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Styku Terms of Service

Last Updated: March 8, 2021

 

 

Styku Terms of Service

Last Updated: March 8, 2021

Welcome, and thank you for your interest in Styku, LLC (“Styku,” “we,” or “us”) and our website at www.styku.com, along with our related products, websites, networks, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Styku regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING STYKU’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND STYKU’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY STYKU AND BY YOU TO BE BOUND BY THESE TERMS.

Additional terms may apply to and govern use of embedded software contained in Styku products, or other downloadable or locally-installed software provided for use with Styku products (the “Software”). Your use of the Service may require a subscription to certain Software and acceptance of the end user license agreement applicable to such Software (the “EULA”). The EULA contains important information about your rights and Styku’s liability with respect to such Software. 

  1. Styku Service Overview

    Styku offers 3-dimensional full body scanning solutions, which scans an individual’s (each a “Consumer”) body, and extracts its measurements, shape, body composition and other insights about the scanned Consumer’s body, which together with other information provided by You or the Consumer (“Scanned Information”) can be used for various applications. The Service allows you to store and retrieve such Scanned Information and Reports to Styku’s cloud based servers for easy accessibility.
  2. No Medical Advice

    Styku and its Service, do not provide, and do not replace any medical advice or opinions by your or a Consumer’s doctor, nor does your or a Consumer’s use of the Service establish a doctor-patient relationship between you or a Consumer, and Styku. All Scanned Information, including reports or other output generated by the Software or the Service (“Reports”) are provided for informational purposes only, and do not serve as a substitute for the advice of a medical professional or other healthcare provider. Styku disclaims all liability resulting from or related to your or a Consumer’s use of, or any action or inaction taken based on, the Reports, and the information contained in such Reports, and you acknowledge (and shall require that Consumers acknowledge) that you (or they) do so at your (or their) own risk. If you or a Consumer is experiencing a medical emergency, consult a medical professional or healthcare provider.
  3. Eligibility

    You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. You hereby represent and warrant that each Consumer is at least 18 years of age.
  4. Accessing the Service and Account Security

    4.1 Accounts
    You will be given the ability to create user accounts, which may be required to access the Service (an “Account”). In doing so, you will need to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to create an Account or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You are responsible for: (i) making all arrangements necessary for you to have access to the Service and (ii) ensuring that all persons who access the Service through an Account (each an “ End User”) are aware of these Terms and comply with them.

    4.2 Account Security

    You are responsible for ensuring that Accounts are kept protected, and any associated usernames and passwords are kept confidential, and you acknowledge and agree that you remain responsible for all actions taken on or through your Accounts. We have the right to disable any Account, user name, password or other identifier, if, in our opinion, you or an End User have violated any provision of these Terms. You agree to use reasonable efforts to prevent any unauthorized use of the Service and to immediately notify us in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You agree to notify us immediately of any unauthorized access to or use of any Accounts or any other breach of security, and to cooperate and assist with any actions taken by us to prevent or terminate such unauthorized use or breach of security.

  5. Pricing and Payment

    5.1 For Orders Placed with Styku

    If access to the Service is purchased directly from Styku, then this section sets forth the pricing and payment obligations for access and use of the Services. Certain features of the Service may require you to pay fees, as may be agreed upon between you and Styku in writing from time to time in a written order between you and Styku (“Order”). Unless otherwise agreed upon in an Order, all fees will be due and payable in full within 30 days of receiving Styku’s invoice, and are non-refundable, and all sales are final. Any amount not paid when due will be subject to finance charges equal to the lesser of 1.5% of the unpaid balance per month and the highest rate permitted by applicable law, determined and compounded daily from the due date until paid. You agree to reimburse any costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Unless otherwise agreed in the applicable Order, other than net income taxes imposed on Styku, you will bear all taxes, duties, and other governmental charges (collectively, “Taxes”), and in the event you are required to withhold any amounts pursuant to applicable law, you will pay an additional amount to Styku such that the net amount received by Styku is equal to the amount that Styku would have received absent such withholding. 

