Station Terms of Service

Last Updated: September 15, 2020

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

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKINGI ACCEPT,” OR BY DOWNLOADING, INSTALLING, CREATING AN ACCOUNT, 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 STATION’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 STATION’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY STATION AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND STATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)

1. Station Service Overview. Our Service provides tools to help connect social media influencers, celebrities, and experts (“Hosts”) with consumers (“Clients,” together with Hosts, “Users”). Each Host has a designated profile where they offer video and text sessions, classes, or other digital services (“Sessions”). A Client can request a Session with a Host, then book and pre-pay for the Session. At the scheduled time, the Host and Client connect in a Session.

2. 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.

3. Accounts and Registration. To access certain features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at legal@stationapp.com.

4. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars. Hosts may reschedule or cancel a Session at any time. Clients may cancel or reschedule until 24 hours before the scheduled Session begins.

4.1 Price. Station allows its Hosts to determine prices that Clients pay for their Sessions. In certain cases, Clients may have the option to add an additional tip after their Session. If you are a Host, Station will collect a commission on the prices and tips paid by Clients for your Sessions. Your payment for each Session, less the commission collected by Station, will be paid directly to the payment method specified in your account after the Session is complete. Station will make reasonable efforts to keep pricing and commission information published on the website up to date. Station will also collect additional fees (including any applicable Taxes) (the “Service Fees”), which will be displayed prior to creating a public profile or booking a Session. Service Fees are not refundable once charged. We encourage you to check our website periodically for current Service Fees, pricing, and commission information. Station may change the Service Fees, commission we collect or the pricing for any feature of the Service, including additional fees or charges, which changes will be effective after Station notifies you about them. Such fee changes will not affect any Sessions booked prior to the changes taking effect. Station, at its sole discretion, may make promotional offers with different features and different pricing to any of Station’s Users. Station may also make promotional offers with different commission rates to any of Station’s Influencers. These promotional offers, unless made to you, will not apply to your offer or these Terms. If you are a Host, you are solely responsible for the payment of any and all foreign, federal, state, and local taxes, duties, and charges, if any, that may accrue in connection with your income generated through Station.

4.2 Authorization. You authorize Station and its third-party payment processors to charge all sums for the orders that you make as described in these Terms or published by Station, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Station or its third-party payment processors 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. Payment processing services for Station, including the processing and storing of credit card data, are provided by Stripe Inc. (“Stripe”) and are subject to the Stripe Services Agreement — United States available at stripe.com/legal (“Stripe Services Agreement”). By agreeing to these terms and continuing to use Station, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Station enabling payment processing services through Stripe, you agree to provide Station accurate and complete information about you and your business, and you authorize Station to share with Stripe this information and transaction information related to your use of the payment processing services provided by Stripe, as further described in our Privacy Policy (defined below).

4.3 Delinquent Accounts. Station 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. 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 unpaid amount, including collection fees.


5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Station grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service.

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not attempt to: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, or attempt to derive the source code of the Service; (e) sell, resell, license, rent, lease, timeshare, or act as a service bureau or provide subscription services for the Service or any part thereof; or (f) make any other use of the Service, Materials (defined below), or any other content provided by Station or its Users on or through the Service, including any data concerning other Users of the Service, except as expressly authorized by Station in these Terms. If you are prohibited under applicable law from using the Service, you may not use it.

5.3 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 Station 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.

6. Ownership; Proprietary Rights. The Service is owned and operated by Station. 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 Station are protected by intellectual property and other laws. All Materials included in the Service are the property of Station or its third-party licensors. Except as expressly authorized by Station, you may not make use of the Materials. Station reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites. Station may provide tools through the Service that enable you to export information, including User Content (defined below), to third-party services, including through features that allow you to link your account on Station with an account on the third-party service, such as Facebook, Instagram, or Twitter, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Station may transfer that information to the applicable third-party service. Third-party services are not under Station’s control, and, to the fullest extent permitted by law, Station 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 Station’s control, and Station is not responsible for their content.

7.2 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.

8. User Content

8.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including messages, Reviews (as defined below), photos, videos, images, text, screen captures, and other types of works (“User Content”) and to publish User Content on the Service. Hosts and Clients may also provide or share User Content during Sessions. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to or share via the Service. Station will not have access to video content that is shared during Sessions and no video content will be stored after Sessions. Station will retain text content during Sessions solely for the purpose of providing the Service, but the text content will be deleted at the end of each Session.

