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    Welcome to the Skyhook location experience! Subject to any other agreement that You enter into or have entered into with Skyhook, the terms set forth below (the “Terms”) apply to Your use of Skyhook Products, the Skyhook website, and the My.Skyhook customer portal (collectively, the “Skyhook Services”). These Terms, the Skyhook Privacy Policy (available at /privacy), as well as any Order, written license agreement or other contract which incorporates these Terms by reference, constitute the entire agreement between Customer and Skyhook (the “Agreement”). To the extent that there is a conflict between these Terms and any Order or written license agreement, the terms of the Order or written license agreement govern.

    PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS, EITHER BY EXECUTING AN ORDER, CLICKING A BOX INDICATING ACCEPTANCE, OR BY USING THE SKYHOOK SERVICES, CUSTOMER HEREBY ACCEPTS THESE TERMS, INCLUDING ALL POLICIES AND GUIDELINES REFERENCED AND HEREBY INCORPORATED INTO THESE TERMS. THESE TERMS, INCLUDING ANY ORDER OR WRITTEN LICENSE AGREEMENT, CONSTITUTE A BINDING LEGAL AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SKYHOOK SERVICES. IN ADDITION, YOU MAY NOT ACCESS THE SKYHOOK SERVICES IF CUSTOMER IS A SKYHOOK COMPETITOR.

    These Terms are deemed entered into as of the earliest of the date that Customer accepts the Terms, the date set forth on an Order or written license agreement, or the date on which Customer downloads, installs, activates or uses any Skyhook Products made available to Customer.

    Definitions

    “Access Keys” means confidential security keys provided by Skyhook to Customer for its use of any Skyhook Product.

    “API Request” means a request for information to any application programming interface provided or offered by Skyhook.

    “API Results” means a calculated output provided in response to an API Request, which may include a geographic location (e.g., latitude/longitude), velocity, bearing, altitude, number of access points, horizontal positioning error, venue identity, and/or demographic or behavioral segments.

    “Commercial Use” means any business-related use, such as advertising, analysis, logistics, promotion, creating web pages, integration into product, software or other business related tools etc., and strictly excludes any illegal, immoral or defamatory purpose. Commercial Use shall include any internal business use as well as public-facing uses.

    “Customer” or “You” or “Your” means the individual or entity that has agreed to these Terms via any of the methods stated above.

    “Customer Product” means any Customer product, service or offering which accesses, uses or integrates any of the Skyhook Services.

    “Data” means any text file, Excel file, CSV file, JSON file, JSON string as obtained from API Requests, zipped folder, utility, tool, or other computer or program code that contains data of any nature, that is provided by Skyhook. Without limiting the foregoing, Data may include location-related data, including Wi-Fi/802.11, cell radio, IP address, and venue data, aggregate location activity, foot traffic data, or audience segmentation data.

    “Documentation” means any implementation guides, integration assistance information and other user documentation regarding the Skyhook Services that are provided by Skyhook to Customer in electronic or other form.

    “Evaluation” means the internal testing of the Skyhook Services (including any data or software) for possible Commercial Use.

    “Evaluation Period” means sixty (60) days from the download or provision of any Skyhook Product, which may be extended only by agreement of the parties.

    “Integrated Solution” means any combination or use of a Skyhook Product with a Customer Product.

    “IP Address” means a unique string of numbers separated by periods that identifies each computer or device using the Internet Protocol to communicate over a network.

    “License Fees” means any amounts payable (usually set forth in an Order) by Customer to Skyhook for Customer’s use of the Skyhook Services.

    “Marks” means any trade name, trademark, service mark, logo, trade dress, or other name or mark owned or licensed by a party hereto and that is protected or protectable under the laws of any jurisdiction.

    “My.Skyhook” means a web-based platform offered by Skyhook that enables Customer to setup and manage its Skyhook account, manage proximity campaigns, and access and view certain data and analytics related to Customer’s use of Skyhook Products.