    5.2 For Orders Placed with a Styku Distributor

    If access to the Service is purchased from Styku’s authorized resellers, distributors, sales agents or other channel partner (each a “Styku Distributor”), then the pricing and payment terms will be as agreed upon between you and such Styku Distributor (“Styku Distributor Agreement”). 

    5.3 Authorization

    You authorize Styku to charge all sums owed to it for use of or access to all or part of the Service as described in these Terms, including all applicable Taxes, to the payment method specified in your account. If you pay any fees with a credit card, Styku may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

    5.4 Delinquent Accounts

    Styku may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid (whether or not such amounts are due to Styku or to a Styku Distributor) without liability. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

  6. Authorization to use the Service; Restrictions

    6.1 Authorization

    Subject to your complete and ongoing compliance with these Terms, Styku hereby authorizes you, solely for your internal business purposes, and solely in connection with use of Styku products, to access and use the Service, and to authorize End Users to do the same, subject to their complete and ongoing compliance with these Terms.

    6.2 Mobile Application

    Subject to your complete and ongoing compliance with these Terms, Styku hereby grants you, solely for your internal business purposes, a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that you own or control.

    6.3 Restrictions

    Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

    6.4 Feedback

    If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Styku an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

  7. Ownership; Proprietary Rights

    The Service is owned and operated by Styku. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Styku are protected by intellectual property and other laws. All Materials included in the Service are the property of Styku or its third party licensors. Except as expressly authorized by Styku, you may not make use of the Materials. Styku reserves all rights to the Materials not granted expressly in these Terms.

  8. Third Party Terms

    8.1 Third Party Services and Linked Websites

    Styku may provide tools through the Service that enable you to export information, including your Content, to third party services. By using one of these tools, you agree that Styku may transfer that information to the applicable third party service. Third party services are not under Styku’s control, and, to the fullest extent permitted by law, Styku is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Styku’s control, and Styku is not responsible for their content.

    8.2 Third Party Software

    The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

  9. Consumers, Scanned Information and Reports

    9.1 Consumers

    Certain features of the Service allow you to use and process Scanned Information or other information about Consumers to generate Reports (collectively, “Content”), and to upload such Content to Styku controlled servers for the purposes of further processing, and storage and retrieval. By utilizing these features, you represent and warrant that you have the permissions necessary from the applicable Consumer to allow you and Styku to use, process, store and distribute the Content in accordance with Styku’s Privacy Policy, allowed by the functionality of the Service, or as contemplated by these Terms. Additionally, you agree to provide each such Consumer with Styku’s Privacy Policy and to obtain their acknowledgement that they have read and understood its contents prior to providing Styku with any Content.

    9.2 Limited License Grant to Styku

    By uploading or otherwise providing Styku with Content, you hereby grant Styku a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute such Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

    9.3 Representations and Warranties

    Styku disclaims any and all liability in connection with the Content. You are solely responsible for the Content that you upload or otherwise provide to Styku, and for Content that is generated by Styku at your request, and the consequences of doing so via the Service. By doing so, you affirm, represent, and warrant that:

    a.     you have the necessary licenses, rights, consents, and permissions to authorize Styku to use and distribute such Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Styku, the Service, and these Terms;

    b.     such Content, and the use of thereof, as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Styku to violate any law or regulation; and

    c.     such Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

  10. Prohibited Conduct

    BY USING THE SERVICE YOU AGREE NOT TO:

    a.     use the Service for any illegal purpose or in violation of any local, state, national, or international law;

    b.     harass, threaten, demean, embarrass, or otherwise harm any individuals, including, without limitation a Consumer;

    c.     violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

    d.     interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

    e.     interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

    f.     perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

    sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or

    g.     attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

  11. Limited Warranty; Disclaimer

    11.1 Limited Warranty

    Styku warrants to the original purchaser (unless otherwise provided in an Order or a Styku Distributor Agreement) that Styku hardware products that are manufactured by or for Styku (“Hardware Product”) will be free of defects from manufacturing errors or faulty materials for a period of one (1) year from the date Styku first delivers such Hardware Product (the “Warranty Period”). Subject to Section 11.3, if You notify Styku within the Warranty Period that any Hardware Product fails due to manufacturing defects in workmanship or materials, Styku will, upon its confirmation of such defects, as its sole and exclusive liability, and your sole and exclusive remedy, for breach of this limited warranty, repair any defective Hardware Product (or any part thereof), or, at Styku’s election, replace the defective Hardware Product (or any part thereof) free of charge.

