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BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, PLATFORM, OR WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING STREAMLINE DIGITAL HOLDINGS, LLC’s (“SDH”) PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND SDH’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SDH AND BY YOU TO BE BOUND BY THESE TERMS.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SDH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 19.)
SDH’s livestream platform is branded and trademarked as Native Frame (“NF”). These Terms govern your access to the information contained on the SDH website (the “Website”); use of NF’s application program interface(s), (API(s)), sample software code, and other related websites, networks, applications, SDKs, and other materials provided or made available by SDH (the “NF Platform and Service”) that enable you to implement the NF platform services offered by SDH (collectively, the “Service”) on one or more website(s), web application(s), or mobile application(s) owned and controlled by you (“Your Product”).
“SDH”, “we”, “us”, “our”, and similar means SDH, Inc. and its affiliates.
“You” or “your” means you, the person who has accessed the Website or has downloaded and is using or uses the NF Platform and Service and is the licensee under these Terms. If you are signing up for the NF Platform and Service on behalf of a company (an “Enterprise Customer”), you represent that you are duly authorized to represent such company and accept the Terms on behalf of such company. To the extent that your use of the NF Platform and Service is subject to an Enterprise Customer agreement, such Enterprise Customer agreement, including any addendum thereto, will prevail over any conflicting provision in these Terms.
In order to use the Website, NF Platform and Service, you are required to accept and to agree to be bound by these Terms. If you are an Enterprise Customer, you agree to incorporate these Terms into Your Products and ensure that your customers adhere to these Terms (which may also include Additional Terms as described in Section 20.4).
2.1 Minimum Age. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the NF Platform and Service; and (c) your registration and your use of the NF Platform and Service is in compliance with any and all applicable laws and regulations.
2.2 Accounts and Registration. To access some features of the NF Platform and Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password.
You are solely responsible for maintaining the confidentiality of your account and password, including any application programming interface (“API”) key provided to you by SDH, and you accept responsibility for all activities that occur under your account and API key. If you believe that your account is no longer secure or that someone has used your API key without your permission, then you must immediately notify us at privacy@nativeframe.com.
2.3 Licenses. Subject to your compliance with these Terms and SDH’s Acceptable Use policy located in our privacy policy page, SDH grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (a) access and uses the Website and NF Platform and Service and (b) use the NF Platform and Service in order to display, interface and implement the Service on Your Product, solely in accordance with the terms and conditions of these Terms. You may not install or use the NF Platform and Service for any other purpose without SDH’s prior written consent.
2.4 Prohibitions. You will not sell, transfer, assign, rent, lease, or sublicense SDH’s code or the NF Platform and Service to anyone. Except as expressly authorized by SDH, and except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the NF Platform and Service; (b) make modifications to the Website, NF Platform and Service; or (c) interfere with or circumvent any feature of the Website, NF Platform and Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Website, NF Platform and Service, you may not use it. In addition, you may not nor allow any third party to copy, reverse engineer, decompile or disassemble SDH’s code, the NF Platform and Service, or build alternative methods to access NF Platform and Service other than as provided through the NF Platform and Service (except to the limited extent such restrictions are expressly prohibited by applicable statutory law). Nor may you obscure or cover any graphical element of the NF Platform and Service or otherwise interfere with the operation of the Website or the NF Platform and Service.
2.5 Third-Party. To the extent any features available through the NF Platform and Service are provided by other third parties, SDH will make commercially reasonable efforts to communicate any policies, requirements, or guidelines of those third parties to you. You agree to follow those policies, requirements, or guidelines. By using any of these features, you agree that SDH may transfer your information to the applicable third-party service solely to the extent necessary to perform the NF Platform and Service. SDH does not control and, to the fullest extent permitted by law, is not responsible for any third-party services and content.
2.6 Promotion. You hereby grant SDH a limited, non-exclusive, non-transferable, non-sublicensable license to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that your use of the NF Platform and Service.
2.7 Input and Suggestions. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Website, and or the NF Platform and Service (“Feedback”), then you hereby grant SDH an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website and or the NF Platform and Service and create other products and services.
The Service includes branding for SDH. You agree not to remove, obscure, or alter any branding contained in the Service or any notice of any SDH Marks. You may not display SDH Marks on Your Product (or otherwise) other than (a) through the display of the Service in accordance with the Platform and SDH’s branding guidelines and (b) solely for the purpose of disclosing that Your Product has implemented the Service in a manner that does not suggest any further relationship or endorsement of Your Product by SDH.
