DRIVER PROGRAM TERMS OF SERVICE AGREEMENT
Last updated on March 26, 2021
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS” INCLUDING GENERAL WEBSITE TERMS) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER WWW.STICKR.CO OR OTHER OF OUR SITES WHICH LINK TO THESE TERMS.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTION 21). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 20 . THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
1. General
This Driver Program Terms Of Service Agreement (the “Driver Terms” or “Agreement”) serves as a binding legal contract between Stickr LLC, a Delaware limited liability company (“Stickr,” “we”, “us”, or “our”) and you (“you”, “your” or “user”) regarding your participation in the Stickr Driver Program (the “Driver Program”). Because you must use our website, Stickr.co (the “Site”) to participate in the Driver Program, you are required to agree to our General Terms, which include our Privacy Policy, in addition to these Driver Terms. By registering to participate in the Driver Program, you are agreeing to these Driver Terms and our General Terms (collectively “All Terms” or “Terms”), which are incorporated as part of this Agreement. You must carefully read and agree to All Terms before registering. If you do not agree to any of these Terms, you are prohibited from participating in the Driver Program and you may be completely prohibited from using this Site for any purpose.
We may update any Terms or All Terms at any time without specific notice to you. However, you will be required to reread All Terms each month you verify your decal installation. The date of the last modification to each set of Terms will be posted at the top of each set of Terms.
2.Your Obligations After Registration; Compensation
By completing your registration to participate in the Driver Program, you acknowledge, agree, warrant and represent as follows:
The Driver Program is not a job and should not be considered a form of employment. You will not be earning an income that would allow you to support yourself. You could potentially earn upwards of $1,200 in cash and gift cards (total combined value) by participating for a year. It is important to note that when we use the term “compensation,” we are referring to both money and gift cards combined.
You will pay a monthly membership fee of $9.99; however, every month you verify proper installation of the decal, you will be rebated the $9.99 you paid, making membership totally FREE.
You will properly install the decal within 30 days of receiving it.
Your decal will be shipped within 24 hours of completing your registration, unless that day falls on a weekend or holiday, in which case your decal will be shipped the next business day. There are times when shipments may become delayed due to unforeseen circumstances, in which case the decal will be shipped at the next available date.
You will install the decal properly, ensuring that the decal is centered and straight on the outside of your rear window unless otherwise stated for your specific campaign. (See Example)
[EXAMPLE]:
If you fail to install the decal properly, you will be required to order a replacement decal from us at your own expense (at a likely cost of $10, plus shipping) and correctly install the decal. This does not apply for participants who have elected to pay the one-time fee of $19.95 for our Premium Membership, which provides replacement decals free of charge.
Within 30 days of receiving the decal, you will verify proper installation of the decal by submitting through our Site (Click "Verify Decal Installation") a photo of the decal on your vehicle. The day we approve your photo verification is the day that your campaign officially begins.
You will forfeit all compensation if you fail to follow any of these steps for any reason. You will not make excuses or otherwise ask us to make an exception for you.
By participating in the Driver Program, you will not be in violation of any regulations, laws, property rights, or other legal obligations applicable to you. You are prohibited from participating in the Driver Program if your participation would violate any regulations, laws, property rights, or other legal obligations applicable to you.
You will comply with all applicable local, state, and federal laws. It is your sole responsibility to ensure that your participation in the Driver Program does not violate any regulations, laws, property rights, or other legal obligations applicable to you.
Drivers earn compensation as follows:
Each campaign starts to earn money on the first day of each month and continues to earn money until the last day of the month.
All money that is earned from all driver advertising from all campaigns is combined into a pool.
We DO NOT report – at any point – the amount of revenue generated each month, whether through all campaigns or any individual campaign. This policy is in place to ease the administrative burden on Stickr and/or its related companies, among other reasons. Many of Stickr’s related companies/brands/campaigns (i.e., companies that share a common owner with Stickr) are the businesses who are advertising through Stickr. Revenue earned for the shared revenue pool may include revenue generated from the main advertisement, revenue generated from any co-branding on the decal (including revenue earned by Stickr), as well as any additional revenue generated by the campaigns that may or may not be able to be tied directly to a tracked sale or influence. In some cases, drivers themselves may sign up for a product or service as advertised on their car or another driver’s car in the network, in which case this additional revenue will be included in the revenue pool to be divided among all eligible drivers.
