Last Updated Date: [January 13th2020]
Welcome to StoryPlace!
PLEASE BE AWARE THAT SECTION 15 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
The Services include without limitation: the Application and online platform that enables individuals to publish, share and save stories related to certain topics and/or locations, and the Studio, a subscription-based online platform that enables users submitting stories (“Storytellers”) and users interested in developing, producing, distributing and/or exploiting stores (“Content Creators”) to connect with one another in order to evaluate the development, production, distribution and exploitation of stories for radio, podcasts, television, theatrical, digital, new media and/or any other media (whether now known or later developed).
Interactions with Other Users.
- Use of the Services and STORYPLACE Properties. The Application, the Website, the Studio, the Services, and the information and content available on the Website and in the Application, the Studio and the Services (as these terms are defined herein) (each, a “STORYPLACE Property” and collectively, the “STORYPLACE Properties”) are protected by copyright laws throughout the world.
- Application License. Subject to your compliance with the Agreement, STORYPLACE grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
- Updates. You understand that STORYPLACE Properties are evolving. As a result, STORYPLACE may require you to accept updates to STORYPLACE Properties that you have installed on your computer or mobile device. You acknowledge and agree that STORYPLACE may update STORYPLACE Properties with or without notifying you. You may need to update third-party software from time to time in order to use STORYPLACE Properties.
- Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit STORYPLACE Properties or any portion of STORYPLACE Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other STORYPLACE Properties (including images, text, page layout or form) of STORYPLACE; (c) you shall not use any metatags or other “hidden text” using STORYPLACE’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of STORYPLACE Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access STORYPLACE Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of STORYPLACE Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in STORYPLACE Properties. Any future release, update or other addition to STORYPLACE Properties shall be subject to the Agreement. STORYPLACE, its suppliers and its service providers reserve all rights not granted in the Agreement. Any unauthorized use of any STORYPLACE Property terminates the licenses granted by STORYPLACE pursuant to the Agreement.
- Third-Party Materials. As a part of STORYPLACE Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for STORYPLACE to monitor such materials and that you access these materials at your own risk.
- Registering Your Account. In order to access certain features of STORYPLACE Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website, the Studio or the Application (“Account”) or has a valid account on the social networking service (“SNS”) through which the user has connected to the Website, the Studio or the Application (each such account, a “Third-Party Account”).
- Subscription to StoryPlace Studio. To access the Studio as a Storyteller and/or Content Creator, you will be required to pay a subscription fee (“Subscription Fee”), and you will have access on a subscription basis (“Paid Subscription”). The Subscription Fee will either be charged (a) monthly or (b) at your election, annually at a discounted annual rate. Your continued access to the Studio is dependent upon, among other things, continuing to pay the Subscription Fee. If you cease paying the Subscription Fee, you will no longer have access to the Studio. Your Paid Subscription will automatically renew until cancelled by you in the billing section of your account settings. We will notify you if the Subscription Fee for the Studio increases and, if required, seek your consent to continue. You will be charged no more than three (3) days prior to the start of the latest Paid Subscription period. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Paid Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next Paid Subscription period and may change the date on which you are billed for each period. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.
- Access Through a SNS. If you access the STORYPLACE Properties through a SNS as part of the functionality of the Website, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing STORYPLACE to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to STORYPLACE and/or grant STORYPLACE access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating STORYPLACE to pay any fees or making STORYPLACE subject to any usage limitations imposed by such third-party service providers. By granting STORYPLACE access to any Third-Party Accounts, you understand that STORYPLACE may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through STORYPLACE Properties (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through STORYPLACE Properties via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 3.1) for all purposes of the Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on STORYPLACE Properties. Please note that if a Third-Party Account or associated service becomes unavailable or STORYPLACE’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through STORYPLACE Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND STORYPLACE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. STORYPLACE makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and STORYPLACE is not responsible for any SNS Content.
