Stylebot Customer Terms of Service
for App Customers
(for users, click on the users tab above)
Last modified: November 7, 2022
Acceptance of the Customer Terms
These Stylebot Customer Terms of Service for App Customers (the “Customer Terms”), together with any documents they expressly incorporate by reference, describe your rights and responsibilities when using the Stylebot tools and platform (the “Services”) and are a binding legal contract between you (“you” or “Customer”) and Stylebot, Inc., a Delaware corporation (“we,” “us” or “our”).
Changes to the Customer Terms
We may revise and update these Customer Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in the “governing law and jurisdiction” section below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted.
Your continued use of the Services following the posting of revised Customer Terms means that you accept and agree to the changes. You are expected to check these Customer Terms each time you access or use the Services so you are aware of any changes, as they are binding on you.
Who is the Customer?
As used herein, “Customer” or “you” is the organization that you represent in agreeing to the Customer Terms. If your access to the Services is being set up by someone who is not formally affiliated with an organization, the “Customer” is the individual being granted access to the Services. For example, if you signed up using a personal email address, you are the Customer.
You must ensure that you have the necessary authority to enter into the Customer terms on behalf of Customer before accessing the Services or agreeing to these Customer Terms.
If you are an individual Customer, you are only eligible to use the Services and agree to these Customer Terms if you are 18 years of age or older and you represent and warrant that you are of legal age to form a binding contract with the us.
If you are a user of the Services that have been ordered by a Customer (defined below), the Stylebot User Terms of Service for App Users (the “User Terms”) govern your access and use of the Services.
Authorized Users Under Customer Accounts
Individuals authorized by Customer to access the Services (each an “Authorized User”) may use the Services, which may involve submitting content or information (generally in the form of questions or queries) to the Services (“Customer Data”). Our treatment of Customer Data is governed by these Customer Terms.
An Authorized User must access the Services through a subscription to the services. A subscription is required for each Authorized User. A subscription may be procured through an order form entered into between Customer and us (each, an “Order Form”). Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Order Form. Unless stated otherwise in an Order form, each Customer will be allowed a certain total number of subscriptions under that Customer’s account. For the avoidance of doubt, we may enter into other kinds of arrangements for ordering the Services, which would be described in an Order Form.
Use of the Services
As a Customer, you shall comply with these Customer Terms and ensure that your Authorized Users comply with these Customer Terms and the User Terms. As the Customer, you are fully responsible for your Authorized Users’ use of the Services. We are not responsible for the content of any Customer Data or the way you or your Authorized Users choose to use the Services submit any Customer Data. You must ensure that all Authorized Users are over 18 years old.
If we believe that there is a violation of these Customer Terms or the User Terms, we reserve the right, in our sole and absolute discretion, to remove your and/or your Authorized User(s) access to the Services.
Your payment obligations for the Services will be described in your Order Form. Payment obligations are non-cancelable and, except as expressly stated in these Customer Terms, fees paid are non-refundable.
Amounts owed are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
Our Provision of the Services
We agree to (i) make the Services available to Customer and its Authorized Users as described in these Customer Terms and any applicable Order Form(s); and (i) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Customer Terms.
For any breach of a warranty in this section, your exclusive remedies are to terminate your agreement to the Customer Terms and your access of the Services.
We agree to use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with reasonable advance notice.
Protection of Customer Data
We agree to use and maintain appropriate administrative, physical, and technical safeguards to protect Customer Data. These safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data. Before sharing Customer Data with any of our third-party service providers, we will ensure that the third-party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access thereto.
For the avoidance of doubt, we do not bear any responsibility for the adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. Security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control is your responsibility.
Further, we do not bear any responsibility for the adequate security, protection and backup of Customer Data when in the possession or control of the providers of Third Party Services (defined below).
Proprietary Rights to Customer Data
Proprietary Rights to the Services and Services Content
We own and will continue to own the Services, including all related intellectual property rights. We may make certain proprietary content owned by us and/or our licensors (eg. style guide content) available through or as part of the Services (“Services Content”). We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Services Content, but solely as necessary to use the Services and in accordance with the Customer Terms and the User Terms.
You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Services Content.
All rights not expressly granted by this license are hereby retained by us on behalf of us, our licensors, and our successors and assigns.
We may allow certain Customers to order a “beta” or “pre-release” version of the Services (each, a “Beta Version”). Beta Versions are made available on an “as is” basis and any representations, warranties or contractual commitments we make for other Services do not apply to Beta Versions.
By their nature, the Services are offered through various third-party services (eg. the chat platform through which you access the Services) (each, a “Third-Party Service”). Separate terms of service, agreements and/or policies between you and each third-Party Service Provide govern your use of Third-Party Services. We exercise no control over Third-Party Services and make no representations or warranties whatsoever regarding the Third-Party Services. We disclaim any liability related to your access or use of Third-Party Services. You agree to indemnify and hold us harmless from all third-party claims resulting from your use of Third-Party Services.
