Last update: September 14, 2022
In plain words
- Your data: Your data is yours, we’ll provide you with backups if you ever want to leave.
- Backups and Replication: Your data is stored and processed in the AWS region you picked for your Stream app. We provide no guarantees, but we perform backups on a daily basis.
- Uptime: The team behind Stream has vast experience with running high scalability websites. Every commit is unit tested, we use best practices for devops and our clients continuously run integration tests against the service. Uptime is something we take very seriously. However, newsfeed systems are complex, we will go down eventually. If we go down, we’ll keep you updated on our status page.
- Best effort SLA: Our SLA is best effort. For enterprise customers we can provide custom policies.
Online Terms of Service
THESE TERMS OF SERVICE (“AGREEMENT”) DESCRIBE THE TERMS AND CONDITIONS ON WHICH STREAM.IO, INC. (“STREAM”) PROVIDES ITS SERVICES TO ANY CUSTOMER ACCESSING STREAM’S PROPRIETARY SYSTEMS AND APPLICATION PROGRAMMING INTERFACES (THE “API”) TO BUILD UNIQUE SCALABLE NEWSFEEDS and RESPONSIVE CHAT, OR OTHERWISE RECEIVING THE BENEFIT OF STREAM’S SERVICES (THE “CUSTOMER” or “YOU”). BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY OTHERWISE USING THE SERVICE, CUSTOMER IS ENTERING INTO A LEGALLY BINDING AGREEMENT WITH STREAM. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT COMPLETE THE ORDER PROCESS AND MUST NOT USE THE SERVICE. IF CUSTOMER OR THE THIRD PARTY ON BEHALF OF WHOM CUSTOMER IS ACTING (ALSO, A “CUSTOMER”) AND STREAM HAVE ALREADY ENTERED A SEPARATE AGREEMENT GOVERNING PROVISION OF STREAM’S SERVICES THAT HAS BEEN SIGNED ON BEHALF OF BOTH STREAM AND CUSTOMER, THEN THAT OTHER AGREEMENT SHALL APPLY IN PLACE OF THE TERMS HEREIN, NOTWITHSTANDING ANY CHECKBOX OR ELECTRONIC ACCEPTANCE REQUIRED IN ORDER TO USE THE SERVICE.
Provision of Service.
- Grant of Rights. Subject to this Agreement, Stream hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for permitted assignments as hereinafter described) right to access and use the Service in accordance with the Documentation (as defined in Section 7.1), subject to any limitations presented to Customer during the order process (such as purchased quota of API activities) and solely for Customer’s internal business purposes (including development of websites through which Service-generated data will be streamed) during the Subscription Term. All rights not expressly granted to Customer are reserved by Stream and its licensors. There are no implied rights.
- Eligibility Requirements. By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements (“Eligibility Requirements”): (a) Customer is at least 18 years old and has the legal capacity to be bound by this Agreement; (b) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement including entering into this Agreement on behalf of and binding a third party, if so applicable; (c) all Customer Data provides, including but not limited to information provided during registration, information about Customer and any third party business, and all relevant payment information, is within Customer’s right to use, and is and will remain accurate, complete and current; (d) Customer’s use of the Service will comply with all applicable laws, rules and regulations; and (e) Customer will provide Stream with any information, records, or materials that we request to verify Customer’s compliance with the eligibility requirements set forth above and the terms and conditions of this Agreement.
- Restrictions. Customer shall not (and shall not allow any third party to): (a) use the Service for the benefit of any third party, or to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein; (b) access or use the Service except as envisioned by the Service in its normal operation or specified herein and in the Documentation; (c) sell, distribute, rent, lease, service bureau, post, link, disclose or provide access to the Service, directly or indirectly, to any third party; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (e) use any unauthorized robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service. Customer shall keep all passwords and API keys provided to it safe and secure and shall be responsible for all use of the Service using passwords or API keys issued to Customer; or (f) use the Service to store or transmit any virus, worm, trap door, time bomb, trojan horse or other harmful or malicious code, file, script, agent or program designed to permit unauthorized access to, or to erase or otherwise harm a party’s software, hardware, systems or data. Customer shall notify Stream promptly after it becomes aware of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, Stream reserves the right to suspend access to the Service if Stream reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement (in which case, it shall provide Customer prompt written notice of such suspension).
- Customer Cooperation. Customer shall: (a) reasonably cooperate with Stream in all matters relating to the Service; (b) respond promptly to any reasonable Stream request to provide information, approvals, authorizations or decisions that are reasonably necessary for Stream to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as Stream may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.
