Skylab
Get Started

Terms & Conditions

1. Introduction

1.1 These Terms of Service (“Terms”) are a legal agreement between you, as Customer, Administrator, and/or End User, and SkyLab Insurance Solutions, Inc. (“Skylab”, “we”, “our”, or “us“) and govern your use of and access to Skylab’s services, including any software, mobile applications, tools, features, and other products and services that are made available through our website (“Site“) or otherwise made available by us (collectively, and together with the items set forth in the definition of “Services“).

1.2 By executing an Order Form or other contract that references these Terms, by purchasing the Services, by clicking to accept these Terms, or by otherwise entering into an Order Form or other contract with Skylab, a Skylab reseller, or any other entity or individual for the purchase of Services or under which Services are made available to you, or by otherwise accessing and/or using the Services, whichever is the earlier, you accept and agree to be bound by these Terms and any other legal notices or guidelines posted on the Site or provided to you with respect to the Services. If you are using our Services for an organization, such as your employer, you are agreeing to these Terms on behalf of that organization.

1.3 For Customers If you are accepting these Terms on behalf of your employer or another entity or for use of the Services by your employer or another entity (“Customer“), you represent and warrant that (a) you have the legal authority to bind the applicable entity to these Terms, and are 18 years or older, and (b) that you agree, on behalf of the entity you represent, to these Terms. If you are using our Services for an organization, such as your employer, you are agreeing to these Terms on behalf of that organization. If you don’t have the authority to bind your employer or the entity you represent to these Terms, you should not click the checkbox or button, countersign these Terms, or purchase or use the Services in any manner. If you are accepting these Terms on your own for your own use of the Services as a Customer with an account, you agree that you have the legal authority to agree to these Terms and are 18 years or older.

1.4 For End Users If you are using the Services as an End User, you represent and warrant that you have the legal capacity to agree to these Terms, and are 18 years or older. Additionally, you agree and acknowledge that Skylab, the Customer and any Administrator has the ability to access, disclose, restrict, and remove information in or from an End User account, and that the Administrator may be able to monitor, restrict, or terminate access to an End User account. The Skylab Services are intended only as a business to business offering. If you are an End User and accessing Skylab Services through a Skylab Customer, the Skylab Customer’s privacy policies and other legal agreements govern the use and sharing of your personal information throughout the Skylab Services. Please check with your employer on their privacy policies and data sharing policies to better understand your rights.

1.5 Agreement to Arbitrate FOR CUSTOMERS AND END USERS RESIDING IN THE UNITED STATES, PLEASE BE AWARE THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER LOCATED IN SECTION 13 OF THESE TERMS, AS IT REQUIRES ARBITRATION TO RESOLVE DISPUTES, IN MOST CASES, ON AN INDIVIDUAL BASIS. BY ACCEPTING THESE TERMS, CUSTOMER OR END USER, AS APPLICABLE, AGREES TO BE BOUND BY THE AGREEMENT TO ARBITRATE AND THE CLASS ACTION WAIVER.

2. General Service Terms

2.1 Provision of Services

  1. Customer and End Users may access and use the Services solely in accordance with these Terms and the Documentation. You may only use our Services and Hardware in accordance with these Terms, which we may change from time to time.
  2. Customer agrees that it has not relied on the availability of any future functionality of the Services or any other future product or service in executing these Terms or any Order Form. Customer acknowledges that information provided by Skylab regarding future functionality should not be relied upon to make a purchase decision.

2.2 Modifications Skylab may, at its discretion, change or update the Services and/or these Terms from time to time. Further, the Services allow Customer and End Users to download Apps that can update automatically.

2.3 Customer Support If you need assistance with the Services, please contact Skylab by emailing Skylab at support@skylabis.com.

