STQRY, Inc. ("STQRY," "we," "us," or "our") welcomes you. We invite you to access and use our online services (the "Services"), which are made available to you through a variety of platforms, including https://www.stqry.com (the "Website") and through our mobile app, which is accessible through tablets, cell phones, personal digital assistants, connected televisions, and other devices (the "App"). The Website and the App are collectively referred to as the "Platform."
1. DESCRIPTION AND USE OF SERVICES
Here at STQRY, our passion is enabling Users to explore, engage with, and discover the rich stories behind the things that intrigue them ("Stories"). STQRY was born from a desire to delve deeper into exhibits at various types of Organizations, such as zoos, museums, galleries, and other places about which we personally feel a sense of intrigue. Possessing the technical ability and a burning desire to make the world more accessible, we rose to the challenge and developed a Platform that enables Users to discover and access such Stories and engage with them at an intimate level.
We provide Organizations, Administrators, Visitors, and Users with access to the Services as described below.
Organizations. Organizations are cultural, educational, and entertainment institutions seeking to turbo charge the dissemination of their unique and fascinating Stories. Upon registration, Organizations can: (a) create, access, manage, and update their accounts; (b) create, publish, and manage their Stories through their passionate and knowledgeable Administrators; (c) drive and retain new Users; (d) review and approve User Content (as defined below) to appear on its page of the Platform; and (e) sign up for our other programs and services. As noted above, an Organization's use of the Services is governed by our Customer Agreement.
Administrators. Administrators are employees and/or agents of Organizations who register to use the Services and who access and use the Services on the terms and conditions of this Agreement and the Customer Agreement. Administrators can do all of the things that Organizations can do.
Visitors. Visitors, as the term implies, are people who don't register with us, but want to poke around and see what the Services are all about. No login is required for Visitors. Visitors can: (a) view all publicly-available content; and (b) e-mail us.
Users. Registration and login is required for all Users, who can do all the things that Visitors can do, and: (a) create, access, manage, and update their own personal account; (b) explore Organizations' Stories; (c) order Premium Content (as defined below) and other products and services; (d) post photos, comments, and other content (collectively, "User Content"), which may be subject to the review and pre-approval of the applicable Organization before being uploaded to the Platform; (e) sign up for our various programs; and (f) sign up for alerts and other notifications.
2. COMMUNITY GUIDELINES
STQRY's community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Services, you agree to comply with these community guidelines (the "Community Guidelines") and that:
- You will not use the Services for any unlawful purpose;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not "stalk," threaten, or otherwise harass another person or Organization;
- Users may not spam or use the Services to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme. For the avoidance of doubt, Organizations and Administrators may use the Services for commercial activities, as permitted by the functionalities of the Platform and the modules ordered by the Organization (e.g., the donation module);
- Users must stay on topic (i.e., if an Organization posts a Story about a particular object and permits Users to submit User Content in connection with such object, the User Content must relate to that particular object);
- You will not access or use the Services to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Services;
- You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Platform 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;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- Please let us know about inappropriate content. If you find something that violates our Community Guidelines, let us know, and we'll review it.
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice, and to remove any content that does not adhere to these Community Guidelines.
The Services are available for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
4. PREMIUM CONTENT
Users hereby agree that this Agreement shall at all times be subject to the then-current terms and conditions of the applicable third-party platforms, and to the extent that the terms of this Agreement conflict with the terms of such terms and conditions, such terms and conditions of the third-party platforms shall supersede and be controlling. In such event, the provisions of this Agreement shall be curtailed and limited only to the extent necessary to permit compliance with such terms and conditions.
Any Premium Content ordered by Users is subject to the license set forth in Section 7.
You agree that STQRY may immediately authorize your redit card (or other approved facility) for payment for any charges incurred under your Password (as defined below).
As set forth more fully in Section 6 below, you must keep your Password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement.
If you have a question about any STQRY charge on your credit card statement, please follow the instructions found on the Website to contact customer service.
6. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process for Users and Administrators, we will ask you to create an account, which includes a sign-in name ("Sign-In Name"), a password ("Password"), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future ("Unique Identifiers"). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User or Administrator. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. STQRY will not be liable for any loss or damage caused by any unauthorized use of your account.
7. INTELLECTUAL PROPERTY
The Services contain material, such as Stories, Premium Content, software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of STQRY (collectively referred to as the "Content"). The Content may be owned by us, Organizations, or other third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content (other than your own User Content), and you will not use the Content except as permitted under this Agreement and the functionality of the Platform. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of STQRY ("STQRY Trademarks") used and displayed on the Services are registered and unregistered trademarks or service marks of STQRY. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with the STQRY Trademarks, the "Trademarks"). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of STQRY Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
8. USER CONTENT; LICENSES
As noted above, the Services provide Users the ability to post and upload User Content, which may, in certain circumstances, be subject to the review and approval of the Organization to which the User Content relates. You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT STQRY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, perpetual, royalty-free, freely sublicensable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein via the Platform throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Services, the Platform, and/or STQRY. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to STQRY that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph and that it and its use by STQRY and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
For the avoidance of doubt, any content uploaded or submitted to the Platform by Administrators will be subject to the license set forth in Section 2 of the Customer Agreement.
9. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.
10. NO WARRANTIES; LIMITATION OF LIABILITY
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT OR THE USER CONTENT. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES, THE PLATFORM, THE CONTENT, AND THE USER CONTENT AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, THE SERVICES, THEIR SERVERS, THE CONTENT, OR THE USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PLATFORM, THE SERVICES, THE CONTENT, OR THE USER CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE PLATFORM, THE SERVICES, THE CONTENT, AND THE USER CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, INABILITY TO USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF THE PLATFORM, THE SERVICES, THE CONTENT, OR THE USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
STQRY HAS MADE EVERY EFFORT TO DISPLAY THE PRODUCTS, SERVICES, COLORS, AND IMPRINTS AS ACCURATELY AS POSSIBLE ON THE PLATFORM. HOWEVER, THE FINAL PRODUCTS AND/OR SERVICES DELIVERED MAY VARY FROM THE IMAGES VIEWED ON THE PLATFORM DUE TO A NUMBER OF FACTORS THAT ARE NOT WITHIN OUR CONTROL. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS ISSUES, AND THE AVAILABILITY OF PRODUCTS AND RAW MATERIALS. ALTHOUGH STQRY WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO HELP ENSURE THAT THE PRODUCTS AND SERVICES CONFORM TO YOUR EXPECTATIONS, VARIATIONS SOMETIMES OCCUR. ALL PRODUCTS AND SERVICES, PRICING, SPECIFICATIONS, AND OFFERINGS ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE SERVICES MAY CONTAIN INFORMATION ON THE PRODUCTS AND SERVICES OF PARTICIPATING ORGANIZATIONS, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE SERVICES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SERVICES.
11. EXTERNAL SITES
The Services may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
12. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION
(a) You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Services any User Content that violates our Community Guidelines set forth above.
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use or misuse of the Content, the User Content, the Stories, the Platform, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
13. COMPLIANCE WITH APPLICABLE LAWS
The Platform and the Services are based in the United States. We make no claims concerning whether the Content, the User Content, and/or the Stories may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, the Services, the Content, the User Content, or the Stories from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
14. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
15. DIGITAL MILLENNIUM COPYRIGHT ACT
STQRY respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content, User Content, or Story deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
c/o Lowenstein Sandler, LLP
390 Lytton Avenue
Palo Alto, California 94301
Attention: Matt Kirmayer
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over STQRY, either specific or general, in jurisdictions other than California. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Payment," "Intellectual Property," "User Content; Licenses," "Communications with Us," "No Warranties; Limitation of Liability," "Representations; Warranties; and Indemnification," "Termination of the Agreement," and "Miscellaneous."
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.