Sketch B.V. (also “Sketch”) provides a software platform for digital design. The Sketch Platform is supported by a cloud persistency service where customers can store design artifacts and documents, share them with other members of their design operations, and manage Sketch user privileges. Customers can create design documents in our popular Mac application and then upload them to the cloud for viewing or collaboration, or they can simply save design files on their local Mac machine(s), if preferred.
Please read these Sketch Terms of Service (“Terms” or “the Agreement”) carefully before You download, purchase or use the Sketch Platform. By purchasing a subscription for or using the Sketch Platform, You agree without reservation to be bound by the Agreement. If You do not agree with the terms of the Agreement, please do not purchase or use the Sketch Platform.
If You accept the terms and conditions in the Agreement on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in the Agreement on behalf of such company or other legal entity, and to legally bind such company or other legal entity. You may not accept the Agreement if in your jurisdiction You are not of legal age to form a binding contract with Sketch B.V.. In particular, You may only accept the Agreement if You are old enough to consent by yourself to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.
- In these Terms, the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
- “Admin” — means a role that an individual can be assigned as via a Sketch Platform subscription, which allows that individual to manage Workspaces, request and access the Restricted Upload feature, assign Editors and Viewers, and change billing details;
- “Affiliate(s)” — means an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Sketch B.V.;
- “Agreement” — the agreement between Sketch B.V. and You, as further defined in clause 2.2;
- “Beta Features” - means product features clearly identified as Beta Features that may be made available to You by Sketch B.V. for testing purposes only;
- “Business Plan” - means Sketch B.V.’s business offer that includes, in addition to the services offered under the Standard Plan: SSO (SAML 2.0); unlimited storage on the Web app; Priority Support (as defined below), an invoice-based billing and may include a dedicated Sketch customer success manager; notwithstanding the foregoing, the full availability of the additional Business Plan services may be subject to some qualifying conditions;
- ”Comments” — includes, but is not limited to, any comment, opinion, advice, suggestion, recommendation or critic;
- “Confidential Information” — means any and all information that Sketch discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product or production related, where existing at the effective date or developed thereafter;
- “Content” — includes, but is not limited to any content, graphic, design, fonts, document or material created with or embedded in the Sketch Platform by You;
- “Editor” — means a role that an individual can be assigned as via a Sketch Platform subscription by the Admin, which allows that individual to access the Mac app and provides the ability to add, modify, manage and delete Workspace documents;
- “Education Plan” – means Sketch B.V.’s yearly free subscription for students above 16 years old, teachers and institutions which includes the services offered under the Standard Plan, i.e. access to the Mac app and to the Web app, as detailed in this Agreement; access to the Education Plan is subject to Sketch B.V.’s approval;
- “Finance Role” - means a role that an Admin can assign to any user, which allows that individual to see and manage billing and financial information pertaining to the Workspace and to add and/or delete Editors;
- “Guest” - means someone who can be invited to Your Workspace and only has visibility to the documents they’re explicitly invited to. They can be given edit access too but they would need to be a member of another Workspace or have a valid Mac-only license and Sketch Account;
“Mac app” — means any Sketch software application designed to operate on Apple’s macOS platform that is available for download from sketch.com and licensed to You, including related content, files, media, and/or software setup files, for the duration of this Agreement;
- “Partner(s)” - means a third party, either a business or an individual, who agrees to help promote and/or distribute the Sketch Platform to new audiences;
“Open Source Software” — means any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
- “Priority Support” — means support guaranteed to within 24 (twenty four) hours from Your request on working days from 9 am to 7 pm as reflected in Central European Time;
- “Promotions” — means promotional codes that may be offered to You by Sketch B.V;
- “Restricted Upload” – means a feature available for the yearly Standard Plan and for the Business Plan which, upon its activation by Sketch B.V., enables Admins and the Workspace Owner to restrict uploading files in their Workspace;
- “Sketch B.V.” or “Sketch” — means 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 Account” — means the account customers use to sign into the Web app, and/or the Mac app, as applicable;
- “Sketch iOS App” — means a companion application for the Mac app that lets You preview designs on Your iOS devices. Sketch iOS App is available for free on the Apple iOS App Store;
