PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY.  THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE AND SERVICE OFFERED BY NO FILTER, INC.  (“NO FILTER”), CURRENTLY ACCESSIBLE VIA www.strmz.io (“WEBSITE”).  THESE TERMS OF SERVICE GOVERN (I) THE USE OF THE WEBSITE AND APPLY TO ALL USERS USING THE WEBSITE IN ANY WAY AND (II) THE SERVICES, SOFTWARE, AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH, A “SERVICE” AND COLLECTIVELY, THE “SERVICES”).

By clicking the “Accept” button, completing the registration process, using any of the Services, and/or browsing the Website, you represent that (1) you have read, understand, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with No Filter, and (3) you have the authority to enter into this Agreement personally or on behalf of the entity you have named as the user, and to bind that entity to this Agreement.  The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered for an Account with No Filter through the Services.  If you do not agree to be bound by this Agreement, you may not access or use the Services.

SECTION 17 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT.  SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

No Filter will provide the Services (referred to as "strmz.io", "the Streaming Platform" or "the strmz.io Platform"), and you may access and use the Services, in accordance with this Agreement. No Filter may provide any of the Services hereunder through any of its Affiliates. If you order Services through an on-line registration page or a Subscription Order Form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which you choose to use, those additional terms are hereby incorporated into this Agreement in relation to your use of that Service. Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Website (“Supplemental Terms”), which are subject to, and incorporated by reference into, this Agreement.  To the extent there is any conflict between this Agreement and any Supplemental Terms, such Supplemental Terms will control with respect to the subject matter of such conflict.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY NO FILTER IN ITS SOLE DISCRETION AT ANY TIME.  WHEN CHANGES ARE MADE, NO FILTER WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE ON THE SERVICES AND UPDATE THE “LAST UPDATED DATE” AT THE TOP OF THIS AGREEMENT.  IF WE MAKE ANY MATERIAL CHANGES TO THE AGREEMENT, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE SERVICES AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION.  ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS OF USE, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF NO FILTER PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH NO FILTER MAY REQUIRE BEFORE FURTHER USE OF THE SERVICES IS PERMITTED.  IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT.  OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT.  PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT AGREEMENT.  YOU AGREE THAT NO FILTER’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

1.    Services; License Grant

1.1. Overview.  The Services enable you to schedule, host and record live-streamed meetings and events, and to allow any Authorized Users to join those meetings and events. 

1.2. License.  Subject to the terms and conditions of this Agreement, during the Term (as defined below), No Filter hereby grants you a non-exclusive, worldwide, royalty-free, non-transferable, non-sub-licensable right for you and any of your employees and independent contractors authorized by you to access and use the Services on your behalf (“Authorized Users”) to (a) access and use the Services on a remote basis, including any software programs and associated interfaces and related technology that No Filter makes available pursuant to this Agreement, in accordance with the standard end-user technical documentation, specifications, materials and other information No Filter may make available electronically (the “Documentation”) and (b) to use and reproduce a reasonable number of copies of the Documentation, in each case, solely for your own internal business purposes.

1.3. License Restrictions.  You agree that you will not, and will not permit any other party to, directly or indirectly: (a) access or use the Services or Documentation except as expressly permitted herein; (b) modify, adapt, alter or translate the Services or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation except as expressly allowed under this Agreement; or (f) disclose or transmit any data contained in the Services to any individual, except as expressly allowed herein.  You acknowledge and agree that the Services and Documentation will not be used, and are not licensed for use, in connection with any of your time-critical or mission-critical functions. 

 

2.    Your Account

2.1. Registering Your Account.  In order to access the Services, you will be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”). 

2.1.1.      Account Creation.  If you are an Authorized User, then the Registered User with administrative credentials for the Account (the “Authorized Account Administrator”) may have to send you an invitation to join or otherwise approve your registration.  If you are the Authorized Account Administrator, then you may be assigned different permissions than other end users and you represent and warrant that you will only use the features and functionality of your Account.

