Terms of Service for Sketch Cloud
- In these Terms, the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
- “Comments” — any comment, opinion, advice, suggestion, recommendation or critic;
- “Content” — any content, graphic, design, document or material created with the Sketch Mac App or uploaded to Sketch Cloud;
- “Sketch” — Sketch B.V., Flight Forum 40, Ground floor, 5657 DB Eindhoven, the Netherlands with chamber of commerce registration number 60360461 and VAT number NL8538.75.273.B01;
- ”Sketch Cloud” — the cloud-based services and any relevant (user) documentation and other materials, including updates thereof, relating to Sketch as made available by Sketch and accessible via your browser or the Sketch Mac App;
- ”Sketch Mac App” — any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by Sketch, including any Updates;
- “Sketch Materials” — the Sketch Mac App and Sketch Cloud;
- “Sketch Policies” — the policies of Sketch as made available on https://www.sketch.com/ and amended from time to time, including but not limited to the Privacy Statement;
- “Terms” — Terms of Service for Sketch Cloud, as amended from time to time;
- “You” — you, the final and ultimate user of Sketch Cloud or the authorized representative of a company or other legal entity that will be the final and ultimate user of Sketch Cloud, and the company or other legal entity that will be the final and ultimate user of Sketch Cloud, if applicable.
- By checking the acceptance box when registering for Sketch Cloud, You enter into an agreement with Sketch for the use of Sketch Cloud as well as accept the applicability and the contents of the Sketch Policies.
- You acknowledge that these Terms may be modified from time to time. Such modifications will be effective upon posting on https://www.sketch.com/ or otherwise notifying You, e.g. by using the email address used for Your registration. If You do not agree with modifications to these Terms, You can terminate these Terms in accordance with clause 14.2.
- In the event any provision of these Terms is found by a competent court to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of these Terms which will continue to be valid and enforceable to the full extent permitted by law. As for the provision that has been found to be invalid, unlawful or unenforceable, Sketch and You shall enter into negotiations to agree upon a new provision replacing such invalid, unlawful or unenforceable provision, whereby the purpose and the meaning of the original provision shall be applied to the extent possible.
- These Terms set forth the entire agreement and understanding between Sketch and You with respect to the subject matter hereof. Your terms and conditions of whatever kind shall not apply, not even in addition to these Terms.
- Before accessing Sketch Cloud, You must sign-up with Your name and email. By signing-up, You warrant that the sign-up details used by You are accurate and up-to-date.
- You are responsible for safeguarding Your password for Your account for Sketch Cloud and for any activities and actions taking place under Your password. You are prohibited to share Your password with any third party.
- You shall notify Sketch immediately of any breach of security or unauthorized use of Your account that You become aware of.
- All activities that occur under Your account for Sketch Cloud are Your sole responsibility.
- If You have accepted the terms and conditions in these Terms and the Sketch Policies on behalf of a company or other legal entity, You are prohibited to use the account of Sketch Cloud after You have ceased working for such company or other legal entity.
Restrictions and Conditions
- Sketch hereby grants You the right to access and use Sketch Cloud, provided that You shall at all times comply with these Terms and the Sketch Policies and shall not use Sketch Cloud in violation of application laws or regulations.
- 1.1. You shall not do any of the following while using Sketch Cloud:
- use Sketch Cloud for uploading and sharing any other content than the Content;
- use Sketch Cloud for unlawful purposes or the promotion of illegal activities;
- use Sketch Cloud in a way that could be detrimental to the reputation of Sketch;
- upload or share any Content that infringe intellectual property rights, including copyrights, of third parties;
- imply or suggest that the Content is created or endorsed by Sketch or Sketch’s licensors;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures, including measures that prevent or restrict use or copying of the Content or enforce limitations on the use of Sketch Cloud or the content accessible via Sketch Cloud;
- decompile, decrypt, dissemble, modify, copy, reformat, create derivative works of, or reverse engineer the Sketch Cloud, except as expressly permitted in these Terms;
- exploit Sketch Cloud commercially by for example (a) the sale of access to Sketch Cloud, (b) the sale of advertising or promotions placed on or within the Content or Sketch Cloud or (c) the sale of advertising or promotions on any webpage containing the Content delivered via Sketch Cloud;
- impersonate or misrepresent Sketch or any third party when You make available the Content;
- interfere with or disrupt Sketch’s services, servers or network in any way.
- Sketch is constantly innovating Sketch Cloud, and You agree that the form and nature of Sketch Cloud may change from time to time without prior notice to You.
- You acknowledge that You may be exposed to Content of third parties that are factually inaccurate, offensive, indecent, or otherwise objectionable to You. You agree to waive any legal rights or remedies You have or may have against Sketch with respect to any such third party Content.