3.1. Other than through the API configuration options provided by SDH, you may not, nor allow any third party to alter, change or modify any user interface, feature or functionality of the Service without the express written consent of SDH.
3.2. Notwithstanding the foregoing paragraphs of this Section 3, SDH licenses certain components of the Platform under a permissive software license. In these cases, you agree not to use any SDH Marks, including those originally built into the code we provide, in any modified version of that code unless (a) it follows the branding guidelines or (b) you have entered into a separate written trademark license agreement with SDH.
3.3. You agree to update code provided by SDH in connection with modifications to the Service or Platform in a reasonable and timely fashion after SDH makes them available.
3.4. SDH may update files on our servers that will automatically change the functionality of the Platform or Service, and you consent to those updates.
3.5. SDH reserves the right to place volume limitations on access to the Platform or Service. SDH reserves the right to cap concurrent video chat sessions conducted via Your Product in its discretion.
4.1 Certain features of the Service may permit you or your users to upload content to or via the Service, including messages, photos, video, audio, images, folders, data, text, and other types of works (“User Content”) and to display, transmit, record, and store User Content on or via the Service. You will retain any copyright and other proprietary rights that you may hold in the User Content that you upload to the Service. You warrant and represent to SDH and its affiliates that you have fully and explicitly disclosed, with simple and easy-to-read words, how and why you and the Service collect User Content and what kind of User Content will be collected when your users interact with the Service, and that you and/or your users have obtained all the necessary and explicit consent and authorization from your users and/or any third party (as applicable and necessary), before using the Service (including the recording and/or storage features), for SDH to provide the Service for you or your users.
4.2 By providing User Content to or via the Service, you grant SDH a worldwide, non-exclusive, irrevocable, royalty-free, fully paid, transferable right and license (with the right to sublicense) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
4.3 SDH disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize SDH to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by SDH the Service, and these Terms;
(b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any legitimate right of your users or any third party, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, any other intellectual property/proprietary right, right to give and withdraw consent, or any other data protection right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause SDH to violate any law or regulation; and
(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
4.4 We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. SDH may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against SDH with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, SDH does not permit copyright-infringing activities on the Service.
4.5 We do 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 SDH reserves the right to, and may at any time monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time SDH chooses to monitor the content, SDH 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.
4.6 Free Trials. In its sole discretion, SDH will determine whether you are eligible for a free trial sub-scription to the Service. You must agree to these Terms in order to be eligible for a free trial.
4.7 Internal Demonstration Purposes Only. During the free trial, you may use NF Platform and Service for internal demonstration purposes only. SDH expressly prohibits you from deploying the NF Platform and Service on any public or privately-facing website or mobile application for any commercial purpose (a “Live Deployment”) during the free trial including without limitation (a) for the purpose of generating advertising revenue directly or indirectly from the NF Platform and Service, (b) as an inducement for downloading toolbars, plugins, or downloads of any type, (c) as part of a paid service of any kind, (d) to provide any form of paid or unpaid support to your customers or users, or (e) as part of any brand, product, or service promotion or communication activity of any kind.
4.8 Free Trial Conditions of Use. SDH reserves the right to limit the number of free trials per account, take actions to prevent abuse, and change the conditions of the free trial or discontinue it entirely at any time without notice. SDH reserves the right at any time to terminate your free trial and suspend your API key should it determine in its sole discretion that your free trial is a Live Deployment.
4.9 Customer Support and Technical Assistance. SDH is not obligated in any way to provide customer support or technical assistance to you during your free trial.
5.1 Ownership. The Website and the NF Platform and Service is owned and operated by SDH. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements (“Materials”) provided by SDH are protected by intellectual property and other laws. All Materials are the property of SDH or its third-party licensors.
You acknowledge that the SDH Website and the NF Platform and Service are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries and that all ownership and intellectual property rights in the Website and the NF Platform and Service, including without limitation the trademarks SDH and all related trade names, service marks, logos, domain names and the like (“SDH Marks”) do and shall, as between you and SDH, belong exclusively to SDH. Except as expressly provided herein, these Terms grant you no right, title, license, or interest in any intellectual property owned or licensed by SDH, including (but not limited to) the Website, NF Platform and Service, Materials, or the SDH Marks.