8.2 Ratings and Reviews. After Sessions, Clients and Hosts can submit reviews and ratings for each other (“Reviews”), which will be displayed on users’ public profiles and in other locations throughout the Service. Reviews reflect the opinions of individual users and do not reflect the opinions of Station. Reviews are not verified by Station and may be incorrect or misleading. By submitting a Review, you affirm, represent, and warrant to us that your Review is accurate and does not contain any offensive or defamatory language. Reviews are also subject to other provisions in these Terms regarding User Content and may be removed by Station at our sole discretion. If you believe a Review is incorrect, misleading, offensive, or defamatory, you can request deletion by emailing support@stationapp.com. Deletion requests will be determined on a case by case basis at our sole discretion.

8.3 Limited License Grant to Station. By providing User Content to or via the Service, you grant Station a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense, through multiple tiers) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

8.4 Limited License Grant to Other Users. By providing User Content to or via the Service to other Users of the Service, you grant those Users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

8.5 Specific Rules for Photographs and Images. If you post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.

8.6 User Content Representations and Warranties. Station disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Station and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Station, the Service, and these Terms;

b. your User Content, and the use of your User Content 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 Station to violate any law or regulation; and

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

8.7 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other Users post, publish, provide, or share and will not be in any way responsible or liable for User Content. Station may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. User Content provided or shared by Influencers may include advice or instructions, including advice or instructions that are finance-related, health-related, or education-related. You understand that Station will not be in any way responsible or liable for the accuracy, quality, effectiveness, or results of you following such advice or instructions. You acknowledge and agree that no part of the Service, including the User Content, is a substitute for professional financial, legal, or medical advice. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Station with respect to User Content. If notified by a User or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Station does not permit copyright-infringing activities on the Service.

8.8 Monitoring Content. Station does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its Users. You acknowledge and agree that Station reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Station chooses to monitor the content, Station still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below).

9. Communications

9.1 Text Messaging. Station and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING MESSAGES ONLY, YOU CAN EMAIL UNSUBSCRIBE@STATIONAPP.COM OR REPLY WITH THE WORD “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL MESSAGES FROM STATION, YOU CAN EMAIL UNSUBSCRIBE@STATIONAPP.COM, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including messages confirming the receipt of your opt-out request.

9.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.

9.3 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

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, bully, or otherwise harm or threaten the safety of any other User of the Service or any third party;

c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right or promoting or endorsing an illegal or unauthorized copy of a third party’s copyrighted work;

d. request, host, or offer to host a Session containing any User Content or other content that contains or endorses racism, bigotry, discrimination, hatred, harassment, or physical harm of any kind against any group or individual, or is unlawful, defamatory, libelous, or inaccurate, or that a reasonable person could deem to be pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate, including content of a violent nature (“Prohibited Content”);

e. post, upload, share, or distribute any Prohibited Content;

f. use a screen recording or screen capture application or any other means to record a Session in whole or in part;

g. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; (b) soliciting passwords or personal data from other Users; or (c) 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;

h. 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 or sharing 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;

i. attempt to access or search the Service or content available on the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools and the like) other than the software and/or search agents provided by Station or other generally available third-party web browsers;

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

k. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or

l. 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. Copyright and Intellectual Property Protection

11.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Station Labs, Inc.

Attn: Legal Department (Copyright Notification)

1049 El Monte Avenue, Ste C #802

Mountain View, CA 94040

650-318-1676

Email: legal@stationapp.com

11.2 Content of Notification. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

b. a description of the copyrighted work or other intellectual property that you claim has been infringed;

c. a description of the material that you claim is infringing and where it is located on the Service;

d. your address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and

f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

11.3 Repeat Infringers. Station will promptly terminate the accounts of Users that are determined by Station to be “repeat infringers.” A repeat infringer is a User who has been notified of infringing activity more than twice or has had User Content removed from the Service more than twice.

12. 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 the earliest of your receipt of notice or acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, 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.

13. Term, Termination, and Modification of the Service

13.1 Term. 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 Section 13.2.

13.2 Termination. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. In addition, Station 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. You may terminate your account and these Terms at any time by contacting legal@stationapp.com.

13.3 Effect of Termination. Upon termination of these Terms: (a) your 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 Station any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17, and 18 will survive.

13.4 Modification of the Service. Station 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 to you. Station will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Station, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Station Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized 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 any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party or other User of the Service. 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.

