Updated July 1, 2023

 

Acceptance of these Terms

 

These Terms of Service (“Terms”) are entered into by and between you and Sticky Technologies, Inc. (“Sticky”, “us”, “we”, or “our”). These Terms govern your access to and use of the Sticky website (the “Website”) as well as the Sticky desktop application and the Sticky mobile application (each, the “App” and together with the Website, the “Service”). For purposes of these Terms, “you” and “your” means you as the user of the Service.

Please read these Terms carefully before you start to use the Service. By accessing the Website, or downloading or using the App, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Service.

 

Changes to these Terms

 

Sticky is committed to ensuring that the App is as useful and efficient as possible. We may make changes to the App, charge for the Service, and/or revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

IF YOU PURCHASE A SUBSCRIPTION (AS DEFINED UNDER FEES AND PURCHASE TERMS BELOW) TO THE SERVICE FOR A TERM (THE “INITIAL TERM”), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT STICKY’S THEN-CURRENT FEES FOR THE SERVICE UNLESS YOU EXERCISE YOUR RIGHTS TO OPT OUT OF AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION.

 

PLEASE BE AWARE THAT THESE TERMS CONTAIN AN ARBITRATION REQUIREMENT (SEE RESOLVING DISPUTES; BINDING ARBITRATION BELOW) WHICH, WITH LIMITED EXCEPTIONS, REQUIRES DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING ARBITRATION. UNLESS YOU OPT OUT OF ARBITRATION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

 

Accounts

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In order to use certain features of the Service, you must register for an account (“Account”). You agree that: (a) all information you submit in connection with your registration of an Account is correct, current and complete; and (b) you will maintain the accuracy of such information.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Service or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

Sticky may suspend or terminate your Account in accordance with the “Termination” Section below.

 

Software and License Grant

 

Use of the App requires you to download a client software package. To use the App, you must have a compatible computer or mobile device. Sticky cannot guarantee that the App will work on your particular computer or device.

 

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sub-licensable, freely revocable license to download, install, and use the App for your personal and non-commercial use only. This license is automatically revoked if you violate these Terms. From time to time, we may issue upgraded versions of the App. You agree that these Terms will apply to all such upgrades.

 

Notwithstanding anything to the contrary in this Section, with respect to any mobile application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group. Any third-party code that may be incorporated in the application is covered by the applicable open source or third-party end user license agreement, if any, authorizing the use of such code.

 

User Content

 

Certain features of the Service may permit users to upload content to the Service and send content through the Service, including messages, reviews, photos, audio, video, images, folders, data, text, graphics, and other types of information, material, and works (“User Content”) and to publish User Content on the Service. You hereby grant Sticky a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display User Content (in whole or in part) for the purposes of (i) providing the Service; and (ii) improving the Service, including as specified under Data Use Rights and Service Usage Data below. Except with respect to your User Content, you agree that you have no right, title, or interest in or to any User Content of others that appears on or in the Service. Subject to the foregoing, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

 

You represent and warrant that:

• You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our licensees, successors, and assigns.

• All of your User Content does and will comply with these Terms.

• You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Sticky, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

• We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Service.

 

You agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) abuse other users’ personal information that you receive through the Service, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) interfere with any other user’s use and enjoyment of the Service; (vii) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (viii) impersonate any person or entity, including any employee or representative of Sticky; or (ix) use software or automated agents or scripts to produce multiple Accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service.

 

Data Use Rights

 

You acknowledge that, in order for Sticky to deliver the Service at a high level of quality, as well as to continually improve the Service and develop new features, Sticky requires the ability to leverage artificial intelligence techniques, such as machine learning. Accordingly, and notwithstanding anything herein to the contrary, you hereby grant to Sticky permission to apply Sticky’s and third parties’ artificial intelligence algorithms, know-how and methodologies to User Content and other information that Sticky learns, acquires, or obtains in connection with its provision of the Service hereunder, on an aggregated and de-identified basis, for the purposes of providing and improving the Service and Sticky’s other products and services.

 

Service Usage Data

 

Without limiting the rights granted to Sticky under Data Use Rights above, you agree and acknowledge that Sticky owns all statistical data derived from the operation of the Service, including performance results (“Service Usage Data”). Sticky may use Service Usage Data to maintain, optimize and improve the Service, to develop, improve, or offer other Sticky products or services, or to otherwise operate Sticky’s business; provided, however, that if Sticky provides Service Usage Data to any third party, such Service Usage Data will be aggregated and de-identified such that you cannot be reasonably identified.

 

Intellectual Property Rights

 

The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) and all logos and trademarks are owned by Sticky, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material available via the Service except as permitted under these Terms.

