SKYLINE SOCIAL Inc TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES 

Welcome, and thank you for your interest in Skyline Social Inc. ("we" or "us" or “Our”), and our websites at https://app.skylinesocial.com/ or https://www.skulinesocial.com (“Website”), along with other related websites, networks, applications, and additional services offered by us (collectively, our "Service"). The following terms and conditions constitute a legally binding agreement between you and Skyline Social Inc. regarding the use of our Services.

PLEASE CAREFULLY READ THE FOLLOWING TERMS. BY PLACING AN ORDER OR BY ACCESSING OUR WEBSITE, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED, UNDERSTOOD, AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS STATED HERE, INCLUDING THE SKYLINE SOCIAL INC PRIVACY POLICY (TOGETHER, THE "TERMS"). If you disagree with the Terms, you are not authorized to use our Services.

1. INTERPRETATION 

Definitions. In these Terms, the following definitions apply:  

1. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks are open for business.  
2. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 7 of these Terms.  
3. Commencement Date: has the meaning set out in clause 3.b. 
4. Terms, Conditions, Agreement, Contract: these terms and conditions as amended from time to time.  
5. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Terms, consisting of the  Specification and the Order, as accepted in accordance with clause 3b. 
6. Customer: the person or firm who purchases Services from the Supplier.  
7. Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.  
8. Intellectual Property Rights: this comprises patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of,  confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.  
9. Order: the Customer's order for Services as set out in the order page.
10. Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the order page or as communicated to the Client via email. 
11. Specification: the description or specification of the Services provided in writing by the Supplier to the Customer in a quotation or order page. 
12. Supplier: Skyline Social Inc. Supplier Materials has the meaning set out in clause 7.a.vi. 
13. Person: a person includes (i) a natural person, corporate or unincorporated body (whether or not having separate legal personality); (ii) a reference to a party includes its successors or permitted assigns.

2. CONSTRUCTION 

In these Terms, the following rules apply:  

1. all sales are final, and no refunds will be issued for any reason unless otherwise required by applicable law;
2. the Supplier does not provide any warranty or guarantee regarding the results, performance, or outcomes of the services provided. The Supplier's obligation is limited to fulfilling the terms of the contract as outlined in the Specification;
3. the Supplier shall not be liable for any dissatisfaction, lack of results, or changes in circumstances experienced by the Customer as a result of the Services provided;
4. in the event of Service cancellation or termination by either Party, no refunds will be provided;
5. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
6. any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
7. a reference to writing or written includes faxes and e-mails.  

3. BASIS OF CONTRACT 

1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms. 
2. The Order shall be considered accepted only upon the Supplier’s confirmation of successful payment and a confirmation email of acceptance of the Order. This confirmation signifies the establishment of the Contract, effective as of the date of such confirmation (referred to as the "Commencement Date").  
3. The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 
4. Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogs or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
5. These Terms govern the Contract, superseding any other terms that the Customer attempts to impose or include, or that are implied by trade, custom, practice, or previous dealings. 
6. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of twenty (20) Business Days from its date of issue.  

4. SUPPLY OF SERVICES - GENERAL 

1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects or significant requirements. 
2. The Supplier shall use all reasonable endeavors to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.  
3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. 
4. The Supplier warrants to the Customer that the Services will be provided using reasonable effort, care, and skill. 
5. The Supplier has no direct control over how many leads or appointments a Customer gets, so the Supplier does not warrant or guarantee any specific level of performance or results. Examples of results obtained for other clients of The Supplier may be used as a marketing tool and shown to the Customer for demonstrative purposes only and should not be construed by the Customer as indicating any promised results or level of results.

5. CUSTOMER'S OBLIGATIONS  

1. The Customer shall: 

1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;  
2. co-operate with the Supplier in all matters relating to the Services;  
3. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;  
4. obtain and maintain all necessary licenses, permissions, and consents that may be required before the Commencement Date of the Services;  
5. keep and maintain all materials, documents, and other property of the Supplier (Supplier Materials) provided to the Customer in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorization; and  

b. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):  

1. the Supplier shall, without limiting its other rights or remedies, have the right to suspend the performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;  
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in clause 5.b; and  
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.  

6. CHARGES AND PAYMENT 

1. the Customer shall pay the Supplier according to the fee structure set out on the Order page.  
2. for all fees associated with any Customer’s Order, the Customer shall make upfront payment to the Supplier:  

1. all fees are due and payable immediately the Customer places an order before the commencement service; and  
2. in full and in cleared funds to a bank account or any other payment method provided by the Supplier, and  

c. time for payment shall be of the essence of the Contract.  

d. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.  