    “Order” means any ordering documents or statements of works that incorporate these Terms and which permit the use of Skyhook Products for Commercial Use (or other defined use), and which control the delivery of any Skyhook Products to Customer.

    “Skyhook Product(s)” means any Skyhook material (including Data, Software or other content) that is made available for download or use by Customer, or which is specified or described in an Order or Statement of Work.

    “Skyhook Server” means server software hosted by Skyhook operating as a networked service to facilitate the delivery of the Skyhook Products.

    “Software” means any software development kit (“SDK”), application programming interface (“API”), Access Key(s), and related documentation along with any updates, upgrades or bug fixes thereof that are part of, or needed to operate, a Skyhook Product.

    “Unique Device ID” means an alpha-numeric identifier that uniquely identifies a computer, IP address or mobile device. Unique Device ID may include, but is not limited to an IDFA for iOS or an Android ID for Android devices.

    Licenses

    Evaluation License

    In the event that You have opted to perform an Evaluation of any Skyhook Product, then subject to full compliance with the Terms and for the Evaluation Period only, Skyhook grants You a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to access, use, incorporate and integrate the Skyhook Products into Your application, software, or device SOLELY FOR PURPOSES OF CONDUCTING AN INTERNAL, NON-PUBLIC EVALUATION of the performance, commercial value and usability of the Skyhook Products.

    Customer acknowledges that during the Evaluation Period, usage of the Skyhook services may have limitations on API Request volume, velocity, and/or data access. If there is a need to increase or remove any limits during the Evaluation Period, You may e-mail support@skyhookwireless.com.

    Commercial Use License

    In order to distribute any Skyhook Products for Commercial Use (or to use any Skyhook Products beyond the allotted Evaluation Period), you must enter into a valid Order or written license agreement with Skyhook. In the event that such Order incorporates these Terms by reference, the following Commercial Use license shall apply:

    Subject to full compliance with these Terms and the terms and conditions of any Order (including payment of any License Fees), upon entry into an Order, Skyhook grants to Customer a non-exclusive, non-transferable, worldwide license:

    1. to install, embed and use the ordered or identified Skyhook Product with your Customer Product in order to develop the Integrated Solution;
    2. to use Software that is part of the ordered or identified Skyhook Product to access any Skyhook Server only with the unique Access Keys provided by Skyhook;
    3. to use any API provided by Skyhook as part of the ordered or identified Skyhook Product (and related information and documentation) as it currently exists to develop and distribute the Integrated Solution;
    4. to market, promote, advertise, sell, distribute, publicly display and perform, sublicense and otherwise make available the Integrated Solution to end customers.

    Restrictions

    In connection with any use of the Skyhook Products, Customer agrees that will not (nor authorize any third party to):

    • Expose, duplicate, modify, decompile, disassemble or otherwise attempt to copy any Skyhook Product (including Software or Data);
    • ​Change, modify, adapt, translate, reverse engineer, disassemble or decompile any Skyhook Product (including Software or Data), or otherwise create derivative works based on the Skyhook Product (including Software or Data) made available under these Terms;
    • Assign, rent, exchange, lend, lease or sublease any Access Keys, Software, Data or any copies thereof;
    • Sell or transfer or assign any Skyhook Product (including Software or Data) made available under these Terms, or any copies thereof;
    • Conduct load, performance, scalability, concurrent usage and/or any other testing of the Skyhook Products or Skyhook Server. Skyhook reserves the right to limit the number and/or frequency of API Requests in its sole discretion or to block or throttle any such suspected use, with or without notice, and without any liability to Skyhook;
    • ​Use any Skyhook Product (including Software or Data) available under these Terms for competitive purposes such as evaluating performance or functionality without Skyhook’s prior written consent.