 

Service Updates

 

While we will attempt to communicate any significant changes in the Service to our users, we nonetheless reserve the right to modify, update, suspend, or discontinue the Service (in whole or in part) at any time with or without notice to you. Sticky does not promise that it will always update the App so that it is relevant to you and/or works with the version that you have installed on your device. However, you agree to always accept updates to the App when offered to you. Unless we inform you otherwise, upon any termination of the Service, (a) the rights and licenses granted to you in these Terms will end; (b) you must stop using the App, and (as directed) delete it from your device. You agree that Sticky is not liable to you or to any third party for any modification, update, suspension, or discontinuation of the Service. You may need to update third-party software from time to time in order to use the Service.

 

Monitoring Content

 

Sticky does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Sticky reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Sticky chooses to monitor the content, Sticky still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

 

Third Party Terms

 

To the extent permitted by the function of the Service, you may link your Account with a valid account through which you have connected to the Service (each such account, a “Third-Party Account”). By connecting your Account to a Third-Party Account, you are allowing Sticky to access the Third-Party Account as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Sticky and/or grant Sticky access to your Third-Party Account (including, but not limited to, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sticky to pay any fees or making Sticky subject to any usage limitations imposed by such third-party service providers. By granting Sticky access to any Third-Party Accounts, you understand that Sticky may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service that you have provided to and stored in such Third-Party Account so that it is available on and through the Service via your Account in accordance with these Terms and our Privacy Policy. Unless otherwise specified in these Terms, all such content shall be considered to be User Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose to connect to the Service and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account. Please note that if a Third-Party Account or associated service becomes unavailable or Sticky’s access to such Third-Party Account is terminated by you or the third-party service provider, then your Account and User Content may no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts by accessing the applicable account settings page on the Third-Party Account.

Sticky may provide tools through the Service that enable you to export information, including User Content, to third party services. By using one of these tools, you agree that Sticky may transfer that information to the applicable third-party service. Third party services are not under Sticky’s control, and, to the fullest extent permitted by law, Sticky is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Sticky’s control, and Sticky is not responsible for their content.

The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”).

PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS OR THE THIRD-PARTY COMPONENTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND STICKY IS NOT LIABLE FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

 

Beta Services

 

We sometimes release products and features that we’re still testing and evaluating (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as Sticky’s other services. Beta Services are made available so that we can collect user feedback. As consideration for being granted access to Beta Services, you agree to provide feedback regarding your use of Beta Services upon our request.

Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those services to anyone else without our permission.

 

Fees And Purchase Terms

 

Certain products or services offered on or through the Service may be provided for free or for a fee or other charge, including services or features for which access and use is purchased on a time limited basis (each a “Subscription”). You agree to pay all applicable fees or charges to your Account, including fees for Subscriptions (if any), in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Sticky may add new products and services for free or for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion. Any increased fees for existing Subscriptions will apply solely on a forward-looking basis beginning on your next billing period.

You may be required to provide Sticky with a valid credit card, PayPal account, or other permitted payment method (“Payment Provider”) as a condition to purchase any products or services on the Service. By providing Sticky with your credit card number and associated payment information, you agree that Sticky is authorized to immediately invoice your Account for all charges due and payable hereunder and that, except as required under applicable law, no additional notice or consent is required, including any charges in connection with any renewals of a Subscription. You agree to immediately notify Sticky of any change in your billing address or other payment information. We may change the prices and billing methods for the Service on a forward-going basis, either immediately upon posting on the Service or by e-mail. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement to determine your rights and liabilities thereunder. Without limiting anything set forth therein, you acknowledge and agree that, for paid Subscriptions, we may provide your payment information to our third-party service providers (e.g., our payment processing partner) for use pursuant to our Privacy Policy.

The fee for a Subscription, if any, will be billed by Sticky at the start of your Subscription or, if applicable, at the end of any free trial period, and at regular intervals in accordance with your elections at the time of purchase. The timing of billing may change at any time. Your Subscription will continue to automatically renew indefinitely, including if you terminate your Account, until your Subscription is canceled in accordance with these Terms. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period at Sticky’s then-current price for such Subscription. You agree that your Account will be subject to this automatic renewal feature (even if you otherwise terminate your Account) unless you cancel your Subscription prior to the Renewal Commencement Date in accordance with these Terms. If you cancel your Subscription, such cancellation will be effective as of the end of your then-current Subscription term, and your Subscription will not be renewed thereafter. By purchasing a Subscription (excluding free Subscriptions), you authorize Sticky to charge your Payment Provider in accordance with your selected Subscription. Upon renewal of your Subscription, if Sticky does not receive payment via your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand and/or (ii) you agree that Sticky may either cancel or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received.

THERE ARE NO REFUNDS FOR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE SERVICE AND WE ARE NOT OBLIGATED TO PROVIDE ANY CREDITS FOR PARTIALLY USED PERIODS.

All financial transactions made in connection with the Service will be processed by Sticky or Sticky’s third-party payment service provider in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. As such, in no event will Sticky be responsible for the actions or inactions of Sticky’s third party payment service provider, including, but not limited to, system downtime or payment service outages, and any billing and fee disputes may require resolution between you and the applicable third party.