    11.2 Service and Repair

    As a condition to the foregoing, in the event you believe that a Hardware Product has breached the warranty in Section 11.1 above, you must contact Styku’s customer service department via the methods described at https://www.styku.com/help within 30 days of discovering such defect and: (a) provide a description of the Hardware Product, the alleged defect, and any other information or documentation as Styku may reasonably request to enable Styku to determine how to service or repair the affected Hardware Product pursuant to this Section 11, and (b) make the affected Hardware Product available for inspection by Styku or its authorized service representative and reasonably assist Styku or its authorized service representative in conducting the inspection.

    In the event Styku determines that the Hardware Product (or any part thereof) needs to be repaired or replaced, you must return the defective parts or Hardware Product, as applicable, within 14 days of Styku’s issuance of a return merchandize authorization. If the defect occurs during the Warranty Period for the affected Hardware Product, then Styku shall pay for all shipping and labor charges associated with the service and repair, or replacement, of the defective parts or Hardware Products. Repair or replacement of any parts or Hardware Products will not extend the Warranty Period.

    Customers outside of the continental United States may have the requirement to return defective parts waived, at Styku's sole discretion.

    11.3 Delinquent Accounts

    Accounts that are not in good standing with Styku, and are delinquent in subscription fees, leasing payments, installment payments or other recurring charges for more than 30 days will be denied service. Once the balance is cleared and good standing is restored, service will be provided.

    11.4 Out of Warranty Defects

    Styku may, at its discretion, offer to repair or replace damaged or failed Hardware Products (or any part thereof) that are discovered after the applicable Warranty Period has passed, or that are otherwise not covered by the limited warranty provided in Section 11.1 or any extended warranty coverage. If Styku agrees to do so, then you will be responsible for payment of all shipping, labor, parts and other costs associated with such service, including the following:

    a.     Diagnosing and Shipping Fee:  Flat fee of $295 for Styku to diagnose or troubleshoot the issue, ship the affected Hardware Product (or part thereof) to Styku or its service location and back to you, and for Styku to attempt to repair the defective Hardware Product (or part thereof). If Styku is unable to repair the defective Hardware Product (or part thereof), Styku will provide you a credit of $95, applicable towards purchases of any replacement part, as set forth below. Shipping within the United States of America is included in this flat fee.  International shipments, duties and taxes are not included.

    b.     Replacement Costs: If Styku determines that a part is unable to be repaired, you may purchase a replacement part from Styku, if available. The price for replacement parts are as follows:

    Turntable / Rotating Platform: $950.00

    Sensor Tower: $950.00

    Computer: $750.00

    Sensor or Turntable Cables: $45.00

    Sensor: $150.00

    11.5 Extended Coverage

    Styku may offer extended Hardware Product warranty coverage for an additional fee as outlined in Sections 12 and 13 below. Please contact Styku for the terms and prices for such coverage.

    11.6 Exclusions

    The limited warranty set forth in this Section 11 does not cover or apply to: (a) damage caused by misuse, mishandling or abuse; (b) use not in accordance with the applicable documentation or Styku’s written instructions, (c) accidental damage, (d) loss or damage due to theft, (c) normal wear and tear (including, without limitation, cables, power and USB ports, turntable lids and tower paint); (d) damage that occurred in transit to the purchaser or you (as applicable), (e) modified or customized Hardware Products.

    11.7 Non-transferability

    The limited warranty and all extended warranties are non-transferable. Styku is not responsible for any warranties or guarantees other than those expressly provided for in this document (including any warranties or guarantees provided in a Styku Distributor Agreement).

