Thank you (“you”, or “your”) for your interest in Stringr Inc. ("Stringr", "we", "us", or “our”). Stringr’s mobile application ("App"), the web site at stringr.com ("Site"), and all related web sites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by Stringr (together with the App and Site, the "Service"). The Service provides an online marketplace for you and other media content contributors ("Contributors") to upload Contributor Content (defined below) onto an integrated platform where third parties, such as media organizations, can search, view, request, purchase, and/or download such Contributor Content (the "Customers"). This Contributor Agreement ("Agreement") describes the rights that you grant to Stringr in any photographs, pictures, images, moving images, videos, audiovisual materials, or other media that you upload, submit or otherwise provide to the Service, together with any associated information, tags, metadata, titles or releases obtained in connection therewith (collectively "Contributor Content") and governs the terms by which such Contributor Content is made available for licensing to Customers via the Service.
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I ACCEPT" OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE TO THIS AGREEMENT, OR BY UPLOADING, SUBMITTING OR OTHERWISE PROVIDING CONTRIBUTOR CONTENT TO THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME AS DESCRIBED IN SECTION 10.D BELOW, AND WHICH INCORPORATES BY REFERENCE THE STRINGR Terms of Service AND Stringr’s PRIVACY POLICY. If any terms in this Agreement conflict with the Terms of Service or Privacy Policy, the terms set out in this Agreement will take precedence.
1. Submission of Contributor Content
Once you have read, understood and accepted the terms of this Agreement (along with our Terms of Service and our Privacy Policy), you may register for an account on the Service and upload, submit or otherwise provide Contributor Content to the Service. By uploading, submitting or otherwise providing Contributor Content to us, you are offering us rights to such Contributor Content on the terms of this Agreement. If we accept your offer by posting your Contributor Content onto the Service, we will without further action have the licensed rights to the accepted Contributor Content as set forth in Section 2; however, for purposes of clarity, the copyrights and other intellectual property in and to all Contributor Content remain with the owner of such copyrights and except as specifically set forth herein, the licenses hereunder shall not be construed to transfer any copyrights to Stringr.
2. Licenses to Stringr
A.Contributor Content License.
Except for In-Demand Content as described in Section 2.B, by uploading, submitting or otherwise providing any Contributor Content to the Service, you hereby grant Stringr a perpetual, worldwide, non-exclusive and irrevocable right and license (but we assume no obligations whatsoever) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such Contributor Content.
Except for In-Demand Content (as set forth in Section 2.B, you will be compensated for Contributor Content in accordance with Section 3.A.
B.In-Demand Content Exclusive License.
If you upload, submit or otherwise provide Contributor Content in response to a request made by a Customer on the Service ("In-Demand Content"), you hereby grant Stringr and its licensees an exclusive, irrevocable, worldwide right and license (but we assume no obligations whatsoever) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such In-Demand Content.
you will be compensated by Stringr for In-Demand Content in accordance with Section 3.B.
For the avoidance of doubt, except where specifically identified as applicable to “In-Demand Content”, all provisions applicable to the "Contributor Content" and all references to the "Contributor Content" in this Agreement shall include and apply to In-Demand Content.
C.Use in Artificial Intelligence and Machine Learning. You acknowledge and agree that the foregoing license set forth in Sections 2A and 2B provides Stringr the right to use, or permit others to use, the Contributor Content in connection with the training, testing, development, and operation of machine-learning or artificial intelligence systems (“AI/ML Systems”). You further acknowledge and agree that all outputs and works generated by the AI/ML Systems, including any that may be derived from or use the Contributor Content as part of the training data, are owned solely by Stringr and its licensees.
D.Contributor Credentials; Marketing and Promotional Activities. You may, at your sole discretion, supply us with the credential information for your Contributor Content, such as your name, a short biography, web site URL, or links to your social media accounts ("Contributor Credentials"). We may, at our sole discretion, publish on the Service or otherwise make available to our Customers, your username or such Contributor Credentials in connection with your Contributor Content. You grant us a perpetual, non-exclusive, worldwide and royalty-free right and license, without payment of any compensation to you, to: use your username and Contributor Credentials, including your name and likeness, in connection with your Contributor Content (including, without limitation, the right to ,grant such permission to our Customers to do the same); and use your username, Contributor Credentials, and Contributor Content in connection with Stringr’s marketing or promotional activities. Further, you acknowledge and agree that we may, but are under no obligation to, advise Customers to credit you as the creator of your Contributor Content where crediting is customary.