6.1. Fees. Certain features of the NF Platform and Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged.
6.2. Pricing. SDH reserves the right to determine pricing for the NF Platform and Service. SDH will make reasonable efforts to keep pricing information published on the Website up to date. We may increase or add new fees for any existing NF Platform and Service feature by giving you advance notice of changes before they apply. SDH, at its sole discretion, may make promotional offers with different features and different pricing to any of SDH’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
6.3. Payment Authorization. To the extent the Service or any portion thereof are made available for any fee, you agree to pay all applicable fees (including any minimum subscription fees) as set forth in the pricing section of the SDH Website. You authorize SDH to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by SDH, including all applicable taxes, to the payment method specified in your account. We may specify the manner in which you will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. If you pay any fees with a credit card, SDH may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
6.4 Payment Method. You shall pay all applicable account charges when due with a valid credit card and ensure sufficient funds at the time of billing. If the card cannot be verified, is invalid, is over-limit or is not otherwise acceptable, the NF Platform and Service may be suspended or cancelled by us without notice, and we may generate invoices for payment.
6.5. Additional Charges. All fees payable by you are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) (“Additional Charges”), and you agree to bear and be responsible for the payment of all such Additional Charges, excluding taxes based upon SDH’s net income.
6.6. Deductions and Withholdings. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required.
6.7. Dispute Resolution. Should you have any dispute as to fees associated with your account, please contact us at support@gostreamline.io within 30 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Any and all refunds issued to resolve such a dispute shall be issued as credits to your account, but in no event shall there be any cash refunds. Disputes older than 90 days shall not be entitled to any refunds or credits.
7.1 Subscription Plan. SDH may allow you to subscribe to a plan (“Subscription Plan”) for which you will be periodically billed the amounts indicated to you at the time of your subscription, as may be updated from time to time by SDH, on a forward-going basis, upon notice to you and your acceptance thereof (the “Subscription Fee”). When you subscribe to a Subscription Plan, the Subscription Plan will be billed on a periodic basis. You hereby authorize SDH to charge you on a going-forward basis and until cancellation of either the Subscription Plan or your account. The “Subscription Billing Date” is the day of the month when you sign up to your Subscription Plan. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period.
BY PURCHASING A SUBSCRIPTION, YOU AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS UNLESS YOU CANCEL YOUR SUBSCRIPTION OR ACCOUNT AS FURTHER DESCRIBED BELOW.
YOU MAY CANCEL YOUR SUBSCRIPTION PLAN AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL EXPIRE AT THE END OF THAT SUBSCRIPTION PERIOD (AND UPON WHICH EXPIRATION YOUR SUBCRIPTION WILL NO LONGER BE RENEWED OR CHARGED). YOU MAY CANCEL YOUR SUBSCRIPTION PLAN by emailing support@gostreamline.io. You must cancel your Subscription Plan at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee to your account.
8.1 Rewards Program. SDH may include an opportunity for you to earn (including by completing actions or activities) reward points through various programs. Any rewards points will be governed by the terms of that program. In addition, SDH, at its sole discretion, may make promotional offers with different features to any of SDH’s users. These promotional offers, unless made to you, will not apply to your offer or these Terms.
You acknowledge and understand that there are federal, state, local, and international laws governing the electronic recording of communications and that SDH will not be liable for any illegal use by you of the Service. You should carefully review your own circumstances when deciding whether to use the recording features of the Service and it is your responsibility to determine if the electronic recordings are legal under applicable federal and state laws. You agree to comply, and require that your users comply, with all applicable laws, whether federal, state, local or international, relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded video chat that the video chat is being recorded. In addition, you acknowledge that the storage and maintenance of recorded communications is not guaranteed by SDH and agree that SDH will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with respect to the loss or deletion of recorded communications.
9.1 Acceptable Use Policy. Your use of the Website, Platform, and Service is subject to SDH’s Acceptable Use Policy located in our (“Acceptable Use Policy”) page, including all compliance obligations listed therein. You are solely responsible for all content, services, and advertising available through Your Product, and Your Product’s compliance with the Acceptable Use Policy.