- After You have registered for Sketch Cloud, You may upload the Content to Sketch Cloud. After the Content is successfully uploaded, You can share the Content with other users of Sketch Cloud.
- Sketch is not responsible and liable for the Content and the consequences of uploading the Content and for sharing the Content. Sketch does not endorse the Content or any advice, suggestion or opinion expressed in the Content.
- You warrant that You have (and will continue to have during Your use of Sketch Cloud) all necessary licenses, rights, consents, and permissions which are required to enable Sketch to use the Content for the purposes of the provision of Sketch Cloud, and otherwise to use the Content in the manner contemplated by Sketch Cloud and these Terms.
- On becoming aware of any (potential) violation of these Terms, Sketch reserves the right (a) to remove the Content which is in violation of these Terms and (b) to disable access to such Content at any time, without prior notice and at its sole discretion.
- You shall remain the owner of the Content that You upload to or share via Sketch Cloud. When You upload Content using Sketch Cloud, You grant Sketch a worldwide, non-exclusive, royalty free, transferable license with a right to sub-license to use, reproduce, distribute, display and perform the Content to the extent required for the provision of Sketch Cloud.
- The license granted under clause 6.1 does not entitle Sketch to use the Content for marketing purposes.
- The license granted under clause 6.1 terminates when You remove or delete the Content from Sketch Cloud.
- You are only permitted to post Comments in Sketch Cloud if You are logged onto Your account.
- Sketch is not responsible and liable for Comments posted by You or third parties, including Comments with respect to the Content. Sketch does not endorse the Comments.
- You shall not post Comments that:
- are factually inaccurate, offensive, indecent, or otherwise objectionable;
- (in part) consist of advertisements or promotions; or
- are otherwise in violation of these Terms, in particularly in violation of clause 4 above.
- Sketch reserves the right to remove Comments which are in violation of these Terms at any time, without prior notice and at its sole discretion.
Feedback and Notifications
- You acknowledge and agree that if You provide Sketch with any suggestions, comments, or other feedback about the Sketch Materials (jointly “Feedback”), such Feedback is given voluntarily. Even if You designate such Feedback as confidential, the Feedback will not be confidential unless expressly otherwise agreed in writing by Sketch, and Sketch will be free to use, disclose, reproduce, license, or otherwise distribute or exploit the Feedback at its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.
- Sketch does not monitor the Content uploaded and shared using Sketch Cloud. If You believe or become aware that (a) Your copyright-protected work is made available through Sketch Cloud without authorization, or (b) other clearly unlawful Content is made available through Sketch Cloud, You may notify Sketch by email at firstname.lastname@example.org. Upon receipt of a notification, Sketch will decide at its sole discretion whether it will remove the relevant Content, taking into account the evidence provided in the notification. You acknowledge that misuse of this process may result in the suspension of Your account or other legal consequences.
- All right, title, and interest in and to the Sketch Materials will remain the exclusive property of Sketch and its licensors. You may not delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Sketch Materials.
- Sketch claims no ownership over the Content.
- Nothing in these Terms gives You the right to use Sketch’s name or any of Sketch’s trademarks, logos, domain names and other distinctive brand features.
- You understand and agree that Sketch may be independently creating content, other products and services that may be similar to or competitive with the Content. Nothing in these Terms will be construed as restricting or preventing Sketch from creating and fully exploiting any such content, other products and services without any obligations to You.
Support and Updates
- Sketch may extend, enhance or otherwise modify the Sketch Materials (“Updates”) at its sole discretion and without notice. Sketch shall not be obligated to provide You with any such Updates. If Updates are made available by Sketch, the terms and conditions of these Terms will govern Your use of and access to such Updates.
- Sketch is not obliged to provide any maintenance, technical or other support for the Sketch Materials, including the Updates.
- The Sketch Materials are provided to You on an “as is” and “as available” basis, without warranty of any kind, express or implied, including, but not limited to, fitness for a particular purpose, availability, security, title, non-infringement or backward compatibility.
Limitation of Liability
- The liability of Sketch, its affiliates, personnel, subcontractors or agents for direct damages arising out of or in any way relating to these Terms, including in connection with or arising out of the Content, shall in no event exceed the total amount of $99.
- The limitation of liability does not apply to loss or damages resulting from the intent or willful misconduct by Sketch or the management of Sketch.