2.2. Registration Data.  In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using No Filter’s Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Website and Services by minors.  You may not share your Account or password with anyone, and you agree to notify No Filter immediately of any unauthorized use of your password or any other breach of security; and exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or No Filter has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, No Filter has the right to suspend or terminate your Account and refuse any and all current or future use of the Website or Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. No Filter reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use any Services if you have been previously removed by No Filter, or if you have been previously banned from any of No Filter’s products or services.

2.3. Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of No Filter.

2.4. System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

 

3.    Responsibility for Content

3.1. Types of Content.  You acknowledge that all content distributed via the Services is your sole responsibility.  This means that you, and not No Filter, are entirely responsible for all content uploaded, posted, e-mailed, transmitted or otherwise made available (“Make Available”) through the Services, including the Recordings (collectively, “User Content”).

3.2. No Obligation to Pre-Screen Content.  You acknowledge that No Filter has no obligation to pre-screen any User Content, although No Filter reserves the right in its sole discretion to pre-screen, refuse or remove any such content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content, including without limitation chat, text, or voice communications.  In the event that No Filter pre-screens, refuses or removes any User Content, you acknowledge that No Filter will do so for No Filter’s benefit, not yours.  Without limiting the foregoing, No Filter shall have the right to remove any content that violates the Agreement or is otherwise objectionable. Furthermore, No Filter reserves the right to restrict how Users may use or exploit User Content, including, without limitation, by prohibiting Users from sharing User Content outside of the Streaming Platform, introducing technical limitations to prevent Users from copying User Content or using copyrighted content, declining to provide a shareable link for on-demand access to User Content stored in No Filter’s cloud, and by specifying how third-parties can view User Content on the Streaming Platform.  For the sake of clarity, User Content also includes a recorded version of a previously live Event and a livestream directed to a third-party social media service.

3.3. Investigations. No Filter may, but is not obligated to, monitor or review the No Filter Properties and Content at any time. Without limiting the foregoing, No Filter shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if No Filter determines, in its sole and absolute discretion, that such Content may violate the Terms or any applicable law. Although No Filter does not generally monitor user activity occurring in connection with the No Filter Properties or Content, if No Filter becomes aware of any possible violations by you of any provision of the Terms, e.g. via a complaint lodged by another user of the No Filter Properties, No Filter reserves the right to investigate such violations, and No Filter may, at its sole discretion, immediately terminate your license to use the No Filter Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you. No Filter further reserves the right to disclose any such User Content and other information to law enforcement or other governmental agencies as we believe reasonably necessary.

3.4. Content Provided by Other Users. The No Filter Properties may contain User Content provided by other Users. No Filter is not responsible for and does not control User Content. No Filter has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. If you believe another User's Content violates the Terms or any applicable law, you may lodge a complaint to No Filter Inc using the Feedback button associated with the Event you wish to complain about. On receipt of a complaint, No Filter will review the associated content and, if it violates the Terms or applicable law, will remove it from the No Filter Properties.

3.5. Storage.  Unless expressly agreed to by No Filter in writing elsewhere, No Filter has no obligation to store any of User Content that you Make Available on the Services.  No Filter has no responsibility or liability for the deletion or accuracy of any content, including User Content; the failure to store, transmit or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.  Certain Services may enable you to specify the level at which such Services restrict access to User Content.  You are solely responsible for applying the appropriate level of access to User Content.  If you do not choose, the system may default to its most permissive setting.  You agree that No Filter retains the right to create reasonable limits on No Filter’s use and storage of User Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by No Filter in its sole discretion.

 

4.    Ownership

4.1. Ownership by No Filter.  The Services and Documentation are licensed and not sold to you, and no title or ownership to such Services, Documentation, or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement.  The Services and Documentation, and all intellectual property rights therein are the exclusive property of No Filter and its suppliers, and all rights in and to the Services and Documentation not expressly granted to you in this Agreement are reserved by No Filter.  No Filter and its suppliers own all rights, title, and interest to the Services and Documentation.  Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of No Filter, except to the extent necessary for you to use the Services and Documentation as expressly permitted under this Agreement.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or the Documentation.