SDH reserves the right to investigate and take appropriate legal action against anyone who, in SDH’s sole discretion, violates these Terms, including without limitation, removing the offending content from the Service, suspending, or terminating the access of such violators and reporting you to the law enforcement authorities.
If you are unsure whether Your Product or use of the Website and or NF Platform and Service complies with the Acceptable Use Policy, please email SDH at support@gostreamline.io so we can discuss whether your proposed use is acceptable.
9.2 Privacy. The SDH Data Processing Addendum is incorporated by this reference into and made a part of these Terms.
9.3 Data Transfers for Users Located in the European Economic Area. If you or your users are located in the European Economic Area, you agree that all international data transfers will be made pursuant to the Standard Contractual Clauses, as updated, amended, replaced or superseded from time to time by the European Commission, the approved version of which in force at present is that set out in the European Commission’s Decision 2004/915/EC of 27 December 2004, available at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915.
By agreeing to these Terms, you and SDH conclude the Standard Contractual Clauses as included in the Data Processing Addendum.
10.1. Reachable Hours. You must be reachable during reasonable business hours for security questions or concerns through the contact information that you provided upon requesting your credentials to the NF Platform and Service or API key. You will ensure that all networks, computer and operating systems, software and other systems used to operate Your Product employ security measures to prevent unauthorized access to or use of any user data and the NF Platform and Service. You must promptly report any security deficiencies in or intrusions to your systems to SDH at privacy@gostreamline.io.
10.2. Security. You understand that the operation of the NF Platform and Service, including your (or your users’) content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to SDH’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the NF Platform and Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of your content. SDH will have no liability for any unauthorized access or use of any content, or any corruption, deletion, destruction, or loss of any content. Except otherwise agreed to in an Enterprise Customer agreement, you further acknowledge and agree that SDH may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of SDH, its users and the public.
10.3. Service Suspension. In addition to our rights to terminate or suspend the NF Platform and Service as described in Section 12.2 below, you acknowledge that: (i) your access to and use of the NF Platform and Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the NF Platform and Service for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the NF Platform and Service at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that SDH determines that any NF Platform and Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).
11.1 You represent and warrant that: (a) you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute any content or data on Your Product or that is used or incorporated with the NF Platform and Service, and that neither Your Product nor any related content violate the rights of any third party (e.g. copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including but not limited to any export, re-export, or import laws and the laws of any country in which Your Product, content or service is made available; (b) you have all necessary rights and authorizations to agree to these Terms and to use the NF Platform and Service as contemplated by these Terms; and (c) your agreement and compliance with these Terms and use of the NF Platform and Service will not violate any law, regulation or contractual obligation.
12.1. Terms. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Website or NF Platform and Service, and ending when terminated as described in this Section. You may terminate the NF Platform and Service at any time, for any or no reason, by deleting your account, unsubscribing from the NF Platform and Service, and disabling Your Product’s access of the NF Platform and use of the Service. Refunds for NF Platform and Service will not be provided unless you have prepaid for NF Platform and Service, in which case you may be eligible for a refund for unused, prepaid amounts. If you purchased an irrevocable, non-refundable package, no refunds will be provided.
12.2. Service Suspension or Termination. SDH reserves the right to suspend or terminate your right and license to access or use any or all of the Website, NF Platform and Service or terminate these Terms in their entirety (and, accordingly, your right to use the NF Platform and Service) at any time, for any or no reason, by providing you 30 days’ advance notice. If SDH determines that providing advance notice would negatively impact SDH’s ability to provide the NF Platform and Service, SDH may suspend your right and license to access or use any or all if the NF Platform and Service or terminate these Terms in their entirety (and, accordingly, cease providing all NF Platform and Services to you), with no notice.
In addition, we may suspend your right and license to access and use the NF Platform and Service or terminate these Terms in their entirety (and, accordingly, your right to use the NF Platform and Service), for cause effective as set forth below:
12.2(a) Immediately upon notice if: (i) SDH determines that Your Product is harmful to or inconsistent with SDH’s reputation and goodwill; (ii) if you violate, or we have reason to believe that you have violated, any provision of the Acceptable Use Policy; (iii) there is an unusual spike or increase in your use of the NF Platform and Service for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the NF Platform and Service; (iv) we determine, in our sole discretion, that our provision of any of the NF Platform and Service to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (v) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding;
12.2(b) Immediately and without notice if you are in default of any payment obligation with respect to any of the NF Platform and Service or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism; or
12.2(c) Five (5) days following our notice to you of a breach of any other provision of these Terms and failure, as determined by us, in our sole discretion, to cure such breach within such 5-day period.
