By clicking the "I Agree, Login" button, you acknowledge that you have read,
understood and agree to the ASP Software Terms of Service.
ASP SOFTWARE TERMS OF SERVICE FOR SKYWRITER - IMPORTANT PLEASE READ CAREFULLY
These ASP Software Terms of Service (the "Terms of Service") constitute a binding agreement between you
and any entity on whose behalf you are using the Services and Software (collectively, "User")
and ProtoType Industries, Inc. ("PTI").
1. ACCEPTANCE OF TERMS. BY CLICKING THE "I AGREE, LOGIN" BUTTON, OR BY USING THE SOFTWARE OR SERVICES
IN ANY WAY, USER AGREES TO BE BOUND AND CONTINUE TO BE BOUND BY THE TERMS OF SERVICE, AS MODIFIED FROM TIME
TO TIME. IF USER DOES NOT AGREE TO ANY OF THE TERMS OF SERVICE, PLEASE DO NOT ENTER THIS WEB SITE OR USE
THE SOFTWARE, AS USER WILL NOT BE AUTHORIZED TO ACCESS AND USE THE SOFTWARE AND SERVICES.
2. GRANT. Subject to the Terms of Service, PTI grants User a personal, nonexclusive, nontransferable
right to access and use, on a single computer, (A) PTI's SkyWriter® technical manual authoring,
document management and reporting software ("Software"), and (B) services relating to User's access
and use of the Software, including, without limitation, the provision of a web site providing access
to the Software ("Services"); provided, that the scope of such rights (collectively referred to herein
as the "SaaS") shall be restricted to those functionalities made available to User's account by PTI.
Any additional features, functionalities, updates, modifications, enhancements and/or new versions of the
Software and Services provided or made available to User by PTI shall be considered Software and
Services subject to the Terms of Service. PTI may at any time and for any reason elect to modify,
discontinue, delete or restrict any aspect or feature of the Software and Services without notice
to User, and without any liability to PTI or its subsidiaries, affiliates, and each of their
respective officers, employees, shareholders, members, agents, partners and/or licensors (collectively,
the "PTI Parties"). User agrees to access and use the Software and Services only in accordance with
the terms and provisions of the Terms of Service and any and all operating instructions or procedures
that may be issued by PTI from time to time, and shall use the Software and Services only to process
data originating from or with User.
3. PROPRIETARY RIGHTS. User acknowledges that the Software and Services contain proprietary and
confidential information that is protected by applicable intellectual property and other laws and
regulations. The parties agree that PTI or its licensors own all rights, title and interests in the
Software and Services, and the Software and Services shall remain the sole and exclusive property of
PTI or its licensors at all times. Except as expressly provided in the Terms of Service,
User is not granted and does not have any right, title, interest or license in the Software or Services,
nor any rights to use any trademark, trade name, or logo of PTI or its licensors. User shall reproduce
and include all notices, disclaimers or other legends (collectively "Notices") contained in the Software
and Services or appearing on any screens, printouts, work products or other materials obtained by
User through use of the Software and Services, on further copies User makes thereof.
4. DATA ACCESS. User is responsible for all hardware, software and communications services
(including payment of all fees in connection therewith such as Internet service provider charges) required
to access the Software and Services, and PTI is not responsible for any interference with or prevention of
User's access and/or use of the Software and Services by reason of failure or lack of performance of such
hardware, software and/or communications services. User agrees that PTI may access any information or
data that User inputs or provides while accessing or using the Software and Services, and any technical
manuals, work products, and reports generated therefrom (collectively "Data"), for purposes of ensuring
proper access and use of the Software and Services by User and maintaining and troubleshooting the
Software and Services. Subject to the Terms of Service, PTI shall store and otherwise maintain User's
Data in accordance with archival procedures similar to those which PTI employs for its own data;
provided, that User consents and agrees that PTI may disclose User's account information and Data if
required to do so by law or in a good faith belief that such disclosure is reasonably necessary to
protect the rights or property of PTI. In the event of any loss or damage to User's Data, User's sole
and exclusive remedy shall be for PTI to use commercially reasonable efforts to replace or restore the
lost or damaged Data from the latest backup of such Data by PTI.
5. REGISTERED USERS. User shall register with PTI and obtain unique passwords for accessing the
Software and Services ("Password"). PTI is hereby authorized to obtain email addresses and other
electronic identifiers from registered users. User is responsible for maintaining the confidentiality of the
Password and its account and is fully responsible for all activities that occur under User's Password and
6. RESTRICTIONS ON USE. User agrees that User SHALL NOT do any of the following with respect to
the Software and Services:
(a) access or attempt to access any data submitted by other users;
(b) access or attempt to access any systems, programs or data for which access is not expressly authorized under the Terms of Service;
(c) copy, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise attempt to discover any source code of the
Software or Services;
(d) delete or alter any Notices;
(e) modify, reproduce, republish, assign, sell, sublicense, create a derivative work from, or otherwise transfer
or distribute any or all of the Software or Services, or assist a third party to do so;
(f) use any device or software to interfere or attempt to interfere with the proper operation of the
Software and Services; or
(g) violate any applicable local, state, national or international law or regulation in the use of the
Software and Services.
Notwithstanding any other provision of the Terms of Service, any breach of User's obligations in this Section shall result in the
automatic termination of the SaaS, without any further action on the part of User or PTI.