E.Moral Rights. You hereby waive any "moral rights" related to your Contributor Content, including: the right to be identified as the creator or author of your Contributor Content; and the right to object to the modification of your Contributor Content. In addition, you acknowledge that we have no responsibility whatsoever for the compliance by Customers or other third parties with the terms of any agreement that may be entered into between Stringr and any such Customer or third party. You also agree that, notwithstanding any rights you may have to pursue any Customer or third party at law, we shall have no liability to you, any Customer, or any third party for any breach of said agreement or infringement or wrongful conduct by any such Customer or third party.
F.Other Rights. We also will have the right (but not the obligation) to edit, resize, resample, convert, correct, crop or otherwise composite your Contributor Content to correct what we determine in our sole discretion to be an error, misleading statement, malfunction or omission or for purposes of facilitating the marketing, distributing, sale and licensing of your Contributor Content; provided that any screening, review, correction and/or editing of your Contributor Content performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
3. Contributor Compensation
A.Contributor Content Pricing. Except for In-Demand Content, for any Contributor Content that you upload, submit or otherwise provide through the Service, Stringr shall pay you a fixed rate, as set forth in the attached table (“Pricing Table”) for each unique download by a Customer of your Contributor Content. These fixed rates shall only apply to unique downloads; thus, if a single Customer downloads the same item of Contributor Content more than once, you will be paid once only. The Pricing Table will be updated regularly at our discretion to reflect current market conditions and exchange rates. The amount paid to you will be based on our published rates at the time the Customer downloads the Contributor Content.
B.In-Demand Content Pricing. If a requesting Customer purchases your In-Demand Content pursuant to Section 2.B, Stringr shall pay you the amount set forth in the push notification made available to you on the Service prior to your submission of the applicable In- Demand Content (the "In-Demand Rate"). You acknowledge and agree that the In-Demand Rate shall be determined in Stringr's sole discretion, taking into account certain factors, including geographical location, time of day, type of Customer request, and other various factors as may be determined by Stringr from time to time. The In-Demand Rate shall apply to unique downloads; thus, if the requesting Customer downloads the same item of In-Demand Content more than once, you will be paid once only. Your acceptance of the In-Demand Rate shall be subject to the terms and conditions of this Agreement and any separate terms that may apply between you and Stringr.
C.No Royalties. You acknowledge and agree that no royalties or other compensation, other than those set forth in Sections 3.A and 3.B shall be payable to you by Stringr hereunder for its use of the Contributor Content.
D.Payment Terms. Without limiting Sections 3.A and 3.B, all payments made to you under this Agreement ("Contributor Fees") shall be governed by the following terms:
Tax Forms. If you are a "US Person" as said term is defined by the IRS, and you receive Contributor Fees exceeding five hundred dollars ($500) in a fiscal year, we may require you to submit a signed and completed IRS Form W-9 to Stringr for us to make any further payments to you. If required, you will receive an email containing instructions on how to download and submit this IRS form to us. Foreign persons might be subject to U.S. income tax on income they receive from U.S. sources. If you are a "Foreign Person" as said term is defined by the IRS, a signed and completed IRS Form W-8 may be required to be submitted to Stringr for you to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. If required, you will receive an email containing instructions on how to download and submit this IRS form to us.
Payment Date. Payments for Contributor Fees (“Payment”) will be issued within two business days following each unique download of your Contributor Content. Unless we are missing any required information from you (such as required Tax Forms or Paypal information), Payments are automatic and do not need to be requested. If you are credited with a download or multiple downloads, and Stringr for any reason thereafter issues a refund to the Customer that downloaded your Contributor Content (each a “Refund”), Stringr shall have the right to deduct such Refund from any Payment of owed or future Contributor Fees.
Withholdings and Set Offs. To the extent determined by us to be appropriate, Payment will be net of: taxes or other withholdings that we determine are required by applicable law; bad debts or other uncollectible sums; legal and other reasonable fees incurred in enforcing this Agreement or any other Agreement between you and Stringr; fees, charges and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check or alternative payment method and/or currency conversion for payments received by us or paid to you in a currency other than U.S. Dollars; refunded payments for your Contributor Content; and any amounts owing by you to us under this Agreement or otherwise. Without limiting the generality of the foregoing, we are entitled to set-off against any amount owing to you, all amounts to which we are or may be entitled under this Agreement, any other agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement.
