PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
These Terms of Use are a contract between you and Styku LLC and govern your access to and use of any Styku Services. It consists of the following documents:
General Terms: This document, which contains the core legal and commercial terms that apply to your use of our products and services. Any reference to “Terms” or “Master Terms” means these General Terms.
Product-Specific Terms: These include any additional terms that apply to your use of each of our product offerings, our other services, and third-party services.
Privacy Policy: This explains how your personal information is managed and used.
By accessing, downloading, installing and/or using any Styku services, you accept and agree to be bound by these Terms and all terms, conditions, and limitations associated with them just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use any of the Styku offerings or services.
Styku may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. We will let you know when we update the terms via in-app notification or by email. Your continued access to or use of the Site or Offerings after such posting constitutes your consent to be bound by the Terms, as amended.
“Agreement”, or “Terms” means these General Terms and all materials referred to or linked to in here, unless otherwise stated. Other articles or sites linked here are for informational purposes only, and they are not incorporated into this Agreement.
“Order”, or “Order Form”, means the Styku-approved form or online process by which you agree to subscribe to the Service and/or purchase a Product.
“Service” means all of our web-based applications and websites, mobile applications, software, tools, platforms and professional services that you have purchased, subscribed to or that we otherwise make available to you, and are developed, operated and maintained by us.
“Free Service” means the Service or other products or features made available by us to you on an unpaid trial or free basis.
“Equipment” means physical goods sold by Styku, including Styku 3D Body Scanners.
“Subscription Term” means, collectively, the initial term of your subscription to the applicable Service, as specified on your Order Form(s)(the “Initial Term”); and each subsequent renewal period (if any)(each a “Renewal Term”). Your “Current Term is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Styku”, “we”, “us”, or “our” means Styku LLC, located at 27554 Upton Terrace, San Pedro, CA 90732-5201
“You”, “your” or “Customer” means the person or entity using the Products and/or Services and identified in the applicable account record, billing statement, online subscription process, or order form.
“Customer Data” means information about a Customer, including body scan data, measurements, shape, body composition, gender, age and other biometrics,
“Third-Party sites” means third-party websites linked to from within the Services.
“Third-Party services” means non-embedded products and professional services that are provided by third parties which interoperate or are used in connection with the Services.
“Privacy Policy” means the Styku Privacy Policy available at https://www.styku.com/privacy
“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
“User Data” means all information that you submit or collect via the Service.
Styku offers Equipment used to create 3-dimensional full body scans, which digitally capture an individual’s (“Customer”) body, and extracts its measurements, shape, body composition and other insights about the Customer’s body, which together with other information provided by you or the person being scanned (“Customer Data”) can be used for various applications.
Additionally, Styku offers Services that allow you to capture, store and retrieve such Scan Data to/from Styku’s cloud-based servers for easy accessibility. The Services are offered on various platforms including web-application, downloaded software, and mobile application.
Styku and its Equipment and Services, do not provide, and do not replace any medical advice or opinions by your doctor, nor does your use of the Service establish a doctor-patient relationship between you, and Styku. All Customer Information, including reports or other output generated by the Equipment or the Service are provided for informational purposes only, and do not serve as a substitute for the advice of a medical professional or other healthcare provider. Styku disclaims all liability resulting from or related to your use of, or any action or inaction taken based on, the Reports, and the information contained in such Reports, and you acknowledge that you do so at your own risk. If you are experiencing a medical emergency, consult a medical professional or healthcare provider.
By agreeing to these Terms, you represent and warrant to us that you are a) at least 18 years old, or the age of legal majority in your jurisdiction of residence, b) you have not previously been suspended or removed from the Service, and c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Service is revoked where these Terms or use of the Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.
You will be given the ability to create user accounts, which may be required to access the Service (an “Account”). In doing so, you will need to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to create an Account or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You are responsible for: (i) making all arrangements necessary for you to have access to the Service and (ii) ensuring that all persons who access the Service through an Account are aware of these Terms and comply with them.
You are responsible for ensuring that Accounts are kept protected, and any associated usernames and passwords are kept confidential, and you acknowledge and agree that you remain responsible for all actions taken on or through your Accounts. We have the right to disable any Account, user name, password or other identifier, if, in our opinion, you or an End User have violated any provision of these Terms. You agree to use reasonable efforts to prevent any unauthorized use of the Service and to immediately notify us in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You agree to notify us immediately of any unauthorized access to or use of any Accounts or any other breach of security, and to cooperate and assist with any actions taken by us to prevent or terminate such unauthorized use or breach of security.
During the Subscription Term, we will provide access to use the Service as described in this Agreement and the applicable Order. We may provide you access to use our Free Services at any time by activating them in your Styku account. We might provide some or all elements of the Service through third party service providers.
