Last Updated: 6 November 2024
These Platform Terms (“Platform Terms”) are provided by StreamYard, Inc. (“StreamYard”, “We”, “Us” or “Our”). We provide certain products, platform technologies, and services for our customers to create audio-visual content and make such content available to other user devices, including online studio services and its associated services, software applications, information, networks, distribution channels, components, APIs, and documentation ("Services”).
Individuals and entities who use the Services fall under one of the following five categories:
- “Host” which is defined as any individual or legal entity who uses the Services to create, stream, broadcast, or otherwise make available audio-visual content (each such content, “Stream”).
- “Team Member” which is defined as any individual or legal entity that is affiliated with the Host and that uses or accesses the Services through the Host’s account. Team Members include, without limitation, Host’s Admins, Stream managers, agencies, employees, consultants, or contractors.
- “Guest” which is defined as an individual who has been invited to attend and contribute to a Stream.
- “Viewer” which is defined as an individual who attends a Stream.
- “Website Visitor” which is defined as an individual who has not created an account to access or use the Services.
If you are not a Host or a Team Member, please see the User Terms of Service. These Platform Terms do not apply to you.
If you are a Host, these Platform Terms apply to you (“You”), and these Platform Terms, the Community Guidelines, and any Sales Order (if applicable), including exhibits and additional terms incorporated there by reference (collectively, “Agreement”), form a legally binding contract between You and Us. Hosts are responsible for ensuring their Team Members’ compliance with this Agreement, as applicable. Any conflicting terms will be resolved in the following order: the Sales Order (if applicable), then the Community Guidelines, and then these Platform Terms.
By (1) taking an action indicating acceptance of this Agreement, or (2) using the Services, You agree to be bound by this Agreement.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER, WHICH MEANS YOU AND STREAMYARD AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL (SEE SECTION 14 (DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION). YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN 30 DAYS OF FIRST ACCEPTING THESE PLATFORM TERMS; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION 14 (DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION) BELOW.
Where other language versions of these Platform Terms exist, the English version will control.
Definitions
“Account” means a unique Host account created by You to access and use the Services, including associated licensed seat numbers for Admins as specified in the Subscription Plan and, if applicable, in the Sales Order.
“Add-Ons” means additional features or functionality in connection with the Services, such as additional Admin Seats and premium support, that You elect to purchase or enable, but that are not included in your Subscription Plan.
“Add-On Fees” means the fees payable for any applicable Add-Ons.
“Admin” means You and any other person who You authorize to access and use your Account in accordance with this Agreement for the purpose of creating and managing Streams and its recordings within a Workspace.
“Admin Seat” means a licensed seat required for each Admin to access the Platform under your Subscription Plan and Account. Such licensed seats may have different levels of access and features.
“Affiliate” means, regarding a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with, such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Consumer” means an individual who is deemed a “consumer” under applicable consumer Law and who uses the Services for personal, family, or household purposes, and not for resale or commercial purposes.
“Data Protection Legislation” means all applicable data protection and privacy Laws in force from time to time including: (i) the European Union General Data Protection Regulation ((EU) 2016/679) (“EU GDPR”); (ii) the EU GDPR as it forms part of the Law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (see section 205(4)) (“UK GDPR”); (iii) the European Union Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and (iv) any and all applicable national data protection Laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
“Documentation” means any documentation related to the software, features, functionalities, and limitations of the Services as made available or provided to You by Us.
“Data Processing Addendum” means the data processing addendum located at https://support.streamyard.com/hc/en-us/articles/18796358268564-Data-Processing-Addendu.
“Law” means any applicable law, ordinance, regulation, code, or order, of any governmental body having jurisdiction over one or more of the Parties, the Streams, or the Services, including, but not limited to, Data Protection Legislation.
“Third-Party Products” means third-party products, applications, services, software, networks, systems, directories, websites, databases, and information which the Service links to, or which You connect to or enable integration with, in connection with your use of the Service.
“Sales Order” means the sales order generated by Us and delivered to You following your purchase of a Subscription Plan or one or more Services, which incorporates these Platform Terms.
“Participant” means the individuals who are invited to attend or view a Stream or who attend or view a Stream, and includes Admins, Viewers, Guests, speakers, sponsors.
“Party” means individually either You or StreamYard, and “Parties” means collectively both You and StreamYard.
“Personal Data” means any data that is deemed “personal data” or “personal information” (or other analogous variations of such terms) under the Data Protection Legislation.
“Platform” means the cloud-based platform, which includes its associated software, services, products, hardware, devices, information, networks, components, APIs, SDKs, and Documentation that enables You to broadcast a Stream for onward distribution to one or more endpoint applications, websites, or services which the Service live-streams to, or which You connect to or enable integration with in connection with your use of the Service (such as LinkedIn, YouTube, and Facebook).
“Stream Content” means the materials and content that You or others transmit through or store on the Platform, including, but not limited to, materials to be displayed during Streams, chat messages and other submissions from Participants, audio-visual content, Guests, interactive content, and any other materials or content that You or others make available or submit to the Platform in connection with your Streams and recording thereof, but excluding any intellectual property rights and property owned by Us or our licensors.
“Subscription Fee” means the fee payable for the applicable Subscription Plan.
“Subscription Period” means the license period for the applicable Subscription Plan.
