Thank you for your interest in Stringr Inc. ("Stringr", "we", or "us"), our application for your mobile device (the "App"), our Web site at stringr.com (the "Site"), and our related web sites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by us (together with the App and Site, our "Service"). The Service provides an online marketplace for you and other media content contributors (the "Contributors") to upload Contributor Content (defined below) onto an integrated platform where third parties, such as media organizations, can search, view, request, purchase, and/or download such Contributor Content (the "Customers"). This Contribut or Agreement (this "Agreement") describes the rights that you grant to Stringr in any photographs, pictures, images, moving images, videos, audiovisual materials, or other media that you upload, submit or otherwise provide to the Service, together with any associated information, tags, metadata, titles or releases obtained in connection therewith (collectively, the "Contributor Content") and governs the terms by which such Contributor Content is made available for licensing to Customers via the Service.
A. A. Contributor Content License. Except for In-Demand Content as described in Section 2.B below, by uploading, submitting or otherwise providing any Contributor Content to the Service, you hereby grant Stringr a perpetual, worldwide, non-exclusive and irrevocable right and license (but we assume no obligations whatsoever) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such Contributor Content.
B. In-Demand Content License.
(i) If you upload, submit or otherwise provide Contributor Content in response to a request made by a Customer on the Service (the "In-Demand Content"), you hereby grant Stringr an exclusive, irrevocable, worldwide right and license (but we assume no obligations whatsoever) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such In-Demand Content.
(ii) You hereby acknowledge and agree that (i) Stringr shall subsequently have a perpetual, worldwide, non-exclusive and irrevocable license to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such content; and (ii) you will be compensated by Stringr for such content in accordance with Section 3.A below.
(iii) For the avoidance of doubt, except for Section 2.A and Section 3.A of this Agreement, all provisions applicable to the "Contributor Content" and all references to the "Contributor Content" shall include and apply to the In-Demand Content.
C. Contributor Credentials; Marketing and Promotional Activities. You may supply us with the credential information for your Contributor Content, such as your name, a short biography, web site URL, or links to your social media accounts ("Contributor Credentials"). We may publish on the Service or otherwise make available to our Customers your username or such Contributor Credentials in connection with your Contributor Content. You grant us a perpetual, non-exclusive, worldwide and royalty-free right and license, without payment of any compensation to you, to: (i) use your username and Contributor Credentials, including your name and likeness, in connection with your Contributor Content (including, without limitation, the right to ,grant such permission to our Customers to do the same); and (ii) use your username, Contributor Credentials, and Contributor Content in connection with Stringr's marketing or promotional activities. Further, you acknowledge and agree that we may, but are under no obligation to, advise Customers to credit you as the creator of your Contributor Content where crediting is customary.
D. Moral Rights. In connection with this Section 2, you hereby waive any "moral rights" related to your Contributor Content, including: (i) the right to be identified as the creator or author of your Contributor Content; and (ii) the right to object to the modification of your Contributor Content. In addition, you acknowledge that we have no responsibility whatsoever for the compliance by Customers or other third parties with the terms of any agreement that may be entered into between Stringr and any such Customer or third party. You also agree that, notwithstanding any rights you may have to pursue any Customer or third party at law, we shall have no liability to you, any Customer, or any third party for any breach of said agreement or infringement or wrongful conduct by any such Customer or third party.
E. Other Rights. We also will have the right (but not the obligation) to edit, resize, resample, convert, correct, crop or otherwise composite your Contributor Content to correct what we determine in our sole discretion to be an error, misleading statement, malfunction or omission or for purposes of facilitating the marketing, distributing, sale and licensing of your Contributor Content; provided that any screening, review, correction and/or editing of your Contributor Content performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
3. Contributor Compensation.
A. Except for the In-Demand Content that you upload, submit or otherwise provide in accordance with Section 2.B above, Stringr shall pay you a fixed rate (as set forth in the table below) for each unique download by a Customer of your Contributor Content. These fixed rates shall apply to unique downloads; if a single Customer downloads the same item of Contributor Content more than once, you will be paid once only. This table will be updated regularly at our discretion to reflect current market conditions and exchange rates. The amount paid will be based on the published rates at the time of the download.