Upon our suspension of your use of any Service, in whole or in part, for any reason: (i) fees will continue to accrue for any Service that is still in use by you, notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Service; and (iii) all of your rights with respect to the Service shall be terminated during the period of the suspension.
Upon any termination of these Terms or your access to the Service, for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) all rights and licenses granted by SDH to you herein shall terminate, (iii) you shall immediately remove the Service from Your Product and remove all copies of the Platform from all computers, hard drives, networks, and other storage media, (iv) all of your content on the Service (if any) may be permanently deleted by SDH.
12.3 Survival. Notwithstanding anything to the contrary in these Terms, the following provisions shall survive and remain in full force and effect following any termination of the parties’ obligations under these Terms: Sections 4.5, 6, 13, 15, 16, 17, 18, 21, 22, 23, 24, 25, and 26.
13.1 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. SDH will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to SDH at privacy@nativeframe.com (subject line: “DMCA Takedown Request”). You may also contact us by mail at:
Attention:
[Enter mailing address]
Notice: To be effective, the notification must be in writing and contain the following information:
13.2 Counter-Notice. If a counter-notice is received by SDH, SDH will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SDH’s sole discretion.
13.3 Repeat Infringer Policy. In accordance with the DMCA and other applicable law, SDH has adopted a policy of terminating, in appropriate circumstances and at SDH’s sole discretion, the access to NF Platform and Service users who are deemed to be repeat infringers. SDH may also at its sole discretion limit access to the NF Platform and Service and/or terminate the access of any NF Platform users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
14.1 Export Laws and Regulations. SDH’s products may be subject to U.S. export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) not a denied party as specified in the regulations listed above.
14.2 Export Compliance. You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you covenant that you shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from SDH under these Terms to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
14.3 Indemnification. Furthermore, you agree to indemnify, to the fullest extent permitted by law, SDH from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of these Terms.
15.1 Modification Rights. SDH reserves the right to change, modify, or update the Website and the NF Platform and Service at any time, to impose additional restrictions or limitations on the NF Platform and Service (including, without limitation, the maximum period of time that data or other content will be retained by the NF Platform and Service and the maximum storage space that will be allotted on SDH’s servers on your behalf), or to change, modify or update the fees charged for all or a portion of the NF Platform and Service. You agree that SDH has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the NF Platform and Service. SDH may decide what features to include in the NF Platform and Service and whether to make them optional or mandatory. You further acknowledge that SDH reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
15.2 Modification Terms. SDH also reserves the right to change, modify or update the Terms at any time. If we revise the Terms, we will post the revised Terms on our Website, and you consent to receiving notice of any changes through such posting. If required by law, SDH will also provide you notice of changes as provided in Section 20.2. If you do not agree to the revisions, you must cease to use the NF Platform and Service and remove components of the NF Platform and Service from Your Product. Your continued use of the NF Platform and Service or use components of the NF Platform and Service on Your Product after the posting of the revised Terms means that you have accepted the new Terms; provided that material modifications are effective upon your acceptance of the revised Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
SDH DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, PLATFORM OR THE SERVICE COMPLIES WITH ANY LEGAL REQUIREMENTS, IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS (INCLUDING WITHOUT LIMITATION SERVICE SUSPENSIONS), OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE WEBSITE, PLATFORM AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND SDH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LEGALITY, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE WEBSITE, PLATFORM AND THE SERVICE ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THEIR USE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OR CORRUPTION OF DATA.
SDH WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), STATUTE OR ANY OTHER LEGAL THEORY (i) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE WEBSITE, PLATFORM OR THE SERVICE, ANY SERVICE SUSPENSION, OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT SDH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR ANY AMOUNT IN EXCESS OF $100.00 OR, IF GREATER, THE FEES PAID BY YOU TO SDH IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 21 AND THIS SECTION 22 MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold SDH and its affiliates, officers, directors, agents, service providers, partners, and employees harmless from any claim, demand or allegation made by any third party, and all related losses, damages, liabilities, costs, and expenses (including attorneys’ fees), that it is any way related to:
18.1 your use of the Website, NF Platform and Service;
18.2 use of the NF Platform and Service by the users of Your Product;
18.3 Your Product, including any content, services, or advertisements on Your Product or that you incorporate with the NF Platform and Service;
18.4 any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the NF Platform and Service and your content on the NF Platform and Service; and;
18.5 your breach of any representation, warranty or covenant included in these Terms.