- “Sketch Platform” — means the Mac app, Web app, and Sketch iOS App and SSO, as applicable;
- “Sketch Policies” — means the policies of Sketch B.V. as made available on www.sketch.com and amended from time to time, including but not limited to the Data Processing Addendum and Privacy Statement;
- “SSO” — means the single sign-on authentication (SAML 2.0) service which may be offered to You;
- “Standard Plan” – means Sketch standard offer which includes access to the Mac app and to the Web app, as detailed in this Agreement;
- “Updates” — means any modified versions and updates of, and additions to the Sketch Platform;
- “Use” — means: to access, download, install, copy or get benefit from using the Mac app in accordance with the documentation;
- “Version(s)” – means periodic backups of edits made on the Content, that Sketch B.V. may create from time to time;
- “Viewer” — means a role that an individual can be assigned as via a Sketch Platform subscription, which may allow that individual to view, comment, and inspect Workspace documents in the web app. Viewers do not have access to the Mac app;
- “Web Application” or “Web app” — means the cloud-based services and other materials, including Updates, as made available by Sketch B.V. and accessible via Your browser or the Mac app;
- “Workspace” — means a shared space on the Web app for data and Content that can be accessed by Admins, Editors, Viewers and by the Finance Role and that may be accessed by Guests;
- “Workspace Owner” – means the Admin who created the Workspace or the person designated as the new owner by the Workspace creator;
- “You” — means you, the authorized representative of the company or other legal entity that will be the final and ultimate user of the Sketch Platform, the final and ultimate user of the Sketch Platform and the company, institution, or other legal entity that will be the final and ultimate user of the Sketch Platform, as applicable.
These Terms apply to any licenses granted to You by Sketch B.V. for the use of the Sketch Platform.
By checking the acceptance box when registering for a Sketch Standard, Business or Education Plan offer to use the Sketch Platform, or by starting to use the Sketch Platform, You enter into an agreement with Sketch B.V. for the use of the Sketch Platform as of that date (“Effective Date”). Your agreement with Sketch B.V. is governed by these Terms as well as the Sketch Policies that are thereby accepted by You and includes any other (commercial) arrangements made in writing between Sketch B.V. and You (“Agreement”). No addition, amendment or modification of the Agreement shall be effective for Sketch B.V. unless it is in writing and signed by and on behalf of both parties.
Notwithstanding the foregoing, You acknowledge that these Terms and the Sketch Policies may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on www.sketch.com/legal or otherwise notifying You, e.g. by using the email address used for Your registration or purchase. If You do not agree with modifications to these Terms, You can terminate this Agreement in accordance with clause 14.
In the event any provision of these Terms and/or any part of the Agreement is found by a competent court to be invalid, unlawful or unenforceable, then such part will be severed from the remainder of the Agreement (as defined above), which itself will continue to be valid and enforceable to the full extent permitted by law. As for the provision and/or part that has been found to be invalid, unlawful or unenforceable, Sketch B.V. and You shall enter into negotiations to agree upon a new term replacing such invalid, unlawful or unenforceable provision and/or part, whereby the purpose and the meaning of the original provision and/or part shall be applied to the extent possible.
The Agreement sets forth the entire agreement and understanding between Sketch B.V. and You with respect to the subject matter hereof. Your terms and conditions of whatever kind shall not apply, not even in addition to the Agreement.
License and intellectual property rights
You shall remain the owner of the Content. You grant Sketch B.V. 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 the Sketch Platform.
The license granted under clause 3.1 does not entitle Sketch B.V. to use the Content for marketing purposes. However, You grant Sketch B.V. a limited and non-exclusive license, revocable by You at any time by giving 14 days’ prior notice, to use Your business logo on Sketch B.V.’s marketing website for the purpose of presenting sample customers of the Sketch Platform in a neutral way. Sketch B.V. is allowed to use Your logo for this purpose only and the license granted herein is not transferable nor sublicensable. Sketch B.V. may also include a quote drafted by You relating to the service hereunder to be published in press releases. Such quote must be agreed on beforehand by You and Sketch B.V..
The license granted under clause 3.1 remains effective until such Agreement is suspended or terminated in accordance with clause 14.
Sketch B.V. grants You a non-exclusive, non-transferable, limited, revocable right to access and use the Sketch Platform in accordance with the Agreement, subject to Your payment of applicable fees under this Agreement. Sketch B.V. reserves all rights not expressly granted to You.