- Registration Data. In registering an account on the Website (including without limitation the Studio), you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least sixteen (16) years old; (m) of legal age to form a binding contract; and (n) not a person barred from using STORYPLACE Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of STORYPLACE Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify STORYPLACE immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or STORYPLACE has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, STORYPLACE has the right to suspend or terminate your Account and refuse any and all current or future use of STORYPLACE Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. STORYPLACE reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use STORYPLACE Properties if you have been previously removed by STORYPLACE, or if you have been previously banned from any of STORYPLACE Properties.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of STORYPLACE. STORYPLACE reserves the right to terminate your Account if it has been inactive (i.e., you have not logged into your Account) for one hundred eighty (180) days and, solely with respect to the Studio, you have not paid your Subscription Fee for ninety (90) days, and in such event, you shall not be entitled to any consideration for such termination.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to STORYPLACE Properties, including but not limited to, a mobile device that is suitable to connect with and use STORYPLACE Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing STORYPLACE Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. STORYPLACE will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us in your account.
- Responsibility for Content.
- Types of Content. You acknowledge that all Content, including STORYPLACE Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not STORYPLACE, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through STORYPLACE Properties (“Your Content”), and that you and other Registered Users of STORYPLACE Properties, and not STORYPLACE, are similarly responsible for all Content that you and they Make Available through STORYPLACE Properties (“User Content”). Further guidelines for User Content are found in the 2020 Addendum.
- No Obligation to Pre-Screen Content. You acknowledge that STORYPLACE has no obligation to pre-screen Content (including, but not limited to, User Content), although STORYPLACE reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that STORYPLACE pre-screens, refuses or removes any Content, you acknowledge that STORYPLACE will do so for STORYPLACE’s benefit, not yours. Without limiting the foregoing, STORYPLACE shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
- Storage. Unless expressly agreed to by STORYPLACE in writing elsewhere, STORYPLACE has no obligation to store any of Your Content that you Make Available on STORYPLACE Properties. STORYPLACE has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of STORYPLACE Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that STORYPLACE retains the right to create reasonable limits on STORYPLACE’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by STORYPLACE in its sole discretion.
- STORYPLACE Properties. Except with respect to Your Content and User Content, you agree that STORYPLACE and its suppliers own all rights, title and interest in STORYPLACE Properties, including the StoryPlace map and the contents therein. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any STORYPLACE Properties.
- Trademarks. STORYPLACE’s name and all related graphics, logos, service marks and trade names used on or in connection with any STORYPLACE Properties or in connection with the Services are the trademarks of STORYPLACE and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in STORYPLACE Properties are the property of their respective owners.
- Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in STORYPLACE Properties.
- Your Content. STORYPLACE does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in STORYPLACE Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. Further guidelines for Your Content, including copyright protection for such content, are found in the 2020 Addendum.
- License to Your Content. Subject to any applicable account settings that you select, you grant STORYPLACE a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating STORYPLACE’s business. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of STORYPLACE Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not STORYPLACE, are responsible for all of Your Content that you Make Available on or in STORYPLACE Properties. Subject to any applicable account settings that you select, you grant STORYPLACE a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating STORYPLACE’s business. For the avoidance of doubt, STORYPLACE is currently in the business of encouraging the global sharing of stories and, with respect to the Studio, connecting Storytellers and Content Creators. If STORYPLACE subsequently enters into the business of producing audio-visual works based on any of Your Content, it shall only do so with your express permission. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of STORYPLACE Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not STORYPLACE, are responsible for all of Your Content that you Make Available on or in STORYPLACE Properties.
- Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on STORYPLACE Properties, you hereby expressly permit STORYPLACE to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by STORYPLACE in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to STORYPLACE through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that STORYPLACE has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to STORYPLACE a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of STORYPLACE Properties and/or STORYPLACE’s business.