|Rate per unique download of your Contributor Content|
|Country of Video Origin||Amount|
|Aland Islands||30 EUR|
|American Samoa||50 USD|
|Antigua and Barbuda||140 XCD|
|Bonaire, Saint Eustatius and Saba||50 USD|
|Bosnia and Herzegovina||35 BAM|
|Bouvet Island||540 NOK|
|British Indian Ocean Territory||50 USD|
|British Virgin Islands||50 USD|
|Burkina Faso||29950 XOF|
|Cape Verde||2300 CVE|
|Cayman Islands||50 KYD|
|Central African Republic||29950 XAF|
|Christmas Island||75 AUD|
|Cocos Islands||75 AUD|
|Cook Islands||80 NZD|
|Costa Rica||14200 CRC|
|Czech Republic||580 CZK|
|Democratic Republic of the Congo||79450 CDF|
|Dominican Republic||1200 DOP|
|East Timor||50 USD|
|El Salvador||20 USD|
|Equatorial Guinea||29950 XAF|
|Falkland Islands||40 FKP|
|Faroe Islands||340 DKK|
|French Guiana||45 EUR|
|French Polynesia||5450 XPF|
|French Southern Territories||45 EUR|
|Heard Island and McDonald Islands||75 AUD|
|Hong Kong||390 HKD|
|Isle of Man||25 GBP|
|Ivory Coast||13550 XOF|
|Marshall Islands||35 USD|
|New Caledonia||4500 XPF|
|New Zealand||55 NZD|
|Norfolk Island||75 AUD|
|Northern Mariana Islands||50 USD|
|Palestinian Territory||190 ILS|
|Papua New Guinea||110 PGK|
|Puerto Rico||35 USD|
|Republic of the Congo||18700 XAF|
|Saint Barthelemy||45 EUR|
|Saint Helena||40 SHP|
|Saint Kitts and Nevis||140 XCD|
|Saint Lucia||140 XCD|
|Saint Martin||45 EUR|
|Saint Pierre and Miquelon||45 EUR|
|Saint Vincent and the Grenadines||95 XCD|
|San Marino||25 EUR|
|Sao Tome and Principe||1114100 STD|
|Saudi Arabia||90 SAR|
|Sierra Leone||1048500 SLL|
|Sint Maarten||90 ANG|
|Solomon Islands||420 SBD|
|South Africa||320 ZAR|
|South Georgia and the South Sandwich Islands||40 GBP|
|South Korea||44350 KRW|
|Sri Lanka||5100 LKR|
|Svalbard and Jan Mayen||540 NOK|
|Trinidad and Tobago||180 TTD|
|Turks and Caicos Islands||50 USD|
|U.S. Virgin Islands||30 USD|
|United Arab Emirates||110 AED|
|United Kingdom||25 GBP|
|United States||40 USD|
|United States Minor Outlying Islands||50 USD|
|Wallis and Futuna||8900 XPF|
|Western Sahara||500 MAD|
B. In-Demand Content Pricing. If a requesting Customer purchases your In-Demand Content pursuant to Section 2.B above, Stringr shall pay you the amount set forth in the the push notification made available to you on the Service prior to your submission of the applicable In-Demand Content (the "In-Demand Rate"). You acknowledge and agree that the In-Demand Rate shall be determined in Stringr's sole discretion, taking into account certain factors, including geographical location, time of day, type of Customer request, and other various factors as may be determined by Stringr from time to time. The following In-Demand Rate shall apply to unique downloads; if the requesting Customer downloads the same item of In-Demand Content more than once, you will be paid once only. Your acceptance of the In-Demand Rate shall be subject to the terms and conditions of this Agreement and any separate terms that may apply between you and Stringr.
C. Payment Terms. Without limiting Sections 3.A and 3.B above, all payments made to you under this Agreement (the "Contributor Fees") shall be governed by the following terms:
(i) If you are a "US Person" as said term is defined by the IRS, and you receive Contributor Fees exceeding five hundred dollars ($500) in a fiscal year, we may require you to submit a signed and completed IRS Form W-9 must be submitted to Stringr for Stringr to make any further payments to you to you. If required, you will receive an email containing instructions on how to download and submit this IRS form to us. Foreign persons might be subject to U.S. income tax on income they receive from U.S. sources. If you are a "Foreign Person" as said term is defined by the IRS, a signed and completed IRS Form W-8 may be required to be submitted to Stringr in order for you to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty. If required, you will receive an email containing instructions on how to download and submit this IRS form to us.
(ii) Payments will be issued within two business days following each unique download of your Contributor Content. Payments are automatic and do not need to be requested. If you are credited with a download or downloads and Stringr for any reason thereafter issues a refund to the Customer(s) that downloaded your Contributor Content, Stringr shall have the right to deduct such refunded amounts from your Contributor Fees.