“Subscription Plan” means a subscription plan for the use of one or more Services.
“Taxes” means any sales, value-added, use, or similar taxes assessable by any local, state, provincial or foreign jurisdiction, levies, duties, or similar governmental assessments.
“Workspace” means the paid feature of the Service that enables one or more Admins to create and collaborate on Streams.
Definitions of additional capitalized terms may be located elsewhere in this Agreement.
1. Eligibility
1.1. Age. THE SERVICES ARE NOT AVAILABLE TO INDIVIDUALS UNDER THE AGE OF 16. If you are over the age of 16 but under the legal age of majority in your state of residence, your parent or guardian must review and agree to be bound by this Agreement on your behalf and must supervise your use of the Services.
YOU MAY NOT ORDER, ACCESS OR USE THE SERVICES IF YOU (A) DO NOT AGREE TO THIS AGREEMENT, (B) ARE AN INDIVIDUAL AND ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND YOUR PARENT OR LEGAL GUARDIAN HAS NOT AGREED TO THIS AGREEMENT AND YOUR USE OF OR ACCESS TO THE SERVICE, OR (C) ARE PROHIBITED BY LAW FROM ORDERING, ACCESSING OR USING THE SERVICES.
1.2. Jurisdiction. You may only use the Services in jurisdictions authorized by StreamYard. You 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.
1.3. Account. You must create an Account to use many core features of the Services. You may not share or permit others non-Admin to use your Account credentials. You state that You will provide only true, current and accurate information when You create your Account or provide Us with the required information, and that You meet the eligibility requirements under this Agreement. You will promptly update any information contained in your Account if it changes. You must use a strong password for your Account that is unique to the Services and not used by You in any other service. You must maintain the security of your Account, and promptly notify Us and modify your log-in information if You discover or suspect that someone has accessed your Account without your permission. To the maximum extent permitted by Law, You are responsible for anything that happens through your Account. When you choose a username or otherwise create a nickname, you agree not to use any name that is unlawful, fraudulent, deceptive, harmful, defamatory, inaccurate, abusive, offensive, threatening, hateful, violent, harassing, discriminatory, or racist, or any name that infringes or violates another person’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You agree not to impersonate any person or misrepresent your identity or affiliation with any person. You further agree not to purchase, sell, rent or give away your Account. We reserve the right to reject, require that You change, or reclaim usernames or nicknames that are not in compliance with this Agreement.
1.4. Legal Entities. If You use the Services on behalf of a legal entity or are accepting this Agreement on behalf of a legal entity: (i) You agree to this Agreement on behalf of yourself and such legal entity, (ii) You represent and warrant that You are authorized to agree to this Agreement on such entity’s behalf and to bind such entity to this Agreement, and (iii) all references to “You” throughout this Agreement other than this sentence will mean such legal entity.
2. Services
2.1. Services. Subject to your compliance with this Agreement, We will provide the Services specified in the Agreement and hereby grant You a non-exclusive, non-transferable, non-sublicensable, limited, and revocable right to access and use the Services during the applicable Subscription Period. You may not re-use or make available the Services to any of your Affiliates, customers, or other third parties without Our prior written consent.
2.2. Third-Party Products. Third-Party Products are governed by the terms and privacy policies of such Third-Party Products. StreamYard is not responsible for, and makes no representations or warranties as to any aspect of such Third-Party Products. By enabling Third-Party Products, You agree that We may disclose Stream Content and Account data as necessary to facilitate the use or enablement of such Third-Party Products. Integration with any Third-Party Product is provided as a courtesy and based on the then-current Third-Party Product’s service and integration method. We make no representations, promises, or guarantees that such integration will be available throughout the Subscription Period.
2.3. Service Level. We will make commercially reasonable efforts to provide the Services during the Subscription Period. We do not guarantee the availability of the Services. You agree that the Services may be disrupted, unavailable, or inoperable, including due to (a) unforeseeable circumstances, or foreseeable circumstances that despite Our commercially reasonable measures to prevent are not within Our ability to fully prevent (including, but not limited to, widespread internet disruptions, interruption of services by Our service providers that was not caused by Us, and malicious third-party acts), (b) emergency security measures, or (c) planned downtime of which We will use commercially reasonable efforts to give You advance notice.
2.4. Trials and Betas. We may offer optional access to the Services or features on a free, trial, beta, or early access basis (“Trials and Betas”). Use of Trials and Betas is permitted only for your internal evaluation during the period set out in the Trials and Betas offer or the Sales Order, as applicable. You acknowledge that Trials and Betas may be inoperable, incomplete or include features that are not released outside of Trials and Betas. We offer no warranty, indemnity, service level agreement or support for Trials and Betas and Our liability for Trials and Betas will not exceed fifty U.S. dollars (US$50). We may, at Our sole discretion, terminate your use of Trials and Betas or discontinue any Trial and Betas at any time for any reason.
3. Subscriptions and Automatic Renewals
3.1. Subscription Plan. One or more Services may require a Subscription Plan which may automatically renew. If You purchase a Subscription Plan or enter into a Sales Order, You authorize Us to maintain your Account information and charge that Account automatically upon its renewal with no further action required by You. Upon expiration of the Subscription Period, your Subscription Plan will automatically renew at the then-current Subscription Fee (except as provided below) for a Subscription Period equal in length to the then-expiring Subscription Period, unless (i) the Subscription Plan is terminated prior to the end of the Subscription Period in accordance with this Agreement, (ii) the Sales Order expressly provides that your Subscription Period will not automatically renew, or (iii) either Party elects to not renew in accordance with this Agreement.
