Effective Date: Feb 2, 2023
Last updated: February 2, 2023
IMPORTANT NOTICE: THESE TERMS & CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION[ZG1]AND CLASS ACTION WAIVER[ZG2]SECTIONS BELOW. BY ACCEPTING THESE TERMS & CONDITIONS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.
1.Acceptance of Terms
Please review these Terms carefully before using the Services. By using the Services or accessing the website or Application, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. The current version of these Terms is effective immediately for new users and thirty (30) days from the last-updated date above for existing users. If you do not agree to these Terms, you may not access or use the Services.
The Services are intended only for use by those who are 18 years of age or older and of the age of majority in the jurisdiction in which they reside. If you are between 13 and 18 and not of the age of majority in the jurisdiction in which you reside, you cannot use the Services without your parents’ or legal guardian’s consent. (Children under 13 cannot use the Services.) If you are a parent or legal guardian, you agree that you will monitor and supervise the use of the Services by children, minors and others under your care, and you agree to be responsible for their use of the Services. Any use of the Services by persons not of the age of majority in the jurisdiction in which they reside and without parental consent can result in immediate termination of use of the Services.
We reserve the right to refuse service to anyone for any reason at any time.
Thank you for using our Services! We operate a machine vision platform that powers retail solutions, such as autonomous checkout and other products offered under our Vision OS^ operating system. Our Services work together with the existing systems of our business customers, or their affiliates or clients (each, a “Customer”) to enable cashier-free retail transactions and assistance with inventory management, retail operations and insights. Video footage from cameras in Customer locations allows us to distinguish between shoppers (who are established as objects by our platform when entering a store) and determine shopper interactions with items. For autonomous checkout, our platform creates a virtual cart and shoppers can tap their mobile devices against a designated in-store fixture to activate checkout in the Application. These virtual carts can then be associated with the payment method put on file in the Application by the shopper, resulting in a cashier-free retail transaction.
You Are Purchasing from the Customer.Please note that all items are being purchased from the Customer, not from Standard. The Customer has sole discretion regarding pricing, sales, offers, discounts and the availability of the items it offers. Standard has no responsibility for the products sold by the Customer, your interactions with Customer or Customers’ employees, representations made by the Customer or for store premises. Any issues that you may have while shopping at the Customer’s store, such as customer service, should be brought up with the Customer. If you have an issue specifically with our Application or Services, however, please bring those directly to us.
Electronic Receipts. You acknowledge that when you make a purchase using the Services, you will receive an electronic, rather than paper, receipt. Your receipt will be available in the Application shortly after you leave the Customer’s location with your selected items. It is important to let the Customer know that you have not completed your purchase if an item does not appear on your receipt.
Age-Restricted Items. Some age-restricted items, such as lottery tickets, cannot be purchased using the Services. To purchase these age-restricted items, you must check out with the Customer’s cashier. Some Customers have implemented age verification processes for certain age-restricted items that work in parallel with our Services. If you do not encounter the Customer’s age verification process during your shopping trip, you must check out with the Customer’s cashier. Please ask the Customer’s employees if you are uncertain as to whether age-restricted items may be included in your autonomous checkout experience.
Discounts. Certain Customer discounts, such as manager’s specials or happy hours, may not be available through the Services. To take advantage of these discounts, you must check out with the Customer’s cashier. If you have questions about whether a discount was applied to your purchase, please contact the Customer’s customer service representative.
Errors in the Services.We are constantly working to improve our Services, but we cannot guarantee that there will be no errors in the Services. Errors may include possible mistakes during checkout, such as wrong or additional items being charged. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Services or on any related website, including but not limited to pricing information, except as required by applicable laws, rules or regulations (collectively, “Law(s)”). No specified update or refresh date applied in the Services or on any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.
Please let us know of any issues at email@example.com, and we will do our best to address your concerns. Evaluation Stores. You may be shopping at a Customer location that is evaluating our Services prior to full implementation. In these locations, you will need to purchase from the Customer’s traditional cashier-based checkout system while our platform operates in parallel. You will not be charged twice for your purchase, as our platform is not transactional during this time.
