These Terms of Service (the “Terms”) outline the conditions under which you (“Customer”), on behalf of the entity you represent, may use the Services (defined below). These Terms are a binding agreement between SkylarkAI Inc. (“Skylark”) and Customer, and become effective when you do any of the following: (1) click an acceptance box; (2) agree to an order form or other document referencing these Terms; (3) initiate a trial; (4) begin using or pay for the Services; or (5) otherwise indicate your acceptance. By taking any of these actions, you confirm that you possess the authority to legally bind the organization you represent. If you do not have such authority or do not agree with these Terms, you must not accept and may not use the Services.
1. DEFINITIONS
- A. “Applicable Law” refers to all international, federal, state, provincial, local, and other relevant laws, regulations, directives, and governmental requirements that relate to these Terms or the Services provided by Skylark.
- B. “Authorized Users” are the employees and contractors of Customer who have paid the necessary fees for access to and use of the Skylark Platform. Each license is assigned to an individual user and cannot be shared or reallocated among multiple users.
- C. “Skylark API” means Skylark’s proprietary toolkit (including any application programming interface, along with associated source code, documentation, and development resources) that facilitates building, deploying, managing, and training generative AI solutions. This may be accessed via Skylark’s website or any other channel determined by Skylark (for example, Skylark’s developer portal).
- D. “Skylark Platform” refers to Skylark’s proprietary software-as-a-service AI system that streamlines data collection and analysis.
- E. “Confidential Information” indicates any information labeled or reasonably regarded as confidential under the circumstances, and is exchanged by one party (the “Discloser”) with the other party (the “Recipient”) in connection with these Terms. Confidential Information excludes information that the Recipient can demonstrate: (1) was independently developed by the Recipient; (2) was provided lawfully by a third party with no confidentiality requirement; or (3) became public knowledge without any fault of the Recipient. Skylark’s Confidential Information includes the Documentation and non-public details about Skylark Platform features and performance. Customer’s Confidential Information includes all Customer Data.
- F. “Customer Data” refers to any non-public content or data that the Customer or its Authorized Users upload to the Skylark Platform or that is provided to Skylark by or for Customer while receiving the Services. It does not include Usage Data, support communications, or any submitted feedback.
- G. “Documentation” consists of user-facing materials for the Skylark Platform (for example, manuals and online help files) that Skylark makes available.
- H. “Intellectual Property Rights” are all types of proprietary rights worldwide, including patent rights, copyrights, moral rights, trademarks, trade secrets, and any other intellectual property rights of a similar nature.
- I. “Order” means any written or electronic ordering document (including addenda) signed between Skylark and Customer that identifies the Services and applicable subscription plan.
- J. “Order Term” is the duration specified in the relevant Order during which the Customer may utilize the Services under those terms.
- K. “Service Limitations” are any usage constraints specified in an Order, including limitations on the number of Authorized Users or end users within the Customer’s environment.
- L. “Services” covers Skylark’s provision of the Skylark Platform, Support Services, and any other services detailed in the relevant Order.
- M. “Usage Data” comprises information about how the Skylark Platform is accessed and utilized, including aggregated or de-identified metrics that do not identify the Customer or its Authorized Users.
2. SERVICES
- A. Access to the Skylark Platform. Upon receipt of all required fees and adherence to these Terms, Skylark grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license, valid during the Order Term, for Authorized Users to use the Skylark Platform within Customer’s business operations and in accordance with any Service Limitations and the Documentation. Skylark may periodically update or modify the Skylark Platform to better serve its overall user base.
- B. Registration. To access the Services, Customer must create and maintain an account with Skylark. Customer attests that all registration information is true, accurate, and complete. Skylark reserves the right to decline registrations or discontinue providing Services if legally permitted to do so.
- C. Orders. Each Order is governed by and included under these Terms. If there is a conflict between these Terms and any Order, these Terms will generally control unless the Order explicitly states that specific Order provisions supersede these Terms.
- D. API License. Subject to Customer’s compliance with these Terms and payment of all applicable fees, Skylark grants a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license during the Order Term for Customer to (1) call and receive calls from the Skylark API solely for approved functionality as set forth in an Order, and (2) internally copy and modify the Skylark API to create integrations between Customer’s systems and the Skylark Platform, in each instance according to the Documentation.
- E. Support Services. As long as the Customer has paid all applicable fees and complies with these Terms, Skylark will provide Customer with email-based and in-application support, or as otherwise specified in the Order (“Support Services”).