Payment Method. Contributors will receive payments solely through PayPal, a third-party online payment processing service. The PayPal service is not under our control; PayPal has its own independent user agreement and privacy policy that will govern your use of the PayPal service, in addition to any other agreement entered into by and between you and PayPal. Stringr's obligation to make payment to you hereunder shall be fulfilled by submitting payment to your PayPal account via the PayPal service. You shall not share your PayPal account with any third party including any other Stringr contributor.
4. Representations and Warranties
You are solely responsible for your Contributor Content and the consequences of uploading, submitting or otherwise providing your Contributor Content. By uploading, submitting or otherwise providing Contributor Content, you affirm, represent, and warrant the following:
A.you have the legal capacity and authority to enter into this Agreement, you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize Stringr and its Customers to use and distribute your Contributor Content as necessary to exercise the licenses granted by you in Section 2 and in the manner contemplated by the Service, and have not granted any rights or licenses to your Contributor Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with this Agreement.
B.your Contributor Content, and the use of your Contributor Content as contemplated by this Agreement, does not and will not: infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or cause Stringr to violate any law or regulation;
C.all information provided to Stringr by you is accurate and complete, including but not limited to all information relating to or associated with your Contributor Content, and you agree to update such information as is necessary for such information to continue to be accurate and complete;
D.no portion of your Contributor Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and your Contributor Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Service, including without limitation the Site and the App, or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way;
E.you have used all reasonable efforts to provide the information necessary to enable the effective marketing of your Contributor Content on the Service, and such information is accurate, complete and not misleading in all material respects and does not include any false, misleading or inapplicable metadata, and to the extent that after submission of your Contributor Content you learn of anything to the contrary, you will promptly update and correct such information provided to us;
F.your Contributor Content has not been obtained, created or submitted to us under this Agreement in violation of any law;
G.your Contributor Content is not subject to any terms or conditions that might be breached by your Contributor Content being used, distributed or licensed by us as contemplated under this Agreement; and
H.if after the submission to us of any Contributor Content, you receive any notice or otherwise learn that any of the representations made by you in this Agreement were not accurate and complete, or are no longer are accurate and complete, in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written Notice (as set forth in Section 10.F) of all relevant facts regarding the same and if appropriate, remove your Contributor Content from the Service.
5. Indemnification
You agree to defend, indemnify and hold harmless at your own expense, all suits, claims, or proceedings (“Actions”) against Stringr and its officers, directors, employees, consultants, affiliates, subsidiaries, representatives, agents, Customer, or Customer’s customers (each a “Stringr Entity” and together the "Stringr Entities”) arising out of or relating to any Action that if proven would constitute a breach by you of this Agreement or any representation, warranty, or obligation contained herein, Action that if proven would constitute a failure to fulfill any responsibility or obligation assumed by you under this Agreement, or Action that a use of or other action regarding your Contributor Content by us or by a Customer as contemplated under this Agreement infringes, misappropriates, or violates any copyright, trademark, trade secret, moral right, right of publicity or privacy or other intellectual property right of a third party, defames a third party or otherwise gives the right of a tort action by a third party. You agree that you shall pay all sums, including attorneys’ fees, which by settlement agreement, judgment or decree in any Action, may be assessed against a Stringr Entity related thereto. Stringr will provide you with written Notice of any Actions against a Stringr Entity. Your defense and indemnification obligations set forth in this Section shall survive the cancellation, termination, or expiration of this Agreement. As a breach of the foregoing provisions may give rise to damages suffered by Stringr which may be difficult if not impossible to ascertain, Stringr may at its option obtain specific enforcement of your obligations hereunder.
In the event of any Action for which indemnification may be sought under this Section, the Stringr Entity shall have the right to select its own counsel, and you shall reimburse the Stringr Entity for the reasonable attorneys' fees and costs incurred by the Stringr Entity in connection with such defense. You shall not settle or compromise any such claim, demand, action, suit, or proceeding without the prior written consent of the Stringr Entity, which consent shall not be unreasonably withheld.