Term and Termination
The term of your subscription will be described in your Order Form. These Customer Terms remain in effect until all subscriptions ordered under these Customer Terms have expired or been terminated or the Customer Terms terminate. Termination of the Customer Terms will terminate all subscriptions and all Order Forms referencing the Customer Terms. Your Order Form may call for your subscriptions to automatically renew.
You or we may terminate these Customer Terms on notice to the other party if the other party materially breaches their obligations hereunder and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. You are responsible for your Authorized Users, including for any breaches caused by your Authorized Users.
We may terminate these Customer Terms immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law or that the Services are being used by Customer or its Authorized Users in a matter that may violate the rights of any third parties or make us liable to any third-parties.
If you terminate these Customer Terms for cause, we will refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.
Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Our company name (Stylebot, Inc.), the term “Stylebot,” the Stylebot logo, and all related names, logos, product and service names, designs and slogans are our trademarks of ours or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans available or displayed through the Services are the trademarks of their respective owners.
You may use the Services for lawful purposes and in accordance with these Customer Terms. You agree not to use the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
- In any way that may violate the rights of any third-parties or expose us to any liability to any third-parties.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the Services Content.
- Use any manual process to monitor or copy any of the Services Content for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Service.
- Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the servers on which the Services are hosted or stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
Reliance on Information Offered Through the Services
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any third-parties.
Changes to the Services and Services Content
We may update or modify the Services and/or features offered through the Services from time-to-time, as long as such updates do not violate any of our obligations contained herein or in an applicable Order Form.
We and/or our licensors may update or modify the Services Content from time-to-time. However, we and/or our licensors are under no obligation to update the Services Content.
Links from the Services
The Service may contain links to third-party websites or resources. These links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Services is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Customer Terms or the Services, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” it will fall within the definition of Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (i) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
The Receiving Party will (i) use at least commercially reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Customer Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those contained herein.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Representations and Warranties
You represent and warrants that you have validly entered into these Customer Terms and that you have the legal power to do so. You further represent and warrants that you are responsible for the conduct of your Authorized Users and their compliance with Customer Terms and the User Terms.
Disclaimer of warranties
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, SERVICES CONTENT AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR THE SERVICES CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICES, THE SERVICES CONTENT USE OF THE FOREGOING WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED OR WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR THE SERVICES CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER YOUR OR OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CUSTOMER TERMS OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless us, our affiliates, licensors and service providers, and each of our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your or your Authorized Users’ violation of these Customer Terms or your use of the Services or the Services Content, including, but not limited to your use of any information obtained from the Services or Services Content.
You acknowledge that money damages might not be a sufficient remedy for any breach or threatened breach of these terms by you or your representatives. Therefore, in addition to all other remedies available at law (which we not waive by the exercise of any rights hereunder), the we shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and you hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
Governing law and jurisdiction
All matters relating to the Services and these Customer Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state of California without giving effect to any choice or conflict of law provision or rule (whether of the state of California or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Customer Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the state of California, in each case located in the county of Los Angeles, although we retain the right to bring any suit, action or proceeding against you for breach of these Customer Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
IF WE EXERCISE OUR OPTION TO ARBITRATE A DISPUTE AS DESCRIBED BELOW, THESE CUSTOMER TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
Notwithstanding anything to the contrary herein, at our sole discretion, we may require you to submit disputes arising from the Services, the Service Content, these Customer Terms and the User Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
If you are an individual consumer and not a commercial entity, you may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Stylebot, Inc., ATTN: Arbitration Opt-Out, 4676 Admiralty Way # 503, Marina Del Rey, CA 90292.
Limitation on time to file claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE CUSTOMER TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and severability
No waiver of by us of any term or condition set out in these Customer Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the us to assert a right or provision under these Customer Terms shall not constitute a waiver of such right or provision.
If any provision of these Customer Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Customer Terms will continue in full force and effect.
The sections titled “Third-Party Services,” “Use of the Services,” “Payment,” “Customer Data” “Proprietary Rights to Customer Data,” “Proprietary Rights to the Services and Services Content” “Term and Termination,” “Representations and Warranties”; “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Confidentiality” and “Survival,” as well as all of the provisions that follow this section, will survive any termination or expiration of the Customer Terms. Additionally, any provision which, by its nature, would be expected to survive the termination of these Customer Terms shall survive the termination of these Customer Terms.
You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers. If you do not want to be used as a reference, you may send us an email to [email protected] stating that you do not wish to be used as a reference.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of Parties; No Third-Party Beneficiaries
The parties hereto are independent contractors. The Customer Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Customer Terms.
Except as otherwise set forth herein, all notices under the Customer Terms will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to us shall be sent to [email protected]. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
No failure or delay by either party in exercising any right under the Customer Terms will constitute a waiver of that right. No waiver under the Customer Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Customer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Customer Terms are held by a court of competent jurisdiction or applicable arbitrator to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Customer Terms will remain in effect.
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Customer Terms in their entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Customer Terms upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Customer Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Your Comments and Concerns
This website is operated by Stylebot, Inc., with an address at 4676 Admiralty Way # 503, Marina Del Rey, CA 90292.
All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].