    Use of Collected Data

    Skyhook’s privacy policy (/privacy) explains how we treat and protect any data that is provided to Skyhook in connection with Customer’s use of the Skyhook Services. By agreeing to these Terms and using the Skyhook Services, unless otherwise set forth in an Order, You agree that Skyhook can (and, to the extent necessary, you hereby grant Skyhook a perpetual, irrevocable, royalty-free license to) use all such collected data (including any API Request data, Unique Device IDs and GPS, Wi-Fi/802.11, cellular tower, IP address and other location-related information) for any purpose in accordance with our privacy policy.

    End User Terms and Privacy

    Customer shall be responsible for entering into a binding agreement for any Integrated Solution that is distributed to end users or customer, the terms of which will be at least as protective of the Integrated Solution as the restrictions set forth herein. If Customer learns of any breach of a license granted by Customer with respect to the Integrated Solution, Customer shall immediately notify Skyhook in writing of the breach. Customer agrees to cooperate with Skyhook as to any corrective action.

    Customer agrees that as part of any terms or implementation of a Skyhook Product, it will provide notice to, and where necessary, obtain consent from, end users regarding the scope of collection and sharing of data with Skyhook and third parties, including, for example, Unique Device IDs, IP Addresses and location information. For users in the European Union, Customer shall provide such users with clear notice of, and obtain such users’ consent to, the transfer, storage, and use of their information in the United States, and shall further notify such users that the privacy and data protection laws in some of these countries may vary from the laws in the country in which such users live. Customer represents and warrants that its use of the Skyhook Products will be at all times in compliance with applicable law, and that it will prominently display a privacy policy that describes to users the information that is collected by Customer, Skyhook and any Integrated Solution.

    Fees and Payment

    1. License Fees. All License Fees for use of Skyhook Products will be set out in an Order. All License Fees are stated and solely payable in U.S. Dollars. Unless otherwise expressly stated in an Order, Customer agrees to pay the fees in full, annually, in advance.
    2. Payment. Customer must pay Skyhook within 30 days of receipt of an invoice, and must pay via wire transfer, electronic ACH transfer, or check. All charges are non-refundable and not subject to setoff unless expressly stated otherwise, or otherwise provided by applicable law. Customer is solely responsible for any bank fees, interest charges, finance charges, over-draft charges, or other fees resulting from charges billed by Skyhook.
    3. Taxes. Fees quoted do not include taxes, and Customer agrees to pay all sales/use, gross receipts, value-added, GST, personal property or other tax (including any interest and penalties) with respect to the transactions and payments under this Agreement, other than taxes based on Skyhook’s net income or profits.
    4. Reporting. For any Order that includes a Commercial Use license, reporting shall be performed in compliance with the terms of the Order.
    5. Late Payments. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law.

    Term and Termination

    1. Term. This Agreement shall commence on the Effective Date and continue in effect thereafter until the later of (i) the end of the Evaluation Period, or (ii) if there is one or more existing Order(s) then in effect, upon the expiration of the last to expire of such existing Order (the “Term”).
    2. Renewals. Unless otherwise stated, each Order will be extended automatically for additional terms of one (1) year each (each “Renewal Term”) at the end of the Term unless either party gives written notice of non-renewal at least ninety (90) days prior to the end of the then current Term.
    3. Termination. In addition to any termination rights set forth in an Order or written license agreement, either Party shall be entitled to immediately terminate this Agreement or suspend any rights granted hereunder or in an Order upon notice to the other in the event that: (i) the other Party breaches any material term of this Agreement; or (ii) upon the other Party's dissolution, liquidation, or the appointment of a receiver, trustee, custodian, or similar agent for the Party's business or property. In the event that Licensor terminates this Agreement for breach, all amounts due or to become due under this Agreement shall immediately become due and payable.
    4. Effect of Termination. Upon any expiration or termination of the Term, unless otherwise set forth in an Order or written license agreement, Customer’s license rights shall terminate and it must immediately cease use of the applicable Skyhook Product, and delete (or, at Skyhook’s request, return) any and all copies of the Skyhook Product (or related Data or Software or other Confidential Information) in Customer’s possession, custody or control. In addition to those provisions which by their nature are intended to survive any termination or expiration of these Terms, the following Sections will survive any expiration or termination: Use of Data; Restrictions; Fees and Payment; Term and Termination; Confidentiality; Warranty Disclaimer; Limitation of Liability; Indemnification; Choice of Law; Assignment; and Changes to these Terms.