It is our hope that the way Stickr pools revenue and divides earnings among drivers will change as Stickr is able to service more businesses. However, it is uncertain if and when this will happen. To date, most campaigns are for brands created or incubated by Stickr out of publicly available affiliate programs. These brands exist only as advertised using Stickr decals. As a result, the earnings can be tracked to a certain campaign accordingly.
You will verify participation in the applicable campaign at the beginning of the next month. Each month, you must submit a new photo to Stickr.co showing that the decal is still installed properly on the vehicle at the start of the next month. This photo submission MUST be received no earlier than 12:00 am (Mountain Time) on the 1st day of the month and no later than 12:00 pm (Mountain Time) on the 2nd day of the month. Any photo submissions received after Noon on the 2nd day of the month (Mountain Time) will not be accepted and you will forfeit all earnings and compensation including any membership rebates for that month. NO EXCEPTIONS.
Between the third and fifth day of each month, the earnings pool is calculated and divided among the eligible drivers and payment is made via Paypal.
Example Part One:
Let's say a new driver signs on January 6th. The decal arrives on the 10th of January and the driver installs the decal properly 5 days later on the 15th and sends proof via an emailed photo. Driver leaves the decal installed and the month ends. On the 1st day of February, the driver submits the photo of their decal still installed on their vehicle making them eligible to share in the pooled revenue from January. However, the driver’s share will be limited to half of full share because of when driver started participating on the 15th. In other words, when drivers first start participating, they will receive a pro rata portion of a normal share for participating for less than a full month. It is important to note that partial participation is only permitted one time when a driver first starts.
Continuing with the example -- February 3rd through the 5th, all campaign earnings from January are totaled and divided up among all drivers who timely verified their decal photo in January. February 5th, all earnings are sent to eligible drivers. In this example, you can see why drivers will forfeit earnings if they fail to verify installation of the decal by Noon on the 2nd day of the month because the money will already have been divided up and dispersed. Again, NO EXCEPTIONS!!
Example Part Two:
During the month of January, a total of $500 was generated from all drivers for all campaigns and is the total amount of the revenue pool. Between February 1st and Noon on February 2nd, 50 drivers submit their verification photos making them eligible to receive their share of the $500 earnings. For the sake of simplicity, we'll now assume that 49 of the 50 verified drivers all installed their decal before December 1st making them eligible to receive in January their full share of the earnings. One driver (from part one of this example) installed the decal on the 15th of January so instead of receiving his full portion of the revenue share, he will receive half (the prorated amount for the days the decal was installed).
Example Part Three:
With $500 in the shared revenue pool and 50 eligible drivers, each driver earns $10. However, because 1 of the 50 drivers didn't drive for the entire month (only half of the month), their portion is prorated so instead of receiving $10, they receive only $5. The remaining $5 dollars is then divided up between the other 49 drivers ($5 / 49 = 10 cents). 49 drivers will receive $10.10 each ($10 + .10 cents from prorated amount that was divided up) while one driver will receive $5. All earnings are paid out on the 3rd of each month for the month previous. It should be noted that these examples do not include or illustrate any bonus programs that we may offer, which, for example, may allow a driver to be counted twice or more as a result of using multiple decals or other means provided by Stickr to drivers.
3. Earnings and Compensation Disclaimer
It is important to note that when we use the term “compensation,” we are referring to both money and gift cards combined. All examples concerning compensation are simply examples, and, unless we specifically and expressly state otherwise, we do not (1) guarantee that you will earn any money or compensation now or in the future; or (2) promise or represent that you will make a certain amount of money or compensation, any money or compensation, or not lose money as a result of participating in the Stickr Driver Program or anything else we offer on this Site.