- F. Subcontractors. Skylark may use third parties or subcontractors to fulfill its responsibilities under these Terms, including data processing. Skylark remains liable for subcontractor actions, unless otherwise stated in an Order. Customer may be asked to supply its own API keys for certain features and must comply with the relevant third-party terms, provided such terms do not conflict with these Terms.
3. USE RESTRICTIONS AND RESPONSIBILITIES
4. INTELLECTUAL PROPERTY AND DATA
A. Content
- 1. Input and Output. Certain functions within the Services allow Authorized Users to provide “Input” (for example, documents uploaded to the Skylark Platform) and to receive corresponding “Output” generated from such Input. Collectively, Input and Output are “Content.” Subject to Applicable Law, the Customer retains ownership of all Input. Where permissible by law and relevant licensing, and subject to Customer’s compliance with these Terms, Skylark assigns its interest in Output to the Customer; however, Skylark may use Content to operate, enhance, and maintain the Services, share it with relevant Third-Party Software providers, comply with Applicable Law, or enforce its terms.
- 2. Accuracy. Due to the nature of AI systems, some Output may be inaccurate. Customer understands it must verify the correctness of any Output, for example through human review or other validation methods.
- 3. Responsibility for User Content. Customer is fully responsible for its Input and any results arising from providing such Input. Skylark is not obligated to keep Input confidential unless it qualifies as Customer Data, nor is Skylark liable for any public or unauthorized disclosure of Input. Skylark may remove or change Input for any reason. Except for Customer Data or as expressly allowed here, Skylark does not endorse and is not responsible for Customer’s Input.
- B. Customer Data. Customer retains ownership of Customer Data, along with related Intellectual Property Rights. Skylark’s access to Customer Data is confined to the rights outlined in these Terms. Customer grants Skylark (including subcontractors) a worldwide, irrevocable, non-exclusive, royalty-free license to host, copy, modify, create derivative works from, and otherwise process Customer Data as needed to provide the Services and as governed by Customer’s account settings and chosen functionality.
- C. Skylark IP. Skylark and its licensors own all rights in the Skylark Platform, Documentation, and Usage Data, together with the associated Intellectual Property Rights (collectively, “Skylark IP”). No ownership interests in Skylark IP are transferred to the Customer under these Terms.
- D. Feedback. Should the Customer offer suggestions, comments, or other input about the Services (“Feedback”), the Customer assigns all rights in that Feedback to Skylark, allowing Skylark to use it freely without obligation.
- E. Usage Data. Skylark may gather and analyze Usage Data and other metrics tied to the Skylark Platform’s performance. Skylark can use this data for any lawful purpose, including to refine and improve the Services or to develop additional products and features.
5. CONFIDENTIALITY
Each party, as the Recipient of Confidential Information from the other (the Discloser), will implement reasonable measures to protect such Confidential Information and will refrain from divulging or using it except as explicitly authorized under these Terms. Recipient may only share the Discloser’s Confidential Information with employees or representatives who have a valid “need to know” basis for fulfilling these Terms, and the Recipient is accountable for ensuring compliance by those individuals. Confidential Information excludes data that becomes publicly available without fault of the Recipient, is independently developed by the Recipient, or is rightfully received from a third party without confidentiality obligations. These confidentiality obligations survive for five years following the date of disclosure (or, for trade secrets, so long as the information remains a trade secret), except where disclosure is required by Applicable Law.
6. FEES AND PAYMENT
A. Fees and Payment.
- 1. The Customer must pay all fees described in each Order for the Services (“Fees”). If Customer’s usage exceeds its subscribed limits (for example, higher user counts than those specified in the Order), any additional charges will apply as per Skylark’s then-current pricing structure. If usage surpasses the highest tier Skylark offers, Skylark may restrict usage or permit usage at its discretion. Skylark has the right to adjust Fees or add new charges at the end of any initial or renewal Order Term with at least 30 days’ notice to Customer. If Customer believes Skylark has issued an incorrect charge, Customer must contact Skylark within 30 days of the statement date. Fees are non-refundable except as explicitly stated otherwise.
- 2. Skylark may change the Fees at its discretion; such changes typically take effect at the start of the next billing cycle. Skylark will provide advance notice, enabling the Customer to discontinue the Services before the new Fees apply. Ongoing use of the Services constitutes acceptance of any Fee adjustments.
- 3. If not otherwise noted in the Order, recurring subscription charges are due within 30 days after the end of the month in which they’re incurred. Overdue invoices can incur interest at the lesser of 1.5% monthly or the maximum rate permitted by law, plus related collection costs, and could result in restricted access. Customer must pay all Fees in U.S. Dollars.