    Use of My.Skyhook and My.Skyhook Content

    In connection with your evaluation of the Skyhook Products, or with the distribution of any of the Skyhook Products pursuant to the terms of an Order, Skyhook may make available in the My.Skyhook materials related to your use of the Skyhook Products, including location and user context-based analytics reports (“My.Skyhook Content”). Skyhook shall own and retain all right, title and interest in and to My.Skyhook Content, but hereby grants to Customer a nonexclusive, limited, non-transferable, revocable license to use the My.Skyhook Content in connection with the evaluation and distribution of Skyhook Products. Customer agrees that it will use My.Skyhook for any other commercial or non-commercial purposes or in any way that is unlawful or harms Skyhook, or could damage, disable, or interfere with My.Skyhook.

    Account Registration and Settings

    n consideration for the use of the Skyhook Services, Customer agrees to provide accurate, current, and complete information during the contract process, account registration and ongoing use of the Skyhook Services, and to update and keep all such information accurate, current and complete at all times. Customer is responsible for maintaining the confidentiality of its account and password and for restricting access to any computer, and further agrees that Customer is responsible for all activities that occur under its account, Access Key or password.

    Confidentiality

    In connection with Customer’s use of the Skyhook Services (including any Evaluation of a Skyhook Product), you acknowledge that the Skyhook Products are and contain information proprietary to Skyhook (“Confidential Information”) and agree not to disclose any such Confidential Information except to your employees, consultants and advisors who are legally bound to maintain the confidentiality of the Software and Data and such related information. These restrictions will not apply to any information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party not obligated to maintain it in confidence; (c) is published or otherwise made known to the public by Skyhook; (d) you generated independently before receiving it, as evidenced by pre-existing records; or (e) is required to be disclosed under any law, governmental rule or regulation or a valid court order. You acknowledge that any breach or violation of this provision will cause irreparable harm to Skyhook and that damages are not an adequate remedy. To the extent that Customer shares any Confidential Information with Skyhook, the same restrictions and obligations set forth above shall apply to Skyhook’s receipt and use of Customer’s Confidential Information.

    Warranty Disclaimer

    SKYHOOK PROVIDES THE SKYHOOK SERVICES (INCLUDING ANY SKYHOOK PRODUCT) “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKYHOOK MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SKYHOOK SERVICES OR THE SOFTWARE, DATA OR CONTENT INCLUDED THEREIN AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SKYHOOK SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER EXPLICITLY ACKNOWLEDGES THAT AN INDIVIDUAL LOCATION DETERMINATION TRANSACTION IS SUBJECT TO A NUMBER OF ENVIRONMENTAL FACTORS AND VARIABLES THAT ARE UNIQUE TO THE TIME, PLACE, SETTING AND AREA FOR EACH SPECIFIC USER. SKYHOOK EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN THE EVENT ANY PART OF THE SKYHOOK PRODUCT IS USED AS PART OF AN EMERGENCY LOCATION SOLUTION OR ANY DATA OR LOCATION RESULT IS INCORRECT OR YIELDS AN ERRONEOUS RESULT.