4.2. Trademarks.  No Filter and all related graphics, logos, service marks and trade names used on or in connection with any of the Services are the trademarks of No Filter or its suppliers and may not be used without permission in connection with your, or any third-party, products or services.

4.3. User Content.  No Filter does not claim ownership of User Content.  However, when you as a User post or publish User Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in User Content.

4.4. Feedback.  You hereby grant to No Filter a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services or any other products or services of No Filter, any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the Services.  No Filter will not identify you as the source of any such feedback.

 

5.    User Content and Your Responsibilities

5.1. User Content.  You instruct us to use and disclose User Content as necessary to (a) provide the Services consistent with this Agreement, and (b) respond to any technical problems or your queries and ensure the proper working of the Services.  You acknowledge that the Internet and telecommunications providers’ networks are inherently insecure.  Accordingly, you agree No Filter is not liable for any changes to, interception of, or loss of User Content while in transit via the Internet or a telecommunications provider’s network.

5.2. License.  You are solely responsible for the accuracy, quality and legality of User Content.  You will obtain all third party licenses, consents and permissions needed for No Filter to use the User Content to provide the Services.  Without limiting the foregoing, you will be solely responsible for obtaining from third parties all necessary rights for No Filter to use the User Content submitted by or on behalf you for the purposes set forth in this Agreement.  You grant No Filter a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display User Content (in whole or in part) (i) during the Term, for the purposes of operating and providing the Services to you and to our other Registered Users and during and after the Term, to use the User Content in an aggregated and anonymized form to: (i) improve the Services and No Filter’s related products and services; (ii) create analytics and benchmarks; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no individually identifiable statistics will be disclosed to third parties without your consent.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not No Filter, are responsible for all of User Content Made Available on or in The Services.

5.3. User Warranty.  You represent and warrant that any User Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage No Filter’s system or data; and (e) otherwise violate the rights, including privacy or publicity rights, of a third party.  No Filter is not obligated to back up any User Content; you are solely responsible for creating backup copies of any User Content at your sole cost and expense.  You agree that any use of the Services contrary to or in violation of your representations and warranties in this Section 5.3 constitutes unauthorized and improper use of the Services. Although No Filter is not responsible for any Content, No Filter may delete any Content, at any time without notice to You, if No Filter becomes aware that it violates any provision of this Agreement, or any law.

5.4. User Responsibility for Data and Security.  You will have access to the User Content and will be responsible for all changes to and/or deletions of User Content and the security of all passwords and other access protocols required in order to access the Services.  You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content.

 

6.    User Conduct

6.1. General.  As a condition of your use of the Services, you agree not to use the Services for any purpose that is prohibited by the Agreement or by applicable law.  You shall not (and shall not permit any third party) either take any action or Make Available any content on or through the Services that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without No Filter’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of No Filter; (f) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

6.2. Your responsibility for Bystanders. Before using the Streaming Platform, you are responsible for telling anyone within range of your device’s camera or microphone that they may be seen and heard by Users and others at their location.  If you permit any others to be within range of your device’s camera or microphone during an Event, you consent on their behalf, to the fullest extent permitted by law, to these Terms.

6.3. Hosting as a Team or Organization. You may add event creators, guest speakers, or other Users to your Event.  When added, such Users may take actions on your behalf, such as creating Events and speaking/presenting during Events.  You alone are responsible for choosing to add such Users and for the actions such Users take on your behalf.  No Filter has no control over the conduct of other Users of the Streaming Platform and disclaims all liability arising from or related to any agreement entered into between you and anyone that you invite to host Events with you or on your behalf, including acts or omissions, to the maximum extent permitted by law.

6.4. Use of Event Attendee Information. You agree to: (1) only collect and use Event Attendee information pursuant to an appropriate lawful basis and, where necessary, to obtain valid consent or agreement for such collection and use; and (2) collect, use, maintain, and transmit all Event Attendee information or data in compliance with the Event Host’s applicable privacy policy, and all applicable laws and regulations, including those relating to data protection and privacy, the CAN-SPAM Act and similar applicable legislation in other jurisdictions.