All right, title, and interest in and to the Sketch Platform will remain the exclusive property of Sketch B.V. and its licensors. You may not delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Sketch Platform. You shall not acquire any ownership to the Sketch Platform as a result of Your purchase or use of the Sketch Platform.
Nothing in the Agreement gives You the right to use Sketch B.V.’s name or any of Sketch B.V.’s trademarks, logos, domain names and other distinctive brand features. However, Sketch B.V. grants You a limited and non-exclusive license, revocable by Sketch B.V. at any time by giving 14 days’ prior notice, to use Sketch B.V.’s business logo on Your marketing website for the purpose of presenting your sample vendors in a neutral way. You are allowed to use Sketch B.V.’s logo for this purpose only and the license granted herein is not transferable nor sublicensable.
You understand and agree that Sketch B.V. may be independently creating content, other products and services that may be similar to or competitive with the Content. Nothing in the Agreement will be construed as restricting or preventing Sketch B.V. from creating and fully exploiting any such content, other products and services without any obligations to You.
Sketch Platform subscription
If You register directly on Sketch B.V.’s website, You can start a trial of the Sketch Platform and create a Workspace in the Web app via www.sketch.com. Once You have created a Workspace, You are the Admin for that Workspace. In case of a Business Plan, you may be assigned a Sketch customer success manager (depending on the number of Editor’s seats purchased) who will assist you with the onboarding process and will further support you with priority support in accordance with clause 8.6 of these Terms.
After confirming Your agreement with our Terms of Service, You can trial the Sketch Platform for a one-time, limited term of 30 (thirty) consecutive days for the sole purpose of testing and evaluating Sketch. Upon expiration of the trial, You will be prompted for payment information in order to convert Your trial into a paid subscription, and You will need to reconfirm acceptance of our Terms of Service. Sketch B.V. will charge Your designated payment method for the coming period so that You can keep using the Sketch Platform. In case You don’t convert your trial into a paid subscription, You acknowledge and agree that Sketch B.V. may delete all of your content or data associated with the Workspace that was assigned to Your trial, provided that You will be granted 90 (ninety) days from the end of the trial to recover the files. Also, Sketch B.V. reserves the right to modify the terms of service of any trial and/or cancel any trial subscription at any time. If You are purchasing the Sketch Platform via or thanks to a third-party Partner, the free trial referenced in this clause 4.2 and in the preceding clause 4.1 won’t apply to Your purchase.
Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your subscription, except for those taxes based on our net income. Should any payment for our services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
If You are the Admin for a Workspace, You can: (a) invite individuals for Your Workspace and assign them the role of Admin, Editor, Viewer, Guest or the Finance Role via www.sketch.com, (b) assign yourself the role of Editor or Viewer, (c) You can revoke the assigned role of Editor or Viewer with immediate effect and (d) you can request and manage the Restricted Upload feature. If You are the Workspace Owner You can, inter alia: (a) request the deletion of a Workspace; (b) request a change of Plan; (c) transfer document between Workspaces; (d) issue data deletion requests and (e) request and manage the Restricted Upload feature.
If You are an Editor in a Workspace, You are granted a license to Use the Mac app for the term that You are an Editor. Each Editor in a Workspace can use their own Sketch Account to log into the Sketch Platform on any device they own; however, sharing credentials to access and use the Sketch Platform is a violation of this Agreement, including its clause 10.2, and may result in Sketch B.V. suspending Your Sketch Account and terminating this Agreement.
If You are a Viewer or a Guest in a Workspace, You can review Content, post Comments, and download documents but You cannot access the Mac app or upload Content to the Web app.
Promotions that may be run by Sketch B.V., whether via email, on websites, social media platforms or otherwise, are subject to these Terms and to any other specific rule that might include duration, entry instructions and specific details, rules or conditions relating to a particular Promotion.
- Our subscriptions refund policy depends on the billing option You chose during the sign- up process:
- For monthly billing, we don’t offer refunds, but You can cancel at any time, You won’t be billed again and You can use Your account until it expires;
- For annual billing, we offer a full refund within 30 days of Your purchase; to request a refund on an annual billing charge, You can contact our Customer Support following the instructions of our Refund Policy.