You may be required to create an account with us to use some of the features of the Services. You must keep your password confidential and you are solely responsible for maintaining the confidentiality and security of your account, and all activities that occur in connection with your account. In creating a Standard account, you represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. You agree to notify us immediately of any unauthorized use of your account by contacting us at firstname.lastname@example.org and to change your password. You may not transfer your account to anyone else without our prior written permission. You are responsible for all transactions associated with your account.
Please note that our Services may work as features within a Customer’s mobile application. If the Services are made available in the Customer’s mobile application, you may be creating an account directly with the Customer and the Customer’s terms and conditions additionally apply to your purchase.
By exiting a Customer’s location with items you have selected, you agree to accept and pay the Customer for those items.
Third-party payment processors and payments service providers (each a “Payment Processor”) process the payments that you make in the Customer’s location, including through the Services. The processing of your payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor and third parties associated with your payment method, such as card brand networks. Standard does not control, and expressly disclaims any liability for, the security, performance or any errors or omissions of the Payment Processor or in any way relating to your payment transactions.
By providing a credit card or other payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize the Payment Processor to store your payment method on file and charge your payment method for the total amount of your purchase (including any applicable taxes and other charges).
You agree to provide current, complete and accurate purchase and account information for all purchases made using the Services. You agree to promptly update your account and other information, including your email address, credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. If the payment method cannot be verified, is invalid or is otherwise not acceptable, you may not make purchases using the Services.
6.Modifications to the Services
We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
By using the Services, you consent to being recorded by cameras in the Customer’s location(s). In addition, you understand and agree that when you use the Services, your data will be used by our platform, including to train machine learning data models; and both Standard and the Customer, and third parties used by either, may have access to and use of the video recording and data derived from your use of the Services. By using the Services, you consent to our processing your information consistent with ourPrivacy Statement[JB3].
You acknowledge and agree that we may collect, use, access, preserve and disclose your account or user information (if such information exists) as described in our Privacy Statement, including, without limitation, if required to do so by Law or pursuant to a good faith belief that access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of your acts violate the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Standard, its users and the public.
In connection with your use of the Services, you may notify us of problems you may have with the Services, provide ideas for enhancements or submit proposals, plans or other materials (“Feedback”). You agree that we may at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you provide us. Standard is and shall be under no obligation to (a) maintain any Feedback in confidence, (b) pay any compensation for any Feedback, or (c) respond to any user Feedback.
You agree that no Feedback submitted by you to the Services will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Feedback submitted by you to the Services will be or contain, in the sole opinion of Standard or its representatives, libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Feedback you make.
9.Communications with You
You agree that we may send electronic mail to you for the purpose of advising you of changes or additions to the Services or for such other purpose(s) as we deem appropriate. You have the option to opt-out of marketing communications.
You may sign up to receive text messages as part of the Services. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that, prior to ending your use of the mobile telephone number, you will reply STOP to any mobile message from Standard. You understand and agree that the foregoing option is the only reasonable method of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than STOP or verbally requesting removal from our list, is not a reasonable means of opting out. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your account or these Terms.
If you would like to receive marketing via mobile texts and alerts, you may be able to sign up to do so. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you’ve provided. You understand that consent is not a condition of purchase. Message and data rates may apply. If you would like to be removed from the Standard marketing text list, you must opt out, as described above, as the only reasonable method of opting out and material to these Terms.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, ET SEQ., OR SIMILAR APPLICABLE LAWS, RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
We may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations you have with us or our providers for quality control and training purposes, or for our own protection.
10. Prohibited Conduct
You agree to use the Services for your own non-commercial purposes, and not on behalf of or for the benefit of any third party, including competitors of Standard, and only in a manner that complies with these Terms, applicable policies and all Laws. If your use of the Services is prohibited by any applicable Laws, then you aren’t authorized to use the Services. We are not responsible if you use the Services in a way that breaks the Law.