The foregoing indemnity provision shall be in addition to and not in lieu of any other indemnification obligations set forth in these Terms.
19.1. Binding Arbitration. Generally, in the interest of resolving disputes between you and SDH in the most expedient and cost-effective manner, and except as described in Section 19.2, you and SDH agree that every dispute arising in connection with these Terms will be resolved by binding arbitration.
This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SDH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 within 30 days after the date that you agree to these Terms by sending a letter to Streamline Digital Holdings, LLC Attention: Arbitration Opt-Out, [1128 Main Street, Elgin, TX 78621] that specifies: your full legal name, the email address associated with your account on the NF Platform and Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once SDH receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in herein. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
19.4 Arbitrator. Any arbitration between you and SDH will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. 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 SDH. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
19.5 Notice of Arbitration and Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). SDH’s address for Notice is: Streamline Digital Holdings, LLC, 1128 N Main Street, Elgin, TX 78621. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or SDH may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or SDH must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by SDH in settlement of the dispute prior to the award, SDH will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $1,000.
19.6 Fees. If you commence arbitration in accordance with these Terms, SDH will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in King County, Seattle, Washington, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse SDH for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
19.7. No Class Actions. YOU AND SDH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SDH agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
19.8. Modifications to this Arbitration Provision. If SDH makes any future change to this arbitration provision, other than a change to SDH’s address for Notice of Arbitration, you may reject the change by sending SDH written notice within 30 days of the change to SDH’s address for Notice of Arbitration, in which case your account with SDH will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
19.9. Enforceability. If Section 19.7 is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 20.3 will govern any action arising out of or related to these Terms.
20.1 General. These Terms govern your use of the Website, NF Platform and Service and constitute the entire agreement between you and SDH regarding the subject matter hereof. These Terms supersede any prior agreements between you and SDH relating to your use of the Website, NF Platform and Service (including, but not limited to, any prior versions of these Terms). The failure of SDH to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision, and a waiver of any default is not a waiver of any other default. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the parties’ original intentions as reflected in the provision, and so that the other provisions of the Terms remain in full force and effect. All headings in the Terms are for convenience only and have no legal or contractual effect. The Terms are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without SDH’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. SDH expressly reserves and shall have the right to assign the Terms and to delegate any of its obligations hereunder.
20.2 Notices. We may send you any notices, including those regarding changes to these Terms, to the email address you provided when you requested your API key or through any other reasonable means. Any notices to SDH must be sent to Streamline Digital Holdings, LLC 1128 N Main Street, Elgin TX 78621, via first class or air mail or overnight courier and are deemed given upon receipt.
20.3 Governing Law. These Terms shall be governed by the internal laws of the State of Washington, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Seattle, Washington or the federal courts in King County, Seattle, Washington to resolve any disputes arising under these Terms. In each case these Terms shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
20.4 Additional Terms. Your use of the NF Platform and Service is subject to all additional terms, policies, rules, or guidelines applicable to the NF Platform and Service or certain features of the NF Platform and Service that we may post on or link to from the NF Platform and Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
20.5 Consent to Electronic Communications. By using the NF Platform and 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 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.
20.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the NF Platform and Service or to receive further information regarding use of the NF Platform and Service.
20.7 No Support. These Terms do not entitle you to any support for the Website and or the NF Platform and Service, unless you make separate arrangements with SDH and pay all fees associated with such support (if any). Any such support provided by SDH shall be subject to the Terms as modified by the associated support agreement.
20.8 Notice Regarding Apple. This Section 20 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and SDH only, not with Apple Inc. (“Apple”), and Apple is not responsible for the NF Platform and Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the NF Platform and Service. If the NF Platform and Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the NF Platform and Service. Apple is not responsible for addressing any claims by you or any third-party relating to the NF Platform and Service or your possession and/or use of the NF Platform and Service, including: (a) product liability claims; (b) any claim that the NF Platform and Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the NF Platform and Service and/or your possession and use of the NF Platform and Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the NF Platform and Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.