You must ensure that all access, use and receipt by you is subject to and in compliance with this agreement.
You will notify us promptly of any unauthorized use of your account or identifications and passwords by following the instructions at https://www.styku.com/help.
You may subscribe to additional features of the Service by placing an additional Order or by activating the features from within your Styku account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Styku account.
For details of Styku’s Service Uptime Commitment, please see the Product Specific Terms.
The limits that apply to you will be specified in your Order Form and this Agreement. These limits may also be designated only from within the product itself. For further information on the limits that apply to your Subscription, please refer to the Product Specific Terms.
Depending on your Styku product, you may be entitled to downgrade your Subscription. For further information on the downgrade terms that apply to your subscription, please refer to the Product Specific Terms.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your Subscription, please refer to the Product Specific Terms.
For information on the customer support terms that apply to your Subscription, please refer to the Product Specific Terms.
You will comply with our Acceptable Use Policy at https://www.styku.com/acceptable-use (“AUP”)
You will not use the Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.
You may not use the Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Service.
You may not use the Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act ("COPPA"), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).
If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
If you have a legacy Styku product, some of the features and limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms and/or Order(s). If you have legacy Styku products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current version, you must execute a new Order.
The Subscription Fee will remain fixed during the Current Term of your subscription unless (i) you exceed an applicable limit (see the ‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms. Please review the Product Specific Terms for information on Subscription Services that may have different fee structures.
Upon renewal, we may increase your Subscription Fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your Current Term by giving the notice required in the ‘Notice of Non-Renewal’ section below. Please review the Product Specific Terms for information on Subscription Services that have different fee adjustment notice requirements.
If you are paying by credit card or ACH bank transfer, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.
All amounts invoiced are due and payable as of the date of the invoice, unless otherwise specified in the Order Form.
If the Equipment and/or Service is purchased from Styku’s authorized resellers, distributors, sales agents or other channel partner (each a “Styku Distributor”), then the pricing and payment terms will be as agreed upon between you and such Styku Distributor (“Styku Distributor Agreement”).
You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
Changes may be made on your Business Portal page within your Styku account. You authorize Styku to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
You acknowledge and agree that payments that are processed by Stripe, Inc. ("Stripe") are subject to the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement").
You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. You authorize Styku to share your credit card and associated payment information and transaction information related to your use of the payment processing services provided by Stripe.
Any amount not paid when due will be subject to finance charges equal to the lesser of 1.5% of the unpaid balance per month and the highest rate permitted by applicable law, determined and compounded daily from the due date until paid. You agree to reimburse any costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You will have no liability for any taxes based upon our gross revenues or net income. At our request, you will provide us with your tax identification information under which you are registered in your registered state; missing this information may impact our ability to service your account, including issuing refunds or credits for applicable taxes.
If you are located in the European Union, the United Kingdom, or Switzerland, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. If you do not provide us with a country specific tax number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
Your Initial Term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the same duration as your prior term.
Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Styku product you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms.
If you decide not to renew, you may send this non-renewal notice to us by contacting Styku through your Business Portal page.
You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Current Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.
Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on five (5) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of your Current Term.
We may suspend any User’s access to any or all Services without notice for:
(i) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any User Data that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.
If your use of the Service:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the Service or others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
If your paid subscription is terminated or expires, we may continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause.
You will continue to be subject to this Agreement for as long as you have access to a Styku account.
Upon termination or expiration of this Agreement, you will stop all use of the Service. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable.
By using the Equipment or Service, or otherwise providing Styku with Customer Data, you hereby grant Styku a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute such Customer Data, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
You own and retain all rights to your own Customer Data. You grant permission to us and our licensors to use the Customer Data as necessary to provide the Service to you, as permitted by this Agreement, and as permitted by applicable law. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
We will use Customer Data in order to provide the Service to you, as permitted by this Agreement, and as permitted by applicable law.
Certain Equipment and Services use and process Customer Data and upload such Content to Styku controlled servers for the purposes of further processing, and storage and retrieval. By utilizing these features, you represent and warrant that you give the permissions necessary to allow Styku to use, process, store and distribute the Customer Data in accordance with Styku’s Privacy Policy, allowed by the functionality of the Equipment and/or Service, or as contemplated by these Terms.
We may use Customer Data for machine learning to support and develop features and functionality within the Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing privacy@styku.com
For more information on these practices, please see our Privacy Policy.
The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex 2 of our DPA.
We will store your Customer Data in a specific location or geographical region (e.g., North America, Europe, etc.) as part of your subscription subject to the terms of this Agreement.
We may transfer Customer Data (including Personal Data) to the United States in connection with the Service. To the extent we process Personal Data that is subject to the protection of European Data Protection Laws (as defined in the DPA) in the United States, we will process such Personal Data in accordance with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework (collectively, the "Data Privacy Framework") as set out in our DPA. For more information about the Data Privacy Framework, please see our Privacy Policy.