15. Disclaimers; No Warranties

15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. STATION DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, 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. STATION 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 STATION DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR VIA THE SERVICE OR STATION ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE STATION ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. 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 OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

15.3 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Station does not disclaim any warranty or other right that Station is prohibited from disclaiming under applicable law.

16. Limitation of Liability

16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE STATION 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 STATION ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

16.2 EXCEPT AS PROVIDED IN SECTION 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE STATION 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 GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO STATION FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM AND (B) US$100.

16.3 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.

17. Dispute Resolution and Arbitration

17.1 Generally. In the interest of resolving disputes between you and Station in the most expedient and cost effective manner, and except as described in Section 17.2 and 17.4, you and Station agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND STATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions. Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Station Labs, Inc., Attention: Legal Department – Arbitration Opt-Out, 1049 El Monte Ave, Ste C #802, Mountain View, CA 94040 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Station receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

17.4 Arbitrator. Any arbitration between you and Station will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Station. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

17.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Station’s address for Notice is: Station Labs, Inc., 1049 El Monte Ave, Ste C #802, Mountain View, CA 94040. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Station may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Station must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Station in settlement of the dispute prior to the award, Station will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.

17.6 Fees. If you commence arbitration in accordance with these Terms, Station will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Station for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

17.7 No Class Actions. YOU AND STATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Station agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.8 Modifications to this Arbitration Provision. If Station makes any future change to this arbitration provision, other than a change to Station’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Station’s address for Notice of Arbitration, in which case your account with Station will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

17.9 Enforceability. If Section 17.7 or the entirety of this Section 17 is found to be unenforceable, or if Station receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.

18. Miscellaneous

18.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Station 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.

18.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Station submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara 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.

18.3 Privacy Policy. Please read the Station Privacy Policy (the “Privacy Policy”) (defined below) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Station Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4 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.

18.5 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 (defined below) 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.

18.6 Contact Information. The Service is offered by Station Labs, Inc., located at 1049 El Monte Ave, Ste C #802, Mountain View, CA 94040. You may contact us by sending correspondence to that address or by emailing us at legal@stationapp.com.

18.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.8 No Support. 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.

18.9 International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

19. Notice Regarding Apple. This Section 19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Station only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. 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. 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: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) 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: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Station Privacy Policy

Last updated: September 15, 2020

In this Privacy Policy (“Policy”), we describe how we collect, use, and disclose information that we obtain about Users of our Service and how we use and disclose that information. By using our Service you agree that your personal information will be handled as described in this Policy. Your use of the Service, and any dispute over privacy, is subject to this Policy and the Station Terms of Service (“Terms”), including its applicable limitations on damages and provisions relating to the resolution of disputes. Capitalized terms in this Policy not defined in this Policy shall have the meaning given to them in the Terms.

This Policy describes what information we collect when you use the Service. It also provides information about how we store, transfer, use, and delete that information, and what choices you have with respect to the information. This Policy applies where we are acting as a Data Controller with respect to the personal data of Hosts and Clients of the Service. Data Controller means a natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed. For the purpose of this Policy, we are a Data Controller of your data. For content and data that you upload to or make available through the Service (“User Content”), you are responsible for ensuring the content is in accordance with our Terms of Service, and that the content is not violating other Users’ privacy.

Station is committed to safeguarding the privacy of our Users. Our business model is to withhold a small fee for the Service offered through our platform, and does not rely on widespread collection of general user data. We will only collect and process information that we need to deliver the Service to you, and to continue to maintain and develop the Service. Station may collect, store and process various kinds of data, with different legal grounds, as listed below.

List of data we collect, process or store

Host and Client account information. To use the Service, Hosts and Clients may have to provide a valid email address, date of birth, full name, city, zip/postal code, and country of residence. The Host will also enter a display name, add profile pictures and video, as well as a bio that will be used to represent them on their public profile page, and in conversations.

Transaction information. Hosts and Users of the Service may have to provide credit card information, billing email, banking information, location at the time of transaction and/or a billing address in order to complete a booking transaction. The transaction data may be processed for the purpose of supplying the Service and keeping records of transactions. Additionally, this information needs to be retained in order to comply with accounting and tax regulations.

We use Stripe, a PCI-certified third-party payment service to process payments for our Service. Although we do not process payments, we may require you to provide Stripe with contact information (e.g., name, email address, and company name) and financial and billing information (e.g., billing name and address, credit card number, expiration data and CVV). Stripe’s privacy policy can be found at https://stripe.com/legal.