3.2. Non-Renewal. You may elect to not renew a Subscription Plan by logging into your Account and canceling your Subscription Plan before the end of the then-current Subscription Period, in which case you will not receive a refund or credit for the Subscription Fee you already paid for such Subscription Period. We may elect to not renew a Subscription Plan by providing notice to You before the end of the then-current Subscription Period. Expiration of the Subscription Plan due to any non-renewal will be effective as of the end of the then-current Subscription Period. Unused Add-Ons, features, or any other items of your Subscription Plan will not be reimbursed and do not rollover to any subsequent Subscription Period or renewal term, if applicable. You can downgrade your Subscription Plan or reduce your Add-Ons in your Account, but such downgrades will not become effective until the end of your current Subscription Period, and You will not receive a refund or credit for such downgrade or reduction of features. You must remove any excess Admins before the downgraded renewal Subscription Period begins. Downgrading your Subscription Plan may cause loss of content, features, or functionality of the Service available to You, and We will not be responsible for any such loss.
4. Term and Termination
4.1. Term. This Agreement is effective until the expiration and non-renewal of the Subscription Period, or its earlier termination in accordance with this Section 4, and your cancellation of your Account.
4.2. Withdrawal Right. If You are a Consumer resident in the European Economic Area or the United Kingdom, you may exercise your statutory right of withdrawal within 14 (fourteen) days of purchasing or upgrading to a Subscription Plan in your Account. You understand that You cannot exercise your statutory right of withdrawal if You have started using the Services.
4.3 Termination for Cause. Either Party may terminate this Agreement upon written notice (a) if the other Party materially breaches this Agreement and does not cure the breach within 30 (thirty) days following written notice from the Party claiming breach, or (b) if the other Party becomes the subject of a petition in bankruptcy, or other proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
4.4. Payment Upon Termination. If We terminate this Agreement or an individual Sales Order due to your uncured breach under Section 4.3, You must immediately pay any unpaid fees (unless, if applicable, disputed per Section 5.7) payable in respect of the Subscription Period. If You terminate this Agreement due to Our uncured and uncontested breach under Section 4.3, We will refund You a prorated portion of any prepaid Subscription Fees and unconsumed Add-On Fees covering the remainder of the Subscription Period.
4.5. Back-ups and Export of Stream recording. You are responsible for regularly backing up any Stream Content. Your Stream recordings will be available to You to export or download depending on your Subscription Plan as provided here and only during the specified period indicated, after which We have no obligation to maintain, and We may delete from your Platform library, your Stream recording. If You downgrade from a paid to a free Subscription Plan, We will retain your Stream recording for a period of 6 (six) months starting from your last payment of a Subscription Fee, after which We have no obligation to maintain, and We may delete from your StreamYard library, your Stream recordings that are that are more than 12 (twelve) months old. This Section does not affect any rights You may have to the Stream Content under the Data Protection Legislation.
5. Fees and Payments
5.1. Fees. You agree to pay all fees, including any Subscription Fees, and any applicable Taxes for the use of the Services in the manner, currency, and on the dates set out in the purchasing web page or in your Sales Order or upon the renewal of your Subscription Plan. All fees are exclusive of Taxes, unless otherwise specified by Us.
5.2. Fee Changes. We may change any applicable fees and charges, including any Subscription Fees, in Our sole discretion, but any such changes will not apply retroactively and, for Subscription Plans, such changes will become effective upon its renewal. We will give You reasonable prior notice of any change in Subscription Fees to give You an opportunity to not renew your Subscription Plan before such change becomes effective and in accordance with Section 3. We may offer and discontinue free Subscription Plans at any time at our sole discretion.
5.3. Taxes. We will charge any applicable Taxes in connection with the Services or any fees under this Agreement as required by Law. You may not withhold any Taxes or charges or set off any amounts due to Us. We reserve the right to withhold the payment of any amounts owed to You under this Agreement and dispose of them as required by Law, in each case as determined by Us, or to seek later payment from You of any amounts on Taxes uncollected and unremitted.
5.4. Late Payments. Any overdue and unpaid balance will accrue interest at the rate of 2% per month, or the highest monthly interest rate permitted by Law, whichever is lower, starting 14 (fourteen) days after We notify You of your late payment and until the balance is fully paid. Upon notice of late payment, We may revoke any credit terms or other payment accommodation which might have been previously afforded to You, accelerate your entire Account balance, and suspend or terminate your access to your Account (if any) and to any portion or all of the Services. This Section does not affect any other rights and remedies We may have under this Agreement or at Law.
5.5. No Refunds. Except as otherwise expressly stated in Sections 4.2, 4.4 and 13.1 all fees and Taxes are non-refundable.
5.6. Credit Card Payment Fee. Payments with credit cards may be subject to an additional processing fee as specified in the purchasing web page or at checkout.