For information regarding the retention and deletion of Customer Data, please see the Styku Obligations’ section of our DPA. You can learn more about your right to retrieve Customer Data from your Styku account in the ‘Retrieval of Customer Data’ sections as specified in our Product Specific Terms.
This is an agreement for access to and use of the Service We retain all intellectual property rights to the Styku Equipment, the Service, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Styku Equipment or the Service, in whole or in part, by any means, except as expressly authorized in writing by us. We encourage all customers to comment on the Service, and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service, without payment or attribution to you.
The Service is owned and operated by Styku. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Styku are protected by intellectual property and other laws. All Materials included in the Service are the property of Styku or its third party licensors. Except as expressly authorized by Styku, you may not make use of the Materials. Styku reserves all rights to the Materials not granted expressly in these Terms.
You will: (i) protect the confidentiality of the Confidential Information of Styku using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of Styku for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of Styku to any third party (except those third party service providers used by us to provide some or all elements of the Service bound by confidentiality obligations), and (iv) limit access to Confidential Information of Styku to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein.
You may disclose Confidential Information of Styku if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) you will provide Styku with prompt notice of any request that it disclose Confidential Information, sufficient to allow Styku to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, you will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) you will refer the request to Styku and will provide reasonable assistance to Styku, at Styku’s cost, in opposing such disclosure or seeking a protective order, unless you are explicitly prohibited from doing so by law or court order; and (iii) in no event will you disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where Styku refuses to provide their consent or fails to respond to your inquiries in connection with the request to disclose the Confidential Information.
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by contacting us at privacy@styku.com
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
(a) unauthorized or illegal use of the Service by you or your Affiliates,
(b) your or your Affiliates' noncompliance with or breach of this Agreement,
(c) your or your Affiliates' use of Third-Party Products, or
(d) the unauthorized use of the Service by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Performance Warranty We warrant that: (i) the Service will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Service; provided however, this warranty will not apply to you if you only use the Free Services.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Service in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICE, OR STYKU CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, THE EQUIPMENT AND THE SOFTWARE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. STYKU DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE EQUIPMENT, THE SOFTWARE, THE SERVICE, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, AND ANY SCANNED INFORMATION OR REPORTS INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. STYKU DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND STYKU DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR STYKU ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING THE SCANNED INFORMATION AND REPORTS WILL CREATE ANY WARRANTY REGARDING ANY OF THE STYKU ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SCANNED INFORMATION AND THE REPORTS AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY THIRD PARTY, INCLUDING CONSUMERS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING YOUR CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. STYKU DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT STYKU IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
We may modify any part or all of the Agreement at any time. The revised version of the Agreement will be posted at https://www.styku.com/terms. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the terms posted at https://www.styku.com/terms will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Relationship of the Parties You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
We will comply with all U.S. state and federal laws (where applicable) in our provision of the Service, and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Service, including any applicable export laws.
You will not directly or indirectly export, re-export, or transfer the Service to prohibited countries or individuals or permit use of the Service by prohibited countries or individuals.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Styku submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
To Styku: Notices will be sent to privacy@styku.com and will be deemed delivered as of the date of actual receipt.
To you: your address as provided in our Styku Subscription account information for you. We may give electronic notices by general notice via the Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
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 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.
This Agreement (including each Order), along with our Privacy Policy and any additional terms in the Product Specific Terms is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written comments made by us regarding future functionality or features of the Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Styku Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
The following sections will survive the expiration or termination of this Agreement: ‘Definitions,’ ‘Fees,’ ‘Prohibited and Unauthorized Use,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Suspension for Prohibited Acts,’ ‘Suspension for Non-Payment,’ ‘Suspension for Present Harm,’ ‘Suspension and Termination of Free Services,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers; Limitations of Liability,’ ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law.’ Additionally, the ‘Retrieval of Customer Data’ sections, and the ‘Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.
In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of (1) an allegation that the Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”), or (2) our breach of our confidentiality obligations or our use of Customer Data in violation of this Agreement (“Confidentiality and Data Misuse Indemnification”).
You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent. We will not have any obligation or liability under this section if the alleged claim is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, (iii) use of the Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Service, and the commercially unique aspects of the Service are not identified in the allegation giving rise to the claim, or (v) user interface or related user design elements not provided by us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Service or provide you with substitute Service that is non-infringing; or (b) obtain a license or permission for you to continue to use the Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your access to the Service (or to a portion of the Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
The Service is offered by Styku LLC, with headquarters at 27554 Upton Terrace, San Pedro, CA 90732-5201. You may contact us by sending correspondence to that address or by emailing us at privacy@styku.com.
Except as expressly provided herein, we are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