    11.8 No Other Warranties

    EXCEPT AS EXPRESSLY PROVIDED IN SECTIONs 11, 12 AND 13, THE SERVICE, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, THE HARDWARE PRODUCTS AND THE SOFTWARE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. STYKU DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE HARDWARE PRODUCTS, THE SOFTWARE, THE SERVICE, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, AND ANY SCANNED INFORMATION OR REPORTS INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. STYKU DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND STYKU DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR STYKU ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING THE SCANNED INFORMATION AND REPORTS WILL CREATE ANY WARRANTY REGARDING ANY OF THE STYKU ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SCANNED INFORMATION AND THE REPORTS AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY THIRD PARTY, INCLUDING CONSUMERS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING YOUR CONTENT.

    THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Styku does not disclaim any warranty or other right that Styku is prohibited from disclaiming under applicable law.

  12. Styku Care

    Styku Care is a warranty extension that covers the hardware components of the Styku scanner, available to customers in the United States, Canada, and Mexico. 

    12.1    Purchase Options

    Styku Care may be purchased by the owner of a Styku scanner for an annual fee, provided the purchase date is less than four (4) years from the date of purchase of Styku Care.  Styku Care may also be available as an add-on, or included with, a Styku Software Subscription, for a recurring monthly fee, at the point of sale of a Styku scanner or Styku Software Subscription. Customers who have purchased a used Styku scanner from another Styku customer, and are purchasing a Styku Software Subscription, may have a one-time option to purchase Styku Care as an add-on with a recurring monthly fee, provided the Styku scanner is still within the one (1) year Limited Warranty Term of the original Styku Scanner purchase.

    12.2    Term Length

    Styku Care extends the Warranty Term for the Styku scanner hardware.  If Styku Care is included in your subscription or sold as an add-on, the Term Length is equal to the Subscription Term of the Styku Software Subscription, for as long as the account is in good standing. For Styku Care purchased at the point of service, or after the point of purchase of the Styku scanner hardware, the Term Length is equal to one (1) year from the time the annual fee is paid, and is automatically renewed annually unless canceled.

    12.3    In-Warranty Service

    Styku Care includes free of charge warranty service, as described in Section 11.3, for all Styku hardware components including the scanning tower, sensor, cables, computer, turntable and travel kit. Service includes free repair or replacement of the damaged parts/products, and free shipping, including any duties, taxes or customs clearance costs of replacement parts, if required.

    12.4    Accidental Damage Coverage

    Styku will replace or repair hardware components damaged accidentally for customers subscribed to Styku Care. All other exclusions to the Limited Warranty as noted in Section 11.5 still apply.

    12.5    Loaner Part Service

    Styku may offer to cross-ship a loaner part, free of cost, if repairs are required, to ensure continued operation of the scanner. (North America only). This service is contingent on a loaner part being available, and is offered at Styku's sole discretion.

  13. Styku Global Care

    Styku Global Care is a warranty extension offered to customers outside of North America. Features include:

    13.1    Purchase Options

    Styku Global Care may be purchased by the owner of a Styku scanner for an annual fee, provided the original purchase date is less than four (4) years from the date of purchase of Styku Global Care.  Styku Global Care may also be available as an add-on, or included with, a Styku Software Subscription, for a recurring monthly fee, at the point of sale of a Styku scanner or Styku Software Subscription.

    Customers who have purchased a used Styku scanner from another Styku customer, and are purchasing a Styku Software Subscription, may have a one-time option to purchase Styku Global Care as an add-on with a recurring monthly fee, provided the Styku scanner is still within the one (1) year Limited Warranty Term of the original Styku Scanner purchase.

    13.2    Term Length

    Styku Global Care extends the Warranty Term for the Styku scanner hardware.  If Styku Global Care is included in your subscription or sold as an add-on, the Term Length is equal to the Subscription Term of the Styku Software Subscription, for as long as the account is in good standing. For Styku Global Care purchased at the point of service, or after the point of purchase of the Styku scanner hardware, the Term Length is equal to one (1) year from the time the annual fee is paid, and is automatically renewed annually unless canceled.