When accessing or using the Services, you agree to:
· abide by all Laws, these Terms and all Standard policies;
· only purchase items you are legally able to purchase in your jurisdiction;
· only use (or attempt to use) the Services through interfaces provided by Standard; and
· comply with the instructions in any robots.txt file present on the Services.
You may not access or use, or attempt to access or use, the Services to take any action that could (a) harm us, the Customer or any other third party, (b) interfere with the operation of the Services, or (c) violate any Laws. For example, and without limitation, you may not:
attempt to avoid being charged for any of the Customer’s products through our Services, including by attempting to keep items hidden from view of our cameras, obstructing or damaging our cameras’ functionality, failing to tap your mobile device on the designated fixture or in any way attempting to commit theft or shoplifting in a Customer’s location;
attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services;
take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
· infringe upon or violate our intellectual property rights or the intellectual property rights of others;
· harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability;
· submit objectionable content, including profanity, obscenity, lasciviousness, violence or hate;
engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
· collect or track the personal information of others;
use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of or breach the security of any system or network; or
engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us, the Customer or any of our users, affiliates or any other third party to any liability, damages or detriment of any type.
Violations of system or network security or applicable Laws (including with respect to shoplifting) may result in civil or criminal liability. We may suspend or terminate your access to the Services for any or no reason at any time without notice. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms or applicable Laws.
11. Intellectual Property Rights
The Services are protected under intellectual property and other proprietary rights Laws of the United States and other countries. All intellectual property and other proprietary rights in the Services are owned by us or our third-party licensors to the full extent permitted under any applicable Law. Subject to the limited right and license granted to you in Section 12 (End User License), you may not publish, reproduce, distribute, display, perform, edit, adapt, modify or otherwise exploit any part of the Services without our written consent.
Our trade names, trademarks and service marks include Standard Cognition, Standard, Standard AI and any associated logos. Other trade names, trademarks, service marks and logos featured within the Services and not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours or in any manner that is likely to cause confusion. Nothing contained within the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Standard’s VisionOS^ products are covered by one or more claims of at least these indicated patents. This list is intended to serve as notice under 35 U.S.C. §287(a): 9,886,827, 10,055,853, 10,127,438, 10,133,933, 10,192,408, 10,445,694, 10,474,988, 10,474,991, 10,474,992, 10,474,993, 10,616,340, 10,650,545, 10,699,536, 10,699,537, 10,846,996, 10,853,965, 10,855,753 10,950,099, 10,950,100, 10,957,168, 11,023,850, 11,195,146, 11,200,692, 11,232,575, 11,232,687, 11,250,376, 11,270,260, 11,295,270, 11,303,853, 11,361,468, 11,488,455, 11,538,186, 11,544,866, 11,551,079.
12. End User License
The Services are licensed (not sold) to end users. Subject to the terms and conditions of these Terms, Standard hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Services, including any material, products, programs or services included in the Services (collectively, the “Content”), solely for your own non-commercial use for as long as we permit you to use the Services, provided that do not remove any copyright or other proprietary rights notices applicable to any Content that you download, display, print or otherwise use. For native Applications downloaded to a device: subject to the terms and conditions of these Terms, Standard hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Application, solely in connection with the Services for your private, personal, non-commercial use for as long as we permit you to use the Services. Except for the foregoing limited authorizations, no license or right is granted or conferred to you.
13. Submission of Content and User Activity
From time to time, we may make available certain services, features or sections that allow users to post or upload materials through or in connection with the Services. You understand that all information, communications, data, text, software, music, sound, photographs, graphics, videos, messages or other materials (“User Provided Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such User Provided Content originated. This means that you, and not Standard, are entirely responsible for all User Provided Content that you upload, post, email, transmit or otherwise make available through or in connection with the Services.
You represent and warrant that you own or otherwise control all the rights to any User Provided Content that you upload, transmit or otherwise make available through or in connection with the Services; that use of the User Provided Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of the User Provided Content you provide will not cause injury to any person or entity. In line with, and without limiting, the foregoing, you specifically agree that your User Provided Content will not (a) include unlawful (according to local, state, federal or international Law) materials or advocate illegal activity; (b) include defamatory, false or libelous, or contain unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) include any materials that you do not have a right to provide under Law or under a contractual or fiduciary relationship; (d) include any software viruses or other harmful devices; or (e) include any materials designed to deceive or impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of User Provided Content.