    Indemnification

    1. Skyhook Indemnification. Except as provided below, Skyhook agrees to (a) defend Customer against any allegation demand, claim, action, proceeding or suit (each, a “Claim”) by a third party that Customer’s authorized use of the Skyhook Services infringes any US patent or copyright or misappropriates any trade secret of such third party and (b) indemnify Customer for settlement amounts or damages, liabilities, costs and expenses, including reasonable attorneys’ fees (“Losses”) awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement arising out of such Claim; provided, that (i) Customer promptly provides Skyhook with written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Skyhook shall have sole control and authority to defend, settle or compromise such Claim. If the Skyhook Services becomes or, in Skyhook’s opinion, are likely to become, the subject of any injunction preventing its use as contemplated herein, Skyhook may, at its option (1) obtain for Customer the right to continue using the Skyhook Services or (2) replace or modify the Skyhook Services so that they become non-infringing without substantially compromising the principal functions. If (1) and (2) are not reasonably available to Skyhook, then it may terminate this Agreement upon written notice to Customer and refund to Customer any unused prepaid License Fees, pro-rated for the remainder of the prepaid period. Skyhook shall have no liability or obligation to Customer hereunder with respect to any Claim or Loss to the extent based upon (a) any unauthorized use of the Skyhook Services, (b) any modification or combination of the Skyhook Services with data, software, hardware, or systems not provided by Skyhook, (c) any portion of the Service that implements Customer’s specific requirements, (d) Customer’s continuing allegedly infringing activity after being notified to cease use as provided for herein or (e) Customer’s continuing use of any version of a Skyhook Product after being provided modifications that would have avoided the alleged infringement. The foregoing states the sole and exclusive liability of Skyhook, and Customer’s sole and exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the Service or any part thereof or by its use or operation.
    2. Customer Indemnification. Customer agrees to (i) defend Skyhook against any Claim by a third party that results from or arises out of any violation of any third party’s (including any of Customer’s end users) privacy right from Customer’s use of the Skyhook Services; and (ii) indemnify Skyhook for any Losses awarded by a court of competent jurisdiction or agreed to as part of a monetary settlement and arising out of such Claim; provided, that (i) Skyhook promptly provides Customers with written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Customer shall have sole control and authority to defend, settle or compromise such Claim.

    Limitation of Liability

    IN NO EVENT WILL SKYHOOK BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST SKYHOOK WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SKYHOOK SERVICES AND ANY ASSOCIATED SKYHOOK PRODUCT, SOFTWARE OR DATA.

    Choice of Law; Location for Resolving Disputes

    The laws of the Commonwealth of Massachusetts govern these Terms and any dispute or claims for enforcement, breach or violation of duties or rights under these Terms, without reference to conflict of laws principles. Both Parties hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Boston, Massachusetts, USA in all disputes arising out of or relating to the use of the Skyhook Services or these Terms.

    Assignment

    Either Party shall have the right to assign these Terms provided that such Party provides prior written notice of such assignment to the other Party and receives consent.

    Waiver & Severability

    No waiver of a Party’s rights shall be effective unless such waiver is in writing signed by the waiving Party. If any provision of these Terms or the application of such provision to any person or circumstance shall be held invalid, illegal, against public policy or is otherwise unenforceable, the remainder of these Terms or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

    Notices

    All notices given or required hereunder shall be in writing and sent by email, or first class mail or equivalent directed to the addresses provided by each Party. Either Party may change its notice contact information at any time by giving notice of the new contact information as provided herein.

    Entire Agreement

    These Terms (together with any Order) constitute the complete understanding and agreement of the Parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with respect to the subject matter of these Terms. Any modification or amendment of any provision of these Terms will be effective only if in writing and signed by an authorized representative of both Parties.

    Force Majeure

    Neither Party shall be responsible for any failure to perform its obligations under these Terms, if it is prevented or delayed in performing those obligations by an event of force majeure.  Where there is an event of force majeure, the Party prevented from or delayed in performing its obligations under this contract must immediately notify the other Party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that party from, or delaying that Party in performing its obligations under these Terms and that Party must use its reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the contract and to fulfill its or their obligations under these Terms.  As used herein, force majeure shall include any event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, an “act of God” (e.g., flooding, earthquake, or volcanic eruption) or a governmental action or change in law that materially impacts provision of location-based services or a Skyhook Product.