Service Information. We do not record video calls. When Users interact with the Service we collect and record all text and image content exchanged by Hosts and Clients. This information is automatically deleted upon completion of a chat or video session.

Usage information. When you interact with the Service, we collect and process metadata to provide additional context about the way the Service is being used. The usage data may include your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use. The source of the usage data is our server software and our analytics tracking system.

Technical log data. Like most digital services, our servers automatically collect information that may include the Internet Protocol (IP) address, the address of the web page visited within the Service, browser type and settings, the date and time the Service was used, information about browser configuration and plugins, language preferences and cookie data.

Device information. Station may collect and process information about devices used to access the Services, including type of device, what operating system is used, device settings, application IDs, unique device identifiers and crash data. Whether we collect and process some or all of this information depends on the type of device used and its settings.

Location information. We receive information from you and other third-parties that helps us approximate your location. We may, for example, use an IP address received from your browser or device to determine approximate location. Station may also collect location information from devices in accordance with the consent process provided by your device.

The legal basis for this processing is our legitimate interests, namely using this data for the purpose of ensuring the proper administration of our Service, analyzing the use of the Service, monitoring and improving the Service, improving the user experience, preventing abuse, and assisting Users with support inquiries.

Calendar Information. Users may connect their calendar with Station. Our calendar integration only checks the duration and free/busy status of the events in your calendar so that we don’t book you when you’re busy.

Customer Support Information. We may process information that you send to us, should you choose to submit a ticket to our support email. If you contact us, we may use your Account, Transaction or Usage Information to respond.

Service and transactional notifications. Sometimes we’ll send you emails about your account, service changes or new policies. You can’t opt out of this type of “service or transactional” emails (unless you delete your account) as they are necessary information for the Services.

Correspondence information. We may process information that you choose to share with us if you participate in a focus group, contest, activity or event, apply for a job, interact with our social media accounts or otherwise communicate with Station. The correspondence data may be processed for the purposes of communicating with you and record-keeping.

Providing your personal data to others

We may share information about you with third parties in some circumstances, including: (1) with your consent; (2) to a service provider or partner who meets our data protection standards; (3) with academic or non-profit researchers, with aggregation, anonymization; (4) when we have a good faith belief it is required by law, such as pursuant to a subpoena or other legal process; (5) to protect the vital interest of others, when we have reason to believe that doing so will prevent harm to someone or illegal activities.

Our categories of service providers and partners include: hosting/infrastructure/storage providers, payment processors, analysis tools providers, customer support tools providers, marketing and email providers, recruiting tools providers and internal communication tools providers.

Business Transfers

We may disclose your personal data to any member of our group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes, and on the legal basis, set out in this Policy.

Retaining and deleting personal data

Personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.

We will retain your personal data as follows:

Transaction information will be retained for a minimum period of 5 years following the date of the transaction, and for a maximum period of 10 years following the date of the transaction.

In some cases it is not possible for us to specify in advance the periods for which your personal data will be retained. In such cases, we will determine the period of retention based on the following criteria:

  • Account information will be retained until you decide to delete your account.
  • Information about you used for Product & Marketing communication will be retained as long as you have given us consent to use this information.

The period of retention of usage information will be determined based on the need for historical data to determine statistical validity and relevance for product decisions and technical monitoring.

Regardless of the provisions above, we may retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.

Cookies

Cookies are pieces of data which are received and transmitted by a User's device when the User is using Station’s Service. Station may use cookies and similar techniques to provide functionality of the Service, to enhance the user experience and to identify Users and how they use the Service. We use cookies, for example, for login and logout authentication, to remember session allowing Users to continue the session in case of time-out and to prevent unauthorized use of the Service. The User may prohibit the use of cookies or remove cookies from the browser settings. However, cookies are important part of how the Service works, so limiting the use of cookies may affect the functionality of the Service.

Station uses third party cookies for various purposes. We may use third party cookies for statistical purposes to compile anonymous, aggregated statistics, such as to estimate number of Users and detect which parts of the Service Users find most useful, and identify features that could be improved. For such purposes, we use third party cookies, such as Google Analytics, to help analyze how our Users use the Service. The technical usage information (including IP address) generated by the cookie about use of the Service is transmitted to such third parties to compile statistical reports.

Station may also use third party cookies for marketing purposes to collect information about Users' browsing habits and to remember visits in order to make advertising more relevant to that User and to his or her interests. These cookies are usually placed by third party advertising networks and social media providers, such as Doubleclick, Google Adwords and Twitter.