- Data Processing Addendum. To the extent that Stream processes any personal data subject to: (a) the EU General Data Protection Regulation 2016/679, (b) any data protection laws relating to data protection, the processing of personal data, privacy or electronic communications in force from time to time in the United Kingdom, including the United Kingdom General Data Protection Regulation, as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018, (c) the Swiss Federal Act on Data Protection, (d) any other applicable national rule and legislation on the protection of personal data in the European Economic Area; or (e) the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, Stream will process such personal data in accordance with the data processing addendum set forth here
- Free Trials. Stream may, at its option, make all or part of the Services available to you solely for limited evaluation purposes and waive the Fees for such Free Trial Period. The “Free Trial Period” will end thirty (30) days after you enroll in any free trial of the Services or earlier at our or your election. You (and/or others affiliated or associated with you, including those employed by or representing the same entity or organization as you) may not enroll in any free trial of the Services multiple times in the same twelve (12) month period or create false or misleading accounts or registrations to extend or repeat free trials or circumvent Fees for the Services. By signing up for a Free Trial Period, you represent and warrant that this is the first Free Trial Period for you and/or others affiliated or associated with you during the prior twelve (12) month period, and if you breach this representation or warranty, Stream may charge, and you will pay, the then-current Fees for the Services notwithstanding the Free Trial Period Fee waiver, without limiting Stream’s other rights and remedies, including termination or suspension of your access and use rights and reasonable collection costs and interest for amounts not timely paid. Stream’s aggregate liability to you, and your sole and exclusive remedy against Stream, relating to any Free Trial Period are limited to $1.00 and/or early termination of the Free Trial Period, and the Services provided during the Free Trial Period are provided AS-IS for non-commercial evaluation purposes.
Stream Technology.In connection with providing the Service, Stream and its licensors shall operate and support the hosted environment used by Stream to provide the Service, including the Stream Technology (as defined below), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Stream. As used herein, “Stream Technology” means all of Stream’s proprietary technology (including software, hardware, products, processes, algorithms, data, user interfaces, know-how, techniques, designs and other tangible or intangible technical material) made available to Customer by Stream in providing the Service, including any updates, modifications, improvements and derivatives thereto and thereof.
Ownership.Stream acknowledges and agrees that, as between Customer and Stream, all right, title and interest in and to the Customer Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data other than a limited right to use the Customer Data in accordance with this Agreement. No right or license is granted hereunder to Customer under any Stream trademarks, service marks, trade names or logos. Customer shall not remove any Stream trademark, service mark, trade names or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. Customer acknowledges and agrees that, as between Stream and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information other than Customer Data) and other content on or made available through the Service, other than Customer Data), the Stream Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by Stream or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the Stream Technology other than a limited right to use the Service in accordance with this Agreement.
Fees; Payments; Taxes.
- Fees. Customer shall pay Stream the fees (“Fees”) pursuant to the fee schedule and Stream service plan chosen by Customer located here and here and make such payment in accordance with the instructions and schedule provided for by Stream.
- Increases. Stream reserves the right to increase the Fees upon at least 30 days’ advance notice (e-mail or otherwise) to Customer; provided, however, that Fee increases will not take effect until the start of the next Renewal Subscription Term.
- Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, or Customer’s access to the Service. Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Stream’s income), which may be invoiced by Stream from time-to-time.
- Late Payments. Customer shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Stream for all reasonable and documented costs and expenses, including reasonable attorneys’ fees, incurred in collecting any unpaid amounts owed by Customer hereunder.
- Maker Account. If Customer’s account type is Maker, Customer may only retain Maker status while continuing to meet the limitations of qualification for Maker as defined here. If Customer exceeds any of the Maker account qualification criteria without upgrading to a paying account type, Stream reserves the right to disable Customer’s access to the Service without notice. If Customer exceeds the volume limitations of the Maker account, the Service will reject all excess volume until usage resets the following month or Customer upgrades their account to a paid plan.
Term & Termination.
- Term, Termination and Automatic Renewal. The initial term of this Agreement shall commence upon Customer’s subscription to the Service and shall continue for the period of the initial subscription selected by the Customer (the “Initial Subscription Term”). The Initial Subscription Term shall continue to automatically renew for a period equal to the length of the Initial Subscription Term (each, a “Renewal Subscription Term”) at Stream’s then-current rates unless either party gives the other party written notice of cancellation at least 30 days prior to the end of the Initial Subscription Term or the Renewal Subscription Term then in effect. The Initial Subscription Term plus all Renewal Subscription Terms are referred to herein as the “Subscription Term”. Notices to Stream shall be sent to email@example.com .
- Termination for Breach. Either party may terminate this Agreement by written notice thereof to the other party, if the other party materially breaches this Agreement and, where such breach is curable, has not cured such breach within 30 days’ receipt of written notice thereof.