(iii) To the extent determined by us to be appropriate, payment of the Contributor Fees will be net of: (i) taxes or other withholdings that we determine are required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement or any other Agreement between you and Stringr; (iv) fees, charges and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check or alternative payment method and/or currency conversion for payments received by us or paid to you in a currency other than U.S. Dollars; (v) refunded payments for your Contributor Content; and (vi) any amounts owing by you to us under this Agreement or otherwise. Without limiting the generality of the foregoing, we are entitled to set-off against any amount owing to you, all amounts to which we are or may be entitled under this Agreement, any other agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement.
4. Representations and Warranties. You are solely responsible for your Contributor Content and the consequences of uploading, submitting or otherwise providing your Contributor Content. By uploading, submitting or otherwise providing Contributor Content, you affirm, represent, and warrant that:
A. you (i) have the legal capacity and authority to enter into this Agreement, (ii) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize Stringr and its Customers to use and distribute your Contributor Content as necessary to exercise the licenses granted by you in Section 2 and in the manner contemplated by the Service, and (iii) have not granted any rights or licenses to your Contributor Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with this Agreement.
B. your Contributor Content, and the use of your Contributor Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Stringr to violate any law or regulation;
C. you agree to the Stringr Submission Guidelines, which are hereby incorporated into and made part of this Agreement by reference;
D. all information provided to us by you is accurate and complete, including but not limited to all information relating to or associated with your Contributor Content, and you agree to update such information as is necessary for such information to continue to be accurate and complete;
E. no portion of your Contributor Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and your Contributor Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Service, including without limitation the Site and the App, or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way;
F. you have used all reasonable efforts to provide the information necessary to enable the effective marketing of your Contributor Content on the Service, and such information is accurate, complete and not misleading in all material respects and does not include any false, misleading or inapplicable metadata, and to the extent that after submission of your Contributor Content you learn of anything to the contrary, you will promptly update and correct such information provided to us;
G. your Contributor Content has not been obtained, created or submitted to us under this Agreement in violation of any law;
H. your Contributor Content is not subject to any terms or conditions that might be breached by your Contributor Content being used, distributed or licensed by us as contemplated under this Agreement;
I. if after the submission to us of any Contributor Content, you receive any notice or otherwise learn that any of the representations made by you in this Agreement were not accurate and complete, or are no longer are accurate and complete, in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, remove your Contributor Content from the Service.
A. You agree to defend, indemnify and hold Stringr and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Stringr Entities), and our Customers, harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claim, action or proceeding by a third party relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by you of this Agreement or any representation, warranty, or obligation contained herein, (ii) a claim that if proven would constitute a failure to fulfill any responsibility or obligation assumed by you under this Agreement, or (iii) a claim that a use of or other action regarding your Contributor Content by us or by a Customer as contemplated under this Agreement infringes, misappropriates, or violates any copyright, trademark, trade secret, moral right, right of publicity or privacy or other intellectual property right of a third party, defames a third party or otherwise gives the right of a tort action by a third party.
6. Claims against Customers and Third Parties.
A. While Stringr takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by Customers or other third parties, Stringr has no obligation to pursue legal action against any alleged infringer of any of your rights in and to your Contributor Content. You hereby grant Stringr the right and authority to bring any lawsuit and/or take any action as Stringr deems appropriate to protect Stringr's rights in your Contributor Content. We will have no obligation whatsoever or authority to make any claim, bring any lawsuit or take any action regarding an infringement or claimed infringement of any intellectual property or other rights relating to your Contributor Content by any third party who is not a Customer or believed by us to be a Customer.
7. Term and Termination.
A. Stringr has the right to refuse to accept or to remove your Contributor Content from the Service at any time and for any reason. Contributor Content will be removed if Stringr believes that your Contributor Content will subject Stringr Entities to legal action or if your Contributor Content violates the terms of this Agreement, the Terms of Service, or any other agreement that you have with Stringr.
B. Stringr has the right to refuse to establish an account, or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, submission of material that is obscene in nature or that might be construed as defamatory, failure to comply with the Stringr Submission Guidelines as may be amended from time to time, for any breach of the terms of this Agreement or any other agreement that you have with Stringr, or for convenience.
C. Stringr will terminate your account no later than ninety (90) days following its receipt of a written request from you, and you may remove your Contributor Content from your account at any time.
D. Notwithstanding anything else set forth in this Section 7, the licenses granted by you under this Agreement to your Contributor Content, including any In-Demand Content, shall remain in full force and effect under the terms of such license and shall survive the termination of your account and/or the removal of your Contributor Content.
E. If your account is terminated for any reason, you must obtain written authorization from Stringr prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Stringr in each instance. If such consent is granted, you may not submit identical Contributor Content to more than one account.
