Our Terms of Service 

BY ACCEPTING THESE STICKY TERMS OF USE (“TERMS OF USE”) OR USING THE PLATFORM SERVICES OR SIGNING AN ORDER FORM THAT INCORPORATES THESE TERMS OF USE, CLIENT ACKNOWLEDGES AND AGREES, ON BEHALF OF HIMSELF OR HERSELF, AS APPLICABLE, OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF CLIENT’S ENTITY THAT CLIENT HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE WITH STICKY AD, INC. ON BEHALF OF ITSELF AND ITS AFFILIATED COMPANIES (“STICKY"). IF CLIENT DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, CLICK THE "I DO NOT AGREE" 

BUTTON AND DO NOT USE THE PLATFORM SERVICES. THE DATE THAT CLIENT AGREES TO THESE TERMS OF USE, WHETHER ONLINE OR VIA AN ORDER FORM, IS THE "EFFECTIVE DATE." CLIENT REPRESENTS, ACKNOWLEDGES AND AGREES THAT CLIENT IS AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN CLIENT’S JURISDICTION.

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION, A LIMITATION ON BRINGING CLASS ACTIONS AND A TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT CLIENT’S RIGHTS. PLEASE READ THESE TERMS OF USE CAREFULLY.  

 

1. Definitions; License Grant & Restrictions

1.1 Definitions

As used in these Terms of Use and in any Order Form(s) associated herewith: 

“Client Customers” means, if Client is a marketing agency or similar service, the companies for whom Client uses the Platform Service(s);"Client Data" means any images, data, information or material that Client or Client’s Users, submit to Sticky or the Platform Service(s) in the course of using the Platform Service(s); 

"Content" means the information, documents, reports, software, products and services contained in or made available via the Platform Service(s), other than Client Data; “Crowd” means the group of individual data subjects with whom Sticky has a relationship and that that agree ti participate in the applicable Experiment(s).

“Credits” means prepaid credit amounts that are available to apply to use of the Platform Services to upload Client Data and conduct Experiments for the selected Crowds.

“Experiment(s)” means surveys that Client may conduct through the Platform Service(s) and that display the Client Data; "Initial Term" means the initial subscription period commencing on the Order Effective Date as specified in the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Order Effective Date" means the date identified in an Order Form as the date on which such Order Form shall be effective; "Order Form(s)" means the signed order form or online ordering document agreed to by Client evidencing the initial subscription order for the Platform Service(s) and any subsequent Order Form(s), specifying, among other things, the Order Effective Date, the initial subscription period and Credits as agreed to between the parties, each such Order Form  to be incorporated into and to become a part of these Terms of Use (if there is any any conflict between the terms of these Terms of Use and the terms of any such Order Form, the terms of these Terms of Use shall prevail);  "Platform Service(s)" means Sticky's hosted visual engagement and data analytics platform known as “Sticky,” as described by Sticky on www.sticky.ai developed, operated, and maintained by Sticky or its third party hosting provider and accessible via a designated web "Renewal Term" means each subsequent period equal in length to the Initial Term; "Sticky Technology" means all of Sticky's proprietary technology used by Sticky to provide the Platform Service(s); and"User(s)" means Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Platform Service(s) and have been supplied user identifications and passwords by Client (or by Sticky at Client’s request).

1.2 License.  Subject to the terms and conditions of these Terms of Use, including, without limitation, payment of all applicable fees for based on the metrics set forth on an Order Form, Sticky hereby grants Client a non-exclusive, non-transferable, non-assignable worldwide right to access and use the Platform Service(s) provided hereunder solely to conduct Experiment(s) for Client’s own internal business purposes. All rights not expressly granted to Client are reserved by Sticky and its licensors.  Sticky reserves the right to make changes, modifications and enhancements to the Platform Service(s) from time to time.

1.3 Client Customers.  Notwithstanding the terms of Sections 1.2 or 2 below, if Client is a marketing advertising agency or other service provider, then Client may download, copy, license, sell and distribute tangible copies of reports that include aggregated data generated through Client’s use of the Platform Service(s) to Client Customers, on the condition that Client disclaims all warranties and liabilities on behalf of Sticky or Client’s licensors.

