Skylark Travel Group, Inc.

Introduction & Acceptance

Welcome to Skylark. These Master Terms & Conditions (the “Terms”) are a binding legal agreement between you (“you,” “your,” or “Client”) and Skylark Travel Group, Inc., a Delaware corporation with its principal place of business in New York, New York (“Skylark,” “we,” “us,” or “our”). Each of you and Skylark is a “Party,” and together the “Parties.”

These Terms govern your access to and use of (a) the Skylark website at www.skylark.com and any related subdomains, applications, or platforms (collectively, the “Website”); (b) the Skylark Membership Program and all associated tiers, benefits, and consulting services (the “Membership Program”); and (c) any travel-advisory, booking, planning, or related professional services we provide (together with the Website and the Membership Program, the “Services”).

By creating an account, enrolling in any membership tier, making or requesting a booking, or otherwise using any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use the Services.

You represent that you are at least eighteen (18) years of age and have the legal capacity to enter into this agreement. If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to both you individually and that entity.

Definitions

Capitalized terms used in these Terms have the meanings set forth below or in the section where they are first defined.

• “Account” means your registered user account with Skylark, including all login credentials, profile information, payment methods, and booking history.
• “FWA Platform” or “Friends With Amenities” means Skylark's proprietary booking platform offering negotiated rates and VIP amenities at participating luxury hotels.
• “Member” means a user enrolled in any tier of the Membership Program.
• “Qualifying Spend” has the meaning set forth in Section 3.
• “Travel Advisor” means a Skylark-employed or Skylark-engaged travel-planning professional.

1. Membership Tiers & Fee Structure

Skylark offers a tiered membership model designed for the next generation of discerning travelers. Current tiers, fees, and headline benefits are as follows. Skylark may modify tier benefits, fees, or eligibility criteria from time to time as permitted by Section 29.

2. Special Notice to California Consumers

This Section 2 applies to residents of the State of California and is provided to satisfy applicable California statutes, including the California Seller of Travel Law (Cal. Bus. & Prof. Code §§ 17550 et seq.). To the extent any provision of this Section 2 conflicts with another provision of these Terms, this Section 2 controls for California residents.

3. Qualifying Spend & Ledger Integrity

To maintain the exclusivity of our earned tiers, “Qualifying Spend” is strictly defined and verified as follows:

• Included: The net base room rate for completed and “consumed” hotel bookings (leisure or corporate) made through the Skylark platform.
• Excluded: Taxes; mandatory resort, destination, or service fees; on-property incidentals; airfare; ground transportation; gratuities; any bookings that are cancelled, refunded, charged back, or otherwise not consumed; and any portion of a booking paid for using gift cards, vouchers, or other Skylark-issued credits.
• Verification: Spend is credited to a member’s account only after the physical check-out of a stay and reconciliation by Skylark’s accounting team, which may take up to thirty (30) days. Skylark’s internal booking records are the sole and final authority on all spend calculations.
• Disputes: Members must raise any Qualifying Spend dispute in writing within sixty (60) days of the relevant check-out date. Disputes raised after this period are waived.

4. Best Friend Suite Upgrade

Once your annual bookings reach $50,000, Skylark Best Friend members may claim a confirmed suite upgrade, subject to the following:

• Scope: The upgrade is one (1) entry-category suite per membership year.
• Properties: The upgrade is available at participating properties.
• Availability: The upgrade is subject to availability, requires a minimum stay of three (3) nights, and excludes peak dates. If the property is at 100% capacity or no suite is otherwise available, the upgrade cannot be fulfilled, and no “make-good” credit, cash refund, or substitution will be issued.
• Forfeiture: The upgrade benefit does not roll over and is forfeited if unused during the applicable membership year.

5. Best Friend Annual Reward

Skylark will provide a promo code on request after you have paid for Skylark Best Friend once and achieved $50,000 in annual bookings.