- If You are given access to Beta Features, You are not obligated to use them and Sketch B.V. may immediately and without notice remove Your access to such Beta Features for any reason without liability to You. Notwithstanding anything to the contrary in these Terms, all Beta Features are provided “AS IS” without warranties of any kind and without any performance obligations.
Sketch B.V. is not responsible and liable for the Content and the consequences of uploading the Content and for sharing the Content. Once the Content is shared with a Workspace, it may be accessible by users with whom You are in a Workspace and persist after termination of Your Agreement pursuant to clause 14. Sketch B.V. does not endorse the Content or any advice, suggestion or opinion expressed in the Content. Content is not Personal Data (as this term is defined in the DPA); to this extent, Sketch B.V. waives any liability in connection with the information that You may upload in the Content (such as pictures, identity documents or other) that relates to an identified or identifiable individual, and You shall indemnify Sketch B.V. pursuant to clause 13 of these Terms in case of breach and/or claim by a third party.
You warrant that You have (and will continue to have during Your use of the Sketch Platform) all necessary licenses, rights, consents, and permissions which are required to enable Sketch B.V. to use the Content for the purposes of the provision of the Sketch Platform, and otherwise to use the Content in the manner contemplated by the Sketch Platform and these Terms.
When embedding a font in the Content, You warrant that You have all necessary licenses, rights and permissions to use such font in the Content and to redistribute it and You agree to comply with all the applicable font’s license terms and conditions. In case of breach of this Clause 5.3, You will indemnify and hold Sketch B.V. harmless in accordance with Clause 13 of this Agreement.
On becoming aware of any (potential) violation of the Agreement, Sketch B.V. reserves the right (a) to remove the Content which is in violation of the Agreement and (b) to disable access to such Content at any time, without prior notice and at its sole discretion.
Without prejudice to the foregoing, in case You select to activate the Restricted Upload feature, you acknowledge that Sketch B.V. won’t have access anymore to the Content whose upload in the Workspace has been restricted.
Sketch B.V. is not responsible and liable for Comments posted by You or third parties, including Comments with respect to the Content. Sketch B.V. does not endorse the Comments or any advice, suggestion or opinion expressed in 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 the law and/or of the Agreement.
Sketch B.V. reserves the right to remove Comments which are in violation of the law and/or of the Agreement at any time, without prior notice and at its sole discretion. Once Comments are shared with a Workspace, they may be accessible by users with whom You are in a Workspace and persist after termination of Your Agreement in accordance with clause 14.
Feedback and notifications
You acknowledge and agree that if You provide Sketch B.V. with any suggestions, comments, or other feedback about the Sketch Platform (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 B.V., and Sketch B.V. 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 B.V. does not monitor the Content uploaded and shared using the Sketch Platform. If You believe or become aware that (a) Your copyright-protected work is made available through the Sketch Platform without authorization, or (b) other clearly unlawful Content is made available through the Sketch Platform, You may notify Sketch B.V. by email at firstname.lastname@example.org. Upon receipt of a notification, Sketch B.V. 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.
Notifications to Sketch are usually made at the address referenced to in clause 7.2 but when the Sketch Account provides for a different notification tool (such as a subscribe/unsubscribe button), its use shall be considered as a valid notification.
Support and Updates
Sketch B.V. may Update or otherwise modify the Sketch Platform at its sole discretion without prior notification. If Updates are made available to You by Sketch B.V., the terms and conditions of the Agreement will govern Your use of and access to such Updates.
Sketch B.V. will use its best endeavours to notify You of any available Updates.
You can download available Updates of the Mac app from www.sketch.com, or, in the case of Sketch iOS App, on the Apple iOS App Store.
Any maintenance and support provided by Sketch B.V. including the provision of Updates, will be provided in a reasonable way on an “as is” basis without any warranty expressed or implied, as soon as reasonably practicable, and subject to availability of staff.
Unless as otherwise specified in this Agreement, Sketch B.V. is not obliged to provide any maintenance, technical or other support for the Sketch Platform, including the Updates.
Priority Support for Business Plan addressed at email@example.com, and firstname.lastname@example.org will be guaranteed to You within 24 (twenty four) hours from Your request from Monday to Friday from 9 am to 7 pm CET.