You grant the following license with respect to any and all User Provided Content you post or submit through or in connection with the Services: you hereby expressly grant to the Standard a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense or otherwise distribute and display the User Provided Content and any ideas, concepts, know-how or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such User Provided Content. For informational purposes, we note that the uses to which we may put the information or User Provided Content include, but are not limited to, reproduction and use in any and all media whether now known or hereafter devised; publication of the User Provided Content or a derivative thereof for promotional, marketing and advertising purposes, and use in the development and manufacture of products.
We are not obligated to regularly review, monitor, delete or edit User Provided Content. However, we reserve the right to do so at any time in its sole discretion, for any reason or no reason, and to edit or delete any posting or submission, in whole or in part, with or without notice. We are not responsible or liable for damages of any kind arising from any Content or User Provided Content, or from our alteration or deletion of any Content or User Provided Content, even when we are advised of the possibility of such damages.
14. Third-Party Content
The Services may contain links to third-party content. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user's own risk.
15. DISCLAIMER OF WARRANTIES
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. NEITHER STANDARD NOR THE CUSTOMER WARRANTS THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED OR VIRUS OR ERROR-FREE. FURTHER, THE OPINIONS EXPRESSED IN POSTINGS OR OTHER CONTENT ON THE APPLICATION OR STANDARD WEBSITE(S) ARE NOT NECESSARILY THOSE OF STANDARD OR ITS ADVERTISERS, SPONSORS OR AFFILIATES. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE SHALL STANDARD, THE CUSTOMER OR EACH OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS (COLLECTIVELY, THE “STANDARD PARTIES”) BE LIABLE FOR ANY INJURY, LOSS, CLAIM OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF OR LOSS OF USE OF ANY RECORD OR DATA AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE STANDARD PARTIES ARE LIABLE TO YOU FOR EXCEED THE GREATER OF (I) $100.00 OR (II) THE AMOUNTS PAID BY YOU TO STANDARD IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF THE STANDARD PARTIES FOR (1) DEATH, TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY CAUSED BY THE STANDARD PARTIES’ GROSS NEGLIGENCE OR FOR (2) ANY INJURY CAUSED BY THE STANDARD PARTIES’ FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STANDARD AND YOU.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT THE STANDARD PARTIES’ TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM STANDARD’S OWN INTENTIONAL OR RECKLESS CONDUCT.
To the fullest extent allowed by applicable Law, you agree to indemnify, defend and hold harmless the Standard Parties from any claim, demand, suit, action, proceeding, liabilities, damages, losses or expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Claim”), including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your use of the Services, (b) your breach of these Terms or the documents they incorporate by reference, or (c) your violation of any Law or the rights of a third party. In the event of such a Claim, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify us for any unconscionable commercial practice by Standard or for Standard's negligence, fraud, deception, false promise, misrepresentation or concealment or suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to the Services.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify and hold harmless the Standard Parties from and against any third party Claims arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Services. We may terminate or suspend your use of the Services at any time and without prior notice for any reason in our discretion, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated information and materials, without any obligation to provide any further access to such information or materials.
Even after your right to use the Services is terminated, these Terms will remain enforceable against you and any unpaid amounts you owe will remain due.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding arbitration and class action waiver.
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH STANDARD AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
YOU AND STANDARD AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, THESE TERMS OR CONTENT (A "DISPUTE" AS DEFINED BELOW) SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, AS DETAILED BELOW.
You and Standard agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a dispute is subject to arbitration.