6. Subscription, Auto-Renewal & Payment

7. Advisor Conduct & Anti-Abuse Policy

• Zero Tolerance: Any harassment, profanity, discriminatory remarks, threats, or abusive conduct directed at Skylark employees, contractors, hotel partners, or other members will result in immediate suspension or termination of your membership, without refund.
• Scope of Service: Travel-planning services are provided for standard leisure and qualifying corporate travel. Skylark may, in its reasonable discretion, limit advisor access for members whose inquiry volume, request scope, or pattern of cancellations is deemed unreasonable or abusive.
• Misuse: Fraud, misrepresentation of identity, manipulation of Qualifying Spend, or any attempt to obtain benefits to which you are not entitled will result in termination, forfeiture of all credits and benefits, and may be referred to law enforcement.

8. Membership Disclaimers & Third-Party Performance

• No Price Match: Skylark does not offer price matching against third-party or discount booking sites. Skylark’s value is derived from exclusive amenities, proprietary rates, and human expertise — not lowest-price guarantees.

Obvious Errors.Skylark, the Website, and our Travel Advisors process a high volume of rates, fees, inventory, and promotional offers, and errors do occur. An “Obvious Error” means any price, fare, rate, credit amount, fee, benefit, availability, or other term that, in Skylark's reasonable judgment, is materially incorrect, including but not limited to: (a) a rate or fee that is materially lower or higher than the prevailing market rate or the property's standard rate; (b) a credit, discount, or benefit displayed in an incorrect amount or currency; (c) a “$0” or near-zero price; (d) a duplicate or mis-keyed entry; (e) a typographical, clerical, programming, data-feed, or display error; or (f) any rate, offer, or benefit published, displayed, or quoted in error by Skylark, a Travel Advisor, a Supplier, or a third-party system.

Notwithstanding any other provision of these Terms, Skylark reserves the right, at any time before or after a booking is confirmed, payment is processed, or a benefit is issued, to (i) cancel, void, modify, or refuse to honor any booking, reservation, membership benefit, credit, or transaction affected by an Obvious Error; (ii) correct the affected price, fee, credit, or term to the rate or amount that Skylark reasonably determines was intended; or (iii) refund any amount paid in connection with the Obvious Error in lieu of performance. Skylark will use commercially reasonable efforts to notify you of any correction or cancellation made under this section. Your sole and exclusive remedy for an Obvious Error is the refund (if any) of amounts actually paid to Skylark for the affected booking or benefit, and Skylark will have no further liability of any kind, including for any direct, indirect, incidental, consequential, or reliance damages.

• Third-Party Performance: Skylark acts solely as an intermediary between you and independent hotels, airlines, transportation providers, tour operators, and other suppliers (collectively, “Suppliers”). Skylark is not liable for any act, omission, breach, delay, cancellation, injury, loss, damage, or expense caused by any Supplier, including but not limited to the actual delivery of on-property services, the condition of accommodations, or the conduct of Supplier personnel.
• Independent Contractors: All Suppliers are independent contractors and not agents, employees, or partners of Skylark.
• Data Sharing: By enrolling in a paid tier, you consent to Skylark sharing your travel preferences, status, contact details, and booking information with hotel partners and other Suppliers to facilitate your benefits and reservations. See our Privacy Policy for details.
• Benefit Changes: Benefits offered by participating properties (including FWA perks) are subject to change or withdrawal by the property at any time without notice.

9. Promotional Offers & Benefit Terms

From time to time, Skylark may offer promotional benefits, hotel credits, sign-up bonuses, or similar offers in connection with the Membership Program. Unless otherwise stated, the following baseline terms apply to all such offers:

• Eligibility: Offers are limited to the audience identified at the time of the offer (e.g., new members, Best Friend invitees) and may not be combined with other promotions unless expressly stated.
• Redemption Window: Both booking and completed stay (or other qualifying activity) must occur within the calendar window specified in the offer. Skylark may extend, modify, or terminate any window in its sole discretion.
• Booking Channel: Credits and offers are valid only for reservations made directly through Skylark (online or via a Skylark Travel Advisor).
• Credit Application: Promotional credits typically apply to a single qualifying stay or transaction. If the total credit is not fully used on that stay or transaction, any remaining balance is forfeited unless the offer expressly states otherwise.
• Payout Timing: Credits are applied after the qualifying stay or activity is completed and reconciled. Credits cannot be redeemed before check-out and have no cash value.
• Non-Transferable: Promotional benefits are tied to the primary member’s account and cannot be transferred, gifted, sold, or assigned.
• Modification & Termination: Skylark reserves the right to modify or terminate any promotional offer at any time, with or without notice, except where prohibited by law. Benefits earned and properly redeemed before termination will be honored.