6. Infringement of Contributor Content
A.While Stringr takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by Customers or other third parties, Stringr has no obligation whatsoever to pursue any legal action against any alleged infringer of any of your rights in and to your Contributor Content. Notwithstanding the foregoing, you hereby grant Stringr the right and authority to bring any lawsuit and/or take any action as Stringr deems appropriate to protect Stringr's rights in your Contributor Content.
7. Term and Termination
A.Term. Notwithstanding anything else set forth in this Section 7, the licenses granted by you under this Agreement to your Contributor Content, including any In-Demand Content, shall remain in full force and effect under the terms of such license and shall survive the termination of your account and/or the removal of your Contributor Content.
B.Termination by You. Upon receipt of a written request from you, Stringr will terminate your account no later than ninety (90) days following receipt. You may remove your Contributor Content from your account at any time.
C.Termination by Stringr.
Stringr has the sole right to terminate your access to the Service and to refuse to accept or to remove your Contributor Content from the Service at any time and for any reason. Contributor Content will be removed if Stringr believes that your Contributor Content will subject any Stringr Entities to legal action or if your Contributor Content violates the terms of this Agreement, the Terms of Service, or any other agreement that you have with Stringr.
Stringr has the right to refuse to establish your account, or to close any existing account belonging to you, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, submission of material that is obscene in nature or that might be construed as defamatory, for any breach of the terms of this Agreement or any other agreement that you have with Stringr, or for convenience.
D.Effect of Termination. If your account is terminated for any reason, you must obtain written authorization from Stringr prior to establishing another account. You may not have more than one active account at any time without the prior written consent of Stringr in each instance. If such consent is granted by Stringr, you agree that you shall not submit identical Contributor Content from your prior account.
E.Survival of Terms. The terms and provisions of 2 through 12 shall survive termination or expiration of this Agreement for any reason.
8. Disclaimer of Warranties
THE SERVICE IS PROVIDED BY US ON AN "AS IS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE SHALL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SERVICE WILL BE ACCURATE; OR THAT CUSTOMERS OR OTHER THIRD PARTIES WILL PERFORM THEIR OBLIGATIONS AS PROMISED TO YOU OR TO STRINGR. SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THEREFORE, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS.
9. Limitation of Liability
A.YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF OUR SERVICE, INCLUDING ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT STRINGR IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO ANY CONTENT OR MATERIAL SUBMITTED TO THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR CONTRIBUTOR CONTENT, AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTRIBUTOR CONTENT UPLOADED, SUBMITTED OR OTHERWISE PROVIDED TO US.
B.STRINGR SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST ROYALTIES OR PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE OR SUBMISSION OF ANY CONTRIBUTOR CONTENT, OR ANY DAMAGES, COSTS, LOSSES, PROCEEDING OR LOST ROYALTIES OR PROFITS WHATSOEVER RELATING TO OR ARISING OUT OF ANY USE, COPYING, MODIFICATION, DISPLAY, PERFORMANCE, DISTRIBUTION THEREOF OR OTHER ACTION BY ANY CUSTOMER OR ANY OTHER THIRD PARTY, OR RELATING TO THE RESULTS FROM THE USE THEREOF OR OTHERWISE, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
C.NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF STRINGR UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF THE SERVICE, YOUR SUBMISSION OF ANY CONTRIBUTOR CONTENT OR ANY OTHER AGREEMENT (REGARDLESS OF THE AMOUNT OF CONTRIBUTOR CONTENT YOU
SUBMIT TO US) SHALL BE LIMITED TO AN AGGREGATE OF ONE THOUSAND ($1,000) U.S. DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO THE FEES THAT ARE EXPRESSLY PAYABLE TO YOU HEREUNDER.
D.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
E.No action, regardless of form, arising under this Agreement or relating to or arising out of your use of the Service or your submission of any Contributor Content or any other agreement may be brought by you more than one year after the cause of the action has accrued.
F.We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control.
G.YOU ACKNOWLEDGE AND AGREE THAT THE FEES FOR THE USE OF YOUR CONTRIBUTOR CONTENT REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, AND THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
10. Miscellaneous Provisions
A.Independent Contractors. The parties to this Agreement are independent contractors, and nothing in this Agreement or the rights granted herein, any upload or submission of Contributor Content or access to or use of the Service shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
B.Information Audit. Upon reasonable Notice, you will promptly allow us to inspect and provide us with information or documentation requested by us relating to the creation of any Contributor Content, clearances or releases that have been obtained for any of any Contributor Content, and/or licenses, agreements or instruments relating to ownership of or rights to any Contributor Content. You also consent to us providing any of the same you have provided to us to Customers or prospective Customers.