Without prejudice to the foregoing, You will be entitled to receive Updates to the Mac App free of charge:
- during the term of Your valid subscription (typically, 12 months if annual subscription, or 1 month in case of monthly subscription; in order to receive Updates after such term expires, You will need to renew Your subscription), or
- during the period that You qualify as an Editor.
Restrictions and Conditions
As of the Effective Date, Sketch B.V. hereby grants You the right to access and use the Sketch Platform, provided that You shall at all times comply with the Agreement and shall not use the Sketch Platform in violation of applicable laws or regulations.
By way of mere example You shall not:
- use the Sketch Platform for unlawful purposes or the promotion of illegal activities;
- use the Sketch Platform in an offensive, indecent, or otherwise objectionable way and/or in a way that could be detrimental to the reputation of Sketch B.V.;
- imply or suggest that the Content is created or endorsed by Sketch B.V. or Sketch B.V.’s licensors;
- probe, scan, or test the vulnerability of any Sketch B.V. system or network or breach or circumvent any security or authentication measures, including measures that prevent or restrict the use or copying of the Content or enforce limitations on the use of the Sketch Platform or the content accessible via the Sketch Platform without Sketch B.V.’s prior written consent and, in any case, in compliance with our Responsible Disclosure Policy;
- decompile, decrypt, disassemble, modify, copy, reformat, create derivative works of, or reverse engineer the Sketch Platform, except as expressly permitted in the Agreement;
- exploit the Sketch Platform commercially by for example (a) the sale of access to the Sketch Platform, (b) the sale of advertising or promotions placed on or within the Content or the Sketch Platform or (c) the sale of advertising or promotions on any webpage containing the Content delivered via the Sketch Platform;
- disclose Confidential Information unless if this is required by law or authoritative order;
- impersonate or misrepresent Sketch B.V. or any third party when You make available the Content;
- interfere with or disrupt Sketch B.V.’s services, servers or network in any way;
- rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit Your rights to use the Sketch Platform;
- assign Your rights to use the Sketch Platform without prior written approval of Sketch B.V.;
- use the Sketch Platform for any unlawful, illegal or suspicious activity, or to facilitate an unlawful, illegal or suspicious activity;
- delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Sketch Platform;
- copy (except as otherwise provided in the Agreement), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Sketch Platform or any parts thereof, except to the extent explicitly permitted by applicable law; or
- use the Sketch Platform in conjunction with any Content that infringes on intellectual property rights, including copyrights, of third parties.
Certain optional components of the Sketch Platform are made available under a specific Open Source Software license and, in case You elect to use them, You shall adhere to the relevant terms and conditions which can be found under public repositories at: https://github.com/sketch-hq/.
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 B.V. with respect to any such third party Content.
In order to be able to install the Mac app and receive Updates, Your computer shall have access to the Internet and shall meet the system requirements described in the documentation that can be found on the Updates page.
In order to be able to use some available functionalities of the Mac app and of the Sketch Platform, You must use a version of the Mac app not older than a year. Sketch B.V. reserves the right, at its sole discretion, to deprecate functionalities on its backend that may break versions older than one year (or more recent versions if that is necessary for security related reasons). You can check the Updates page for up-to-date release information and update the Mac app when prompted.
Sketch Account and storage
Before accessing the Web app, You must sign-up with Your name and email to create a Sketch Account, select the Standard, Business or Education Plan and agree to these Terms. By signing-up, You warrant that the sign-up details used by You are accurate and up-to-date. In particular, by signing up for a Business or Education Plan, You confirm that You are a legal representative, or are acting on behalf of such person, of the company or institution name used in the account. In all cases, You shall ensure all Your users have read and will abide by these Terms.
You are responsible for safeguarding Your login details for the Sketch Account and for any activities and actions taking place under Your login details. You are prohibited to share Your login details with any third party.
You shall notify Sketch B.V. immediately of any breach of security or unauthorized use of the Sketch Account that You become aware of.
All activities that occur under the Sketch Account are Your sole responsibility. In particular, You are responsible for maintaining complete, ongoing visibility of the Content to minimize or eliminate the risk that your Users exfiltrate Your data when leaving Your company and Sketch B.V. waives any liability in connection with such misconduct.