10. Scope, Eligibility & Account Security

11. Intellectual Property & Trademarks

12. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation, including export control, sanctions, anti-corruption, and consumer-protection laws.
• To exploit, harm, or attempt to exploit or harm minors in any way.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including “junk mail,” “chain letters,” “spam,” or similar solicitations.
• To impersonate or attempt to impersonate Skylark, a Skylark employee, another user, or any other person or entity, including by using deceptive email addresses or display names.
• To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or that, as determined by us, may harm Skylark or our users or expose them to liability.
• To disable, overburden, damage, or impair the Services or interfere with any other party’s use, including their ability to engage in real-time activities.
• To use any robot, spider, scraper, or other automated device, process, or means to access the Services, including to monitor, copy, or harvest Content, except as permitted by an express written agreement with Skylark or by the AI agent paragraph at the end of this Section.
• To use any manual process to monitor or copy Content for any unauthorized purpose.
• To use any device, software, or routine that interferes with the proper working of the Services.
• To introduce any viruses, trojan horses, worms, logic bombs, ransomware, or other malicious or technologically harmful material.
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, the servers on which they are stored, or any related systems.
• To attack the Services via a denial-of-service or distributed denial-of-service attack.
• To use the Services to train, fine-tune, evaluate, or otherwise develop any artificial intelligence or machine-learning model, except with our prior written consent.
• To resell, rebrand, or commercially exploit the Services or any Content without our prior written consent.

AI agents acting for you. You may use a software agent, including an AI assistant, to use the Services on your own behalf, for example to search for hotels, compare rates, and make, change, or cancel your own bookings, provided that: (a) the agent acts for one individual user and only on that user’s instructions; (b) the agent obtains that user’s approval before it makes, changes, or cancels a booking, buys a membership, or sends the user’s details to Skylark, and leaves entry of passwords and payment card details to the user or to a secure sign-in or payment feature the user controls; and (c) the agent uses Content and rates only to serve that user, and is not used to bulk-collect, monitor, or resell them, or to place an unreasonable load on the Services. You are responsible for what a software agent you choose to use (other than one provided by Skylark) does on your behalf, including bookings, payments, and cancellations it makes, as if you had done it yourself. Skylark publishes guidance for agents at skylark.com/skill.md. Skylark may limit, suspend, or block any automated access that does not meet these conditions.

13. Third-Party Links & Services

The Website may contain links to third-party websites, applications, or services that are not owned or controlled by Skylark, including hotel sites, booking engines, payment processors, and reporting tools. Skylark does not monitor, review, endorse, or assume responsibility for the content, privacy practices, or operations of any third-party services. Access is at your own risk and subject to the terms and conditions of those third parties.

14. Geographic Restrictions

Skylark is based in the State of New York, United States. We provide the Services primarily for use by persons located in the United States. We make no claims that the Services or any Content are accessible, lawful, or appropriate outside of the United States. Access from outside the United States is at your own initiative, and you are responsible for compliance with local laws. Certain Services or features may be restricted by us based on your location.

15. User Submissions & Feedback

If you submit any reviews, photos, comments, suggestions, ideas, or other materials to Skylark (“Submissions”), you grant Skylark a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Submissions in any media. You represent that your Submissions are your original work, do not infringe any third-party rights, and comply with these Terms. We are not obligated to use, attribute, or compensate you for any Submission.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKYLARK AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the generality of the foregoing, Skylark does not represent or warrant that: (a) the Services will be uninterrupted, secure, or error-free; (b) defects will be corrected; (c) the Services or the servers that make them available are free of viruses or other harmful components; (d) any travel data, itineraries, invoices, or third-party content is accurate, complete, or current; or (e) the results obtained from using the Services will meet your requirements. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, anti-virus protection, and external backup of any data.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKYLARK, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OR INABILITY TO USE THE SERVICES, ANY WEBSITES LINKED TO THE SERVICES, ANY CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA — EVEN IF FORESEEABLE AND EVEN IF SKYLARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SKYLARK AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO SKYLARK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The foregoing limitations apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions or limitations may not apply to you; in such jurisdictions, Skylark's liability is limited to the greatest extent permitted by law.

18. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Skylark, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors, suppliers, and successors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your use or misuse of the Services; (c) your Submissions; (d) your violation of any law or the rights of any third party; or (e) any action taken by Skylark as part of an investigation of a suspected violation of these Terms or as a result of its finding that a violation has occurred. Skylark reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with Skylark.

19. Force Majeure

Skylark will not be liable for, nor be deemed to be in breach of these Terms by reason of, any delay or failure in performance caused by events beyond its reasonable control, including but not limited to: acts of God; natural disasters (including hurricanes, earthquakes, floods, wildfires, and volcanic activity); fire, flood, or extreme weather; epidemics, pandemics, public-health emergencies, quarantines, or government-mandated travel restrictions; war, terrorism, civil unrest, insurrection, or riots; cyberattacks, ransomware, or large-scale internet or telecommunications outages; strikes, labor disputes, or supplier failures; embargoes, sanctions, or changes in law; and any acts or orders of any governmental authority (each, a “Force Majeure Event”).

In the event of a Force Majeure Event, Skylark may, in its reasonable discretion, suspend the Services, cancel or reschedule affected bookings, extend deadlines for benefit redemption, or take other reasonable measures, without liability. Skylark will use commercially reasonable efforts to mitigate the impact of a Force Majeure Event on members.

20. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THIS LIMITATION APPLIES REGARDLESS OF ANY LONGER STATUTE OF LIMITATIONS THAT MIGHT OTHERWISE APPLY, EXCEPT WHERE PROHIBITED BY LAW.

21. Informal Resolution

Before initiating any arbitration or legal proceeding, you and Skylark agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) informally for at least sixty (60) days. To initiate informal resolution, you must send a written “Notice of Dispute” to Skylark at legal@skylark.com (or by mail to: Skylark Travel Group, Inc., Attn: Legal Department, New York, NY) that describes the nature and basis of the Dispute and the relief sought. Skylark will send any Notice of Dispute to the email address on file for your Account. If we cannot resolve the Dispute within sixty (60) days, either Party may proceed with arbitration in accordance with Section 22.

22. Binding Individual Arbitration

Except as set forth in Section 24, you and Skylark agree that any Dispute that is not resolved informally will be resolved exclusively by final and binding individual arbitration, rather than in court.

• Arbitration Administrator:Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect (the “AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.
• Arbitrator: The arbitration will be conducted by a single neutral arbitrator selected in accordance with the AAA Rules. The arbitrator will have exclusive authority to resolve any Dispute, including any threshold question of arbitrability, the scope or enforceability of this arbitration agreement, or whether a Dispute is subject to arbitration.
• Location & Format: Arbitration will be conducted in the County of New York, New York, or, at your election, by telephone, videoconference, or on written submissions where permitted by the AAA Rules.
• Governing Law in Arbitration: The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this arbitration agreement. The substantive law of the State of New York will apply to the Dispute, without regard to its conflict-of-laws principles.
• Fees:Each Party will bear its own attorneys' fees and costs, except as may be awarded by the arbitrator under applicable law. Skylark will pay any filing, administrative, and arbitrator fees to the extent required by the AAA Rules or applicable law for consumer arbitrations.
• Award:The arbitrator's award will be in writing and binding on the Parties. Judgment may be entered on the award in any court of competent jurisdiction.
• Opt-Out: You may opt out of this arbitration agreement by sending a signed written notice to legal@skylark.com within thirty (30) days after first accepting these Terms. The notice must include your full name, mailing address, email address, and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms.

23. Class Action & Jury Trial Waiver

YOU AND SKYLARK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. UNLESS YOU AND SKYLARK BOTH AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

YOU AND SKYLARK ALSO WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE THAT, FOR ANY REASON, PROCEEDS IN COURT RATHER THAN IN ARBITRATION.