7. DISCLAIMERS. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PTI PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES OR OTHERWISE RELATING TO THE SAAS OR THE TERMS OF
SERVICE, INCLUDING, WITHOUT LIMITATION: (A) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY; (B) THAT THE SOFTWARE AND SERVICES ARE OR WILL BE ACCURATE,
COMPLETE, UNINTERRUPTED, SECURE, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS OR
PROGRAM LIMITATIONS; (C) AS TO THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, OR USEFULNESS OF THE TECHNICAL
MANUALS, WORK PRODUCTS, REPORTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY USER FROM
ACCESSING AND/OR USING THE SOFTWARE AND/OR SERVICES OR OTHERWISE RESULTING FROM THE SAAS OR THE TERMS OF SERVICE.
8. ASSUMPTION OF RISKS. USER'S USE OF THE SOFTWARE, SERVICES AND ANY TECHNICAL MANUAL OR WORK PRODUCTS
DERIVED THEREFROM IS ENTIRELY AT USER'S SOLE RISK AND THE PTI PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY
THEREFOR. USER ASSUMES THE ENTIRE RISK AND COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS
CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.
9. LIMITATIONS ON LIABILITY. USER EXPRESSLY UNDERSTANDS AND AGREES THAT THE PTI PARTIES SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE ARISING OUT
OF OR IN CONNECTION WITH THE SAAS, THE TERMS OF SERVICE, THE SOFTWARE AND/OR SERVICES, WHETHER OR NOT THE PTI
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT,
INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM ALTERATION, DESTRUCTION OR LOSS OF ANY DATA OR
INFORMATION INPUT OR OUTPUT, GENERATED OR OBTAINED FROM ACCESS AND/OR USE OF THE SOFTWARE AND SERVICES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES,
OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS, PARTS OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
THE PARTIES AGREE THAT THE TERMS OF SERVICE SHALL BE INTERPRETED TO PROVIDE THE MAXIMUM LIMITATIONS ON LIABILITY
ALLOWED BY LAW.
10. INJUNCTIVE RELIEF. Each party acknowledges that a violation of any of the provisions of the Terms of
Service would cause irreparable harm to the other party for which no adequate remedy at law exists and each party
therefore agrees that, in addition to any other remedies available, the aggrieved party shall be entitled to seek
injunctive relief before a court of proper jurisdiction.
11. INDEMNITY. User agrees to defend, indemnify and hold the PTI Parties harmless from and against any
losses, liabilities, damages, actions, claims or expenses (including reasonable attorneys' fees and costs)
arising or resulting from any breach by User of the Terms of Service or caused by acts or omissions of User or
performed under User's Password or account.
12. TERMINATION. PTI may terminate the SaaS immediately if User breaches a material provision of the
Terms of Service. Upon termination of the SaaS, all rights of User hereunder will cease and User's access to the
Software and Services may be disabled. All warranty disclaimers, limits on liability and rights and remedies of
PTI set forth in the Terms of Service shall survive such termination.
13. NOTICES. Questions, comments or notices concerning the Terms of Service shall be submitted to
PTI via email at support@ProtoTypeIndustries.com. By clicking the "I Agree, Login" button or by use of the
Software and Services, User agrees and consents (a) to the receipt of electronic legal notices regarding the
SaaS and the Terms of Service to the email account User provided to PTI; and (b) to contract electronically with
PTI for use of the Software and Services in accordance with the terms and provisions hereof.
14. GOVERNING LAW AND DISPUTE RESOLUTION. The Terms of Service will be governed by the laws of the State
of California, U.S.A., excluding the application of its conflict of law rules. The parties expressly disclaim
the application of the United Nations Convention on Contracts for the International Sale of Goods to the subject
matter hereof. By clicking the "I Agree, Login" button or by use of the Software or Services, User agrees to
submit to the exclusive jurisdiction of courts located in Los Angeles County, California, U.S.A., for all
disputes arising out of or relating to the Terms of Service, and User agrees to waive all objections related
to venue and/or choice of forum. All disputes regarding money not resolved amicably shall be resolved by binding
arbitration before a single arbitrator of the American Arbitration Association, to be conducted in Los Angeles
County, California, U.S.A., with each party to bear its own costs and fees.
15. MISCELLANEOUS. The headings contained in the Terms of Service are for reference only and shall not
affect the meaning or interpretation of the Terms of Service. If any part of the Terms of Service is found void
and unenforceable in any jurisdiction, that part will be deemed severed herefrom for the purpose of that
jurisdiction, and such severance will not adversely affect the validity of the remainder of the Terms of Service,
which shall remain valid and enforceable according to their terms in that jurisdiction. Moreover, if any part of
the Terms of Service is found void and unenforceable in any jurisdiction, such finding shall have no bearing
upon the enforceability of the Terms of Service in any other jurisdiction. PTI will not be responsible for any
failure to perform due to causes beyond its reasonable control, including, without limitation, acts of God,
power or network outages, acts of terrorism, war, riot, embargoes, acts of civil or military authorities,
national disasters, strikes and the like. The Terms of Service integrate and supersede any proposal or prior
agreement, oral or written, and any other communications between the parties relating to the subject matter
hereof. The Terms of Service may not be modified by the User except in a writing signed by an authorized
officer of PTI. PTI reserves the right, at any time, to change the Terms of Service, by updating this posting or
otherwise providing User with notice of such changes. Failure by either party to exercise or enforce any right or
power under the Terms of Service shall not constitute a waiver of such right or power. The Terms of Service shall
bind the parties and their respective successors and assigns. Persons and entities constituting PTI Parties,
other than PTI, are intended as third party beneficiaries to the Terms of Service. By clicking the "I Agree,
Login" button, or by using the Software or Services, the person represents that he or she is duly authorized to
execute the Terms of Service and bind the User thereto.