2.4 Telephone Communications

  1. By providing us your phone number, you are consenting to us, our affiliates, or our partners contacting you via autodialed or prerecorded calls/messages. We may contact you at any telephone number you have provided us, including phone numbers you have made publicly available through your account, for the following purposes:
    • Account notifications and troubleshooting;
    • Dispute resolution and debt collection; or
    • As necessary to service your account or enforce our Terms of Service and policies, applicable law, or any other agreement we may have with you.
  2. We may also contact you using autodialed or prerecorded calls and messages for marketing purposes (e.g., offers and promotions) if you explicitly consent to such communications, even if your number is on any national or state Do Not Call registry; your consent to receive such calls/messages is not a condition of purchasing any of our Services or using our Site. We may collect other telephone numbers for you and may place manual, non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline.
  3. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you can contact us at support@skylabis.com or at the contact information listed below.

2.5 Free Services Skylab reserves the right to terminate access to Services provided on a free or free trial basis in its sole discretion.

3. Customer Use of the Services

3.1 Customer Responsibilities. Customer is responsible for any use of the Services through its account, including all use of the Services by Customer’s End Users and Administrators. Customer’s responsibility extends to use of the Hardware by End Users, including damage to and misuse of the Hardware, as further set forth in these Terms. Customer is responsible for obtaining consents and complying with any laws necessary to allow the operation of the Services, collection of Customer Data and End User data, and permission for Skylab to process, store, and transfer Customer Data. In addition, Customer and End User are solely responsible for all of their own software, network and internet connection costs related to their use of the Services (including with respect to any firmware or other software updates released by Skylab), including but not limited to mobile phone or mobile network data usage fees and applicable roaming charges which are provided by the Customer’s or End User’s mobile network provider under the Customer’s or End User’s separate contracts with them, and Skylab is not responsible for these data services or any costs related thereto whatsoever. The Services provide Customer with data for Customer to assess and use as it sees fit. Skylab does not suggest, control, or monitor the choices Customer makes as to use of the data or changes in Customer’s business operations based on the data. Customer is solely responsible for any use made of the Services and for any data received through the Services. In particular, although the Services are intended to provide Customer with information that can help monitor and improve the efficiency, safety, and compliance record of Customer’s operations, Customer is solely responsible for those and all other aspects of its operations, and acknowledge that the Services do not constitute advice as to managing Customer’s operations.

3.2 Compliance with Laws and Regulations Customer and End User assume sole responsibility for their compliance with all applicable laws and regulations, including but not limited to any audio or video recording laws (when using the Dashcam), FMCSA Hours of Service of drivers and IFTA.

3.3 End User Accounts

  1. Customers may provision accounts for End Users to access Customer’s Services account. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Services and preventing unauthorized use of the Services. Customer may not permit sharing of End User accounts or passwords. Customer agrees to (a) prevent any unauthorized access, sharing, or use by End Users and terminate any unauthorized use of or access to the Services and (b) provide Skylab with notice of such unauthorized access or use.
  2. Customer and End Users must keep account credentials confidential and not allow any third parties to use their accounts to access our Services

3.4 Account Administration

  1. Customer is responsible for designating Administrators for its Services accounts, maintaining updated Administrator contact information, and managing access by Administrators to Customer Accounts. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Customer’s Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Customer’s Services accounts. Skylab’s responsibilities do not extend to a Customer’s internal management or administration of the Services.
  2. Customer and End Users must only access and use the Services in accordance with these Terms, the Documentation, the Additional Terms, and all applicable laws. Customer will ensure that no person under the age of 18 is allowed to become an End User.

3.5 Acceptable Uses

  1. Although Skylab is not obligated to monitor access to or use of the Services or to review Customer Data, Skylab has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements.
  2. Skylab reserves the right, but is not obligated, to remove or disable access to any Customer Data, at any time and without notice, including if Skylab reasonably believes Customer Data to be in violation of these Terms or the Acceptable Use Policy or in order to comply with Skylab’s legal obligations.
  3. You acknowledge that we do not screen Customer Data or any content that you or any third party make available through the Service, but that we shall have the right (but not the obligation) to refuse, move or delete any such content that is made available via the Service.