If a court or arbitrator decides that any part of this Section 23 is unenforceable as to a particular claim or request for relief, that claim or request for relief (and only that claim or request for relief) will be severed and may be brought in a court of competent jurisdiction; all other claims will remain subject to arbitration.

24. Governing Law & Judicial Forum (Carve-Outs)

Notwithstanding the foregoing, the following matters are excluded from mandatory arbitration: (a) small-claims actions brought on an individual basis within the jurisdictional limits of the small-claims court; (b) actions to enforce, protect, or seek injunctive or other equitable relief for the infringement or misappropriation of intellectual property or violations of confidentiality; and (c) any other claim that, by applicable law, cannot be subject to mandatory arbitration.

All other matters relating to these Terms and the Services, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), are governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rule. Any legal suit, action, or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in the City and County of New York, New York, and you and Skylark consent to the personal jurisdiction of, and venue in, such courts and waive any objection to such venue.

25. Privacy & Data Protection

Skylark's collection and use of personal information in connection with the Services is described in our Privacy Policy, available at www.skylark.com/about/privacy, which is incorporated by reference into these Terms. By using the Services, you acknowledge and agree to the terms of the Privacy Policy.

If you sign in with Google, Google shares your name, email address, and profile photo with Skylark. We use them only to create and sign you in to your Skylark account and to contact you about your bookings and membership; we do not sell them or use them for advertising. Skylark's use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements.

26. DMCA / Copyright Infringement Policy

Skylark respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), 17 U.S.C. § 512, Skylark will respond to claims of copyright infringement that are properly submitted to our designated copyright agent.

27. Accessibility Statement (ADA / WCAG)

Skylark is committed to making its Services accessible to people with disabilities. We strive to align with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and the requirements of the Americans with Disabilities Act (ADA) and applicable state accessibility laws.

Accessibility is an ongoing effort. If you have difficulty accessing any feature or content on the Services, or if you would like to request information or services in an accessible format, please contact us at accessibility@skylark.com or call us at the telephone number listed on our Website. Please describe the issue, the page or feature involved, and the accommodation you are seeking, and we will work in good faith to provide access, information, or the service through an alternative communication method, free of additional charge.

This statement does not create a substantive legal right, waiver, or admission, and is provided in the spirit of accessibility and inclusion.

28. Export Controls & Sanctions

You agree to comply with all applicable U.S. and international export control, re-export, sanctions, and import laws, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. You represent that (a) you are not located in, or a resident or national of, any country subject to a comprehensive U.S. embargo; and (b) you are not listed on any U.S. government list of prohibited or restricted parties.

29. Changes to These Terms

Skylark may modify these Terms or impose new or additional terms at any time in its sole discretion. We will post the revised Terms on the Website and update the “Last Updated” date. For material changes, we will use reasonable efforts to provide advance notice (e.g., by email or in-product notice) before the changes take effect. Your continued use of the Services after the effective date of a revision constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and may cancel your membership in accordance with Section 6.3.

30. Electronic Communications & E-SIGN Consent

By using the Services, you consent to receive communications from Skylark electronically, including by email, push notification, or posting on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This consent is given under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act). You may withdraw your consent by closing your Account; however, withdrawal may prevent your continued use of the Services.

31. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Skylark's prior written consent, but may be assigned by Skylark without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

32. Severability, Waiver & Survival

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the Parties, and the remaining provisions will continue in full force and effect. Skylark's failure to enforce any right or provision will not constitute a waiver of that or any other right or provision. Any provision that by its nature should survive termination of these Terms — including Sections 11 (IP), 16–20 (disclaimers, liability, indemnity, force majeure, time bar), 22–24 (dispute resolution), 25 (privacy), and 32–34 — will survive.

33. Entire Agreement

These Terms, together with the Privacy Policy and any additional terms incorporated by reference or presented at the point of purchase or enrollment, constitute the entire agreement between you and Skylark with respect to the Services and supersede all prior or contemporaneous understandings, agreements, or communications, whether oral or written.

34. Contact Information

If you have questions about these Terms, please contact us: info@skylark.com