7.     Interactions with Other Users

7.1. User Responsibility.  You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that No Filter reserves the right, but has no obligation, to intercede in such disputes.  You agree that No Filter will not be responsible for any liability incurred as the result of such interactions.

7.2. Content Provided by Other Users.  The Services may contain User Content provided by other Registered Users.  No Filter is not responsible for and does not control User Content.  No Filter has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Registered Users at your own risk.

8.    Third-Party Links

8.1. Third-Party Links.  The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”).  When you click on such a link, we will not warn you that you have left the Services.  No Filter does not control and is not responsible for Third-Party Links or any content, products or services accessible through such links.  No Filter provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links.  Your use of all Third-Party Links is at your own risk.

9.    Confidentiality

9.1. Confidential Information.  Subject to Section 9.3, all information disclosed by one party (“Disclosing Party”) to the other party (the “Receiving Party”) during the term of this Agreement, whether oral, written, graphic or electronic, shall be deemed “Confidential Information”.  The Services, Documentation, and all enhancements and improvements thereto shall be Confidential Information of No Filter.  All data, other than User Content, provided by No Filter to you in connection with the Services shall be No Filter’s Confidential Information.  All User Content shall be your Confidential Information.

9.2.  Protection of Confidential Information.  The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and are under a duty of confidentiality no less restrictive than the Receiving Party’s duties hereunder.  The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.

9.3. Exceptions.  The Receiving Party’s obligations under Section 9.2 with respect to Confidential Information of the Disclosing Party will not apply to any information that: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party free of any obligation of confidentiality; (b) is disclosed to the Receiving Party free of any obligation of confidentiality by a third party who had the right to make such disclosure; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

 

10.    Support

10.1. Support and Maintenance.  Subject to the terms and conditions of this Agreement, No Filter will exercise commercially reasonable efforts to (a) provide support for your use of the Services, and (b) keep the Services operational and available to you, in each case in accordance with its standard policies and procedures.

 

11.    Term and Termination

11.1. Term.  This Agreement will begin on the date that you accept it (in accordance with the preamble) (the “Effective Date”) and continue until terminated in accordance with the terms herein (the “Term”). 

11.2. Termination of Agreement.  This Agreement will remain in full force and effect until terminated as set forth herein.  You may terminate your Account, your access to the Services, and this Agreement at any time, for any reason, by emailing support@strmz.io.  At its sole discretion, No Filter may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party.  In addition to suspending or terminating your access to the Services, No Filter reserves the right to take appropriate legal action, including pursuing civil, criminal or injunctive redress.  Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to No Filter will remain due. 

11.3. Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service and the termination of any applicable licenses or rights.  Termination of the Agreement or all Services also includes deletion of your password and all related information associated with or inside your Account (or any part thereof).  Upon termination of any Service, your right to use such Service will automatically terminate immediately.  No Filter will not have any liability whatsoever to you for any suspension or termination.  Notwithstanding the foregoing, if No Filter terminates this Agreement for any reason other than your breach, No Filter will refund any prepaid fees for the remainder of the terminated portion of the Term.

11.4. Survival.  Sections 1.2, 1.3, 3, 4, 9, 11.3, 11.4, 12-15, 17 and 18 will survive the termination of this Agreement.

 

12.    Fees

12.1. Payment.  You agree to pay all fees or charges in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as set forth on No Filter’s Pricing Page, available at https://www.strmz.io/pricing.  You must provide No Filter with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for Services for which we charge. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities.  By providing No Filter with your credit card number and associated payment information, you agree that No Filter is authorized to immediately charge you for all fees and charges due and payable to No Filter hereunder and that no additional notice or consent is required. You agree to immediately notify No Filter of any change in your billing address for the credit card used for payment hereunder.  No Filter reserves the right at any time to change its prices and billing methods.