 

2. Limitations on Use

Except as otherwise expressly permitted hereunder, Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform Service(s) or the Content in any way; (ii) modify or make derivative works based upon the Platform Service(s) or the Content; (iii) create Internet "links" to the Platform Service(s) or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Platform Service(s) in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Platform Service(s), or (c) copy any ideas, features, functions or graphics of the Platform Service(s).  Additionally, Client shall not use the Platform  Service(s) to: (i) upload or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or Intellectual Property Rights; (ii) upload or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Platform Service(s) or the data contained therein; or (iv) attempt to gain unauthorized access to the Platform Service(s) or its related systems or networks or to any Client Data belonging to another customer or to experiments that are not displayed in, or intended for, Client’s account.  Client acknowledges and agrees that any reports generated through the Platform Service(s) will only include aggregated data of the Crowd that does not personally identify any individual. 

 

3. Order Process

Each Order Form shall become incorporated herein by reference.  If Client’s business practices require that a purchase order number be issued prior to payment of any Sticky invoices issued, then such purchase order number must be recorded within the Order Form.  

Client’s execution and return of an Order Form to Sticky without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of invoices hereunder.  Additionally, terms, provisions or conditions on any purchase order, acknowledgement, or other business form or writing that Client may use in connection with the provision of Platform Service(s) by Sticky are hereby rejected and will have no effect on the rights, duties or obligations of the parties hereunder, regardless of any failure of Sticky to object to such terms, provisions or conditions.  

 

4. Client Data.  

Sticky does not own any Client Data. Client, not Sticky, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Client Data. Sticky reserves the right to monitor Client Data but is under no obligation to do so. Sticky shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.  Client hereby grants Sticky a perpetual, non-exclusive, royalty-free license to use the Client Data: (a) as necessary to provide the Platform Service(s) to Client under these Terms of Use;  (b) for statistical, analytical and other aggregate non-personally identifiable use alone and/or together with other data; and (c) as necessary to monitor and improve the Platform Service(s).   Without limiting the foregoing, Sticky may provide statistical information related to the usage of the Platform Service(s), such as usage or traffic patterns or results obtained through the Platform Service(s), in aggregate form to third parties, but such information will not include identifiable information of Client or personally identifying information of Client’s Users or Client Customers. Client is responsible for properly uploading the Client Data to the Platform Service(s) or otherwise providing Sticky with access to the Client Data to enable Sticky to provide the Platform Service(s).

 

5. Intellectual Property Ownership

Sticky alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Sticky Technology, the Content and the Platform Service(s) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Platform Service(s). These Terms of Use do not convey to Client any rights of ownership in or related to the Platform Service(s), the Sticky Technology or the Intellectual Property Rights owned by Sticky. The Sticky name, the Sticky logo, and the product names associated with the Platform Service(s) are trademarks of Sticky or third parties, and no right or license is granted to use them.

 

6. Client’s Responsibilities and Mutual Indemnities

6.1 Client Responsibilities.  Client is responsible for all activity occurring under Client’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client’s use of the Platform Service(s) and the Client Data, including those related to data privacy, international communications and the transmission of technical or personal data. 

Client shall: (i) notify Sticky immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Platform Service(s); (ii) report to Sticky immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Client or Client’s Users; and (iii) not impersonate another Sticky user or provide false identity information to gain access to or use the Platform Service(s).  Client agrees that Client will comply with all applicable laws and regulations in connection with Client’s use of the Platform Service(s), including but not limited to, all applicable privacy and export control laws and regulations. 

6.2 Client Indemnity.  Client shall indemnify and hold Sticky, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) to the extent arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party; (ii) a claim, which if true, would constitute a violation by Client of Client’s obligations, representations and warranties under these Terms of Use; (iii) a claim arising from the breach by Client or Client’s Users of these Terms of Use; or (iv) any claim arising out of Client’s license, sale and/or distribution of tangible copies of reports generated through Client’s use of the Platform Service(s) to third parties, provided in any such case that Sticky (a) promptly gives notice of the claim to Client; (b) gives Client sole control of the defense and settlement of the claim (provided that Client may not settle such claim unless such settlement unconditionally releases Sticky of all liability and does not adversely affect Sticky's business or Platform Service(s)); (c) provides to Client all available information and reasonable assistance; and 

(d) has not compromised or settled such third-party claim.