    13.3    In-Warranty Service

    Styku Global Care includes free of charge warranty service, as described in Section 11.3, for all Styku hardware components including the scanning tower, sensor, cables, computer, turntable and travel kit. Service includes free replacement of the damaged parts/products, and free shipping, including any duties, taxes or customs clearance costs of replacement parts.

    Repair Services and Loaner parts are not offered via Styku Global Care.

    13.4    Accidental Damage Coverage

    Styku will replace hardware components damaged accidentally for customers subscribed to Styku Global Care. All other exclusions to the Limited Warranty as noted in Section 11.5 still apply.

  14. Support

    14.1 Customer Service

    Styku makes available a customer service team to provide technical support, as described at https://www.styku.com/help. Styku agrees to use commercially reasonable efforts to help resolve your questions and issues, in accordance with these terms and Styku’s standard practices.

    14.2 Knowledge Base

    You may obtain self-help and access other information about Styku products via Styku’s knowledge base, available at https://www.styku.com/help/search.

  15. Modification of these Terms

    We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Notwithstanding the foregoing, changes to the Terms with respect to any paid portion of the Service shall be effective as of the beginning of the next Subscription Term. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  16. Term, Termination and Modification of the Service

    16.1 Generally

    As applicable to your use of any free feature of the Service: (i) these Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in this section; (ii) if you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate; (iii) Styku may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice; and (iv) you may terminate your account and these Terms at any time by  contacting customer service at info@styku.com.Styku makes available a customer service team to provide technical support, as described at https://www.styku.com/help. Styku agrees to use commercially reasonable efforts to help resolve your questions and issues, in accordance with these terms and Styku’s standard practices.

    16.2 For Subscription and Fee-Based Service

    As applicable to your use of any paid feature of the Service: (i) these Terms are effective for the period indicated on the Order or Styku Distributor Agreement, as applicable (along with any renewal terms, the “Subscription Term”), unless terminated earlier; (ii) unless otherwise agreed in the Order or Styku Distributor Agreement, the Subscription Term shall automatically renew for additional successive one-month terms unless either you or Styku provides notice of its intent not to renew at least 10 days prior to expiration; (iii) either party may terminate these Terms upon notice if the other party fails to cure its material breach of these Terms within 15 days of receiving notice thereof; and (iv) Styku may terminate or suspend access to the Service in accordance with Section 14.4.

    16.3 Effect of Termination

    Upon termination of these Terms: (a) your authorization and any license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Styku any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 2, 5 (with respect to any unpaid amounts), 6.4, 7, 9.2, 14.3, 15, 16 and 17 will survive.

    16.4 Modification of the Service

    Styku reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice or liability to you. We reserve the right to temporarily or permanently withdraw or suspend your access to the Service. Styku will have no liability for termination of your access to or use of the Service. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period.

  17. Indemnity

    To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Styku and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Styku Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right (including those of a Consumer), including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party, including a Consumer. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  18. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE STYKU ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY STYKU ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE STYKU ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO STYKU FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  19. Miscellaneous

    19.1 General Terms

    These Terms, together with the Privacy Policy, all Orders, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Styku regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    19.2 Governing Law

    These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Styku submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

    19.3 Privacy Policy

    Please read the Styku Privacy Policy (available at https://www.styku.com/privacy) carefully for information relating to our collection, use, storage, disclosure of your personal information. The Styku Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

    19.4 Additional Terms

    Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

    19.5 Consent to Electronic Communications

    By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

    19.6 Contact Information

    The Service is offered by Styku LLC, with headquarters at 5642 Jillson St., Los Angeles CA 90040. You may contact us by sending correspondence to that address or by emailing us at info@styku.com.

    19.7 No Other Support

    Except as expressly provided herein, we are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

  20. Notice Regarding Apple

    Section 18 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Styku only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.