Stringr Contributor Agreement

Last updated: April 2, 2019

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 Contributor 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.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I ACCEPT" OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE TO THIS AGREEMENT, OR BY UPLOADING, SUBMITTING OR OTHERWISE PROVIDING CONTRIBUTOR CONTENT TO THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME AS DESCRIBED IN SECTION 10.C BELOW, AND WHICH INCORPORATES BY REFERENCE THE STRINGR TERMS OF SERVICE AND PRIVACY POLICY.

1. Submission of Contributor Content. Once you have read, understood and accepted the terms of this Agreement (along with our Terms of Service and our Privacy Policy, you may register for an account on the Service and upload, submit or otherwise provide Contributor Content to the Service in accordance with the Stringr Submission Guidelines. By uploading, submitting or otherwise providing Contributor Content to us, you are offering us rights to such Contributor Content on the terms of this Agreement. If we accept your offer by posting your Contributor Content onto the Service, we will without further action have the rights to the accepted Contributor Content as set forth in Section 2 below; however, for purposes of clarity, the copyrights in and to all Contributor Content remain with the owner of such copyrights and nothing contained herein shall be construed to transfer any copyrights to Stringr.

2. Licenses.

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 for: (x) a period of forty-eight (48) hours from the time such In-Demand Content is accepted by Stringr (the "Review Period"); and (y) an additional sixty (60) days immediately following the Review Period if the requesting Customer purchases such In-Demand Content during the applicable Review Period (collectively, (x) and (y), the "Exclusivity Period"). During the Review Period - and if your In-Demand Content is purchased by the requesting Customer during the applicable Review Period, during the Exclusivity Period - you may not sell, share, license for use, reproduce, publicly display, perform, market, or in any way distribute such In-Demand Content. We make no guaranty that your In-Demand Content will be purchased by the requesting Customer.