The payments required under this Section do not include any Sales Tax that may be due in connection with the Service provided under these Terms. If Sticky determines it has a legal obligation to collect a Sales Tax from you in connection with these Terms, Sticky shall collect such Sales Tax in addition to the payments required this Section. If any Service, or payments for any Service, under these Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Sticky, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Sticky for any liability or expense Sticky may incur in connection with such Sales Taxes. Upon Sticky’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Sticky reserves the right to display third-party ads before, after, or in conjunction with User Content posted on the Service, and you acknowledge and agree that Sticky has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Sticky as a result of such advertising). Sticky may be compensated if you click on a link and purchase one or more of the products or services recommended to you on the Service or in an email, blog, or other online posting sponsored by us.

Certain Subscription offerings may be available on a free trial basis (a “Free Trial”), the period of which will be communicated to you via the Service. Unless otherwise expressly set forth, your use of any such Subscription offerings will expire at the end of the Free Trial, and any further use of such offerings is prohibited unless you purchase a Subscription to such offerings. To the extent expressly indicated at the time of signing up for a Free Trial, your Free Trial will automatically convert to a paid Subscription and you will be prompted to provide details about your Payment Provider. Your Payment Provider will then be charged for the applicable Subscription unless you cancel the Subscription before the Free Trial ends. If you fail to cancel the Subscription before the Free Trial ends, you will be responsible for payment for the full term of the Subscription period. Unless otherwise expressly stated, any free trial or other promotion that provides registered user-level access to the Service must be used within the specified time of the trial.

 

Feedback

 

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Sticky, and Sticky may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Sticky any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

 

Termination

 

We may terminate or suspend your Account and bar access to the Service immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you want to terminate these Terms, you must do so by (i) notifying Sticky at any time; (ii) cancelling all of your Subscriptions; and (iii) closing your Account. These Terms will remain in effect until the end of the then-current term of any and all of your Subscriptions. UPON ANY APPLICABLE TERMINATION, YOUR SUBSCRIPTIONS WILL CONTINUE UNTIL THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THIS PARAGRAPH.

 

Indemnification

 

You agree to defend, indemnify and hold harmless Sticky and its officers, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Service; (ii) your violation of these Terms; (iii) your violation of applicable laws or regulations; (iv) Sticky’s use in accordance with these Terms of any data, content, information, or feedback, including all User Content, that you provide to Sticky; or (v) your violation, or your User Content’s violation, of any rights of another party, including any users. We may assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter for which you may have an indemnification obligation hereunder without the prior written consent of Sticky. Sticky will use reasonable efforts to notify you of any claim, action, or proceeding for which you may have an indemnification obligation hereunder upon becoming aware of it. This provision does not require you to indemnify Sticky (or its officers, employees, or agents) for Sticky’s (or its officers’, employees’ or agents’) fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, the Terms and/or your access to the Service.

 

Limitations of Liability

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL STICKY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE TO YOU FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR (II) ANY OTHER DAMAGES EXCEEDING THE AMOUNTS YOU HAVE PAID TO STICKY UNDER THESE TERMS FOR THE SERVICE DURING THE SIX (6) MONTHS PRECEDING THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED (OR EXCEEDING $100 IF NO AMOUNTS HAVE BEEN PAID), RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

Disclaimer of Warranties

 

THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND STICKY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF THE SERVICE. EXCEPT FOR STICKY’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN STICKY’S PRIVACY POLICY, STICKY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Resolving Disputes; Binding Arbitration

Please read this section carefully. It is part of your contract with Sticky and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

You and Sticky agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of Sticky (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Sticky should be sent to: Sticky Technologies, Inc., 548 Market St, PMB 97046, San Francisco, California 94104-5401, ATTN: Legal. After the Notice is received, you and Sticky may attempt to resolve the claim or dispute informally. If you and Sticky do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the United States, the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Sticky made to you prior to the initiation of arbitration, Sticky will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND STICKY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sticky otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. This Resolving Disputes; Binding Arbitration section will survive any termination of these Terms.

You have the right to opt out of binding arbitration by sending written notice of your decision to opt out to: arboptout@sticky.app, within thirty (30) days after first becoming subject to these Terms. Your notice must include your name and address, your Sticky username (if any), the email address you used to set up your Sticky Account (if you have one), and an unequivocal statement that you want to opt out of binding arbitration. If you opt out of binding arbitration, all other parts of these Terms will continue to apply to you. Opting out of binding arbitration under these Terms has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

 

Disclosures

 

If you are a California resident, you may report complaints about the Service to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

Miscellaneous

 

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. The terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Sticky’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Sticky may freely assign these Terms. These Terms shall be binding upon assignees.

 

Contact Us

 

If you have any questions or suggestions about these Terms, please contact us at legal@sticky.app.