5.7. Fee Disputes. If You wish to dispute an amount owed under this Agreement, You must notify Us in writing within the applicable payment period, after which such amount will be final and You will have waived any right to dispute the amount. If You notify Us of a disputed amount in good faith and in accordance with this Agreement, the Parties shall collaborate to resolve such dispute within 14 (fourteen) days, and You shall not withhold, set off, or delay any payments. If the Parties fail to resolve the dispute after 14 (fourteen) days, Section 16 will apply.
6. Stream Content
6.1. Ownership. We do not claim any ownership rights to the Stream Content. You hereby grant Us a royalty-free, non-exclusive, sub-licensable, worldwide license to use, store, reproduce, distribute, publicly perform, display, communicate to the public, modify, and prepare derivative works based upon the Stream Content and any name and likeness provided in connection with the Stream Content for the purposes of operating, developing, and improving the Services or new technologies or services, all in accordance with Section 7. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Stream Content that you may have under the Law.
6.2 Your Statements. You are solely responsible for the Stream Content, and You represent and warrant that such content will not infringe upon or violate the rights of any person and that it complies with this Agreement and the Law. You represent and warrant that You have all the rights and authorizations necessary to grant all licenses under this Agreement and to upload, store, receive, create, modify, share or publish the Stream Content on or through the Services and, when applicable, in connection with Your Promotion. You acknowledge and agree that You will not be entitled to compensation for any use of Stream Content by Us or our licensees in accordance with this Agreement.
7. Data and Security
7.1. Data Protection Addendum. To the extent Data Protection Legislation applies to You in connection with the Services, the StreamYard Data Protection Addendum is incorporated by reference into this Agreement.
7.2. No Sensitive Data. You shall not provide StreamYard with any sensitive or special category of Personal Data such as health data, financial account numbers, or data of individuals under the age of 16 without parental consent.
7.3. StreamYard’s Privacy Policy. Please review our Privacy Policy for all information on which personal data We collect about Hosts and Team Members, for which purposes We process it and for how long we retain it.
7.4. Security. We will use commercially reasonable efforts to maintain technical and organizational measures designed for the protection of the security, confidentiality and integrity of the Stream Content stored in the Services as described in our Security Overview.
8. Use of the Services
8.1. Account and Seat Management. You acknowledge that each Account has a limited number of Admin Seats, as specified in the Subscription Plan and, where applicable, in your Sales Order. You shall keep the login credentials for your Account and each Admin confidential. You shall not circumvent the licensing and feature restrictions applicable to your Account and Subscription Plan.
8.2. Community Guidelines. You and your Team Members must comply with the Community Guidelines, which are incorporated by reference into this Agreement. We may remove any content from the Services that in Our reasonable opinion does not comply with this Agreement or the Law or that may expose You, Us, or Our customers or users to any potential liability or risk. We will not be liable for damages or losses in connection with such content removal.
8.3. Your Responsibility for Participants during your Streams. You are solely responsible for your Streams and Participants. You represent and warrant that your Streams and Participants will not infringe upon or violate the rights of any person and will comply with this Agreement and the Law, and that You have all the necessary rights, licenses and authorizations in connection with your Streams, including, without limitation, from your Participants.
8.4. Modifications. We have no obligation to provide any updates or future versions of the Services. We may modify any feature or functionality of the Services and We reserve the right to discontinue any portion or all of the Services at any time for any reason. We will provide You with commercially reasonable advance notice of the modification, removal or discontinuation of a material feature that affects You, for example, via email or the Services. We have no obligation to replace or substitute services or features that have been modified, removed or discontinued. If such modification, removal or discontinuation results in a material reduction of overall functionality without a comparable replacement, You may elect to terminate this Agreement by providing notice to StreamYard within 30 (thirty) days of such material reduction, and You will be entitled to receive a prorated portion of prepaid Subscription Fees associated with the impacted Services as your sole and exclusive remedy.
8.5. Temporary Suspension. We may temporarily suspend or restrict access to the Services if (a) We reasonably believe that You or your Stream is in breach of this Agreement or the Law, (b) We reasonably believe that You, your Stream, or any Participants may cause harm to Us, Our customers or users, or third parties, or (c) We suspect or detect any viruses, malicious code or similar harmful materials connected to your Account, Stream, or Participants. We will not be liable to You or any third party for any such suspension. This Section does not limit any other rights We may have under this Agreement or applicable Law, nor does it affect your payment obligations under Section 5.
8.7. Restrictions. You shall not and shall not permit anyone else to do any of the following: (a) sell, sublicense, distribute, lease, rent, distribute, provide or otherwise make available the Services (in whole or part), or use the Services to provide a hosted or managed service to others; (b) reverse engineer, disassemble, decompile or seek to access the source code, algorithms, or components of the Services, except as and only to the extent the restriction is prohibited by Law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Services; (c) copy, modify, create derivative works based upon or remove proprietary notices from the Services; (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions; (e) use the Services to develop a product or service that competes with the Services or develop or use any application or software that interact with Our Services without Our prior written consent; (f) copy, translate, merge, adapt, vary, alter, or modify any part or all of the Services, nor permit any part or all of the Services to be combined with, or become incorporated in, any other programs or channels, except as necessary to use the Services as expressly permitted in this Agreement; (g) use the Services maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Services or any operating system; (h) use the Services in a way that could damage, disable, overburden, impair, or compromise Our systems or security or interfere with other customers or users, including by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the Services or related content; (i) access, collect, extract, harvest, mine or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running the Services; (j) access without authorization, interfere with, damage or disrupt any part of the Services, any equipment or network on which the Services are stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party; (k) violate this Agreement; (l) violate any Law, contract, intellectual property right, or other third-party right, or commit a tort; (m) engage in any harassing, threatening, intimidating, predatory, or stalking conduct; (n) circumvent, bypass, defeat, modify, tamper or disable any content protection or digital rights management system; or (o) send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes.