7. INTELLECTUAL PROPERTY RIGHTS  

1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.  
2. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer's use of any such Intellectual  Property Rights is conditional on the Supplier obtaining a written license from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.  
3. All Supplier Materials are the exclusive property of the Supplier.  

8. CONFIDENTIALITY 

1. The Receiving Party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives that are confidential and have been disclosed to the Receiving Party by the Disclosing Party, its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products, and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents, and subcontractors who need to know it to discharge the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority, or by a court of competent jurisdiction. This clause 8 shall survive termination of the Contract.  

9. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE  

1. Notwithstanding anything to the contrary contained herein, the Supplier shall not be held liable to the Customer for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, which are in any way related to the Services or these Terms, regardless of legal theory (including, without limitation, contract, tort, personal injury, property damage, negligence, warranty, or strict liability). This includes situations where the Supplier has been advised of the possibility or probability of such damages. Even if the remedies otherwise available fail to their essential purposes, the Supplier shall not be responsible for any such damages. Subject to clause 9.a:  

1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and  
2. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount the Customer paid for the Services.  

b. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.  

c. This clause 9 shall survive termination of the Contract.  

10. TERMINATION 

1. Without limiting its other rights or remedies, either Party may terminate the Contract by giving the other Party one (1) month's written notice subject to any minimum fixed term set out in the Contract.  
2. Without limiting its other rights or remedies, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if: 
    

1. the other Party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that Party being notified in writing to do so;  
2. the other Party suspends or threatens to suspend the payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the  meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a  partnership) has any partner to whom any of the foregoing apply;  
3. the other Party commences negotiations with all or any class of its creditors to reschedule any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the  sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent  reconstruction of that other Party;  
4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party;  
5. the other party (being an individual) is the subject of a bankruptcy petition or order;  
6. a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;  
7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to  appoint an administrator is given or if an administrator is appointed over the other Party (being a company);  
8. the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver; 
9. a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;  
10. any event occurs or proceeding is taken with respect to the other Party in any jurisdiction to which it is subject that has an  effect equivalent or similar to any of the events mentioned in clause 10.b.ii to clause 10.b.ix (inclusive);  
11. the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;  
12. the other Party's financial position deteriorates to such an extent that in the Supplier's opinion, the Customer's capability to adequately fulfill its obligations under the Contract has been placed in jeopardy; or  
13. the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.  

c. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within fourteen (14) days after being notified in writing to do so.  

d. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.b.ii to clause 10.b.xiii, or the  Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.  

11. CONSEQUENCES OF TERMINATION 

1. On termination of the Contract for any reason:  

1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;  
2. the Customer shall return all of the Supplier Materials and any Deliverables that have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract; 
3. the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall be unaffected, including  the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or  expiry; and 
4. clauses which expressly or by implication survive termination shall continue in full force and effect.  

12. FORCE MAJEURE 

1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.  
2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.  
3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than eight (8) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.  

13. GENERAL 

a. Assignment and other dealings. 

1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.  
2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.  

b. Notices. 

1. Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party at its registered office (if it is a company), or its principal place of business (in any other case), or such other address as that Party may have specified to the other Party in writing in accordance with this clause, or the last known address of the other Party and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or via e-mail.  
2. A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at any of the addresses referred to in clause 13.b.i; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; (d) or, if sent by fax or e-mail, one Business Day after transmission.  
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.  

c. Severance. 

1. If any provision or part-provision of this Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.  
2. If any provision or part-provision of the Contract is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.  

d. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.  

e. No partnership or agency. Nothing in this Contract is intended to or shall be deemed to, establish any partnership or joint venture between the Parties, nor constitute either Party the agent of the other for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.  

f. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.  

g. Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.  

h. Modification. We reserve the right, at our discretion, to modify these Terms moving forward at any time. Kindly check these Terms regularly for any updates. Any modifications to these Terms take effect immediately after publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

i. Indemnity. The Customer agrees to indemnify, defend, and hold harmless the Supplier, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney's fees, arising out of or in connection with: (a.) Any breach of the agreement by the Customer; (b.) Any violation of applicable laws or regulations by the Customer; (c.) Any negligence, willful misconduct, or fraudulent acts or omissions of the Customer, its employees, agents, or subcontractors; (d.) Any claims of intellectual property infringement related to any materials or content provided by the Customer; (e.) Any injury to persons or damage to property caused by the Customer's products or services; (f.) Any failure by the Customer to comply with health, safety, or environmental regulations; (g.) Any disputes or claims between the Customer and third parties, including customers or suppliers of the Customer. The Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer (without restricting their indemnification obligations concerning that matter). In such an instance, the Customer agrees to cooperate with the Supplier’s defense of that claim.

j. Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the state of Florida. 

k. Jurisdiction. Each Party irrevocably agrees that the courts of Florida shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). 

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