3.6 Restrictions Customer will not (and will not allow any End Users or third party to): (a) reverse engineer, decompile, disassemble, decipher or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (b) modify or create derivative works based on the Services; (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third party; (d) remove or alter proprietary notices from the Services, (e) use the Services to create any competitive or other product or service; (f) use the Services for the purpose of benchmark testing; (f) share its Customer API Key with any third party; or (g) use, sell, copy, modify, create derivative works based on, publicly perform, publicly display, or distribute the Skylab Output outside of the Services, except for regulatory compliance purposes or otherwise with Skylab’s express consent.

3.7 Suspension Skylab, in its reasonable discretion, may suspend Customer’s or End User’s right to use the Services if: (a) Customer’s or End User’s use of the Services poses a security risk to the Services, may violate the Acceptable Use Policy or any Additional Terms or may adversely affect the Services, Skylab’s systems and infrastructure, Skylab’s reputation, or a third party; (b) Customer or End User’s use of the Services could subject Skylab to liability; (c) Customer is in breach of these Terms; or (d) any default on Customer’s payment obligations (including any payment obligation to any third party equipment financing company). Skylab will use commercially reasonable efforts to provide prompt notice of a suspension.

3.8 Non-Skylab Products

  1. Customer and/or End User(s) may authorize Skylab to allow a Non-Skylab Product to access or use Customer Data or other information or reports via the Services, email, phone, or other form of consent. If Customer or an End User uses any Non-Skylab Product (including any Non-Skylab Product made available by us, through the Skylab App Marketplace, or through our Site), then: (i) Skylab will not be liable for any act or omission of such Non-Skylab Product, including the Non-Skylab Product’s access to or use of Customer Data or other information or reports; and (ii) Skylab does not warrant or support any Non-Skylab Product. Customer and/or End User(s) are solely responsible for complying with licenses for Non-MSkylab Products and paying fees for Non-Skylab Products.
  2. If Skylab has an agreement with a Non-Skylab Product, Skylab may rely on a representation from that Non-Skylab Product that Customer or End User has authorized access or use of Customer Data or other information or reports. Skylab does not endorse any Non-Skylab Product, or any opinions, recommendations, or advice therein. We are not responsible or liable for your use of any Non-Skylab Product or any negative effect any Non-Skylab Product may have on the Services.

3.9 API Key

  1. kylab may make available an API Key to Customer and/or End User(s) solely for such Customer and/or End User’s internal use. Customer and/or End User(s) is solely responsible for use of its API Key by Customer, End User(s), or any third party, including any Non-Skylab Product. By using any API Key, you are agreeing to the Skylab API Terms of Service. You may not share any API Key with any third party. Skylab may suspend your API Key in the event that it becomes aware that such API Key has been shared by you with any third party.
  2. In the event that Customer or any End User authorizes a third party to access any Customer Data or other data or information via an API Key, Skylab will not be responsible or liable for any act or omission by such third party or use by such third party of the Customer Data or other data shared by Customer or its End Users.

3.10 Professional Services To the extent applicable, the Professional Service Terms and Conditions shall govern Skylab’s provision of any Professional Services, as defined therein.

4. Intellectual Property Rights

4.1 Reservation of Rights Except for the limited licenses granted to Customer and End User in these Terms, Skylab and its licensors own and reserve all right, title, and interest in and to the Skylab Technology (including the rights to any text, graphics, images, music, software, audio, video, documents, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by us through the Services).

4.2 Skylab License Motive grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license for Customer and its End Users to access and use the Software (including, as required, to use the Hardware) for personal and internal business purposes during the Services Term.