8.8. System Requirements. You acknowledge that use of the Services requires compatible hardware, certain software, and Internet access, and that non-compatible hardware or software, and quality of Internet access may affect usage of the Services. You agree that such system requirements may change from time to time and that We are not responsible if You do not meet system requirements, or if You do not ensure Team Members are trained to use your systems.
8.9. YouTube Terms. By using the Services with YouTube, You agree that You are bound by YouTube’s Terms of Service, available at https://www.youtube.com/t/terms. Your access to and use of YouTube through the Services is conditioned on your compliance with YouTube's Terms of Service, in addition to this Agreement.
9. Promotions
9.1. Your Promotion. If You choose to promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using the Services (each such promotion, contest or sweepstakes, “Your Promotion”), You shall carry out Your Promotion in compliance with Law. You shall expressly state that Your Promotion is yours and that StreamYard does not sponsor, co-sponsor, endorse or support Your Promotion. Without Our prior written consent, You shall not associate or affiliate Your Promotion with StreamYard or the Services, or do anything that suggests that StreamYard is involved or has endorsed, sponsored or supported Your Promotion in any way. You will be solely responsible for all aspects of, and expenses related to Your Promotion, including, without limitation, the execution, administration, and operation of Your Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.
9.3. Promotion Rules. Any sweepstakes, contests, raffles, surveys, games, or similar promotions made available through the Services by Us (each, a “Promotion”) may be governed by rules or conditions that are supplemental to this Agreement, and which may provide eligibility requirements, entry instructions, deadlines, prize information and restrictions. If You participate in any Promotion, please review the applicable rules. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern. Your entry into a Promotion constitutes Stream Content and is subject to all provisions of this Agreement that govern your submission and Our use of your Stream Content, and We may also use such Stream Content for advertising, marketing, and promotional purposes.
10. Confidential Information
10.1. Confidential Information. “Confidential Information” means all information disclosed by one Party to the other Party in connection with this Agreement that either is specifically identified as “confidential” by the disclosing Party at the time of disclosure, or under the circumstances surrounding its disclosure, should reasonably be considered to be confidential. Confidential Information includes but is not limited to, Our product roadmap, pricing, security practices, and beta features. Confidential Information excludes information that (a) is publicly known or generally available to the public, or becomes publicly known or generally available to the public through no fault of the receiving Party, (b) was in the possession of the receiving Party without any confidentiality obligation prior to receipt from the disclosing Party, (c) is rightfully received by the receiving Party from a third party without any confidentiality obligations, or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
10.2. Protection of Confidential Information. Each Party shall protect the other Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and, except as expressly permitted in this Agreement, may disclose such Confidential Information (a) solely to the employees, advisors, contractors, and representatives who need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information at least as restrictive as those in this Agreement; (b) as necessary to comply with an order or subpoena of an administrative agency or court of competent jurisdiction provided that the receiving Party gives the disclosing Party sufficient notice to enable it to seek an order to limit or prevent such disclosure; or (c) to the extent necessary to comply with Law.
11. Our Intellectual Property Rights
11.1. Reserved Rights. We or Our licensors retain and exclusively own all rights, title and interests in and to the Services, including all intellectual proprietary rights, whether registered or not, which include, but are not limited to, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to the Services. We reserve all rights not expressly granted to You under this Agreement.
11.2. Feedback and Usage Data. With respect to any feedback, technical or other information You provide to Us in connection with the Services, including but not limited to, reporting errors, or making suggestions for improvements, enhancements, developments or changes to the Services (“Feedback”), You grant StreamYard a perpetual and irrevocable right to freely use such Feedback for any purposes, including to maintain, improve, enhance, and promote Our products and services, without restriction or obligation. We may collect and analyze data and information about the provision, use, and performance of the services and related offerings based on your or your Team Member’s use of the services (“Usage Data”), and We may freely use Usage Data to maintain, improve, enhance, and promote Our products and services without restriction or obligation, except that, without your consent, We may only disclose Usage Data to others if the Usage Data is aggregated and does not identify You or your Team Members.
12. Representations and Disclaimer
12.1. Mutual Representations. Each Party represents to the other that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.
12.2. Disclaimer. Except as otherwise expressly set out in this Section 12, to the maximum extent permitted by Law, the Services (including, without limitation, the Platform, any Documentation, and any Third-Party Products) are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, and we expressly disclaim all warranties, whether express or implied, including, but not limited to, warranties of merchantability, title, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement. You acknowledge that We do not warrant that the Services will be uninterrupted, timely, secure, error-free, free from delay or free from viruses or other malicious software, and no information or advice given by Us or obtained by You through the Services (including, without limitation, the Platform, any Documentation, any Third-Party Products, and any Stream Content) will create any warranty not expressly stated herein. We do not warrant that any errors in the Services can or will be corrected. We do not warrant that the Services will meet your needs and requirements or those of your Team Members and You acknowledge that You will use the Services at your own risk. You acknowledge and agree that You are solely responsible for verifying the compatibility of the Services with your own software, hardware, devices, system requirements and operational needs. We disclaim any warranties arising from a course of dealing, course of performance, or usage of trade. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to You.
