# Terms of Use

# Hello!

Welcome to Benevity's Skyline design system Documentation ("Skyline Documentation").

Skyline Documentation has been developed by Benevity, Inc. (" Benevity", or sometimes referred to as " Our" or " Us"). Benevity's mission is to act as a catalyst to infuse a culture of Goodness into the world, democratizing giving, volunteering and other pro-social activities worldwide through the power of technology and our passion for creating world class client experiences. In the course of carrying out our mission, our teams have developed state of the art design systems to give our users the best possible experience when they interact with our products and services. We're so proud of our design systems and user interfaces that we want to share them with members of the web-developing public (that's you or " You" or " Your"!), so that like-minded Goodness ambassadors looking to create a positive experience for users can leverage what we've built. It's our gift to you to use for free, on the following terms and conditions. Also note, this is not an open source offering; the below sets out the license and other terms and conditions that apply when interacting with or using Skyline Documentation.

By accessing or using Skyline Documentation, you agree to the following terms and conditions (the "Agreement")

Please read this Agreement carefully, as it is a legally binding agreement. Benevity may update or change this Agreement from time to time and will do so by posting updates and changes to this website: https://skyline.benevity.org/terms-of-use/ (opens new window).

  1. License. Subject to the terms of this Agreement, Benevity grants to You a limited, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable, and non-exclusive license to use the Skyline Documentation solely to develop, test, and distribute software applications, websites, and interfaces ("Applications").

  2. Restrictions. You may not use Skyline Documentation if (i) your business is in competition of Benevity, which will be determined in Benevity's sole discretion, (ii) to mislead consumers as to Benevity's sponsorship of, affiliation with, or endorsement of You, Your organization, or Your Application, and (iii) for any purpose not expressly permitted by this Agreement. You may not modify, adapt, redistribute, or create derivative works of Skyline Documentation or any part of Skyline Documentation.

  3. Acceptable Use. You understand and agree that your use of Skyline Documentation will not be reviewed by Benevity. Benevity may request that you remove content that utilizes the Skyline Documentation that, in Benevity's sole opinion, is untrue, inaccurate, incomplete, misleading, fraudulent, threatening, libelous, defamatory, or is otherwise inappropriate or may be injurious to Benevity's reputation, and if such a request is made, you will remove that content that utilizes Skyline Documentation immediately. You agree that the application of the Skyline Documentation is solely your responsibility. Neither Benevity nor any of its partner foundations or clients assumes responsibility for the accuracy of any information, ideas or opinions posted by You and are not liable for any claims, damages or losses resulting from such information, ideas or opinions. In connection with your use of the Skyline Documentation, you agree that you will:

    1. Comply in all material respects at all times with applicable law;

    2. Perform all your obligations under this Agreement in good faith;

    3. Not facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or content;

    4. Not use any robot, spider, other automatic device, or manual process to monitor, scrape or copy the Skyline Documentation without our prior written permission; or

    5. Not take any action that in any way threatens or undermines the security, stability or continuity of the Skyline Documentation or the Benevity Platform.

  4. Intellectual Property. You agree that Benevity owns all legal right, title and interest in and to Benevity's products and services, including Skyline and Skyline Documentation, including any and all inherent or related rights under any applicable patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights ("Intellectual Property Rights"). Benevity reserves all rights not expressly granted to you.

  5. Termination. Benevity may terminate this Agreement for any reason, at any time, with or without cause. Upon termination, your Skyline Documentation license will also terminate. This means that you cannot use the Skyline Documentation, you are required to delete any copies you have made of the Skyline Documentation and any content you have created that uses Skyline Documentation. Other than the license right granted in Section 1 of this Agreement, every other term of this Agreement will survive the termination of this Agreement.

  6. No Warranty. The Skyline Documentation are provided on an "as is" basis. Benevity disclaims all representations, warranties and guarantees, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. Benevity makes no representation, warranty or guarantee related to the reliability, accuracy, or completeness of the Skyline Documentation or that your use of the Skyline Documentation will be secure, timely, uninterrupted or error-free. The Skyline Documentation may not meet your requirements or expectations.

  7. Limitation of Liability. Benevity will not be liable for any damages that You may suffer in connection with the performance of the Skyline Documentation. For clarity, in no event shall Benevity, its affiliates, foundation partners, donors or their respective employees, directors, licensees, contractors or suppliers be liable to you for any of the following categories of damages, costs, losses or expenses and you release and indemnify the foregoing parties from any liability therefore: (a) loss of use, lost data, failure of security mechanisms, interruption of business, loss of revenue, loss of goodwill; (b) indirect or consequential damages, costs, losses or expenses of any nature, or (c) any tax, interest, fines, damages, penalties or other levies imposed by any taxing, governmental or other regulatory authority. Notwithstanding any other provision of this Agreement, in no event will Benevity's liability to You under this Agreement exceed one hundred dollars in Canadian dollars (CAD $100). The limitations in this Section 6 will survive any termination or expiration of this Agreement.** **

  8. Applications; Indemnification. You are solely responsible for your Applications, your use of Skyline Documentation, and your compliance with this Agreement. You agree to indemnify, defend and hold Benevity and its affiliates and their respective directors, officers, employees, successors, assigns, insurers, independent contractors and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of any claim relating to (a) your Applications, (b) your use of the Skyline Documentation or (c) your breach of this Agreement. Benevity may participate in defending the claim at its own expense if it elects to do so. You may not settle any claim without Benevity's prior written consent. If you distribute your Applications to others, you agree to require the end users of those Applications to agree that Benevity has no liability, warranty, or support or other obligations related to your Applications.

  9. General

    1. Severability. If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within this Agreement.

    2. No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party.

    3. Entire Agreement. This Agreement, including all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of this Agreement).

    4. Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Benevity shall be permitted to assign this Agreement without notice to or consent from you. You shall have no right to assign or otherwise transfer the Agreement, or any of your rights or obligations hereunder, to any third party without Benevity's prior written consent, to be given or withheld in Benevity's sole discretion.

    5. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the province of Alberta, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts located in Calgary, Alberta. Nothing in this Agreement limits Benevity's rights to seek equitable relief.

Updated February 2020