Disputes. “Disputes” shall include, but are not limited to, any claims or controversies between you and Standard against each other related in any way to or arising out of in any way from the Services, these Terms or Content including but not limited to refunds, cancellations, defects, policies, privacy, advertising or any communications between you and Standard, even if the claim arises after you or Standard has terminated use of the Services or a user account or these Terms. Disputes also include, but are not limited to: (a) claims that you bring against our employees, agents, affiliates or other representatives; (b) claims that Standard brings against you; (c) claims in any way related to or arising out of any aspect of the relationship between you and Standard, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims or any other legal theory; (d) claims that arose before these Terms or out of a prior set of Terms with Standard; (e) claims that are subject to ongoing litigation where you are not a party or a class member; and/or (f) claims that arise after the termination of these Terms. “Disputes” does not include disagreements or claims concerning patents, copyrights, moral rights, trademarks and trade secrets, claims of piracy or unauthorized use of intellectual property (collectively, “intellectual property claims”).
Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach our customer support department at email@example.com. Except for small claims court and intellectual property claims, the parties agree to use their best efforts to settle any dispute, claim, question or disagreement directly through consultation with our customer support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration Process and Procedure. Except as provided herein, if we cannot resolve a Dispute informally, any Dispute will be resolved only by binding arbitration to be held in the county in which you reside. For residents outside the United States, arbitration shall be initiated in San Francisco, California. Standard and you further agree to submit to the personal jurisdiction of any state or federal court in San Francisco, California to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
To begin an arbitration proceeding, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; and (c) send one copy of the Demand for Arbitration to Standard at 965 Mission St, Floor 7, San Francisco, CA 94103.
The arbitration will be conducted by a single arbitrator. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available athttp://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 there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Arbitration Agreement, the rules set forth in this Arbitration Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state's Law.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Standard will pay the additional cost. Standard shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses or other fee-generating activity to be frivolous or asserted or conducted for an improper purpose. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorneys’ fees and expert witness costs unless Standard is specifically required to pay such fees under applicable Law.
If Standard’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.
You or Standard may choose to pursue a claim in small claims court if: (a) jurisdiction and venue over you and Standard otherwise qualifies for such small claims court; (b) such claim advances only on an individual (e.g., non-class, non-representative) basis; and (c) the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to provide Standard with advance notice by email to firstname.lastname@example.org and by mail to 548 Market St. #96346, San Francisco, CA 94104.
These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state or local government agency. Such agencies can, if the Law allows, seek relief against Standard on your behalf.
Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable or whether any claims are not subject to arbitration. The arbitrator will decide the rights and liabilities, if any, of you and Standard. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall be empowered to grant whatever relief would be available in a court under Law or in equity. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable Law. 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.
Waiver of Jury Trial. YOU AND STANDARD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO RESOLVE DISPUTES IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Standard are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms 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.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out. Your notice must be sent via email to email@example.com and by mail to 548 Market St. #96346, San Francisco, CA 94104 within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one), your signature, and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms 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 with us, or may enter into in the future with us.
Parents, Subsidiaries, Affiliates. This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Standard, or any employee, officer, director or investor of Standard, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Services or the provision of content, products, services and/or technology on or through the Services.
Changes to this Section. Standard will provide thirty (30) days’ notice of any changes to this section by posting on the Services, sending you a message or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you. Changes to this section will apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection titled “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Action Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Services.
Severability. Subject to the section titled “Class Action Waiver,” 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.
Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with Standard.
20. CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
Standard and you agree to resolve any dispute in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated or representative proceeding. Standard and you further agree to not participate in any class, consolidated or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party. If an arbitrator or a court determines that applicable Law precludes enforcement of this paragraph’s limitations as to a particular remedy, then the portion of the claim seeking that remedy (and only that portion of the claim) must be severed from the arbitration and may be brought in court. All other claims shall remain subject to arbitration solely on an individual basis.
The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any class, consolidated or representative proceeding (unless we agree otherwise). And the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Standard users, and cannot be used to decide other disputes with other users.
If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated or representative basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in San Francisco, California.
If any clause within this Class Action Waiver Section is found to be illegal or unenforceable, that specific clause will be severed from this section and the remainder of its provisions will be given full force and effect.
This Class Action Waiver Section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Standard, or any employee, officer, director or investor of Standard, and to any claims asserted by any of them against you, to the extent that any such claim is a dispute.
This Class Action Waiver Section shall survive any termination of your account or the Services.