12.2. Taxes.  All fees are exclusive of any sales, use, excise, import, export or value-added tax, levy, duty or similar governmental charge which may be assessed based on any payment due hereunder, including any related penalties and interest (“Taxes”).  You are solely responsible for all Taxes resulting from transactions under this Agreement, except Taxes based on No Filter’s net income.  You will indemnify and hold No Filter harmless from (a) your failure to pay (or reimburse No Filter for the payment of) all such Taxes; and (b) the imposition of and failure to pay (or reimburse No Filter for the payment of) all governmental permit fees, license fees, customs fees and similar fees levied upon delivery of the Services or Documentation which No Filter may incur in respect of this Agreement or any other fees required to be made by you under this Agreement, together with any penalties, interest, and collection or withholding costs associated  therewith.

12.3. Third Party Provider.  No Filter currently uses Stripe, Inc. (“Stripe”) as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services).  By making payments through the Services, you agree to be bound by Stripe’s Privacy Policy and hereby consent and authorize No Filter and Stripe to share any information and payment instructions you provide with one or more third-party providers to the minimum extent required to complete your transactions.

13.    Disclaimers of Warranties and Conditions

13.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  NO FILTER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARISING FROM USE OF THE SOFTWARE. 

13.1.1.   NO FILTER MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

13.1.2.  ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

13.1.3.  THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  NO FILTER MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

13.1.4.   NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NO FILTER OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

13.1.5.   FROM TIME TO TIME, NO FILTER MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT NO FILTER’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

13.2. No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT NO FILTER IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NO FILTER LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

 

14.    Indemnification

14.1. By No Filter.

14.1.1.    No Filter’s Obligation.  No Filter will defend any suit brought against you by a third party to the extent that the suit is based upon a claim that the Services, as provided to you, infringe such third party’s United States copyrights or patents, or misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or such other similar laws, and No Filter will pay those costs and damages finally awarded against you in any such action or those costs and damages agreed to in a monetary settlement of such claim, in each case that are specifically attributable to such claim.  However, such defense and payments are subject to the conditions that: (a) No Filter will be notified promptly in writing by you of any such claim; (b) No Filter will have sole control of the defense and all negotiations for any settlement or compromise of such claim; and (c) you will cooperate and, at No Filter’s request and expense, assist in such defense.  This Section 14.1 states No Filter’s entire liability and your sole and exclusive remedy for any infringement and/or misappropriation claims.

14.1.2.    Alternative.  If your use of the Services is prevented by injunction or court order because of infringement, or should the Services be likely to become the subject of any claim in No Filter’s sole opinion, you will permit No Filter, at the sole discretion of No Filter and no expense to you, to: (i) procure for you the right to continue using such Services in accordance with this Agreement; or (ii) replace or modify the Services so that it becomes non-infringing while providing substantially similar features.  Where (i) and (ii) above are not commercially feasible for No Filter, the applicable licenses will immediately terminate and No Filter will refund prorated fees for the remainder of the Term.

14.1.3.    Exclusions.  No Filter will have no liability to you for any claim of infringement or misappropriation to the extent based upon: (a) use of the Services not in accordance with this Agreement or the Documentation; (b) the combination of the Services with third party hardware or software not conforming to the operating environment specified in Documentation; or (c) any modification of the Services by any person other than No Filter (the “Exclusions”).  You will indemnify No Filter against all liability, damages and costs (including reasonable attorneys’ fees) resulting from any such Exclusions.

14.2.  By You.  You will indemnify, defend and hold No Filter and its directors, officers, affiliate, employees, agents, partners, licensors, and suppliers harmless from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses, including reasonable external attorneys’ fees arising out of or in connection with your breach or alleged breach of Section 5.3.

 

15.    Limitation of Liability

15.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NO FILTER BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY SERVICES OR SUPPORT SERVICES PROVIDED HEREIN, UNDER ANY LEGAL THEORY, INCLUDING LOSS OF DATA, LOSS OF THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, LOSS OF REVENUES, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF NO FILTER KNOWS OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NO FILTER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY NO FILTER FROM YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.  THIS SECTION 15 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY OF YOU UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.