- Cheating and Hacking. You agree that you will not, under any circumstances:
- Use cheats, exploits, automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any STORYPLACE Properties;
- Interfere with or damage STORYPLACE Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- Modify or cause to be modified any files that are a part of STORYPLACE Properties;
- Disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support STORYPLACE Properties; or (ii) the enjoyment of STORYPLACE Properties by any other person;
- Institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon STORYPLACE Properties, or other attempts to disrupt STORYPLACE Properties or any other person’s use or enjoyment of STORYPLACE Properties;
- Attempt to gain unauthorized access to STORYPLACE Properties, accounts registered to others, or to the computers, servers or networks connected to STORYPLACE Properties by any means other than the user interface provided by STORYPLACE, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of STORYPLACE Properties;
- Access, tamper with or use non-public areas of STORYPLACE Properties, STORYPLACE’s computer systems, or the technical delivery systems of STORYPLACE’s providers;
- Attempt to probe, scan, or test the vulnerability of any STORYPLACE system or network, or breach any security or authentication measures;
- Disrupt or interfere with the security of, or otherwise cause harm to, STORYPLACE Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through STORYPLACE Properties or any affiliated or linked sites; or
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by STORYPLACE or any of STORYPLACE’s providers or any other third party (including another Registered User) to protect STORYPLACE Properties.
- Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement):
- Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of STORYPLACE Properties (including your Account), or access to or use of STORYPLACE Properties;
- Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any STORYPLACE Property;
- Use STORYPLACE Properties or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation;
- Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) in connection with STORYPLACE Properties; or
- Market any goods or services for any business purposes on or in connection with any STORYPLACE Properties.
- Unauthorized Use or Access. You agree that you will not, under any circumstances:
- Interfere or attempt to interfere with the proper functioning of STORYPLACE Properties or connect to or use STORYPLACE Properties in any way not expressly permitted by the Agreement;
- Systematically retrieve data or other content from STORYPLACE Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods or through the use of bots, crawlers, spiders, or otherwise;
- Use, display, mirror or frame STORYPLACE Properties, or any individual element within STORYPLACE Properties, STORYPLACE’s name, any STORYPLACE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without STORYPLACE’s express written consent;
- Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through STORYPLACE Properties or that is in transit from or to STORYPLACE Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by STORYPLACE Properties;
- Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or STORYPLACE Properties, whether through the use of a network analyzer, packet sniffer or other device;
- Make any automated use of STORYPLACE Properties, or take any action that imposes or may impose (in STORYPLACE’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for STORYPLACE Properties;
- Bypass any robot exclusion headers or other measures STORYPLACE takes to restrict access to STORYPLACE Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl STORYPLACE Properties, or harvest or manipulate data;
- Use, facilitate, create, or maintain any unauthorized connection to STORYPLACE Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of STORYPLACE Properties; or (ii) any connection using programs, tools or software not expressly approved by STORYPLACE;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide STORYPLACE Properties;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through STORYPLACE Properties;
- Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Solicit or attempt to solicit personal information from other Registered Users of STORYPLACE Properties;
- Use STORYPLACE Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use STORYPLACE Properties to send altered, deceptive or false source-identifying information; or
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
- General. In connection with your use of STORYPLACE Properties, you shall not:
- Make Available any Content that, in STORYPLACE’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
- Harm minors in any way;
- Impersonate any person or entity, including, but not limited to, STORYPLACE personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
- Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
- Register for more than one Account or register for an Account on behalf of an individual other than yourself;
- Stalk or otherwise harass any other Registered User of our STORYPLACE Properties; or
- Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
- STORYPLACE may, but is not obligated to, monitor or review STORYPLACE Properties and Content at any time. Without limiting the foregoing, STORYPLACE shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although STORYPLACE does not generally monitor user activity occurring in connection with STORYPLACE Properties or Content, if STORYPLACE becomes aware of any possible violations by you of any provision of the Agreement, STORYPLACE reserves the right to investigate such violations, and STORYPLACE may, at its sole discretion, immediately terminate your license to use STORYPLACE Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Third-Party Services and Fees.