If You have accepted the terms and conditions in the Agreement on behalf of a company or other legal entity, You are prohibited to use the Sketch Account after You have ceased working for such company or other legal entity.
Sketch B.V. reserves the right to delete Your data and Content at its own choice:
- Within 90 days from the day that the Agreement is terminated pursuant to clause 14; and
- For existing licenses not tied to a Workspace, within 90 days from the last day that You accessed Your stored data and/or Content, in connection to data and Content created in the Mac app that is resident in Sketch Workspace(s).
With the exception of the Business Plan, You have 5 GB of storage in Your Workspace on the Web app. If You exceed this cap, You will be contacted by Sketch B.V..
Sketch B.V. saves frequently recent Versions and less frequently older Versions. In addition, Sketch B.V. always preserves any Version that was starred by You.
For avoidance of doubt, by subscribing to the Business Plan, You will have access to unlimited storage.
You acknowledge that the Sketch Platform is 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. No oral or written advice given by Sketch B.V., its dealers, distributors, agents, employees or subcontractors shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.
You use the Sketch Platform at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You only. Sketch does not warrant: (i) that the Sketch Platform will meet Your specific requirements, (ii) that the Sketch Platform will be uninterrupted, timely, secure or error free, (iii) that the results that may be obtained from the use of the Sketch Platform will meet Your expectations. Sketch specifically disclaims any implied warranties of merchantability, fitness for particular purpose, title and non-infringement.
Limitation of Liability
To the maximum extent permitted by applicable law, the total aggregate liability of Sketch B.V., its Affiliates, personnel, subcontractors, agents or any third party that has been involved in the creation, production, or delivery of the Sketch Platform for all damages arising out of or in any way relating to the Sketch Platform, shall in no event exceed the total amount(s) paid to Sketch in the preceding 12 months.
Without prejudice to the foregoing, in no event shall Sketch B.V., its Affiliates, personnel, subcontractors, agents or any third party that has been involved in the creation, production, or delivery of the Sketch Platform, be liable for indirect, incidental, special and/or consequential damages or purely financial loss such as missed business opportunities, lost sales, volume, revenue and profit, and data loss in connection with or arising out of the Agreement. In addition, Sketch B.V., 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 B.V. may make to the Sketch Platform, or any permanent or temporary (partial) termination in the provision of the Sketch Platform;
- the deletion of, corruption of, public release of, or failure to store the Content, or any other data provided by You in connection with the Web app;
- any delay, error or failure of Sketch B.V. in connection with Your sharing of the Content via the Web app;
- Your failure to provide Sketch B.V. with accurate information during the registration process;
- Your failure to keep the password for Your Sketch Account secure and confidential; or
- Any other act or omission by You that violates the terms, conditions or requirements of the Agreement and/or the applicable law.
The limitations of liability referred to in clause 12.1 and 12.2 shall not apply in the event that: (i) any negligence on the part of Sketch B.V. leads to death or physical injury or (ii) damages arise from the intent, willful misconduct or gross negligence of Sketch B.V. or the management of Sketch B.V.
You shall indemnify Sketch B.V., 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 all reasonable attorney’s fees and expenses) which Sketch B.V., its Affiliates, personnel, subcontractors or agents may incur or be liable for arising out of or in connection with this Agreement, directly or indirectly, including:
- breach of the Agreement and/or the use of the Sketch Platform, and/or
- any other act or omission by You, including but not limited to any product liability claims, even if such a claim alleges that Sketch B.V. was negligent regarding the design or manufacture of the Sketch Platform.
Duration, Suspension, Termination and Consequences of Termination
The Agreement is renewed automatically and shall terminate:
- If You terminate the Agreement at Your convenience: upon our receipt of Your notice of termination, upon Your cancelation of the subscription via the Web App or at a later date specified by You. Any rights obtained in the context of Web app or Workspace(s) will terminate automatically when You are no longer a(n) Admin, Editor or Viewer.
If You terminate the Agreement at Your convenience, immediately upon our receipt of your notice or at a later date specifically indicated by You. Your termination shall not affect any of Your existing payment obligations. For avoidance of doubt, You acknowledge and accept that:
- For annual billing, Sketch offers You a full refund within 30 (thirty) days of Your purchase;
- Subsequent purchases (additional seats) and subscription renewals are not refundable; without prejudice to the foregoing, Sketch B.V. may offer You a refund within 30 (thirty) days of the purchase date in some edge cases to be assessed by Sketch B.V. at its own discretion;
- For monthly billing, Sketch does not offer refunds, but You can cancel at any time and You will not be billed again starting from the following renewal.