- B. Payment Processing. Skylark may require Customer to pay using a credit card, debit card, or other payment mechanism administered by a third-party (“Payment Processor”). By providing Skylark or the Payment Processor with payment information, Customer authorizes recurring billing as dictated by the Order. If Skylark uses Stripe, Inc. (“Stripe”) as its Payment Processor, the Stripe Services Agreement (including the Stripe Connected Account Agreement and Stripe’s Terms of Service) also applies. The Customer agrees to keep its payment credentials accurate and up to date.
- C. Taxes. Except for taxes on Skylark’s net income, the Customer is responsible for all taxes, duties, or similar charges connected to the Services.
7. TERM AND TERMINATION
A. Term. These Terms start on the date of the first active Order and continue until ended pursuant to these Terms (“Term”). If an Order does not specify a term length, the default term is one month. Orders automatically renew for successive periods of the same length, unless a party provides at least two (2) business days’ advance written notice of non-renewal.
- B. Termination for Breach or Insolvency. Either party may end these Terms or an Order if the other party commits a material breach that is either incurable or not remedied within 30 days of receiving notice. Skylark may immediately terminate or suspend these Terms, without a cure period, if Customer violates Section 3.A or any provision relating to Skylark’s Intellectual Property Rights or Confidential Information. Skylark may also terminate if the Customer is subject to bankruptcy, insolvency, or similar proceedings.
- C. Effect of Termination. Any termination or expiration automatically ends all active Orders, although terminating a single Order does not necessarily terminate all Orders unless otherwise stated. Upon termination or expiration, all rights granted to Customer under these Terms or the specific Order will cease. Neither party is liable to the other for termination under these Terms if performed in accordance with the Terms. Termination does not negate any existing liabilities for events before the termination date.
- D. Post-Termination Obligations. After termination or expiration, Skylark will, for 30 days, permit Customer to retrieve any stored Customer Data. After this 30-day period, Skylark will delete the Customer Data. No refunds are provided for any prepaid Fees, and the Customer must pay all outstanding usage charges. Sections addressing ownership, confidentiality, payment obligations, indemnification, and liability limitations survive termination, along with any other provisions inherently meant to remain in effect.
8. WARRANTIES AND DISCLAIMER
A. Mutual Warranties. Each party guarantees that:
- 1. These Terms are legally binding and enforceable.
- 2. No additional third-party approvals are required for valid execution and fulfillment of these Terms.
- 3. Entering into these Terms does not breach any other agreement or legal requirement applicable to that party.
B. Skylark Warranty. Skylark represents that:
- 1. The Services will be conducted in a professional manner consistent with industry standards.
- 2. Skylark has the rights to permit Customer’s authorized use of the Skylark Platform as described in these Terms.
C. Customer Warranty. Customer warrants that:
- 1. It holds the necessary rights and consents to permit Skylark’s use of all data provided (including Input) in accordance with these Terms.
- 2. Such usage does not violate the rights of any third party (including Intellectual Property Rights or privacy interests).
- 3. Customer will use the Skylark Platform according to the Documentation and Applicable Law.
- 4. All Authorized User data and registrations will be accurate and valid.
- 5. Customer will not submit any confidential third-party information as Input unless properly authorized.
D. Combinations. Skylark is not liable for any claim of Intellectual Property infringement if caused by:
- 1. Use of the Skylark Platform with products or services not supplied or recommended by Skylark.
- 2. Requirements specified by Customer.
- 3. Use of the Skylark Platform outside these Terms or beyond the licensed scope.
- 4. Failure to follow Skylark’s Documentation.
- 5. Modifications not made or authorized in writing by Skylark.
- E. Disclaimer. Except for the limited warranties stated in this Section 8, the Skylark Platform, Services, and Documentation are provided “as is.” Skylarkdisclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Skylark does not guarantee that the Skylark Platform will meet Customer’s needs, function error-free, or operate uninterrupted. Skylark offers no warranties regarding Third-Party Software. Certain jurisdictions do not permit the exclusion or limitation of implied warranties, so those limitationsmay not apply in some cases.
- F. Beta Features. Skylark might provide “alpha” or “beta” features (collectively “Beta Features”), which are offered “as is” and with no assurance of future availability. Use of Beta Features is at the Customer’s own risk.
9. INDEMNIFICATION
A. Defense. At Skylark’s request, Customer will defend Skylark and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, “Skylark Indemnified Parties”) from any third-party claim, lawsuit, or proceeding arising out of Customer’s breach of Section 3 (Use Restrictions and Responsibilities) or Section 8 (Warranties and Disclaimer) (“Customer Indemnifiable Claim”). If Skylark requests a defense, Skylark must promptly notify Customer, provide Customer with reasonable cooperation, and allow Customer to control the defense and settlement, provided Customer does not admit any fault or liability on Skylark’s part without Skylark’s consent. Skylark may participate in the defense at its own expense.