- User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact on or through the STORYPLACE Properties. For avoidance of doubt, this Section 6.1 is expressly applicable to any interactions between Storytellers and Content Creators within the Studio. STORYPLACE reserves the right, but has no obligation, to intercede in such disputes. You agree that STORYPLACE will not be responsible for any liability incurred as the result of such interactions, including without limitation any interactions between Storytellers and Content Creators within the Studio. YOU UNDERTAKE ALL INTERACTIONS WITH ANY OTHER USERS SOLELY AT YOUR OWN RISK, AND STORYPLACE DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH. STORYPLACE FURTHER DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY DISPUTE BETWEEN STORYTELLERS AND CONTENT CREATORS WITHIN THE STUDIO, INCLUDING ANY DISPUTES RELATING TO STORIES, ACCESS TO STORIES, IDEA SUBMISSIONS, INFORMATION EXCHANGED BETWEEN CONTENT CREATORS AND STORYTELLERS, AND ANY LIABILITY RELATING TO ANY DISCUSSIONS OR AGREEMENTS BETWEEN CONTENT CREATORS AND STORYTELLERS, INCLUDING THOSE RELATING TO CONTENT PURCHASE, ACQUISITION, DEVELOPMENT, PRODUCTION, DISTRIBUTION AND/OR EXPLOITATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT STORYPLACE DOES NOT CONDUCT ANY PROFILING OR CHECKS, INCLUDING BACKGROUND OR CRIMINAL RECORDS SEARCHES, ON ANY USERS. STORYPLACE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY USER OR THE COMPATIBILITY OF ANY USER WITH ANY OTHER CURRENT OR FUTURE USER.
- Content Provided by Other Users. STORYPLACE Properties may contain User Content provided by other Registered Users. STORYPLACE is not responsible for and does not control User Content. STORYPLACE has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other users at your own risk.
You agree to indemnify, defend and hold STORYPLACE, its parents, subsidiaries, affiliates, stockholders, officers, employees, agents, partners, suppliers, and licensors (each, a “STORYPLACE Party” and collectively, the “STORYPLACE Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and expert witnesses’ costs) relating to or arising out of any and all of the following: (a) Your Content, including any lawsuit, claim or action by another Registered User (including without limitation Storytellers and Content Creators within the Studio) or any other third party alleging that Your Content infringes any rights, including intellectual property, copyright and privacy rights; (b) any lawsuit, claim or action relating to your use of the Studio brought against any STORYPLACE Party, including without limitation any lawsuit, claim or action by a Storyteller alleging (i) idea theft, (ii) breach of an implied-in-fact contract or (iii) intellectual property or copyright infringement; (c) any lawsuit, claim or action by another Registered User or any other third party alleging that Your Content is defamatory; (d) your use of, or inability to use, any STORYPLACE Property; (e) your violation of the Agreement; (f) your violation of any rights of another party, including without limitation any Registered Users; or (g) your violation of any applicable laws, rules or regulations. STORYPLACE reserves the right, at its 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 STORYPLACE in asserting any available defenses. This provision does not require you to indemnify any of the STORYPLACE Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to STORYPLACE Properties.
Disclaimer of Warranties and Conditions.
