Terms of Service

These terms cover your use of Skiply's website and platform. If your company has signed a separate agreement with us, that agreement controls and these terms fill in the gaps.

A few points worth reading before the full text:

Skiply produces estimates. Condition assessments, resale values, and routing recommendations are informed predictions, not guarantees. You decide what to do with them.

Our product is early. Pilots and evaluations are provided as-is, with no warranty or uptime commitment. You own your data. We own our platform and our models.

We do not control the resale channels an item gets routed to, and we are not a party to what happens there. Our liability is capped at what you paid us in the prior twelve months.

The full terms below are what govern.

These Terms of Service (the "Terms") are a contract between you and Skip Industries, Inc., a Delaware corporation doing business as Skiply ("Skiply," "we," "us"). They apply to your access to skiply.ai, our applications, our APIs, and the returns intelligence platform we provide (together, the "Services").

By using the Services, creating an account, or signing an order form that references these Terms, you agree to them. If you are agreeing on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

Order of precedence.
‍ If you and Skiply have signed a master services agreement, subscription agreement, order form, or data processing agreement, that document controls to the extent it conflicts with these Terms. Otherwise these Terms apply in full.

Skiply's platform assesses returned products using computer vision and related models, and recommends a disposition channel for each item. Depending on your configuration, this may include capture through a shopper-facing flow, capture by your staff or logistics partners, or ingestion of images and order data through our API.

Subject to these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription term or evaluation period.

We are continuously improving the Services and may add, change, or remove features. We will not make a change that materially reduces core functionality during a paid term without notice to you.

Early access, pilots, and evaluations.
Skiply is an early-stage product. Some or all of the Services may be offered to you as a pilot, beta, trial, design partnership, or other pre-release arrangement ("Early Access Services"). Early Access Services are provided for evaluation, may be incomplete or unstable, may change or be discontinued at any time, and are provided without any warranty, service level, support commitment, or uptime obligation, whether or not a fee is charged. We may limit volume, features, or availability. Data processed through Early Access Services may be subject to different retention or deletion timelines, which we will tell you about before you send us production data. If you use Early Access Services, do so understanding that outputs may be less accurate than a generally available product and that you should validate results before relying on them.

You are responsible for the accounts you and your users create, for keeping credentials secure, and for everything that happens under your accounts. Tell us promptly at info@skiply.ai if you suspect unauthorized access.

You are responsible for your users' compliance with these Terms. If you give a logistics partner, agency, or contractor access to your instance, their actions count as yours.

You must be at least 18 and legally able to enter contracts.

If you deploy a Skiply-powered capture flow to your customers, you are responsible for the customer relationship and for the legal basis to collect and share the data you send us. Specifically, you agree to:

- Maintain a privacy policy that accurately describes how returns data is collected and shared with service providers like Skiply
- Obtain any notices, consents, or permissions required in the jurisdictions where your customers are located
- Send us only the data needed to process the return, and avoid transmitting sensitive categories of personal information unless we have agreed to handle them
- Instruct your customers to photograph the item and avoid capturing people or unrelated surroundings
- Respond to your customers' privacy rights requests, with our support

We act as your service provider and processor for this data and handle it under our Privacy Policy and any data processing agreement between us.

You may not, and may not allow anyone else to:

- Reverse engineer, decompile, or attempt to derive the source code, model weights, or training methodology behind the Services
- Use the Services to build a competing product, or benchmark them for a competitor without our written consent
- Scrape, harvest, or systematically extract data or outputs from the Services except through documented APIs within your rate limits
- Upload malware, attempt to breach or test our security without authorization, or interfere with the Services
- Submit content you do not have the right to submit, or that infringes another party's rights
- Use the Services to misrepresent an item's condition or authenticity to a buyer, resale platform, or consumer
- Use the Services in violation of any law, including export controls, sanctions, and consumer protection rules
- Resell, sublicense, or provide the Services to a third party except as your agreement with us permits

We may suspend access if we reasonably believe your use threatens the security, integrity, or availability of the Services, or violates these rules. We will tell you why and work with you to resolve it.

This section matters more than any other, so read it closely.

Skiply generates condition assessments, completeness signals, estimated resale values, and channel routing recommendations ("Outputs"). Outputs are probabilistic estimates produced by statistical models from imperfect inputs. They can be wrong.

No guarantee of accuracy or value.
We do not warrant that an Output correctly describes an item's condition or authenticity, or that an item will sell for the estimated value, in the recommended channel, in any timeframe, or at all. Resale prices depend on market conditions, buyer demand, channel fees, timing, and factors outside our control.

You are the decision maker.
You are solely responsible for what you do with an Output, including how you grade, price, list, describe, refund, resell, donate, or dispose of an item, and for any representation you make to a buyer or consumer about that item. Where the stakes justify it, apply your own review before acting.

Input quality drives output quality.
Poor lighting, obstructed framing, incomplete order data, or incorrect product identifiers will degrade results. We are not responsible for Outputs derived from inputs that do not meet the guidance we provide.

Not professional advice.
Outputs are not appraisals, certifications of authenticity, or legal, tax, or financial advice.

Skiply routes items to resale marketplaces, liquidators, refurbishers, recyclers, donation partners, and other channels. These are independent third parties. We do not control them, we do not guarantee their performance, pricing, payment, or compliance, and we are not a party to your relationship with them. Their terms govern what happens once an item reaches them.

Where the Services integrate with a third-party system you use, that system's terms and privacy practices apply to it.