6.3 Sticky Indemnity.  Sticky shall indemnify and hold Client, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) to the extent arising out of or in connection with  a third party claim alleging that the Sticky Technology infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party, provided in any such case that Client (a) promptly gives notice of the claim to Sticky; (b) gives Sticky sole control of the defense and settlement of the claim (provided that Sticky may not settle such claim unless such settlement unconditionally releases Client of all liability and does not adversely affect Client's business); (c) provides to Sticky all available information and reasonable assistance; and (d) has not compromised or settled such third-party claim.  If the Sticky Technology becomes, or in Sticky’s opinion is likely to become, the subject of an infringement claim, Sticky may, at its option and expense, either (a) procure for Client the right to continue using the Sticky Technology, (b) replace or modify the Sticky Technology so that it becomes non-infringing, or (c) accept termination of the licenses granted hereunder and give Client a refund for the fees paid by Client less a reasonable allowance for the period of time Client has used the Sticky Technology.  Notwithstanding the foregoing, Sticky will have no obligation under this Section 6.3 or otherwise with respect to any infringement claim based upon (i) any use of the Sticky

Technology not in accordance with these Terms of Use or for purposes not intended by Sticky, (ii) the Client Data or any use of the Sticky Technology in combination with other products, equipment, software, or data not supplied by Sticky, (iii) any use of any release of the Sticky Technology other than the most current release made available to Client, or (iv) any modification of the Sticky Technology by any person other than Sticky or its authorized agents or subcontractors.  THIS SECTION 6.3 STATES STICKY’S ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

 

7. Charges and Payment of Fees

7.1 Charges and Credits. Client will pay Sticky all fees and charges as set forth in the Order Form.  Sticky’s current pricing policies and fees are set forth in an Order Form with Sticky or on the Sticky pricing page available at [INSERT URL]. Client may cancel orders for Platform Service(s) effective at the end of the current Initial Term or Renewal Term as set forth in Section 12.1.  Client will not receive any refunds for fees paid except as set forth in Section 6.3.  Purchased Credits for Experiments must be used and redeemed during the Initial Term or they will rollover to be used during the first thirty (30) days of the subsequent Renewal Term. If Credits are not used during the Initial Term or within the first thirty (30) days of the subsequent Renewal Term, Client will be deemed to waive rights to use and redeem such Credits.  Credits will be redeemed in the order in which they were purchased (i.e. on a first in, first out basis where the first Credits purchased will be the first Credits redeemed).

7.2 Changes and Taxes.  Sticky reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to Client, effective upon the next Renewal Term in accordance with Section 12, below.  If Client does not cancel as described in 9 below, such changes shall become effective at the commencement of the Renewal Term.  Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder.  If Sticky is required to collect any Taxes from Client, such Taxes will be added to the charges on Client’s credit card or added to Client’s invoice, as applicable.

7.3 Payments and Billing Information.  Client authorizes Sticky to charge Client’s credit card for all Platform Service(s) set forth in the Order Form. Client consents to receiving electronic communications from Sticky. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Platform Service(s). 

These electronic communications are part of Client’s relationship with Sticky and Client receives them as part of Client’s purchase of the Platform Service(s). Client agrees that any notices, agreements, disclosures or other communications that Sticky sends Client electronically will satisfy any legal communication requirements, including that such communications be in writing.  Client agrees to provide Sticky with accurate billing and contact information, including Client’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Client agrees to update this information within thirty (30) days of any change to it. If the contact information Client has provided is false or fraudulent, Sticky reserves the right to terminate Client’s access to the

Platform Service(s) in addition to any other legal remedies.

 

8. Confidentiality

8.1 Confidential Information.  “Confidential Information” means any non public information that relates to the actual or anticipated business, research, or development of Client or Sticky and any proprietary information, trade secrets, and know how of Client or Sticky that are disclosed to either party or its agents, directly or indirectly, in writing, orally, or by inspection or observation of tangible items.  

Confidential Information includes information that is defined as “Confidential Information” under any Order Form between the parties.  Confidential Information also includes the confidential information of third parties that has been provided to Client or Sticky.  Each party’s Confidential Information is the sole property of that party. 

8.2 Exceptions.  Confidential Information does not include any information that either party can demonstrate: (a) was publicly known and made generally available in the public domain before the other party  disclosed the information, (b) became publicly known and made generally available, after disclosure by either party, through no wrongful action or inaction of either party or others who were under confidentiality obligations, (c) was in either party’s possession, without confidentiality restrictions, at the time of disclosure by either party, as shown by that party’s files and records, or (d) was independently developed without use of or reference to the Confidential Information. 

8.3 Nondisclosure and Nonuse.  Each party will not, during and after the term of these Terms of Use disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than the performance of its obligations hereunder.  Each party will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information including, but not limited to, requiring each employee and independent contractor with access to Confidential Information to execute a nondisclosure agreement containing terms that are substantially similar to the terms contained in these Terms of Use.