- B. Indemnification. Customer must reimburse the Skylark Indemnified Parties for any settlement amounts or court judgments (including reasonable attorneys’ fees) resulting from the Customer Indemnifiable Claim.
- C. IP Infringement. If the Skylark Platform is found—or Skylark anticipates it could be found—to infringe any third-party Intellectual Property Rights, Skylark may at its own expense (1) make the Skylark Platform non-infringing, or (2) procure a license allowing continued usage. If neither option is feasible, Skylark may terminate these Terms. This subsection states Skylark’s entire liability and Customer’s only remedy for any alleged infringement related to the Skylark Platform.
10. LIMITATIONS OF LIABILITY
A. Exclusion of Damages. Skylark will not be liable for any indirect, incidental, special, or consequential damages (including loss of profit or business) arising from or related to these Terms, even if advised of the possibility of such damages.
- B. Damages Cap. In no event will Skylark’s total liability of any kind arising from these Terms exceed the total fees paid by Customer to Skylark under these Terms in the 12 months preceding the claim, minus any liabilities already incurred by Skylark in that period.
- C. Applicability. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. This Section applies to the fullest extent allowed under Applicable Law.
11. ARBITRATION
Any dispute or claim related to these Terms that cannot be resolved through direct negotiation will be settled by binding arbitration (“Arbitration”) at the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures by a single arbitrator chosen according to those rules, and conducted in English in New York, New York. The arbitrator’s decision will be final, and a court with proper jurisdiction may enter judgment on the award. The proceedings and the outcome are treated as Confidential Information. The arbitrator will not have authority to award punitive damages against any party. Nothing in this Section prevents either party from seeking injunctive relief or filing a suit in court to address an intellectual property infringement claim.
12. MISCELLANEOUS
A. Publicity. Skylark may publicly identify Customer as a client, and may use Customer’s name, trademark, or logo in promotional materials, sales presentations, or other public communications.
- B. Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 11 (Arbitration), any legal proceeding arising from these Terms must be brought in New York, New York.
- C. Injunctive Relief. A breach of Section 3 (Use Restrictions), Section 4 (Intellectual Property and Data), or Section 5 (Confidentiality) could cause irreparable harm. The affected party may seek equitable relief, including an injunction, in addition to other available legal remedies.
- D. Further Assurances. Each party will cooperate and execute any additional documentation needed to realize and protect the other party’s rights under these Terms.
- E. Attorneys’ Fees. In any action to enforce these Terms, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.
- F. Assignment. Customer may not assign or transfer these Terms without Skylark’s prior written consent. Any attempted assignment without consent is void. Skylark may assign these Terms freely. These Terms bind and benefit the parties’ permitted successors and assigns.
- G. Severability. If any provision is deemed invalid or unenforceable, the remainder of these Terms remains intact.
- H. No Waiver. Failure to exercise a right or delay in enforcing a right under these Terms does not constitute a waiver of that right.
- I. Entire Agreement. These Terms (including the Privacy Policy and any Orders) constitute the full understanding between the parties regarding the subject matter. Any other statements or provisions—such as extra terms in a purchase order—are void. Trade usage or other common practices do not modify these Terms.
- J. Amendment. Any change to these Terms must be in writing, signed by both parties, clearly stating that it modifies these Terms.
- K. Relationship. The parties are independent contractors. These Terms do not establish an agency, partnership, or joint venture.
- L. No Third-Party Beneficiaries. There are no third-party beneficiaries underthese Terms.
- M. Notices. Any required notices under these Terms must be in writing and will be deemed delivered (1) immediately upon personal delivery or courier service; (2) three business days after mailing via registered or certified U.S. mail (return receipt requested); or (3) upon confirmation of receipt if by email. Either party may update its notice address by giving appropriate
notice.
Notices to Skylark must be sent to:
SkylarkAI Inc.
101 Greenwich St, New York
NY 11771
Email: support@skylarkai.com
Attn: Legal - N. Force Majeure. Skylark is not responsible for delays or failures caused by events outside its reasonable control (“Force Majeure Event”). If Skylark cannot fulfill its obligations for more than 30 consecutive days due to a Force Majeure Event, either party may terminate these Terms.
- O. Interpretation. If these Terms are translated for convenience and there isa discrepancy, the English version prevails. Headings are for reference only and do not affect interpretation. “Including” means “including without limitation.”
- P. Counterparts. These Terms may be signed in counterparts, each treated as an original, but taken together they represent one and the same agreement.