Children's Privacy

Our Service does not address anyone under the age of 18 ("Children"). We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your child has provided us with personal data, please contact us at legal@stationapp.com. If we become aware that we have collected personal data from children, we take steps to remove that information from our servers. Note that such removal does not ensure that the posted content or information will be completely or comprehensively deleted.

Security

We have implemented commercially reasonable precautions to protect the information we collect from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our efforts, no data security measures can guarantee 100% security. You should take steps to protect against unauthorized access to your account, phone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.

Notice under California Consumer Privacy Act

As a California resident, you have certain rights under the California Consumer Privacy Act (CCPA), including the right to request us to: (a) Disclose the categories of personal information that we have collected on you (if any); the categories of sources from which the personal information is collected; the business or commercial purpose for collecting or selling personal information; and the categories of third parties with whom we share your personal information; OMM_US:78474120.1 (b) Disclose the specific pieces of personal information that we have collected on you (if any); and (c) Delete personal information we have collected on you (if you satisfy the conditions set out in the CCPA). In order to submit a request, we will need to verify your identity. Please note that following your verified request, we will send you your personal information via email. (Any response to your request, including any personal information, may be sent as an encrypted file.) Please note that once you have submitted a request, we will send you a receipt, acknowledging your request, within 10 business days. If, for some reason, you do not receive such a receipt within 10 business days of your submitted request, please send us an email as an error may have occurred. We will process and respond to your request within 45 calendar days after it is received (in some cases, as is allowed under the CCPA, this process may be extended by an additional 45-90 calendar days). Please note, that regarding requests to know under subsections (a) and (b) above, you may only make two requests in a 12-month period, and the information provided need only cover the 12-month period prior to your request. You have the right to designate an agent to exercise these rights on your behalf. We may require proof that you have designated the authorized agent to act on your behalf and to verify your identity directly with us. Please contact us at legal@stationapp.com for more information if you wish to submit a request through an authorized agent. We hereby inform you that if you exercise any of your rights under the CCPA, we may not deny you goods or services for that reason, or subject you to different prices than those paid by other consumers, unless provided otherwise under the CCPA, Federal, or State law.

Legal Basis for Processing Personal Data Under General Data Protection Regulation (GDPR)

If you are from the European Economic Area (EEA), Station’s legal basis for collecting and using the personal information described in this Policy depends on the data we collect and the specific context in which we collect it.

Station may process your personal data for the following reasons:

  • To provide the Service
  • You have given us permission to do so
  • The processing is in our legitimate interests and it's not overridden by your rights
  • For payment processing purposes
  • To comply with the law

Your Data Protection Rights Under General Data Protection Regulation (GDPR)

If you are a resident of the European Economic Area (EEA), you have certain data protection rights. Station aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data.

If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please email legal@stationapp.com.

In certain circumstances, you have the following data protection rights:

  • The right to access, update or to delete the information we have on you.
  • The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
  • The right to object. You have the right to object to our processing of your personal data.
  • The right of restriction. You have the right to request that we restrict the processing of your personal information.
  • The right to data portability. You have the right to be provided with a copy of your personal data in a structured, machine-readable and commonly used format.
  • The right to withdraw consent. You also have the right to withdraw your consent at any time where Station relied on your consent to process your personal information.

Please note that we may ask you to verify your identity before responding to such requests.

You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).

Changes to this policy

We can change this Policy at any time. If a change is material, we’ll let you know before it takes effect. By using the Service after that effective date, you agree to the new Terms. If you don’t agree to them, you should contact Station at legal@stationapp.com with the request to delete your account before they take effect, otherwise your use of the Service will be subject to the new Policy.

Managing and deleting your personal information

If you have a Station account, you can access and modify your personal information by visiting Stationapp.com. To delete your account, you should contact Station at support@stationapp.com. If you request to delete your account, your information and content will be unrecoverable after that time. We may withhold personal information that you request to the extent permitted by law.

Your rights

As an individual you are granted rights according to the applicable data protection law: the right to access to your personal data, the right to rectification of your personal data, the right to object to and restriction of our processing of your personal data and the right to data portability. To exercise your rights or if you otherwise have any questions regarding our processing of your personal data, we encourage you to contact us as described below. However, we also notify you that you may complain to a data protection authority.

For any questions about this privacy policy, please contact legal@stationapp.com.

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