F. The terms and provisions of 2 through 12 shall survive termination or expiration of this Agreement for any reason.
8. DISCLAIMER OF WARRANTIES.
A. THE SERVICE IS PROVIDED BY US ON AN "AS IS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE SHALL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SERVICE WILL BE ACCURATE; OR THAT CUSTOMERS OR OTHER THIRD PARTIES WILL PERFORM THEIR OBLIGATIONS AS PROMISED TO YOU OR TO STRINGR. SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THEREFORE, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS.
9. LIMITATION OF LIABILITY.
A. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF OUR SERVICE, INCLUDING ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT STRINGR IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO ANY CONTENT OR MATERIAL SUBMITTED TO THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR CONTRIBUTOR CONTENT, AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTRIBUTOR CONTENT UPLOADED, SUBMITTED OR OTHERWISE PROVIDED TO US.
B. STRINGR SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (i) ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST ROYALTIES OR PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE OR SUBMISSION OF ANY CONTRIBUTOR CONTENT, OR (ii) ANY DAMAGES, COSTS, LOSSES, PROCEEDING OR LOST ROYALTIES OR PROFITS WHATSOEVER RELATING TO OR ARISING OUT OF ANY USE, COPYING, MODIFICATION, DISPLAY, PERFORMANCE, DISTRIBUTION THEREOF OR OTHER ACTION BY ANY CUSTOMER OR ANY OTHER THIRD PARTY, OR RELATING TO THE RESULTS FROM THE USE THEREOF OR OTHERWISE, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
C. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF STRINGR UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF THE SERVICE, YOUR SUBMISSION OF ANY CONTRIBUTOR CONTENT OR ANY OTHER AGREEMENT (REGARDLESS OF THE AMOUNT OF CONTRIBUTOR CONTENT YOU SUBMIT TO US) SHALL BE LIMITED TO AN AGGREGATE OF ONE THOUSAND ($1,000) U.S. DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO THE FEES THAT ARE EXPRESSLY PAYABLE TO YOU HEREUNDER.
D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
E. No action, regardless of form, arising under this Agreement or relating to or arising out of your use of the Service or your submission of any Contributor Content or any other agreement may be brought by you more than one year after the cause of the action has accrued.
F. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control.
G. YOU ACKNOWLEDGE AND AGREE THAT (i) THE FEES FOR THE USE OF YOUR CONTRIBUTOR CONTENT REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, AND (ii) THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
10. Miscellaneous Provisions.
A. Independent Contractors. The parties to this Agreement are independent contractors, and nothing in this Agreement or the rights granted herein, any upload or submission of Contributor Content or access to or use of the Service shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
B. Information Audit. Upon reasonable notice, you will promptly allow us to inspect and provide us with information or documentation requested by us relating to (i) the creation of any Contributor Content, (ii) clearances or releases that have been obtained for any of any Contributor Content, and/or (iii) licenses, agreements or instruments relating to ownership of or rights to any Contributor Content. You also consent to us providing any of the same you have provided to us to Customers or prospective Customers.
C. Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and Stringr agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located San Francisco County, California for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations.
D. Modification of this Agreement. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we will use reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register an account, through a pop-up window on the Service, or other similar mechanism. Any material modifications to this Agreement will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change, provided that (i) any Contributor Content that you upload, submit or otherwise provide to us under this Agreement shall be governed by the version of the Agreement that was in effect at the time of such submission; and (ii) any disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Immaterial modifications shall be effective upon publication. If you do not agree to the modified Agreement, your sole and exclusive remedy is to terminate your account and you may no longer use the Service.
11. Dispute Resolution and Arbitration.
A. Generally. In the interest of resolving disputes between you and Stringr in the most expedient and cost effective manner, you and Stringr agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND STRINGR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
B. Exceptions. Despite the provisions of Section 11.A, we both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
C. Arbitrator. Any arbitration between you and Stringr will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Stringr.
D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Stringr's address for Notice is: Stringr Inc., 548 Market Street, Unit #50338, San Francisco, CA 94104. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Stringr may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Stringr must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Stringr will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Stringr in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
E. Fees. If you commence arbitration in accordance with this Agreement, Stringr will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Stringr for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
F. No Class Actions. YOU AND STRINGR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Stringr agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
G. Modifications. If Stringr makes any future change to this arbitration provision (other than a change to Stringr's address for Notice), you may reject the change by sending us written notice within 30 days of the change to Stringr's address for Notice, in which case your account with Stringr will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
H. Enforceability. If Section 11.F is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 10.C will govern any action arising out of or related to this Agreement.
13. Contact Information. The Service is offered by Stringr Inc. located at 548 Market St., Unit #50338, San Francisco, CA, 94104. You may contact us by sending correspondence to that address or by emailing us at email@example.com.