4.3 Customer License As between Skylab and Customer, Customer shall own and reserve all right, title, and interest in and to the Customer Data. Customer and End User grant Skylab, its affiliates, and its contractors a worldwide, irrevocable, perpetual, non-exclusive, right to: (a) use, copy, distribute, create derivative works based on, display, and perform Customer Data in order to provide, analyze, support, operate, and improve the Services, and its affiliates’ services, and in order to develop new products and services, (b) share the Customer Data with third parties (such as our partners and vendors) as necessary in order to provide the Services, and (c) as well as for any other lawful purpose authorized by Customer.

4.4 Skylab Data Skylab may use and distribute the Skylab Data (i) to provide, analyze, operate, and improve the Services and develop new products and services, (ii) to create and distribute reports and materials about the Services, and (iii) for any other lawful purpose. Skylab owns and reserves all right, title, and interest in and to the Skylab Data.

4.5 Suggestions Skylab has ownership in any feedback and suggestions, and Customer and End User agree that by submitting suggestions or other feedback regarding our Services or Skylab, Skylab may use such feedback for any purpose without compensation to Customer or End User. Skylab appreciates all of your feedback and suggestions, and you can submit feedback by emailing Skylab at support@skylabis.com.

4.6 Publicity Customer grants Skylab the right to use Customer’s name, trademark, and logo on Skylab’s website and in marketing materials.

5.Data Security & Disclosure

5.1 Security Skylab has implemented and maintains commercially reasonable administrative, technical, and procedural safeguards to protect the integrity, and security of Customer Data.

5.2 User Connections and Data TransmissionThe Services enable Customers and End Users (the “Connecting Party”) to connect directly with other Customers, administrators, and End Users of Skylab (the “Receiving Party”), allowing the Receiving Party to receive and access Customer Data and to interact with the Connecting Party in its use of the Services. When a Connecting Party connects with a Receiving Party through the Services, the Connecting Party consents to automatically and continuously transmitting its Customer Data with the Receiving Party. Further, the Connecting Party acknowledges that the Receiving Party’s End Users may interact with and manage the data of the Connecting Party and that Skylab is not liable for any act or omission of a Receiving Party, including access to, use of, or sharing of the Connecting Party’s Customer Data.

5.3 Compelled Disclosure Skylab may disclose Customer Data and other information when (i) required by law, regulation or legal process, provided that Skylab shall use reasonable efforts to give the Customer prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Customer’s cost to contest or limit the disclosure or (ii) to prevent or stop activity we consider to be illegal or unethical in our reasonable discretion.

5.4 International Transfers Customer Data may be transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may not be as protective as those in the Customer or End User’s jurisdiction of residence. If you’re located outside the United States and choose to provide Customer Data to us, we may transfer Customer Data to the United States, or other countries where we or our service providers operate, and process it there. Your consent to these Terms, followed by your submission of any Customer Data represents your agreement to that transfer.

6.Fees and Payment

6.1 Fees Upon agreement to an Order Form by the parties, Customer will pay Skylab the fees for the Services set forth in the Order Form on the payment schedule set forth in the Order Form. All payments are due in U.S. dollars unless otherwise indicated on the Order Form or invoice. Customer is responsible for providing complete and accurate billing and contact information to Skylab and updating Skylab of any changes. All fees are non-refundable unless otherwise set forth in these Terms and are not subject to set-off by Customer. If Customer is purchasing the Services from an authorized reseller, Customer’s payment obligations may be to the authorized reseller.

6.2 Invoicing & Payment Your subscription to the Services includes enrollment into a flat-rate ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period, unless canceled in accordance with the instructions for cancellation below. In addition, there is a usage based element where written premium is reported (defined as premium before taxes/fees). A unit is defined as $10,000.00 in written premium, and you pay an agreed upon amount per unit written in a month's time. Your usage payment is billed at the first of the month. All Payments will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless canceled. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. You acknowledge that the timing of when you are billed may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your payment method would be billed next on February 28), due to free trials and other promotional offers, credits applied, or changes in your subscription or payment method. We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes.

