business partners to ensure their compliance with Modern Slavery Laws;
• (e) It will immediately notify Customer if it becomes aware of any actual or suspected violation of Modern Slavery Laws in its operations or supply chain;
• (f) Upon reasonable request, it will provide Customer with information and documentation demonstrating compliance with Modern Slavery Laws, including copies of relevant policies, training records, and audit results.

Customer represents and warrants that it also complies with all applicable Modern Slavery Laws in its use of the Services and its own operations.

Each party represents and warrants that it has obtained all necessary licenses, permits, consents, and authorizations required to perform its obligations under this Agreement. Failure to comply with this provision shall constitute a material breach of this Agreement.

27. Equitable Remedies

Customer acknowledges that the Services, Documentation, and other Skysnag Confidential Information contain valuable trade secrets and proprietary information of Skysnag and its licensors, and that any actual or threatened breach of Section 2.3 (Access Restrictions), Section 7 (Confidentiality), or any unauthorized use or disclosure of Skysnag’s intellectual property will cause irreparable harm to Skysnag for which monetary damages would be an inadequate remedy.

Accordingly, in addition to any other remedies available at law or in equity, Skysnag shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such breach or threatened breach, without the requirement of posting a bond or proving actual damages. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.

28. Channel Partners and Resellers

28.1 Purchases Through Channel Partners

If Customer purchases a Subscription to the Services through an authorized Skysnag Channel Partner or reseller (“Channel Partner”), the following provisions apply:

(a) The Channel Partner is authorized to resell Skysnag Services but is not authorized to modify this Agreement or make commitments on Skysnag’s behalf;

(b) Customer’s payment obligations are to the Channel Partner in accordance with the agreement between Customer and the Channel Partner;

(c) Skysnag’s obligation to provide the Services is contingent upon Skysnag’s receipt of the corresponding fees from the Channel Partner;

(d) All provisions of this Agreement regarding the Services, warranties, limitations of liability, intellectual property, and data processing apply regardless of whether Customer purchased directly from Skysnag or through a Channel Partner;

(e) Skysnag may suspend or terminate Services if the Channel Partner fails to pay Skysnag, provided Skysnag first gives Customer reasonable notice and an opportunity to make alternative payment arrangements;

(f) Any disputes regarding billing, payment, or Order Form terms between Customer and Channel Partner are solely between those parties; Skysnag is not responsible for Channel Partner pricing, billing practices, or payment disputes.

28.2 Channel Partner List

Skysnag maintains a list of authorized Channel Partners. Customer may verify a Channel Partner’s authorization status by contacting [email protected]. Skysnag is not responsible for Services purchased through unauthorized resellers.

29. Final Provisions

29.1 Remedies

Except where this Agreement specifies a sole remedy, the parties’ rights and remedies hereunder are cumulative. Each party acknowledges and agrees that it must make reasonable efforts to mitigate to the fullest extent possible any loss for which it is entitled to seek recovery hereunder.

29.2 Interpretation

No rule of construction requiring interpretation against the drafter shall apply to this Agreement. Any ambiguity shall not be interpreted for or against either party.

29.3 Counterparts

This Agreement and any Order Forms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

This Agreement was last updated on October, 15 2025. It is effective between Customer and Skysnag as of the date of Customer accepting this Agreement (the “Effective Date”).

Skysnag, Inc.
548 Market Street, San Francisco, CA 94104, USA
(“Skysnag”, “we”, “us”, or “our”)