- Effects of Subscription Termination; Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and Stream shall no longer provide access to the Service to Customer, and (b) Customer shall cease using the Service. Except in the event that Customer terminates in accordance with Section 5.2, termination shall not relieve Customer’s obligation to pay all Fees accrued and payable before the effective date of termination. Any obligations that have accrued prior to termination shall survive termination of this Agreement. Sections 4 through 11 shall survive termination of this Agreement.
- Data Generally. All account and billing information, and all data and information which the Customer inputs into the Service (collectively, “Customer Data”) will not be used by Stream except as permitted herein. Stream agrees to protect Customer Data with no less than reasonable and appropriate administrative, technical, and physical data security safeguards taking into account the nature and sensitivity of the data. Customer hereby grants to Stream a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, and display the Customer Data solely in connection with providing the Service to Customer, and improving, developing and marketing the Service (provided that Stream may only use deidentified or aggregated Customer Data to improve, develop and market the Service). Stream may analyze Customer Data, and data of other customers, to create deidentified or aggregated statistics or data that do not identify Customer or any individual, household, user, browser, or device and Stream may during and after the Subscription Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading, and maintaining all Customer Data. The content of Customer Data shall be Customer’s sole responsibility.
- Additional Customer Responsibilities. Customer shall not upload or otherwise make available to Stream any Customer Data that: (a) constitutes an infringement, misappropriation, or violation of any intellectual property rights, proprietary rights, rights of publicity, rights of privacy or any other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases or contract rights; (b) violates this Agreement; (c) is unlawful or violates any applicable laws, rules, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise illegal in any way; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service; (f) constitutes protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or any regulation, rule or standards issued thereunder, or constitutes similarly protected sensitive personal information under any applicable law, rule or regulation; (g) is harmful to minors in any way; (h) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (i) causes Stream to violate any applicable law, rule or regulation, including those regarding the export of technical data. Stream reserves the right, but has no obligation, to review any Customer Data, investigate any claim related to Customer Data, or take appropriate action against Customer in its sole discretion if Customer Data creates any liability for Stream. Such actions may include removing or modifying Customer Data, exercising any indemnity and termination rights contained herein, and reporting such Customer Data to law enforcement authorities. Without limiting the foregoing, Stream will not be held liable to Customer or any third party for any Customer Data under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230.
Service Warranty; Disclaimer.
- Service Warranty. Stream represents and warrants that the Service when used in accordance with the applicable end-user instructions and manuals (the “Documentation”) will conform to the Documentation in all material respects. Stream does not warrant that it will be able to correct all reported defects or that use of the Service will be uninterrupted or error free. Stream makes no warranty regarding features or services provided by any third parties. Stream retains the right to modify the Service and the Stream Technology in its sole discretion. Customer’s sole remedy for Stream’s breach of the warranty in this paragraph shall be that Stream shall remedy the applicable error, or if Stream is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the Fees prepaid for the Service for the remainder of the Subscription Term.
- Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7.1, STREAM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.
Limitations of Liability.
- Disclaimer of Indirect Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF DATA, LOST PROFITS OR REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICE ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, STREAM’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO STREAM DURING THE PREVIOUS 12 MONTHS OF THE THEN-CURRENT SUBSCRIPTION TERM.
- Exclusions. THE LIMITATIONS OF LIABILITY IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO: (A) CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER; (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (C) LIABILITY ARISING FROM CUSTOMER’S BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 10; AND (D) CUSTOMER’S VIOLATION OF STREAM’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE). HOWEVER, WITH RESPECT TO STREAM’S LIABILITY RELATING TO CUSTOMER DATA UNDER THE FOREGOING CLAUSES IN THIS SECTION 8.3, STREAM’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED THERETO, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO STREAM DURING THE PREVIOUS FIFTEEN (15) MONTHS OF THE THEN-CURRENT SUBSCRIPTION TERM.
- Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT STREAM HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.
- Claims Against Customer. Stream shall defend any claim, suit or action against Customer and its directors, officers and employees (“Customer Indemnified Parties”) brought by a third party to the extent based on an allegation that the Service infringes, misappropriates, or otherwise violates any intellectual property rights of such third party (each, a “Customer Claim”), and Stream shall indemnify and hold Customer harmless, from and against damages, losses, liabilities and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim.
- Claims Against Stream. Customer shall defend, any claim, suit or action against Stream and its directors, officers and employees (“Stream Indemnified Parties”) brought by a third party to the extent that such claim, suit or action is based upon any Customer Data or Customer and its users use of the Service in violation of this Agreement (“Stream Claim”) and Customer shall indemnify and hold Stream harmless, from and against Losses that are specifically attributable to such Stream Claim or those costs and damages agreed to in a settlement of such Stream Claim.
- Indemnification Process. As conditions of the indemnification obligations in Sections 9.1-9.2 above: (a) the applicable Customer Indemnified Party or Stream Indemnified Party (the “Indemnitee”) will provide the indemnifying party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby); (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim; and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other party (not unreasonably withheld).