 

9. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms of Use. Sticky further represents and warrants that Sticky will perform the Platform Service(s) in a professional manner and substantially in accordance with the online Sticky help documentation under normal use and circumstances.  In the event of a breach of this warranty, Client’s sole remedy and Sticky’s sole obligation will be for Sticky to make reasonable commercial efforts to correct the non-conformity or, if Sticky is unable to correct the non-conformity, Sticky may allow Client to terminate the applicable Order Form.  Client represents and warrants that Client has the rights to upload and use the Client Data, that the Client Data does not infringe the Intellectual Property Rights of any third party 

and Client has not falsely identified itself nor provided any false information to gain access to the Platform Service(s) and that Client’sbilling information is correct.  

 

10. Disclaimer of Warranties

EXCEPT AS PROVIDED IN SECTION 9, STICKY AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM SERVICE(S) OR ANY CONTENT. STICKY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PLATFORM SERVICE(S) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PLATFORM SERVICE(S) WILL MEET REQUIREMENTS OR EXPECTATIONS, OR (C) THE PLATFORM SERVICE(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY STICKY AND ITS LICENSORS.  CLIENT IS RESPONSIBLE FOR BACKING UP ITS OWN CLIENT DATA. STICKY'S PLATFORM SERVICE(S) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STICKY IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

11. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM SERVICE(S), OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE 

PLATFORM SERVICE(S), ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL STICKY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OF USE EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

 

12. Term, Renewal and Termination

12.1 Term and Renewal.  The Initial Term of these Terms of Use shall begin on the Order Effective Date and continue for the Initial Term as set forth in each Order Form. The Initial Term of each Order Form  will automatically renew for Renewal Terms unless a party notifies the other party in writing of its intent not to renew at least thirty (30) days in advance of the end of the Initial Term or subsequent

Renewal Terms.  Either party may terminate these Terms of Use on written notice to the other party if there is no Order Form in effect.12.2 Termination for Cause.  Either party may terminate these Terms of Use (and any Order Form(s) then in effect) if the other party breaches any material term of these Terms of Use which, in the case of Client, will include any breach of Client’s payment obligations or unauthorized use by Client of the Sticky Technology or Platform Service(s), if the other party fails to cure such breach within ten (10) business days after notice of such breach.

12.3 Survival.  Termination or expiration of these Terms of Use shall not relieve either party of obligations that by their nature or term survive termination or expiration; such as, by way of example and without limitation, the obligation to make all payments that have or will become due under these Terms of Use, Sections 1.1 (Definitions), 2 (Limitations on Use), 4 (Client Data), 5 (Intellectual Property Ownership), 6 (Client’s Responsibilities and Mutual Indemnities), 8 (Confidentiality), 9 (Representations & Warranties), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12.3 (Survival), 12.4 (Effect of Termination),  (Intellectual Property Ownership), 9.3 (Survival), 9.4 (Effect of Termination), 15 (Dispute Resolution and Binding Arbitration Provision) and 16 (General).  

12.4 Effect of Termination.  Upon termination or expiration of these Terms of Use: each of the parties shall deliver or destroy all Confidential Information of the other party which is in its possession, care or control and Client will no longer have access to the Platform Service(s). Client agrees and acknowledges that Sticky is not obligated to retain Client Data for longer than thirty (30) days after termination and if Client requests Client Data within such thirty (30) day period, subject to Client’s payment of the applicable fees, Sticky will provide Client with the Client Data.  Thereafter, Sticky has no obligation to retain Client Data, and may delete Client Data from the Sticky Platform Service(s).

In addition to any other rights granted to Sticky herein, Sticky reserves the right to suspend these Terms of Use and Client’s access to the Platform Service(s) if: (i) Sticky determines in its sole discretion that Client is in violation of the terms of Section 4 or (ii) Client’s account becomes delinquent and is uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses involved in the debt’scollection.  Client will continue to be charged for fees during any period of Platform Service(s) suspension. If Sticky initiates termination of these Terms of Use for cause, as further described in Section 12, Client will be obligated to pay the balance due on any Order Form(s) (s) then in effect computed in accordance with Section 12 above, provided, however, that any such Order Form shall expire at the end of the 

Initial Term or then-current Renewal Term. Client grants Sticky the right to use Client’s name, mark and logo on Sticky’s website, in Sticky marketing materials, and to identify Client as a Sticky Client.  

 

15. Dispute Resolution and Binding Arbitration Provision

Definitions.  As used in this Dispute Resolution and Binding Arbitration Provision (“Arbitration Provision”), the terms “Sticky,” “we,” “us,” and “our” refer to Sticky Inc., including its subsidiaries and agents; The word “Claims” means all claims, disputes, or controversies between Client and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Platform Service(s). 