- In no event shall Sketch, its affiliates, personnel, subcontractors or agents be liable for indirect and/or consequential damages or purely financial loss such as missed business opportunities, lost sales, volume and profit, and data loss in connection with or arising out of these Terms. In addition, Sketch, its affiliates, personnel, subcontractors or agents shall not be liable for any loss or damage which may be incurred by You as a result of:
- any changes which Sketch may make to Sketch Cloud, or any permanent or temporary (partial) termination in the provision of Sketch Cloud;
- the deletion of, corruption of, or failure to store the Content, or any other data provided by You in connection with Sketch Cloud;
- any delay, error or failure of Sketch in connection with Your sharing of the Content via Sketch Cloud;
- Your failure to provide Sketch with accurate information during the registration process; or
- Your failure to keep the password for Your account for Sketch Cloud secure and confidential.
- You shall indemnify Sketch, its affiliates, personnel, subcontractors and agents from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorney’s fees and expenses) which Sketch, its affiliates, personnel, subcontractors or agents may incur or be liable for arising out of or in connection with, directly or indirectly, the use of the Sketch Materials by You, including but not limited to any product liability claims, even if such a claim alleges that Sketch was negligent regarding the design or manufacture of the Sketch Materials.
Suspension, Termination and Consequences of Termination
- The terms and conditions in these Terms shall be in effect until terminated by You or Sketch in accordance with this clause 14.
- You may terminate these Terms at Your convenience by discontinuing Your use of Sketch Cloud. Sketch may discontinue Sketch Cloud or terminate these Terms for convenience upon reasonable period prior written notice (including email or text message) to You.
- Sketch may suspend Your access to and Your use of the Sketch Materials, and terminate these Terms immediately in writing (including email or text message), without prior written notice (i) if You fail to comply with any term(s) and conditions of these Terms, including the Sketch Policies, (ii) on becoming aware of any (potential) violation of these Terms.
- You and Sketch waive their rights to rescind or annul these Terms. Articles 3:44, 6:228 and 6:265 of the Dutch Civil Code are excluded.
- Any terms and conditions of these Terms that by their nature should survive termination shall survive termination.
- On the effective date of termination of these Terms:
- the Content may be removed;
- Your right to access and use the Sketch Materials shall terminate;
- any other rights granted to You under these Terms shall immediately be relinquished by You;
- unless agreed otherwise by Sketch, Sketch will deactivate and delete Your account(s) and data; and
- You shall promptly return to Sketch all Sketch Materials and Sketch’s confidential information in Your or any of Your employees’, agents’, subcontractors’ or (external) advisors’ possession, without withholding any copies.
- You may not issue any press releases or make any other public statements regarding these Terms, Sketch Cloud or the relationship between You and Sketch, without Sketch’s express prior written consent, which may be withheld at Sketch’s sole discretion. Sketch may not issue any press releases or make any other public statements in which Sketch refers to the Content, without Your prior consent.
- You may not assign or subcontract any of Your rights or obligations under these Terms to any third party without Sketch’s prior written consent. Sketch may assign or subcontract any of its rights or obligations under these Terms at its sole discretion. Only You and Sketch and Your and Sketch’s permitted assignees or successors may enforce the terms and conditions of these Terms, except as expressly provided in these Terms. To the extent that any third party stipulation is contained these Terms, article 6:254 of the Dutch Civil Code is excluded.
- A failure by Sketch to give notice to You of any breach or non-fulfilment of any provision, term or clause of these Terms shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfilment of any provision, term or clause hereof constitute a waiver of any other provision, term or clause thereof.
Governing Law and Disputes
- These Terms shall be governed by and construed in accordance with the laws of the Netherlands, excluding its conflicts of law rules.
- To the extent permitted by applicable law, any dispute between Sketch and You shall exclusively be submitted to the competent court in The Hague, the Netherlands.
Additional terms applicable to Sketch for Teams
- After You have registered for Sketch Cloud, You can start a team with the collaboration tool Sketch for Teams via https://www.sketch.com/ (“Sketch for Teams”). When You have started a team You are the administrator for that team.
- You may also start a trial of Sketch for Teams for the term of 90 days for the sole purpose of testing and evaluating Sketch for Teams. Upon expiration of the trial, Sketch may suspend Your access to and Your use of Sketch for Teams.
- If You are the administrator for a team, You can: (a) invite individuals for your team and assign them the role of contributor via https://www.sketch.com/, (b) invite individuals for your team and assign them the role of viewer, (c) assign yourself the role of contributor or viewer and (d) You can revoke the assigned role of contributor or viewer with immediate effect.
- If You are a contributor in a team, You are granted a license to use the Sketch Mac App for the term that You are a contributor.
- If You are a viewer in a team: (a) You can share the Content with other users of Sketch Cloud, (b) You can post Comments, but (c) in deviation of the Terms, You cannot upload Content to Sketch Cloud.