- Exclusions. Stream’s obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to: (a) misuse of the Service not strictly in accordance with the Documentation, Stream’s instructions, and this Agreement; (b) any modification, alteration or conversion of the Service not created or approved in writing by Stream; (c) any combination of the Service with any computer, hardware, software or service not provided by Stream; (d) Stream’s compliance with specifications or other requirements of Customer; or (e) any third party data or Customer Data. If the Service is or may be subject to a Customer Claim, Stream may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; (ii) replace or modify the Service so that it becomes non-infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any prepaid Fees for the Service associated with the then-current Subscription Term. Stream’s obligations in this Section 9 shall be Stream’s sole obligations, and Customer’s sole remedies, in the event of any intellectual property infringement or misappropriation claims, suits, or actions.
- Definitions. “Confidential Information” means information that is disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) hereunder during the Subscription Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a party’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. Receiving Party shall not have any obligations of confidentiality for any information that: (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, Receiving Party; (b) is rightfully in Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both parties; (ii) Service and Stream Technology shall be deemed Confidential Information of Stream, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer.
- General Obligations. Receiving Party shall, during the Subscription Term and thereafter, (a) not disclose Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 10; and (d) protect all Confidential Information from unauthorized use, access or disclosure in the same manner as Receiving Party protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) Receiving Party from disclosing Confidential Information to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that Receiving Party provides Disclosing Party prior written notice of such disclosure, to the extent permitted, and reasonably cooperates with efforts of Disclosing Party to seek confidential treatment thereof, to the extent such cooperation is requested by Disclosing Party; or (ii) a party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 10 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such party, as applicable).
- Return or Destruction. Except as otherwise expressly provided in this Agreement, Receiving Party will return to Disclosing Party, or destroy or erase, Confidential Information in its possession in tangible form, upon the termination of this Agreement; provided that: (a) Receiving Party may retain a copy of Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto; (b) Receiving Party may retain copies of Confidential Information solely to the extent required by law or by applicable professional standards which require such party to retain copies of its working papers; and (c) Receiving Party may retain Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.
- Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides Stream with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, “Feedback”), such Feedback shall not be considered Confidential Information of Customer, and Stream may use, disclose and exploit such Feedback in any manner it chooses. All Feedback provided by Customer is provided “AS IS” and without warranty or representation of any kind.
- Assignment. Customer may not assign this Agreement or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of Stream. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and inure to the benefit of each party’s successor and permitted assigns. Notwithstanding the foregoing, Stream may assign this Agreement to any acquirer of all or substantially all of its assets as they relate to this Agreement.
- Entire Agreement; Amendment. This Agreement along with the subscription arrangement chosen by the Customer here contains the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.
- Notices. Stream may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer.
- Force Majeure. Except for payment obligations, neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any cause which is beyond the reasonable control of such party, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party and uses reasonable efforts to overcome such circumstances.
- Publicity. Stream shall have the right to use Customer’s name and logo on client lists published on Stream’s website and in marketing materials. Stream may also announce the relationship hereunder in a press release.
- Choice of Law. Any question, claim or controversy arising out of or related to this Agreement is and will be governed by and construed in accordance with the federal and state laws of the State of Colorado, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result.
- Compliance with Laws. Each party shall comply with those laws, rules, and regulations that are specifically applicable to such party.
- Claims of Infringement. Stream respects Customer’s copyrights and other intellectual property rights and those of other third parties. If Customer believes in good faith that Customer’s copyrighted work has been reproduced on the Service without Customer’s authorization in a way that constitutes copyright infringement, Customer may notify our designated copyright agent by mail to: Stream.io, Inc., Attn: Stream.io Copyright Agent, 2005 Broadway, Boulder, CO 80302 firstname.lastname@example.org . Please provide the following information to Stream’s Copyright Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Customer’s name, address, daytime phone number, and email address, if available; (c) a statement that Customer has a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that Customer is authorized to act on behalf of the owner; and (e) Customer’s electronic or physical signature. Stream will take whatever action, in its sole discretion, it deems appropriate, including the removal of the allegedly infringing work from the Service.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Hosting Contractor. Customer acknowledges that Stream uses and the Service is hosted by a third party hosting provider (“Hosting Contractor”) that uses third party server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs for the delivery of the Service (“Hosting Contractor Services”). Additionally, Stream uses third party service providers to help Stream receive payments (“Payment Processors”). Stream may change its Hosting Contractor and Payment Processor at any time. Customer’s use of the Service is subject to any restrictions imposed by the Hosting Contractor and Payment Processor and provided to Customer in writing in advance, as applicable.
- Waiver. No waiver by either party of any provision of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
- Headings; Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.