4. Compensation by Gift Card
Each driver who elects to participate in a campaign that offers a gift card as compensation, in whole or part, will (presuming the driver remains eligible) receive a gift card to Restaurant.com. The gift card amount may vary depending on the campaign or terms. Gift card compensation is not offered as anything other than a gift card through Restaurant.com. We do not use any other type of gift card as compensation. By agreeing to the terms of a campaign as published on the Site, drivers are agreeing to receive a gift card for Restaurant.com. Any applicable gift card will be made available to the driver after decal installation has been verified for the month during a campaign. Gift cards are sent to each applicable driver via email to the email address provided at signup or via the driver’s online dashboard (or both). Gift cards are not sent via mail and are not physical gift cards; they are digital gift cards redeemable with a unique code through Restaurant.com. Gift cards must be redeemed within 60 days of receipt or they may be forfeited without notification or warning. The face value of any gift card provided will be considered and counted as compensation for driver earnings.
Redeeming your Restaurant.com Gift Cards
Only one gift card can be redeemed at a time. Once a gift card is successfully redeemed and added to your restaurant.com account, you can redeem the next gift card. For any questions, please email hello@stickr.co. Do NOT contact restaurant.com if you have any issues with your gift card, they will direct you to us.
Redeem Instructions:
To request a gift card, login to your driver profile and click the button that says "Request New Gift Card," then “Click Here” in the “Redeem URL” column. The URL is ONLY available for 24 hours. If you do not redeem the gift card within 24 hours after doing this your gift card will reset to "Not Requested" and you will have to request it again.
After you click “Click Here,” the gift card should have opened up in a new tab. On the gift card, click "Redeem" to be redirected to the restaurant.com page.
On that page, you see $25 in the upper righthand corner and an area for you to enter your zip code. Enter your zip code and click "Search".
Now you can see a list of the restaurants that accept restaurant.com, simply select the certificate you want. From there, all you have to do is click the desired certificate amount ($10 or $25) and click "sign in". This will direct you to a sign in/ create an account page. Follow the steps to either sign in or create an account and the certificate you selected will be redeemed to that account!
Once your gift card amount is BELOW $25, you can request the next gift card. Repeat the instructions above to request a new card!
5. Compensation by Cash Earnings
Cash earnings are made available to drivers who have properly verified their participation in a valid campaign as explained above. Cash earnings are loaded into each driver’s virtual wallet located on their individual profile on our system. If earnings are not cashed out by a driver and are left in the driver’s virtual wallet for more than 60 days, Stickr reserves the right to expire those earnings without previous notification or warning. If Stickr expires any earnings, the driver will forfeit the right to those earnings and/or any type of reimbursement for those earnings including any rebates. To avoid forfeiting any cash earnings, reimbursement or rebates, we recommend that drivers cash out their earnings within 60 days of receipt.
6. Refund and Return Policy
If, for any reason, you are unsatisfied with the Stickr Driver Program, you are eligible to be refunded the fees you paid to us within the last 30 days of your written request for a refund. To request a refund, you must email your request to us at hello@stickr.co using the email address that you used to register, along with your name, address, phone number and reason for your request. A Stickr representative may wish to speak with you before your refund is processed. Please note that you cannot be refunded for fees that were already rebated to you. Refunds can only be processed in the same form of payment originally used for the purchase and may take up to 10 business days to be deposited into your original account. If you were sent a decal, and have not used the decal, we may ask that you return the decal, in which case we will cover the cost of shipping. If you purchased a replacement decal, and are not satisfied with your purchase, you may return the unused decal within 30 days from the date of purchase for a full refund of the purchase price (including shipping); however, in your email to us, please note that you are seeking to return a decal for a full refund and we will provide you with further instructions for the return.
7. Subscription Membership Terms; Automatic Payment; Cancellation; Early Termination ; Uninstalled Decal
You agree to pay Stickr a monthly membership fee of $9.99 until your membership is cancelled. The monthly fee will be automatically charged on the same day of each month that you completed your membership registration. You many cancel your membership at any time and for any reason by sending notice via email to Stick at hello@stickr.co. We reserve the right to cancel your membership at any time and for any reason. If we elect to cancel your membership, we will notify you through the email address linked to your driver profile, unless membership is terminated for payment reasons, in which we are not required to provide you with any notice. Any notice of cancelation will be effective upon being sent; however, YOU MUST PROVIDE NOTICE OF CANCELLATION AT LEAST TEN (10) DAYS BEFORE THE FIRST DAY OF YOUR NEXT SUBSCRIPTION MONTH TO AVOID BEING CHARGED THE MEMBERSHIP FEE.