15.2. EXCEPT FOR NO FILTER’S OBLIGATIONS TO PROTECT YOUR PERSONAL INFORMATION AS SET FORTH IN NO FILTER’S PRIVACY POLICY, NO FILTER ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA (INCLUDING USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

15.3. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NO FILTER AND YOU.

 

16.  Procedure for Making Claims of Copyright Infringement

It is No Filter’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to No Filter by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for No Filter’s Copyright Agent for notice of claims of copyright infringement is as follows: Giuseppe Manuele, CEO, contact: support@strmz.io.

17.  Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with No Filter and limits the manner in which you can seek relief from us.  This Section 17 only applies to residents of the United States.

17.1. Applicability of Arbitration Agreement.  You agree that any dispute, claim, or request for relief relating in any way to your access or use of any of the Services, or to any aspect of your relationship with No Filter, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or No Filter may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  

17.2. Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: National Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, No Filter will pay them for you.  In addition, No Filter will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

17.3. Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and No Filter.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement).  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

17.4. Waiver of Jury Trial.  YOU AND NO FILTER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and No Filter are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

17.5. Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.  If a decision is issued stating that applicable law precludes enforcement of any of this Section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other disputes, claims, or requests for relief shall be arbitrated. 

17.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@strmz.io, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your No Filter username (if any), the email address you used to set up your No Filter account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

17.7. Severability.  Except as provided in Section 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

17.8. Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with No Filter.

17.9. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if No Filter makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing No Filter at support@strmz.io.

 

18.    General

18.1. Electronic Communications.  The communications between you and No Filter may take place via electronic means, whether you visit any of the Services or send No Filter e-mails, or whether No Filter posts notices on the Website or other Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from No Filter in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that No Filter provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

18.2. Notice.  Where No Filter requires that you provide an e-mail address, you are responsible for providing No Filter with your most current e-mail address.  In the event that the last e-mail address you provided to No Filter is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, No Filter’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice of any changes to your e-mail address to No Filter at the following address: support@strmz.io. 

18.3. Relationship of Parties.  The parties hereto are independent contractors.  Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties.

18.4. International Users.  The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country.  These references do not imply that No Filter intends to announce such Services or content in your country.  No Filter makes no representations that the Services are appropriate or available for use in your country or any other countries.  Those who access or use the Services do so at their own volition and are responsible for compliance with local law.

18.5. Compliance with Export Control Laws.  The Services may contain encryption technology controlled under U.S. export law, the export of which may require an export license from the U.S. Commerce Department.  You will comply with all applicable export control laws and regulations of the U.S. and other countries.  You will defend, indemnify, and hold harmless No Filter from and against all fines, penalties, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by No Filter as a result of your breach of this Section 18.5.

18.6. Assignment.  You may not assign or transfer, by operation of law, merger, change of control, or otherwise, any of its rights or delegate any of its duties under this Agreement (including its licenses and rights in connection with the Services) to any third party without No Filter’s prior written consent.  Any attempted assignment or transfer in violation of the foregoing will be null and void.  No Filter may assign its rights or delegate its obligations under this Agreement.

18.7. Governing Law and Venue.  This Agreement will be governed by the laws of the State of California, excluding any conflict of law provisions that would require the application of the laws of any other jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in the State of California.  Each party irrevocably consents to the personal jurisdiction and venue in, and agrees to service of process issued by, any such court. 

18.8. Force Majeure.  Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.9. Remedies.  Except as expressly provided elsewhere in this Agreement, the parties’ rights and remedies under this Agreement are cumulative.  You acknowledge that the Services contains valuable trade secrets and proprietary information of No Filter, that any actual or threatened breach of Sections 1.2 or 1.3 will constitute immediate, irreparable harm to No Filter for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. 

18.10. Waiver; Severability.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

18.11. Construction.  The Section headings of this Agreement are for convenience and will not be used to interpret this Agreement.  As used in this Agreement, the word “including” means “including but not limited to.”

18.12. Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.