6.3 Free Trials and Other Promotions Any free trial or other promotion that provides access to Services must be used within the specified time of the trial. IF THE CUSTOMER IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO SKYLAB FOR THE SKYLAB SERVICES, SKYLAB MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL, UNLESS THE CUSTOMER NOTIFIES SKYLAB THAT THE CUSTOMER WANTS TO CANCEL.

6.4 Discontinuation of Services If Customer chooses to discontinue, cancel or terminate any Services before the end of the applicable Subscription Term agreed to an such Order Form, Skylab shall have the right to immediately invoice Customer or bill Customer’s authorized credit card for any balance due for the remainder of the applicable Subscription Term, including any Replacement Fees and Restoration Fees.

6.6 Late Payments Past due amounts are subject to a finance charge equal to the lower of 1.5% per month or the highest rate permitted by law from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Skylab in collecting past due amounts. If Customer’s fees are past due (including any fees owing to any third party equipment financing company), Skylab may suspend the Services automatically and provide notice of termination for material breach.

6.7 Billing Disputes If Customer disputes any invoices or charges, Customer must let Skylab know within sixty (60) days after the date that Skylab invoices or bills Customer for the disputed amount.

6.8 Taxes Customer is responsible for all taxes, except those directly relating to Skylab’s net income, gross receipts, or capital stock. Skylab will invoice Customer for sales tax when required to do so and Customer will pay such tax unless Customer provides Skylab with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.Term and Termination

7.1 Services Term These Terms will continue in full force and effect during the Services Term until they are terminated as described herein.

7.2 Subscription Terms Except as otherwise specified in an Order Form, following any Subscription Term, whether the initial subscription term or a renewal term, the Subscription Term will automatically renew for a period of the same duration as the last Subscription Term but no longer than one (1) year, unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the Subscription Term. UNLESS YOU GIVE NOTICE OF TERMINATION (WHICH CAN BE DONE BY EMAILING US AT SUPPORT@SKYLABIS.COM), YOUR SUBSCRIPTION TERM WILL AUTO-RENEW, AND YOU WILL BE BILLED FEES AT SKYLAB’S THEN-CURRENT NON-PROMOTIONAL RATES.

7.3 Termination for Cause Either party may terminate these Terms and any applicable Services if (a) the other party is in material breach of these Terms and fails to cure such material breach within thirty (30) days after receipt of written notice of such material breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Skylab may also terminate these Terms if it has the right to suspend the Services or in order to comply with law or regulation.

7.4 Skylab Termination for Convenience Skylab may terminate Customer’s access to and use of the Services for convenience, at its sole discretion, any time upon notice to Customer. In the event of such termination for convenience by Skylab, Skylab will refund to Customer any prepaid fees for the Services on a prorated basis.

7.5 Customer Termination Customer may terminate these Terms by providing notice at least thirty (30) days prior to the expiration of the Subscription Term. The Terms will then terminate at the end of the existing Subscription Term and Customer may access the Services until the end of the existing Subscription Term. Customer is responsible for all fees billable through the end of the existing Subscription Term.

7.6 Effect of Termination If these Terms expire or are terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this section, (b) Skylab will have no obligation to maintain Customer Data and may delete any copies of Customer Data, and (c) the following sections will expressly survive: 4 (Intellectual Property Rights), 5.3 (Compelled Disclosure), 7 (Fees & Payment), 8.6 (Effect of Termination), 10 (Disclaimers), 11 (Indemnity), 12 (Limitation of Liability), 13 (Arbitration Agreement), 14 (General), 15 (Definitions), and any other term which by its nature would survive termination.

8.Indemnity

8.1 Customer and End User Indemnity Customer and End User(s) will indemnify, defend, and hold harmless Skylab and its affiliates, officers, directors, employees, agents, licensors, and distributors from and against all liabilities, damages, losses, and costs and expenses, including settlement costs and reasonable attorneys’ fees, arising out of a third-party claim regarding (i) Customer’s or End Users’ access to or use of the Services; (ii) Customer Data; (iii) Customer’s or End Users’ breach of these Terms, (iv) Customer’s or End User’s interactions with an Other Party (as defined below), or (v) negligent acts or omissions of Customer or End Users.