Yours.
You own the data you submit to the Services, including images, order and return data, and configuration ("Customer Data"). You own the Outputs generated for you, and may use them for any lawful business purpose.

Ours.
We own the Services, including all software, models, model weights, algorithms, interfaces, documentation, and the Skiply name and marks, along with every improvement to them. Nothing here transfers any of that to you.

The license you give us.
You grant Skiply a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data as needed to provide, secure, and support the Services. We may also use Customer Data in de-identified and aggregated form to develop, train, evaluate, and improve our models and to produce industry benchmarks, provided that such data does not identify you, your customers, or your proprietary business information, and that we do not disclose your identifiable data to another customer. If your signed agreement restricts this use, that restriction controls.

Feedback.
If you send us ideas, suggestions, or feedback, we may use them without restriction or obligation to you. We will not identify you as the source without your permission.

Each party may receive non-public information from the other that is marked confidential or would reasonably be understood as confidential. The receiving party will protect it with at least the care it uses for its own confidential information, will use it only to perform under these Terms, and will limit access to people who need it and are bound by comparable obligations.

This does not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party. A party may disclose confidential information when legally compelled, after giving the other party notice where permitted.

These obligations continue for three years after disclosure, and indefinitely for trade secrets.

Fees, billing frequency, and payment terms are set out in your order form or subscription plan. Some pilots and evaluations are provided at no charge, in which case this section applies only if and when you begin a paid subscription. Unless stated otherwise:

- Invoices are due within 30 days of receipt
- Fees are stated in U.S. dollars and are non-refundable except as your agreement provides
- You are responsible for all taxes other than taxes on our income
- Amounts more than 15 days overdue may accrue interest at 1.5% per month or the maximum the law allows, whichever is lower
- We may suspend the Services if payment is more than 30 days overdue, after giving you written notice and a chance to cure

We may change our prices for a renewal term by giving at least 30 days' notice before the renewal date.

These Terms apply for as long as you use the Services. Subscription terms and renewal are governed by your order form.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate or suspend access immediately for a violation of our acceptable use rules that creates a security, legal, or reputational risk.

On termination, your right to use the Services ends. You may export your Customer Data for 30 days after termination. After that, we delete or de-identify it on the schedule in our Privacy Policy.

The following sections survive termination, along with any accrued payment obligations: Outputs, estimates, and your decisions; Third-party channels and partners; Ownership; Confidentiality; Disclaimers; Limitation of liability; Indemnification; Governing law and disputes; and General.

Except as expressly stated in these Terms or a signed agreement, the Services are provided "as is" and "as available." We disclaim all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage.

We do not warrant that the Services will be uninterrupted, error free, or secure against every threat, or that Outputs will be accurate or complete. Any uptime commitment lives in your service level agreement, if you have one. Early Access Services carry no warranty of any kind, as described under The Services above.

Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised that such damages were possible.

Each party's total liability arising out of or relating to these Terms is limited to the amounts you paid or owed to Skiply in the twelve months before the event giving rise to the claim. If no fees have been paid, that cap is one thousand U.S. dollars.

These limits do not apply to your payment obligations, your indemnification obligations, a breach of confidentiality, your violation of our acceptable use rules, or liability that cannot be limited by law. Skiply's indemnification obligations are subject to the cap in this section.

By Skiply.
We will defend you against a third-party claim that the Services, as provided by us and used as permitted, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree to in settlement. This does not apply to claims arising from Customer Data, your combination of the Services with anything we did not supply, or your use in violation of these Terms. If the Services become subject to an infringement claim, we may procure the right to continue, modify them, or terminate and refund prepaid unused fees. This is your sole and exclusive remedy for any claim of infringement, and our obligations under this paragraph are subject to the limitation of liability above. We provide no indemnity for Early Access Services.

By you.
You will defend us against a third-party claim arising from Customer Data, your breach of your responsibilities around shopper data, your violation of our acceptable use rules, or your use of Outputs, including any claim by a consumer, buyer, or resale channel about how an item was graded, described, priced, or disposed of, and will pay damages finally awarded or amounts you agree to in settlement.

The party seeking indemnification must give prompt notice, let the other party control the defense, and cooperate reasonably.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

The parties will try in good faith to resolve any dispute informally for 30 days after written notice. If that fails, the dispute will be resolved in the state or federal courts located in Suffolk County, Massachusetts, and both parties consent to personal jurisdiction and venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each party waives any right to a jury trial. Claims must be brought individually, not as a class or representative action.

Changes.
We may update these Terms. For material changes we will post the updated version and give at least 30 days' notice by email or in the product. Continued use after the effective date means you accept the change. If you have a signed agreement, changes take effect at your next renewal.

Assignment.
Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

Publicity.
We will not use your name or logo publicly without your written consent, which you can revoke.

‍Force majeure.
Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices.
Notices to Skiply go to info@skiply.ai and to the mailing address below. Notices to you go to the contacts and addresses on your account.

Severability and waiver.
If a provision is unenforceable, the rest stays in effect. Failure to enforce a provision is not a waiver of it.

Independent contractors.
Nothing here creates a partnership, joint venture, agency, or employment relationship.

Entire agreement.
These Terms, together with any order form, data processing agreement, or signed agreement between us and our Privacy Policy, are the entire agreement on this subject and supersede prior discussions.

Skip Industries, Inc. (dba Skiply) Boston, MA | info@skiply.ai