C.Governing Law. This Agreement is governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and Stringr agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in New York, New York for the purpose of litigating any dispute.
D.Modification of this Agreement. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we will use reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register an account, through a pop-up window on the Service, or other similar mechanism. Any material modifications to this Agreement will be effective upon the earlier of your first use of the Service with actual Notice of such change, or 30 days from posting of such change, provided that any Contributor Content that you upload, submit or otherwise provide to us under this Agreement shall be governed by the version of the Agreement that was in effect at the time of such submission; and any disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Immaterial modifications shall be effective upon publication. If you do not agree to the modified Agreement, your sole and exclusive remedy is to terminate your account and you may no longer use the Service.
E.General. This Agreement, together with the Terms of Service and Privacy Policy, is the entire and exclusive understanding and agreement between you and Stringr regarding your use of the Service and your submission of your Contributor Content. Except as expressly permitted above, this Agreement may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
F.Notices. All notices, requests, demand, and other communications (each a “Notice”, collectively “Notices”) shall be in writing and shall be deemed duly given if delivered personally, sent by registered or certified mail (return receipt requested), or sent via a reputable overnight courier service to the addresses specified below.
- Notices to Stringr shall be sent to Stringr, Inc., Attn: Brian McNeill, 228 Park Ave, Suite 50338, New York, NY 10003.
- Notices to You shall be sent to the address and email set forth on your account. You are responsible for updating your account to ensure that this information is up to date and correct.
Notices shall be effective upon receipt if delivered personally or sent by email, three (3) business days after being mailed via registered or certified mail, and one (1) business day after being sent via overnight courier service.
11. Dispute Resolution, Arbitration, Legal Proceedings
A.Generally. In the interest of resolving disputes between you and Stringr (each a “Dispute”) in the most expedient and cost-effective manner, the parties agree that every dispute arising in connection with this Agreement will attempt to be resolved first by alternative dispute resolution (“ADR”), and if that is unsuccessful then by arbitration or legal action as set forth herein.
B.ADR Notice and Process. A party who has a Dispute arising out of or relating to this Agreement must first send a written Notice of the Dispute to the other party via the process set forth in the Section 10.F. Notice of a Dispute must: describe the nature and basis of the Dispute; and set forth the specific relief sought ("Demand"). The parties agree to use good faith efforts to resolve the Dispute, but if the parties are unable reach an agreement to do so within thirty (30) days after the Notice is received, either party may commence an arbitration proceeding or other legal action as set forth herein.
C.Arbitration. All Disputes that are unable to be resolved using ADR, except those set out in Section 11.E, shall be resolved through binding arbitration. Any arbitration between you and Stringr will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Stringr. Arbitration shall take place in New York, New York, unless otherwise agreed to in writing by the parties prior to commencement of arbitration. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
D.Other Legal Actions. The parties agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: bring an individual action in small claims court; pursue an enforcement action through the applicable federal, state, or local agency if that action is available; seek injunctive relief in a court of law; or to file suit in a court of law to address an intellectual property infringement claim.
E.Settlement Discussions. During any arbitration or other legal proceeding, the amount of any settlement offer made by a party to the other party during ADR or otherwise must not be disclosed until after the arbitrator or court makes a final decision and award, if any. If the Dispute is finally resolved through arbitration in your favor, Stringr will pay you the highest of the following: the amount awarded by the arbitrator, if any; the last written settlement amount offered by Stringr in settlement of the dispute prior to the arbitrator's award; or $1,000.
F.No Class Actions. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both the parties agree otherwise, a party shall not request that an arbitrator or court consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, then the parties agree that Section 11.C will govern any Dispute.
G.Attorney Fees. If either party incurs any legal fees associated with the enforcement of this Agreement or any of its rights hereunder, the prevailing party shall be entitled to recover, in addition to all other damages to which it may be entitled, its reasonable outside attorney's fees and related costs and expenses from the other party.
12. Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
13. Stringr Contact Information
The Service is offered by Stringr Inc. located at 228 Park Ave, Suite 50338, New York, NY 10003. You may contact us by sending correspondence to that address or by emailing us at support@stringr.com.