8.2 Customer and End User Release

  1. Because Skylab is not party to any agreements between Customer or End User and any third parties, in the event that Customer or End User has a dispute with any third parties (each, an “Other Party“), Customer and/or End User agree to address such disputes directly with the Other Party in question and Customer and End User(s) release Skylab (and our officers, directors, employees, agents, investors, licensors, distributors, and affiliates from any and all claims, demands, or damages (actual, exemplary, special, punitive, or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
  2. In consideration of the covenants under these Terms, Customer, on behalf of itself and its End Users (“Releasors’) hereby irrevocably and forever waives, releases, and discharges Skylab and its affiliates, officers, directors, employees, agents, successors and assigns (“Releasees”) from any claims, suits, damages, losses, and liabilities of any kind that the Releasors had, now have, or may ever have against the Releasees in connection with disputes arising from, relating to, or in connection with an Other Party, during and after the Services Term.
    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT CREDITOR OR THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
  3. The Releasors expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of California Civil Code Section 1542 (or any analogous state, federal, or international statute or principle). Customer and End User(s) acknowledge they have had an opportunity to be advised by counsel concerning the effect and import of these Terms. The parties acknowledge and agree that this waiver is an essential and material term of these Terms.
  4. If you use any Non-Skylab Products, you agree that Skylab is not a party to your agreements with the owners of such Non-Skylab Products and you release us from any claims or disputes relating to such Non-Skylab Products.

9.Limitation of Liability

9.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SKYLAB AND ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS OR FROM USE OR INABILITY TO USE THE SKYLAB SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (B) LOSS OF USE, DATA, BUSINESS, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), OR (C) DAMAGES FOR PERSONAL OR BODILY INJURY OR PROPERTY DAMAGE, REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER SKYLAB HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.2 TO THE FULLEST EXTENT PERMITTED BY LAW, SKYLAB AND ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS OR FROM USE OR INABILITY TO USE THE MOTIVE SERVICES FOR AGGREGATE AMOUNTS THAT EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE FOR USE OF THE SKYLAB SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKYLAB AND CUSTOMER.

9.3 Some of the above limitations or exclusions may not be allowed in your jurisdiction and may not apply to you. The terms of this limitation of liability will apply to the extent permitted by applicable law.

10.Arbitration Agreement

10.1 Agreement to Arbitrate

  1. Unless otherwise agreed to by both parties in writing or set forth in the “Exceptions to the Agreement to Arbitrate”, you and Skylab agree that, in order to expedite and control the cost of any disputes, any legal or equitable claim arising out of or relating in any way to the Services, these Terms, and this Arbitration Agreement (“Claim“) will be determined by binding arbitration or in small claims court as further described below.
  2. In the unlikely event we end up in a legal dispute, Skylab and you agree to resolve it using arbitration (or in the courts located in Boise, Idaho if arbitration does not apply to the dispute or you opt out).

10.2 Informal Dispute Resolution Except with respect to Claims listed in “Exceptions to the Agreement to Arbitrate” below, you and Skylab agree to attempt to resolve any disputes informally. You and Skylab agree to provide notice to the other party and attempt to resolve the dispute through discussion (“Informal Negotiation Period“). After 30 days, either party may bring a formal proceeding.

10.3 Arbitration Notice If either you or Skylab chooses to start an arbitration proceeding, the party initiating the proceeding will send a notice of its Claim (“Arbitration Notice“) to the other party. You will send the Arbitration Notice by email to legal@skylabis.com and by U.S. mail to: Skylab Insurance Solutions Inc., 615 E Trinidad Drive Meridian, Idaho 83642

10.4 Arbitration Procedures

  1. Any arbitration proceedings between you and Skylab will be conducted under the commercial rules then in effect for the American Arbitration Association (“AAA”), except with respect to the provision of this agreement which bars class actions in Section 13.8 and any specific rules and procedures explicitly discussed in this Section 13.4.
  2. The award rendered by the arbitrator(s) shall include costs of arbitration, reasonable costs of expert and other witness and reasonable attorneys’ fees. For claims less than $10,000, Skylab will advance to you AAA’s filing fees; provided, however, that such fees must be repaid to Skylab if Skylab prevails in the arbitration. Please see this link for the AAA’s current rules and procedures or contact the AAA at 1-800-778-7879.