This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision. Informal Efforts to Resolve Dispute.  If a dispute arises between Client and Sticky, Client should first attempt to resolve it by contacting our Customer Service Center at 917-523-0007 or by sending the details of Client’s complaint, including Client’s contact information for a response, to the address or email address listed below.  We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.

Agreement to Arbitrate; Right to Opt Out.  If informal efforts to resolve Claims fail or are not used, Client agrees that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) Client may assert Claims in a small claims court in the United States if Client’s Claims meet the court’s jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.  

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO CLIENT ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD.  ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE 

ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED.IF CLIENT DOES NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, CLIENT MUST NOTIFY STICKY IN WRITING WITHIN 30 DAYS FROM THE DATE THAT CLIENT FIRST ACCEPTS OR HAS ACCESS TO THESE TERMS OF USE BY MAILING OR EMAILING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. CLIENT’S WRITTEN NOTIFICATION MUST INCLUDE CLIENT’S NAME, ADDRESS, THE EMAIL ADDRESS CLIENT USED TO REGISTER WITH STICKY, AND A CLEAR STATEMENT THAT CLIENT DOES NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. 

CLIENT’S DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON CLIENT’S RELATIONSHIP WITH US OR THE DELIVERY OF PLATFORM SERVICE(S) TO CLIENT BY US. IF CLIENT HAS PREVIOUSLY NOTIFIED US OF CLIENT’S DECISION TO OPT OUT OF ARBITRATION, CLIENT DOES NOT NEED TO DO SO AGAIN.

Arbitration Fees.  The allocation and payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association (“AAA”) rules which limit the amount a consumer is required to pay.  If the arbitrator determines that Client’s Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, we agree to reimburse Client the amount of all filing, administration and arbitrator fees Client is required to pay for the arbitration.  

Arbitration Rules.  The arbitration will be conducted by the “AAA” under its rules if Client is a resident of the United States; if Client’s use of the Platform Service(s) has been principally for personal or household use, the AAA’s Supplementary Procedures for Consumer-Related Disputes will also apply.  If Client is a resident of a country other than the United States, the arbitration will be conducted by the AAA's International Centre for Dispute Resolution with venue in San Francisco, California, USA, under its rules for international arbitration.  The Parties agree to submit to the personal jurisdiction of the U.S. federal court for the Northern District of California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.

The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If the parties can't agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA's rules are available at www.adr.org, or by calling 1-800-778-7879 from inside the United States or +1-212-484-4181 from outside the United States.

Initiating Arbitration.  To begin an arbitration proceeding, Client must follow the procedures specified by the applicable JAMS rules as described on their website at www.adr.org .

Time Restriction.  CLIENT MUST FILE A COMPLAINT WITH AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR CLIENT WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.

Arbitration Process.  Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed.  Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator.  

The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient The arbitration can only decide Claim(s) between Client and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.

In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act. 

Enhanced Recovery.  If the arbitrator rules in Client’s favor on the merits of any Claim brought against us and issues a damages award in Client’s favor that is greater in monetary value than our last written settlement offer made before written submissions are made to the arbitrator, then when the judgment is final we will pay Client the damage award judgment plus fifty percent (150%) up to US$1,000 over and above the damages award, plus Client’s reasonable attorneys’ fees for the arbitration proceeding. 

Confidentiality.  Client and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to Client’s or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.

Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of Client’s access to or use of any Platform Service(s) and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.

Sticky Customer Service Center Address: 

ATTN: LEGAL/ARBITRATION

600 California Street, 15th Floor

San Francisco, CA 94108

All notices permitted or required under these Terms of Use shall be in writing and shall be delivered by personal delivery, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) calendar days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission.  These Terms of Use shall be governed by the laws of California, USA without regard to conflict of laws principles.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use.  If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of these Terms of Use shall not be affected thereby.  The failure of either party to enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.  Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.  These Terms of Use may not beassigned, sublicensed or otherwise transferred by either party without the other party's prior written consent except that either party may assign these Terms of Use without the other party's consent to any entity that acquires all or substantially all of such party’s business or assets, whether by merger, sale of assets, or otherwise, provided that such entity assumes and agrees in writing to be bound by all of such party’s obligations under these Terms of Use.  Additionally, Sticky may assign these Terms of Use to any affiliated entity within its corporate family.  In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with these Terms of Use, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys’ fees, expert witness fees, consultant fees, and related costs and expenses.  These Terms of Use, together with the Order Form, constitutes the parties’ entire understanding regarding the Platform Service(s) and supersedes any and all other prior or contemporaneous agreements, whether written or oral.  If Client has any questions about these Terms of Use, please contact Sticky at:  support@sticky.ai.