- Third-Party Websites, Applications and Ads. STORYPLACE Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left STORYPLACE Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of STORYPLACE. STORYPLACE is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. STORYPLACE provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and STORYPLACE and not with an App Store. STORYPLACE, not an App Store, is solely responsible for STORYPLACE Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by an App Store in connection with STORYPLACE Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any STORYPLACE Property, including the Application. You acknowledge that an App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
- Sales Tax. The Subscription Fee charged by STORYPLACE does not include Sales Tax which may become due in connection with your Paid Subscription to the Studio. STORYPLACE does not currently charge a fee for any of its Services other than the Studio. If at any point in the future, STORYPLACE begins to charge a fee for any of its other Services (“Additional Fees”), the Additional Fees will not include any Sales Tax that may become due in connection with such other Services. If STORYPLACE determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, STORYPLACE shall collect such Sales Tax in addition to the Fees and any Additional Fees. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to STORYPLACE, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify STORYPLACE for any liability or expense STORYPLACE may incur in connection with such Sales Taxes. Upon STORYPLACE’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Limitation of Liability.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF STORYPLACE PROPERTIES IS AT YOUR SOLE RISK, AND STORYPLACE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. STORYPLACE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
- STORYPLACE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) STORYPLACE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF STORYPLACE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF STORYPLACE PROPERTIES WILL BE ACCURATE OR RELIABLE.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH STORYPLACE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS STORYPLACE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. STORYPLACE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STORYPLACE OR THROUGH STORYPLACE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- From time to time, STORYPLACE may offer new “beta” features or tools with which its registered users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at STORYPLACE’s sole discretion. The provisions of this section apply with full force to such features or tools.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT STORYPLACE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD STORYPLACE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF STORYPLACE PROPERTIES. YOU UNDERSTAND THAT STORYPLACE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF STORYPLACE PROPERTIES. STORYPLACE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF STORYPLACE PROPERTIES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF STORYPLACE PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF STORYPLACE PROPERTIES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT STORYPLACE DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER.
- No Liability for Conduct of Users of the Studio. IF YOU ARE A USER OF THE STUDIO, WHETHER YOU ARE A STORYTELLER AND/OR A CONTENT CREATOR, YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE STUDIO, INCLUDING WITHOUT LIMITATION INTERACTIONS RELATING TO ANY STORIES, ACCESS TO AND SUBMISSION OF SUCH STORIES, AND ANY COMMUNICATIONS OR AGREEMENTS RELATING TO THE ACQUISITION OF ANY RIGHT, TITLE OR INTEREST IN SUCH STORIES.
Procedure for Making Claims of Copyright Infringement. It is STORYPLACE’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to STORYPLACE by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on STORYPLACE Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on STORYPLACE Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for STORYPLACE’s Copyright Agent for notice of claims of copyright infringement is as follows: StoryPlace HQ, 407 N Maple Dr., Beverly Hills, CA 90210.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL STORYPLACE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT STORYPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF STORYPLACE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE STORYPLACE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH STORYPLACE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON STORYPLACE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO STORYPLACE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A STORYPLACE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A STORYPLACE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A STORYPLACE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL STORYPLACE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO STORYPLACE by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A STORYPLACE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A STORYPLACE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A STORYPLACE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STORYPLACE AND YOU.
Term and Termination.
- Violations. If STORYPLACE becomes aware of any possible violations by you of the Agreement, STORYPLACE reserves the right to investigate such violations. If, as a result of the investigation, STORYPLACE believes that criminal activity has occurred, STORYPLACE reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. STORYPLACE is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in STORYPLACE Properties, including Your Content, in STORYPLACE’s possession in connection with your use of STORYPLACE Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of STORYPLACE, its users or the public, and all enforcement or other government officials, as STORYPLACE in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that STORYPLACE determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for STORYPLACE Properties, STORYPLACE reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to STORYPLACE) that you have violated the Agreement;
- Delete any of Your Content provided by you or your agent(s) to STORYPLACE Properties;
- Discontinue your registration(s) with any of STORYPLACE Properties, including any Services or any STORYPLACE community;
- Discontinue your subscription to any Services;
- Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which STORYPLACE deems to be appropriate.
International Users. STORYPLACE Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that STORYPLACE intends to announce such Services or Content in your country. STORYPLACE Properties are controlled and offered by STORYPLACE from its facilities in the United States of America. STORYPLACE makes no representations that STORYPLACE Properties are appropriate or available for use in other locations. Those who access or use STORYPLACE Properties from other countries do so at their own volition and are responsible for compliance with local law.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with STORYPLACE and limits the manner in which you can seek relief from us.
- Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use STORYPLACE Properties, unless terminated earlier in accordance with the Agreement.
- Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used STORYPLACE Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any STORYPLACE Properties, unless earlier terminated in accordance with the Agreement.