13. Indemnification
13.1. StreamYard Indemnification. StreamYard shall indemnify You against all damages awarded by a final and non-appealable decision of a court of competent jurisdiction arising out of a third-party claim alleging that the Services infringe any third-party intellectual property right. If all or any part of the Services become or we reasonably believe that are likely to become, the subject of any such infringement claim, We may, at Our discretion and expense, (a) procure the right for You to continue using all or part of the Service in accordance with this Agreement, (b) replace or modify the allegedly infringing Services so that they are non-infringing, or (c) terminate this Agreement and refund You a prorated portion of any Subscription Fees that You may have previously paid to Us for the unused Services and Subscription Period. We will have no responsibility or obligation regarding any third-party intellectual property claim if it is caused in whole or in part by (i) use of the Services in a manner not authorized by this Agreement or that violates the Law, (ii) compliance with designs, data, instructions, or specifications provided by You, (iii) modification of the Services, unless performed or authorized by Us, or (iv) the combination, operation or use of the Services with other hardware or software where a Service would not by itself be infringing. The remedies in this Section are your sole and exclusive remedies for any third-party claim that the Services infringe intellectual property rights. The indemnification under this Section does not apply if You are a non-paying customer or under a free Subscription Plan or for Trials and Betas.
13.2. Customer Indemnification. You shall indemnify, defend, and hold Us, Our Affiliates, and Our and Our Affiliates’ officers, agents, employees, partners, licensors, contractors, permitted successors and permitted assignees (the “StreamYard Parties”) harmless against all losses, liabilities, damages, expenses or costs arising out of a third-party claim related to (a) the breach of this Agreement by one or more of You or your Team Members, (b) the violation of the Law by one or more of You or your Team Members, (c) your or one or more of your Team Members’ access to and use of the Services, and (d) Stream Content.
13.3. Indemnification Procedure. A Party seeking indemnification under this Section 13 shall promptly notify the indemnifying Party in writing upon becoming aware of the threat or notice of a claim. The indemnifying Party will be entitled to control the defense, investigation, and settlement of any such claim, and the Party seeking indemnification shall reasonably cooperate in such defense, investigation, and settlement, and will be entitled to participate in its own defense at its sole expense. The indemnifying Party shall not settle or compromise any claim without the other Party’s written consent, which shall not be unreasonably withheld, except that the indemnifying Party may, without consent, enter into any settlement that resolves the claim without liability to or admission of any liability by the other Party or impairment to any of the other Party’s rights.
14. Limitation of Liability
14.1. Excluded Damages. Except for (a) your breach of any payment obligations under this Agreement, (b) your breach of Section 8, or (c) a Party’s indemnification obligations in Section 13, neither You nor the StreamYard Parties will be liable under this Agreement for any consequential, indirect, special, moral, exemplary, or punitive loss or damages, including, without limitation, lost profits, lost sales or business, lost data, business interruption, loss of goodwill, costs of cover or replacement, under any legal theory (whether in contract, tort, negligence or otherwise), whether or not any party has been advised of the possibility of such damages.
14.2. Monetary Limitation. Except for (a) your breach of any payment obligations under this Agreement, (b) your breach of Section 8, or (c) a Party’s indemnification obligations in Section 13, each of your and the StreamYard Parties’ total liability under this Agreement will not exceed the total amount paid by You (or, as applied to your aggregate liability, payable by You) during the 12 (twelve) months before the event giving rise to liability, or one hundred U.S. dollars (US$100), if you are on a free Subscription Plan or in case of Trials and Betas.
14.3. Risk Allocation. Sections 12 and 14 allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing of the Services and is an essential element of the basis of the bargain between the Parties. The limitations in this Section 14 will apply even if any stated remedy fails of its essential purpose. Some jurisdictions do not allow the limitation of certain types of damages, in which case some of the above limitations may not apply to You. In these jurisdictions, such limitations will apply to the maximum extent permitted by Law.
15. General
15.1. Anti-Corruption. Neither Party shall take any action that would be a violation of any Law that prohibits the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist You or Us in retaining or obtaining business. Examples of these Laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
15.2. Economic Sanctions and Export Controls. You agree to comply with any trade, sanctions or export control Law to not cause Us to violate such Law. In particular, but without limitation, the Services may not be exported or re-exported to or used in or for the benefit of (a) any U.S.-embargoed countries or territories, or (b) to anyone in the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List or Entity List, the United Nations Security Council Consolidated List, or any European Union or United Kingdom restricted party list. You represent and warrant that You and your Team Members are not located in or organized under the Laws of any such country or on any such list.
15.3. Assignment. Neither Party may assign any rights or obligations under this Agreement without the prior written consent of the other Party, except that (a) We may assign any rights or obligations under this Agreement to an Affiliate without notice or consent; and (b) either Party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
15.4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior or contemporaneous agreements or statements between the Parties. Any terms in any purchase order or other order documentation delivered by You will be null and void.