10.5 Non-Appearance-Based Arbitration Option Except with respect to the Exceptions to the Agreement to Arbitrate in Section 13.6, for Claims where the total amount of the award sought in arbitration is less than $10,000, the party seeking the award may choose non-appearance-based arbitration. If non-appearance-based arbitration is elected, the arbitration will be conducted online, by telephone, and/or solely based on written submissions to the arbitrator. The specific manner shall be chosen by the party initiating arbitration. Non-appearance-based arbitration involves no personal appearances by parties or witnesses unless otherwise mutually agreed to by the parties.

10.6 Exceptions to the Agreement to Arbitrate

  1. Notwithstanding the foregoing, the Arbitration Notice requirement and the Informal Negotiation Period do not apply to either lawsuits solely for injunctive relief to stop unauthorized use of the Services or lawsuits concerning copyrights, trademarks, moral rights, patents, trade secrets, claims of piracy or unauthorized use of the Services.
  2. Notwithstanding the forgoing Arbitration Agreement, Skylab may assert Claims for nonpayment or billing and collections matters in any legal forum of its choosing.
  3. Either you or Skylab may assert Claims which qualify for small claims court in Boise, Idaho or in any United States county in which you either live or work.
  4. If the Agreement to Arbitrate is found not to apply to your Claim, the parties consent and agree to both venue and personal jurisdiction in the federal and state courts located in Boise, Idaho.

10.7 No Class Actions UNLESS YOU AND SKYLAB AGREE OTHERWISE, YOU MAY ONLY RESOLVE DISPUTES WITH SKYLAB ON AN INDIVIDUAL BASIS. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS AND CONSOLIDATIONS WITH OTHER CLAIMS ARE NOT ALLOWED. NEITHER YOU NOR SKYLAB MAY CONSOLIDATE A CLAIM OR CLAIMS AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION, A CONSOLIDATED ACTION OR A REPRESENTATIVE ACTION. If this specific section is found to be unenforceable, then the entirety of Section 13 (Arbitration Agreement) will be deemed void.

11.Miscellaneous

11.1 Integration

  1. All attachments to the Terms and any Order Forms executed by the parties are hereby incorporated into the Terms by reference. The Terms, including any such attachments and Order Forms, constitute the entire and exclusive understanding and agreement between Skylab and you regarding the Services, and supersede and replace any and all prior or contemporaneous oral or written agreements between Skylab and you regarding the Services, including any non-disclosure agreements.
  2. If there is a conflict between the documents that make up these Terms, the documents will control in the following order: Order Form, Additional Terms, Terms, and the Documentation.

11.2 Severability If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

11.3 Modifications

  1. Skylab may modify these Terms periodically. If an update will materially affect your use of the Services, Skylab will notify you prior to the update’s effective date (except for changes due to legal or regulatory reasons which may be effective immediately). Otherwise, updates will be effective as of the date posted on this website and it is your responsibility to monitor the Site for updates to these Terms.
  2. By continuing to use the Services or executing additional Order Forms after the changes become effective, you agree to be bound by the modified Terms.

11.4 Assignment You may not assign or transfer these Terms, by operation of law or otherwise, without Skylab’s prior written consent. Any attempt by you to assign or transfer these Terms, Skylab may assign these Terms in their entirety, without notice, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

11.5 Governing Law and Venue The Terms and the relationship between you and Skylab shall be governed by the laws of the State of Idaho except for its conflict of laws principles. You and Skylab further agree that the exclusive venue for the resolution of any dispute relating to the subject matter of this agreement shall be in the state and federal courts located in Boise, Idaho.