- Termination of Services by You. If you want to terminate the Services provided by STORYPLACE, you may do so by (a) notifying STORYPLACE at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to STORYPLACE’s address set forth below.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. STORYPLACE will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, indemnification, warranty disclaimers, and limitation of liability.
- No Subsequent Registration. If your registration(s) with or ability to access STORYPLACE Properties, or any other STORYPLACE community is discontinued by STORYPLACE due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access STORYPLACE Properties or any STORYPLACE community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive any consideration related to those STORYPLACE Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, STORYPLACE reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with STORYPLACE, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or STORYPLACE may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- Arbitration Rules and Jurisdiction. All disputes arising out of or in connection with the present Agreement, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) (the “Arbitration Rules”) by three (3) arbitrators appointed in accordance with the said Arbitration Rules. The place of the arbitration shall be state or federal courts located in Los Angeles County, California. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by the either party (the “Claimant”), delivered to the other party (the “Respondent”). The request for arbitration shall set out the nature of the claim(s) and the relief requested. The arbitral tribunal shall consist of three arbitrators. Except as otherwise specifically limited in this Agreement, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. In addition to the authority conferred upon the arbitral tribunal by the Arbitration Rules, the arbitral tribunal shall have the authority to order production of documents in accordance with the IBA Rules on the Taking of Evidence in International Arbitration as current on the date of the commencement of the arbitration. The existence and content of the arbitral proceedings and any rulings or awards shall be keep confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees –and costs and expenses of management, in-house counsel, experts, and witnesses, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. The parties undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Notwithstanding anything to the contrary herein, enforcement of any award may be sought in any court of competent jurisdiction.
- Waiver of Jury Trial. YOU AND STORYPLACE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and STORYPLACE are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of California. All other claims shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your STORYPLACE username (if any), the email address you used to set up your STORYPLACE account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided in subsection 15.4, 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 of your relationship with STORYPLACE.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if STORYPLACE makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing STORYPLACE at the following address: StoryPlace HQ, 407 N Maple Dr., Beverly Hills, CA 90210.
International Provisions. The following provisions shall apply only if you are located in the countries listed below.
- Electronic Communications. The communications between you and STORYPLACE may take place via electronic means, whether you visit STORYPLACE Properties or send STORYPLACE e-mails, or whether STORYPLACE posts notices on STORYPLACE Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from STORYPLACE in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that STORYPLACE provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release STORYPLACE Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of STORYPLACE Properties (including without limitation the Studio), including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of STORYPLACE Properties (including without limitation the Studio). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a STORYPLACE Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without STORYPLACE’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. STORYPLACE shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to STORYPLACE Properties, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and STORYPLACE agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California.
- Choice of Language. This Agreement, and any contract between us, are only in the English language. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
- Notice. Where STORYPLACE requires that you provide an e-mail address, you are responsible for providing STORYPLACE with your most current e-mail address. In the event that the last e-mail address you provided to STORYPLACE is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, STORYPLACE’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to STORYPLACE at the following address: StoryPlace HQ, 407 N Maple Dr., Beverly Hills, CA 90210. Such notice shall be deemed given when received by STORYPLACE by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer STORYPLACE Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained STORYPLACE Properties, and any other applicable laws. In particular, but without limitation, STORYPLACE Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using STORYPLACE Properties, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use STORYPLACE Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by STORYPLACE are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer STORYPLACE products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Agreement is concluded between you and STORYPLACE only, and not Apple, and (ii) STORYPLACE, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between STORYPLACE and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of STORYPLACE.
- You and STORYPLACE acknowledge that, as between STORYPLACE and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and STORYPLACE acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between STORYPLACE and Apple, STORYPLACE, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- You and STORYPLACE acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussi3ons between the parties with respect to such subject matter.
- United Kingdom. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
- Germany. Notwithstanding anything to the contrary in Section 10, STORYPLACE is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
End of Agreement