- Please note, that a Sketch Platform subscription will include at least one (1) paid Editor role at all times, in order for the subscription to remain active. We charge for all Editor role(s) on each Workspace on Your Sketch Account, whether or not an end user accepts Your assignment to such role.
- If Sketch B.V. discontinues Your use of the Sketch Platform or terminates the Agreement for convenience upon prior written notice (including email) to You.
Sketch B.V. is entitled to terminate any subscriptions for the Sketch Platform, including trials, during the license term with immediate effect and without prior notice in the event You fail to comply with the Agreement or applicable laws and regulations, in the event You fail to pay Your fee for the applicable payment term, or in the event Sketch B.V. is required to do so by law or an order of an applicable court or other authoritative body.
Sketch B.V. may suspend Your access to and Your use of the Sketch Platform and terminate this Agreement 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 the Agreement, (ii) on becoming aware of any potential violation of the Agreement. Sketch B.V. relies on third-party payment processors. In case You dispute a payment with one of such third-party payment processors and You lose such dispute, You will have to reach out to Sketch B.V. to reactivate Your subscription contacting Sketch B.V. at email@example.com or, if You have purchased a Business Plan subscription, contacting Your customer success manager, if applicable.
Any terms and conditions of the Agreement that by their nature should survive termination shall survive termination, including but not limited to payment obligations stemming from entering into this Agreement (as described in clause 2.2).
You and Sketch B.V. waive their rights to rescind or annul the Agreement. Articles 3:44, 6:228 and 6:265 of the Dutch Civil Code are excluded.
On the effective date of termination of your right to use the Sketch Platform:
a) You shall cease use of the Sketch Platform, unless clause 14.6(d) applies;
b) Your right to access and use the Sketch Platform shall terminate;
c) any other rights granted to You under the Agreement shall immediately be relinquished by You;
d) unless agreed otherwise in writing with Sketch B.V., Sketch B.V. will deactivate and delete Your Sketch Account(s) and data; and
e) You shall promptly return to Sketch B.V. all Sketch Platform and Sketch’s Confidential Information in Your or any of Your employees’, agents’, subcontractors’ or (external) advisors’ possession, without withholding any copies.
These Terms incorporate the Sketch Data Processing Addendum (“DPA”), when the GDPR applies to Your use of the Sketch Platform and as relates to our processing of Controller Personal Data (as defined in the DPA). The DPA is effective as of 11 July 2022 and replaces and supersedes any previously agreed data processing addendum between You and Sketch B.V.
By using our services and accessing the Sketch Platform, You consent to our collection, use and disclosure of Your personal information as also set forth in our Privacy Statement, as updated from time to time.
You may not issue any press releases or make any other public statements regarding the Agreement, the Sketch Platform or the relationship between You and Sketch B.V., without Sketch B.V.’s express prior written consent, which may be withheld at Sketch B.V.’s sole discretion.
You may not assign or subcontract any of Your rights or obligations under the Agreement to any third party without Sketch B.V.’s prior written consent. Sketch B.V. may assign or subcontract any of its rights or obligations under the Agreement at its sole discretion. Only You and Sketch B.V. and Your and Sketch B.V.’s permitted assignees or successors may enforce the terms and conditions of the Agreement, except as expressly provided in the Agreement. To the extent that any third party stipulation is contained the Agreement, article 6:254 of the Dutch Civil Code is excluded.
A failure by Sketch B.V. to give notice to You of any breach or non-fulfillment of any provision, term or clause of the Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any provision, term or clause hereof constitute a waiver of any other provision, term or clause thereof.
Governing Law and Disputes
To the extent permitted by applicable law, the Agreement 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 B.V. and You shall exclusively be submitted to the competent court in The Hague, the Netherlands.
Contact Information and notices
- If You have any questions on these Terms of Service, and/or for other legal notices, please contact Sketch at: firstname.lastname@example.org.
- Notices will be considered to have been given at the time and on the date of transmission/shipment.