Last Updated: August 17th, 2022
These Terms of Service (these “Terms”) describe your rights and responsibilities when accessing and/or using our Company Extension (as defined below) and/or websites, such as stelolabs.com or stelolabs.xyz, (collectively, including any successor URL(s), the “Sites”) (the Sites and the Company Extension, collectively with any and all related software and services, the “Company Platform”) owned and operated by Company, Inc. (“Company,” “we,” “our,” or “us”). These Terms apply to anyone else who accesses or uses the Company Platform (collectively, “Company,” “you,” or “your”). By accessing or using the Company Platform, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms. Notwithstanding anything to the contrary herein, these Terms apply to you whether or not you are a registered user of the Company Platform. If the User is a company, organization, or other entity rather than an individual, then (i) each of “User,” and “you” includes you and that entity; (ii) “your” has the corresponding meaning; and (iii) you represent and warrant that you: (A) are an authorized representative of that entity with the authority to bind such entity to these Terms, (B) have read and understand these Terms, and (C) agree to these Terms on behalf of such entity. Company reserves the right to modify the terms of these Terms and will provide notice of these changes as described below.
Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory mutual individual arbitration provision in Section 10.2 (the “Arbitration Agreement”) and a mutual class action/jury trial waiver provision in Section 10.3 (the “Class Action/Jury Trial Waiver”) that require, subject only to the specified exceptions in Sections 10.2 and 10.3 or unless you opt out pursuant to the instructions in Section 10.2, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings.
The Company Platform and all materials therein or transferred thereby, including, without limitation, software, digital downloads, data compilations, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to, or we may invite you to, submit comments or ideas about the Company Platform, including, without limitation, about how to improve the Company Platform (“Ideas”). By submitting any Idea, you hereby assign to Company all right, title and interest in and to such Idea. To the extent that the foregoing assignment cannot, as a matter of law, be accomplished, you agree to grant, and hereby grant, to Company an exclusive, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers of sublicensees), transferable, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Ideas. You acknowledge that, in all cases, Company will be entitled to use the Ideas or any portion thereof for any purpose, without restriction or remuneration of any kind. You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Company Platform in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Company Platform in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or otherwise violating any anti-spam, consumer protection or privacy law, rule or regulation by using another User’s email address; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Company Platform; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Company Platform; (vii) collecting or harvesting any personal information, including account names, from the Company Platform; (viii) using the Company Platform for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Company Platform; (xi) accessing any content on the Company Platform through any technology or means other than those provided or authorized by the Company Platform; (xii) bypassing the measures we may use to prevent or restrict access to the Company Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Company Platform or the content therein; or (xiii) accessing any audiovisual content that may be available on the Company Platform in any manner other than that permitted by the functionality of the Company Platform.
You hereby release Company from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Company Platform. In addition, each User waives any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Company Platform, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties under these Terms; (iii) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) your negligence, recklessness or willful misconduct; or (vi) any other party’s access to and/or use of the Company Platform with your unique user name, password, or other appropriate security code or credentials.
The Company Platform is provided on an “as is” and “as available” basis. Use of the Company Platform is at your own risk. To the maximum extent permitted by applicable law, the Company Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Company or through the Company Platform will create any warranty not expressly stated herein. Without limiting the foregoing, Company, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Company Platform will meet your requirements; that the Company Platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Company Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Company Platform is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Company Platform.
Further, Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Company Platform or any hyperlinked website or service, and Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.
To the maximum extent permitted by applicable law, in no event will Company, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Company Platform. Under no circumstances will Company be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Company Platform or your account or the information contained therein.
To the maximum extent permitted by applicable law, Company assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Company Platform; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Company Platform; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Company Platform by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Company Platform; and/or (vii) Feedback, or the defamatory, offensive, or illegal conduct of any third party. In no event will Company, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Company hereunder or US$50.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Company has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.
If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Company at terms@stelolabs.com with your full name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding governing law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at terms@stelolabs.com and to attempt to resolve the Claim with us informally. In the unlikely event that Company has not been able to resolve a Claim it has with you within sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in San Francisco County, California, unless you and Company agree otherwise. If you are using the Company Platform for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Company Platform for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Company agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether the Terms, or any provision of the Terms, are unconscionable or illusory.
Notwithstanding anything to the contrary, nothing in this Arbitration Agreement will be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.
3. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Company Platform for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This mutual waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person’s Claims. You and Company mutually agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other Users. You and Company further agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.
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