11.6 Causes of Action Any cause of action related to the Services or the Terms initiated by you must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is barred permanently.

11.7 Confidentiality These Terms, Order Forms, and the Skylab Technology will be the “Confidential Information” of Skylab. You will not (a) use the Confidential Information except as expressly permitted by these Terms and (b) disclose Confidential Information to third parties.

11.8 Notices Any notices provided by Skylab under these Terms, including those regarding modifications to these Terms, will be given by Skylab: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Notices to Skylab must be sent to Skylab Insurance Solutions, Inc., Attn: Legal Department, , 615 E Trinidad Drive Meridian, Idaho 83642.

11.9 Force Majeure Skylab will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, third-party software or hardware, and Internet disturbance) that was beyond its reasonable control. If such event continues for more than twenty (20) days, Skylab may cancel unperformed Services upon written notice.

11.10 Relationship of the Parties The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the parties.

11.11 Waiver Skylab’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Skylab. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

11.12 Construction Any ambiguity in the Terms will be interpreted equitably without regard to which party drafted the Terms. “Including” and “include” will be construed to mean “including without limitation.”

11.13 Export Compliance The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction. and Customer and/or End User is responsible for compliance regarding Customer’s and its End Users’ use of the Services. Customer will not permit End Users to use the Services from a U.S. embargoed country.

11.14 Third-Party Beneficiaries There are no third-party beneficiaries under these Terms.

11.15 Counterparts The Terms and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.

If you have any questions about these Terms or the Services please contact Skylab at support@skylabis.com. 11.16 Contact Information

12.Definitions

12.1 “Acceptable Use Policy” means the acceptable use policy for the Services available at support@skylabis.com

12.2“Administrator” means a Customer-designated End User who administers the Services account and has access to permissions and other sensitive settings.

12.3 “API Key” means any API key for the Services that Customer can use or share with a third party for access, collection, and use of Customer Data.

12.4 “Apps” means downloadable software, including the mobile device software.

12.5 “Beta Products” means products, services, or software features available to Customer on a trial, beta, early access, or similar basis.

12.6 “End Users” means users of Customer’s Services account. End Users may include Customer, Customer’s and its affiliate’s employees, agents, and contractors.

12.7 “Customer Information” means any data and information Customer or its End Users upload, transmits, or submits to the Skylab Software, including data and information from Non-Skylab Products.

12.8 “Customer Data” means Customer Information and Hardware Data.

12.9 “Documentation” means any Skylab-provided written documentation and policies.

12.10 “Hardware” means the Skylab devices that are ordered by Customer under an Order Form or otherwise provided by Skylab and used by Customer under these Terms.

12.11 “Hardware Data” means the data and information regarding use of the Hardware, and/or collected from the Hardware, that Skylab makes available to Customer via the Services.

12.12 “Skylab Technology” means the Services, Documentation, Skylab Data, and Skylab’s trademarks, logos, and other brand features.

12.13“Non-Skylab Product” means any Customer-provided or third-party services, products, websites, or applications, such as a service that interoperates with the Services, a website linked from the Services, and any application or service available through Skylab.

12.14 “Order Form” means the (a) ordering document, (b) ordering webpage, or (c) order confirmation or other communication of ordering, in each case for the Skylab Services.

12.15 “Software” means the Site, software embedded in Hardware, and fleet management and other software, including the Apps, that are ordered by Customer under an Order Form or otherwise provided by Skylab and used by Customer under these Terms.

12.16 “Services Term” means the term of these Terms, which begins on the Effective Date and continues until the earlier of the expiration of Subscription Term or these Terms are otherwise terminated.

12.17 “Subscription Term” means the initial subscription term set forth in an Order Form and all renewal terms for the Services and any applicable renewal terms.