15.5. Amendment. We may amend this Agreement from time to time by providing You with reasonable notice, for example, by posting on Our website, via email or as a pop-up or push notification within the Services, and, unless otherwise noted, the amendment will be effective as of the date in which We post the amended Agreement. If We believe, in Our sole judgment, that an amendment materially and adversely affects your rights or obligations under this Agreement, We will provide You reasonable advance notice. Your continued use of, or access to, the Services following the effective date of the amendment will be your agreement to any such amendment. We may update the Services or amend this Agreement without notice and with immediate effect to address new functions added to the Services or which do not impose any additional burdens or obligations on You.
15.6. Waiver. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement.
15.7. Severability. If a provision in this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
15.8. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the Parties. Neither Party is authorized to bind the other to any liability or obligation.
15.9. Notices. Any notice under this Agreement must be in writing. We may give notice to You by using the registration information you provided to Us, via email to the primary email address associated with your Account, or through the Services. You must give Us notice under this Agreement to the attention of “Legal” (a) by email to legal@streamyard.com with “Contract Notice” in the subject line, or (b) by overnight courier or registered or certified mail to 169 Madison Ave, Suite 11218, New York, NY 10016, U.S. Notices by email will be deemed given 1 (one) business day after they are sent. Notices to Us by courier, registered or certified mail will be deemed given 3 (three) business days after they are sent.
15.10. Governing Law and Jurisdiction. The Law of the State of New York, U.S., governs this Agreement, excluding any conflict-of-laws rules or principles. Except as set out in this Section 15.10 or in Section 16, any disputes or claims arising out of or relating to this Agreement will be brought exclusively in a court of general jurisdiction in New York, New York, U.S., and each Party irrevocably submits to the exclusive jurisdiction of this jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If you are a Consumer resident in the European Union, these Platform Terms will not affect the mandatory Laws and statutory Consumer rights of your country of residence. Except as provided for in Section 16(n), if you are a Consumer resident or domiciled in the European Union, you may submit your claim to the court of your place of residence or domicile.
15.11. Survival. The provisions of this Agreement that are by their nature intended to survive termination or expiration of this Agreement will so survive.
15.12. Equitable Relief. Notwithstanding anything to the contrary in this Agreement, You agree that your breach of Sections 10 and 11 of this Agreement may cause Us irreparable harm for which recovery of monetary damages will be inadequate, and that We will therefore be entitled to seek appropriate equitable relief, including, but not limited to, an injunction, to protect Our rights under this Agreement in addition to any and all remedies available under this Agreement or at Law, without the necessity of posting a bond or other security.
15.13. Force Majeure. Except for your payment obligations under this Agreement, neither Party will be responsible for a delay or failure to perform its obligations under this Agreement as a result of any reason or condition beyond its reasonable control (“Force Majeure Events”), including, but not limited to, natural disasters, war, pandemics, labor conditions, acts of terrorism, public utility or internet or telecommunication infrastructure failures, and denial of service attacks. In such cases, the failure or delay will be excused during such Force Majeure Events and the period of performance shall be extended to the extent necessary to allow performance of obligations after the Force Majeure Events have been removed.
15.14. Publicity. We may use your name and logo in marketing materials to identify You as a customer or user of Our products and Services.
16. Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND STREAMYARD TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND STREAMYARD CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND STREAMYARD FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND STREAMYARD AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. STREAMYARD AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW IN SECTION 16(K) IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS.
a) Claims Subject to this Section. The dispute resolution and binding arbitration terms in this Section 16 apply to all Claims between you and StreamYard. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between You and StreamYard, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either Party wishes to seek legal recourse and that arises from or relates to this Agreement or our Services, including any related to privacy or data-security or to the formation, validity, enforceability, revocability, performance, breach, or scope of this Agreement or arbitration agreement or any portion of it or arising out of or relating to interpretation or application of this Agreement or arbitration agreement.
b) Informal Dispute Resolution Prior to Arbitration. If You have a Claim against StreamYard or if StreamYard has a Claim against You, You and StreamYard must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both Parties. You and StreamYard will make a good-faith effort to negotiate the resolution of any Claim for 45 (forty-five) days, or such longer period as mutually agreed in writing (email suffices) by the Parties, (“Informal Resolution Period”) from the day either Party receives a written notice of a dispute from the other Party (a “Claimant Notice”) in accordance with this Agreement.
You will send any Claimant Notice to StreamYard by certified mail addressed to 169 Madison Ave, Suite 11218, New York, NY 10016 or by email to legal@streamyard.com. StreamYard will send any Claimant Notice to You by certified mail or email using the contact information You have provided to StreamYard or via reasonably available means of notice if You have not provided certified mail or email contact information to StreamYard. The Claimant Notice sent by either Party must (i) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
The Informal Resolution Period is intended to allow the Party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or StreamYard cannot initiate arbitration before the end of the Informal Resolution Period. If You or StreamYard file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other Party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the Party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.
The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the Parties can engage in this informal dispute-resolution process.
c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of You or StreamYard, including any disputes in which You or StreamYard seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or StreamYard’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with Section 16(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.
d) Binding Individual Arbitration. Subject to the terms of this section, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these Platform Terms.