(ii) At the end of the Review Period - and if your In-Demand Content is purchased by the requesting Customer during the applicable Review Period, at the end of the Exclusivity Period - 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 OriginAmount
Afghanistan1050 AFN
Aland Islands30 EUR
Albania1900 ALL
Algeria1850 DZD
American Samoa50 USD
Andorra25 EUR
Angola19200 AOA
Anguilla140 XCD
Antigua and Barbuda140 XCD
Argentina1600 ARS
Armenia8100 AMD
Aruba75 AWG
Australia55 AUD
Austria30 EUR
Azerbaijan25 AZN
Bahamas40 BSD
Bahrain10 BHD
Bangladesh1400 BDT
Barbados95 BBD
Belgium30 EUR
Belize50 BZD
Benin28350 XOF
Bermuda75 BMD
Bhutan1550 BTN
Bolivia120 BOB
Bonaire, Saint Eustatius and Saba 50 USD
Bosnia and Herzegovina30 BAM
Botswana230 BWP
Bouvet Island430 NOK
Brazil90 BRL
British Indian Ocean Territory50 USD
British Virgin Islands50 USD
Brunei30 BND
Bulgaria30 BGN
Burkina Faso13150 XOF
Burundi99350 BIF
Cambodia97200 KHR
Cameroon11250 XAF
Canada45 CAD
Cape Verde4800 CVE
Cayman Islands50 KYD
Central African Republic28350 XAF
Chad28350 XAF
Chile17850 CLP
China130 CNY
Christmas Island70 AUD
Cocos Islands70 AUD
Colombia52150 COP
Comoros21350 KMF
Cook Islands70 NZD
Costa Rica14800 CRC
Croatia180 HRK
Curacao65 ANG
Cyprus25 EUR
Czech Republic520 CZK
Democratic Republic of the Congo99250 CDF
Denmark270 DKK
Djibouti6900 DJF
Dominica90 XCD
Dominican Republic1150 DOP
East Timor50 USD
Ecuador20 USD
Egypt230 EGP
El Salvador20 USD
Equatorial Guinea18750 XAF
Eritrea750 ERN
Estonia25 EUR
Falkland Islands35 FKP
Faroe Islands320 DKK
Fiji45 FJD
Finland30 EUR
France30 EUR
French Guiana45 EUR
French Polynesia4950 XPF
French Southern Territories45 EUR
Gabon17950 XAF
Gambia2600 GMD
Georgia45 GEL
Germany30 EUR
Ghana110 GHS
Gibraltar25 GIP
Greece25 EUR
Greenland370 DKK
Grenada140 XCD
Guadeloupe45 EUR
Guam50 USD
Guatemala170 GTQ
Guernsey35 GBP
Guinea487650 GNF
Guinea-Bissau28350 XOF
Guyana5100 GYD
Haiti3450 HTG
Heard Island and McDonald Islands70 AUD
Honduras490 HNL
Hong Kong310 HKD
Hungary6250 HUF
Iceland6050 ISK
India900 INR
Indonesia256000 IDR
Iraq25350 IQD
Ireland35 EUR
Isle of Man30 GBP
Israel140 ILS
Italy30 EUR
Ivory Coast13650 XOF
Jamaica3850 JMD
Japan4400 JPY
Jersey35 GBP
Jordan15 JOD
Kazakhstan6200 KZT
Kenya1900 KES
Kiribati70 AUD
Kosovo45 EUR
Kuwait7 KWD
Kyrgyzstan1050 KGS
Laos502500 LAK
Latvia20 EUR
Lebanon52300 LBP
Lesotho740 LSL
Liberia7150 LRD
Libya110 LYD
Liechtenstein45 CHF
Luxembourg35 EUR
Macao270 MOP
Macedonia2650 MKD
Madagascar58400 MGA
Malawi19400 MWK
Malaysia75 MYR
Maldives450 MVR
Mali28350 XOF
Malta30 EUR
Marshall Islands50 USD
Martinique45 EUR
Mauritania17850 MRO
Mauritius960 MUR
Mayotte35 EUR
Mexico360 MXN
Micronesia50 USD
Moldova270 MDL
Monaco50 EUR
Mongolia47950 MNT
Montenegro15 EUR
Montserrat140 XCD
Morocco150 MAD
Mozambique3200 MZN
Namibia300 NAD
Nauru70 AUD
Nepal1650 NPR
Netherlands35 EUR
New Caledonia5150 XPF
New Zealand55 NZD
Nicaragua700 NIO
Niger13700 XOF
Nigeria6150 NGN
Niue70 NZD
Norfolk Island70 AUD
Northern Mariana Islands50 USD
Norway440 NOK
Oman9.5 OMR
Pakistan1700 PKR
Palau25 USD
Palestinian Territory160 ILS
Panama25 PAB
Papua New Guinea130 PGK
Paraguay101400 PYG
Peru60 PEN
Philippines950 PHP
Pitcairn70 NZD
Poland80 PLN
Portugal20 EUR
Puerto Rico35 USD
Qatar110 QAR
Republic of the Congo28350 XAF
Reunion45 EUR
Romania75 RON
Russia1300 RUB
Rwanda16450 RWF
Saint Barthelemy45 EUR
Saint Helena25 SHP
Saint Kitts and Nevis140 XCD
Saint Lucia140 XCD
Saint Martin45 EUR
Saint Pierre and Miquelon45 EUR
Saint Vincent and the Grenadines95 XCD
Samoa130 WST
San Marino30 EUR
Sao Tome and Principe1047250 STD
Saudi Arabia90 SAR
Senegal14100 XOF
Serbia1850 RSD
Seychelles500 SCR
Sierra Leone528900 SLL
Singapore55 SGD
Sint Maarten90 ANG
Slovakia20 EUR
Slovenia25 EUR
Solomon Islands400 SBD
Somalia9900 SOS
South Africa320 ZAR
South Georgia and the South Sandwich Islands35 GBP
South Korea42800 KRW
Spain25 EUR
Sri Lanka3050 LKR
Suriname510 SRD
Svalbard and Jan Mayen430 NOK
Swaziland740 SZL
Sweden320 SEK
Switzerland55 CHF
Taiwan880 TWD
Tajikistan140 TJS
Tanzania38000 TZS
Thailand700 THB
Togo28350 XOF
Tokelau70 NZD
Tonga110 TOP
Trinidad and Tobago180 TTD
Tunisia40 TND
Turkey140 TRY
Turkmenistan230 TMT
Turks and Caicos Islands50 USD
Tuvalu70 AUD
U.S. Virgin Islands30 USD
Uganda57300 UGX
Ukraine420 UAH
United Arab Emirates110 AED
United Kingdom25 GBP
United States40 USD
United States Minor Outlying Islands50 USD
Uruguay1100 UYU
Uzbekistan140650 UZS
Vanuatu4150 VUV
Vatican45 EUR
Vietnam417300 VND
Wallis and Futuna5150 XPF
Western Sahara450 MAD
Yemen6550 YER
Zimbabwe7250 ZWL

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, you must 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. 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 must 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. You will receive an email containing instructions on how to download and submit this IRS form to us.

(ii) Payments will be issued within 24 hours 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. Notwithstanding the foregoing, we may delay any payment to you until we have received the information and documentation pursuant to Section 3.C(i) above or that we reasonably determine is necessary to verify your identifying information and comply with legal requirements.

(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.

(iv) Contributors will receive payments solely through PayPal, a third party online payment processing service. The PayPal service is not under our control; PayPal has its own independent user agreement and privacy policy that will govern your use of the PayPal service, in addition to any other agreement entered into by and between you and PayPal. Stringr's obligation to make payment to you hereunder shall be fulfilled by submitting payment to your PayPal account via the PayPal service. You may not share your PayPal account with another Stringr contributor.

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.

5. Indemnification.

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.

E. General. This Agreement, together with the Terms of Service, Privacy Policy, and the Stringr Submission Guidelines, is the entire and exclusive understanding and agreement between you and Stringr regarding your use of the Service and your submission of your Contributor Content. As between you and Stringr, to the extent that this Agreement conflicts with the Terms of Service, this Agreement shall prevail. Except as expressly permitted above, this Agreement may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

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.

12. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

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 support@stringr.com.