Talent Terms of Service
This Terms of Service Agreement (“Terms”) governs your use as a talent user of the Stari marketplace platform offered by Three Ducks, Inc. (“we”, “us”, or “Stari”), including our website (stari.io), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.
PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.
1. Participation in the STARI Marketplace
a. Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
i. Talent User age 16 or older: Talent Users who are at least 16 years old may register directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Stari Parties (defined below) for any failure to do so.
ii. Parent or Legal Guardian of Talent User, under age 16: Talent Users who are under 16 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Stari Parties for any failure to do so.
iii. Entity: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Entity”) may register a Talent User (“Affiliated Talent”). By registering, the Entity represents and warrants for itself and each Affiliated Talent that: (A) Entity is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Entity nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Entity or any Affiliated Talent, or any other applicable jurisdiction; and (C) Entity is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the Stari Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact firstname.lastname@example.org.
b. Promotional Materials: At no cost to Stari, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 to :30 in length to let your fans know that they can request your video message on our Site. Please note that you will not be able to receive requests from Users until we receive your profile picture, bio and promotional video. From time to time we may request additional Promotional Materials from you for Stari’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for Stari’s use will also be Promotional Materials under these Terms.
2. STARI Videos
From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “STARI Video”) from you through our Site.
a. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to fourteen days (at Stari’s sole discretion) to complete and upload the STARI Video. If you do not either: (i) accept the request and upload the STARI Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a STARI Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one STARI Video.
b. STARI retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled STARI Video request.
c. Each STARI Video will be approximately :30 to :60 in duration and will follow the general directions and requests of the User (for example, personal questions, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any STARI Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each STARI Video, unless otherwise requested by the User; and (ii) you will not state in the STARI Video that the STARI Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a STARI Video that does not follow the general directions and requests of the User and result in the User’s dissatisfaction, we will discuss with you an appropriate adjustment of the payment made to you.
3. Fees and Payment
a. Booking Fee: You set your own price for each STARI Video (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to (but not less than) the price you set (e.g., a Booking Fee of US$5.00 will be adjusted to US$5.99 in the App for iOS). In addition, the Booking Fee for each STARI Video must be at least US$20.00 (unless it is either US$0.00 or as otherwise agreed in writing by Stari).
b. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the amount actually received by Stari after subtracting any payment to or deduction by the application platform and/or payment processing services from the Booking Fee (“Net Booking Fee”) for each STARI Video or other Stari product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site (e.g., Apple deducts a commission from the Booking Fee).
c. Translation Fees: Stari may provide translation services to Users related to STARI Videos for a separate fee. You agree and acknowledge that you are not entitled to any portion of such translation fees.
d. Fees and Payment Representations and Warranties: You represent and warrant that: (i) STARI Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from Stari to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any STARI Video, payment from us to you, or our Site; (ii) Stari is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) Stari is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
e. Payment: You agree to register with the third party payment provider selected by Stari, which Stari may change in its sole discretion. You may not use a payment provider other than the one selected by Stari. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from Stari will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Stari will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. Subject to the payment provider’s terms, payment will be made on the last day of each month. You acknowledge and agree that Stari does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform and/or payment processing services (as set forth in Section 3.b). Unless otherwise agreed by Stari in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if Stari, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
f. Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.
4. Talent Content
a. License Grant to Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your STARI Videos and Promotional Materials (collectively, “Content”). When you upload, submit, store, send, transmit approve, or receive Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable, perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Content works better with our Site or otherwise), and to use your Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Content may, in Stari’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Content. You further acknowledge and agree that Stari has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Stari as a result of any such advertising).
b. License Grant to Users:
i. For each STARI Video, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the STARI Video, in each case, solely for non-commercial purposes, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
c. Right to Remove STARI Videos: You acknowledge and agree that we cannot restrict the use of your STARI Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a STARI Video from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Content, you hereby authorize Stari to act as your agent in order to submit any DMCA notice or other demand with respect to your STARI Videos.
d. Licenses: Please note that the licenses granted in this Section 4 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section 3. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms. Finally, the licenses granted in this Section 4 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
e. Talent Content Representations and Warranties: You represent and warrant that:
i. you own all rights in and to your Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
ii. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
iii. your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
iv. your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
v. you will not post or make publicly available any STARI Video that the User has requested not be posted to your booking page;
vi. you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site; and
vii. you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms.
f. Relationship: You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence by us, Users, or third parties, and we will not be liable or responsible for any use or disclosure of any Content.
g. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your STARI Videos on our Site and that we not make any new public use of them. As noted in Section 4.c, we have no obligation as to any use of your STARI Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).
a. Other than Content, we or our licensors own the Site and its content unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.
b. You may not duplicate, copy, or reuse any portion of our content or use any trademarks or logos without our prior express written consent.
a. Age: You must be at least 16 years old to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
b. Eligibility Representations and Warranties: You represent and warrant that:
i. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
ii. you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
iii. if you include an animal in any STARI Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;
iv. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
v. you are not a convicted sex offender.
c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Stari are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Stari products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
7. Copyright and Intellectual Property Policy
a. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
i. your address, telephone number, and email address;
ii. a description of the work that you claim is being infringed;
iii. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
iv. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
v. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
c/o Legal Department
47 East 30th Street Suite 4
New York, NY 10016
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
b. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.
8. Business Relationship with Stari
a. You and Stari agree and declare you and Stari are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Stari, and will not represent yourself as such.
b. You represent and warrant that as between Stari and you, you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
9. Third Party Content and Interactions
Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Stari, including STARI Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Stari may, in its sole discretion, intercede and you will reasonably cooperate with Stari if it does so. You acknowledge and agree that Stari will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each Stari Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
11. Termination and Reservation of Rights
You may cancel your Site account at any time by contacting a member of the Stari team at email@example.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.
12. Disclaimers and Limitations on our Liability
a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Stari Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
b. In particular, the Stari Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Stari Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a STARI Video, will create any warranty not expressly made by us.
d. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Stari Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Stari has been advised of the possibility of such damages.
e. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Stari from you during the 12 months preceding the claim giving rise to such liability.
f. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
g. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Stari and you.
You agree to indemnify, defend, and hold harmless Stari and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “Stari Party, “ and collectively, “Stari Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; or (i) Feedback. Stari may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
14. Arbitration Agreement and Waiver of Certain Rights
a. Arbitration: You and Stari agree to resolve any disputes between you and Stari through binding and final arbitration instead of through court proceedings. You and Stari each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Stari relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
b. Costs and Fees: In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
c. Right to Injunctive Relief: You and Stari each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
d. No Class Representative or Private Attorney General: Each of you and Stari agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Stari). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
e. Severability/No Waiver/Survival: If any provision of this Section 12 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 14 will continue in full force and effect. No waiver of any provision of this Section 14 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 14 will survive the termination of your relationship with Stari.
f. 20-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 20 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Stari, c/o Legal Department, 47 East 30 th Street Suite 4, New York, NY 10016. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
g. LIMITATIONS: This Section 14 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Stari would have in court may not be available in arbitration.
15. Other Provisions
a. Force Majeure: Under no circumstances will any Stari Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Stari Party.
b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in New York, New York. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
d. No Waiver or Amendment: The failure by Stari to enforce any right or provision of these Terms will not prevent Stari from enforcing such right or provision in the future and will not be deemed to modify these Terms.
e. Assignment: Stari may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
f. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
16. Changes to these Terms
We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.
This document was last updated on April 21st, 2020.