If NAM notifies the Parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules apply to Claims between You and StreamYard, as modified by these Platform Terms. For Claims that must be arbitrated by AAA, if you are not a “Consumer,” the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures apply to Claims between You and StreamYard as modified by these Platform Terms.
These Platform Terms affect interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the FAA to the extent permitted by Law. As limited by the FAA, these Platform Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or StreamYard to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
e) Arbitration Procedure and Location. You or StreamYard may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM (or with AAA if applicable pursuant to Section 16(d)).
Instructions for filing a demand for arbitration with NAM are available on the NAM website or by emailing NAM at commercial@namadr.com, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to StreamYard by certified mail addressed to 169 Madison Ave, Suite 11218, New York, NY 10016, U.S., or by email to legal@streamyard.com. StreamYard will send any demand for arbitration to You by certified mail or email using the contact information You have provided to StreamYard or via reasonably available means of notice if You have not provided certified mail or email contact information to StreamYard.
The arbitration will be conducted by a single arbitrator in the English language. You and StreamYard both agree that the arbitrator will be bound by these Platform Terms.
For Claims in which the claimant seeks USD $10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD $10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless you are a Consumer and/or the arbitrator determines that this would pose a hardship for You, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If You reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless You and StreamYard agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself unless the Parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
f) Arbitration Fees. Except for circumstances outlined in Section 16(g), each Party will be responsible for arbitration fees in accordance with the applicable Rules and these Platform Terms.
g) Frivolous or Improper Claims. To the extent permitted by applicable Law, a claimant must pay all costs and fees incurred by the defending Party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed for any improper purpose, such as to harass the responding Party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
h) One Year to Assert Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM BY YOU OR STREAMYARD AGAINST THE OTHER MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM ARISES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU OR STREAMYARD WILL NO LONGER HAVE THE RIGHT TO ASSERT THAT CLAIM.
i) Confidentiality. If You or StreamYard submits a Claim to arbitration, You and StreamYard agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and StreamYard agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
j) Coordinated Filings. If 25 or more Claimant Notices are received by a Party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings, mass arbitrations or multiple case filings according to the Rules (including, when applicable, AAA’s Mass Arbitration Supplementary Rules), if and to the extent Coordinated Claims are filed in arbitration as set forth in these Platform Terms. You or StreamYard may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. The following procedures are intended to supplement the Rules, and to the extent the procedures conflict with those Rules, to supersede them.
COORDINATED CLAIMS MAY ONLY BE FILED IN ARBITRATION AS PERMITTED BY THE BELLWETHER PROCESS SET FORTH BELOW. APPLICABLE STATUTES OF LIMITATIONS WILL BE TOLLED FOR CLAIMS ASSERTED AS COORDINATED CLAIMS FROM THE TIME A COMPLIANT CLAIMANT NOTICE HAS BEEN RECEIVED BY A Party UNTIL THESE PLATFORM TERMS PERMIT SUCH COORDINATED CLAIMS TO BE FILED IN ARBITRATION OR COURT.
Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other Party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.
After that point, counsel for the Parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The Parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 16(j).
A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the Parties agree otherwise.
Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other Party agree), counsel for the Parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by StreamYard. Counsel for the claimants and the other Party must agree on a mediator within 30 (thirty) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other Party cannot agree on a mediator within 30 (thirty) days, the arbitration provider will appoint a mediator as an administrative matter. All Parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.
Remaining Claims: If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this Section 16 shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other Party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with Section 16.11.
To the extent You are asserting the same Claim as other persons and are represented by common or coordinated counsel, You agree to waive any objection that the joinder of all such persons is impracticable.
If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by Law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other Party. Any Party may contest class certification at any stage of the litigation and on any available basis.
A court shall have authority to enforce the bellwether and mediation processes defined in this Section 16(j) and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
k) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 (thirty) days of the date you first accepted these Platform Terms by providing us with notice of your decision to opt out via email at legal@streamyard.com or by certified mail addressed to 169 Madison Ave, Suite 11218, New York, NY 10016. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. If You opt out of this updated arbitration clause and were previously subject to an arbitration clause in effect prior to this updated arbitration clause, then that prior arbitration clause shall remain as part of the agreement between us. If You are a new user and did not previously consent to the prior arbitration clause and you choose to opt-out of this updated agreement, then we will also not be bound by this updated arbitration clause.
l) Rejection of Future Arbitration Changes. You may reject any change We make to Section 16 (except address changes) by sending Us notice of your rejection within 30(thirty) days of the change via email at legal@streamyard.com or by certified mail addressed to 169 Madison Ave, Suite 11218, New York, NY 10016. Changes to Section 16 may only be rejected as a whole, and You may not reject only certain changes to Section 16. If You reject changes made to Section 16, the most recent version of Section 16 that You have not rejected will continue to apply.
m) Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Platform Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with this Agreement, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable. To the extent that You prevail on a Claim and seek public injunctive relief, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The Parties agree that litigation of any issues of public injunctive relief will be stayed pending the outcome of the merits of any individual Claims in arbitration.
n) Consumers in the EU. As an alternative to resolution of disputes through courts, Consumers resident in the European Union may refer their complaint to the European Online Dispute Resolution Platform. Consumers may obtain more information by visiting the European Commission’s Online Dispute Resolution Platform site.
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