You are responsible for paying all sums due to Stickr as required by these Terms. The first fee payable is due at the time you register as a member in the Driver Program. Your registration in the Driver Program is not complete until payment of the initial monthly membership fee is paid. Your ability to participate in the Driver Program is conditioned upon your compliance with All Terms, which includes successfully setting up autopayment for the monthly membership fee and timely making payment when due.
Every calendar month, on the same day that you completed your registration (the “Enrollment Date”), your account will be charged the monthly membership fee, plus any applicable tax, for your membership for the following month, together with any other fees due for the following month, plus any previously accumulated charges (collectively, “Fees”). Your failure to actively participate in the Driver Program does not relieve you of your payment obligations under these Driver Terms.
The Fees may be paid by credit card or debit card, and you expressly authorize us to charge the card you provided for all Fees, including the monthly membership fee, on a recurring basis on the Enrollment Date. Payment information will be collected and stored by a third-party provider. Other than the last four digits and the expiration date of the card used to make payment, we do not store any banking information. All banking information is stored with our third-party payment processor. As a result, you are responsible for reviewing, agreeing and complying with any obligations, terms or policies required by such third-party. We assume no liability and make no representations or warranties concerning any third-party payment processor.
We reserve the right to immediately terminate your membership in the Driver Program without notice for failure to pay any Fees when payment is due. Termination of your membership in no way relieves or excuses you from any payment obligations owed under these Driver Terms.
Uninstalled Decals: Some campaigns may be $0.00 to begin and therefore not be changed a monthly membership fee. In campaigns where a membership fee is not changed to the driver there will be an Uninstalled decal fee where Stickr will charge a driver $25 if they sign up for one of these types of campaigns and fail to properly install their decal within 30 days.
Likewise, these same campaigns that do not have a monthly membership fee also come with an early termination agreement. If the driver accepts one of these campaigns but fails to fulfill the advertising requirement throughout the entire duration of the campaign Stickr may charge the driver an Early Termination Fee which is used to cover the cost of the decal, shipping and replacement of the driver on the campaign.
8. Shipping Fees
Unless expressly stated otherwise, we reserve the right charge you for any applicable shipping and handling fees when sending you any physical product. We will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed and verified order. Accurate shipping address and phone number information is required. Although we may provide delivery or shipment timeframes or dates, such dates are only estimates and are subject to change. If your order will be delayed, we may attempt to contact you at the e-mail address you provided. If we are unable to contact you or you would like to cancel your order, we will cancel the order and refund the full amount charged. We shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery. The risk of loss and title for such items pass to you upon our delivery to any third-party carrier.
9. Service Fees
We reserve the right to charge new members a one-time service fee, which may range between $1 and $5, at the time of membership enrollment. This fee allows us to defray the administrative and other costs associated with introducing new members into the Driver Program. This fee is not hidden and will always be visible you as a line item on the order summary page BEFORE checkout.
10. Minimum Age Required
You must be at least 18 years of age to participate in the Stickr Driver Program.
11. Compliance with Local and State Laws; Disclaimer
Stickr does not endorse, suggest the use of, or support the use of decal or window sticker advertisements for drivers in states that may have specific laws governing decal/ window sticker size and placement, or completely prohibit window stickers. It is your sole responsibility to first check the local and state laws applicable to you before putting a decal on your car. Stickr is not liable or responsible for any driver who places a decal on a vehicle in violation of any applicable law. Simply because Stickr ships a decal to a driver in a certain state, this does not mean that Stickr has verified that the driver’s participation in the Driver Program would not violate any applicable law. Laws change frequently in all 50 states. Unfortunately, we simply do not have the resources or ability to keep abreast of every local and state law across the nation concerning decal restrictions on vehicles.
It is your sole responsibility to ensure that your participation in the Driver Program does not violate any regulations, laws, property rights, or other legal obligations applicable to you. You are prohibited from participating in the Driver Program if your participation would violate any regulations, laws, property rights, or other legal obligations applicable to you.
12. Decal Risks; Disclaimer
After applying the decal, we recommend that you allow the decal to properly dry and then clean the entire window to ensure maximum visibility. The material Stickr uses for the decal advertisements is a perforated, one-way vision vinyl material designed for the rear window of the vehicle. The material is typically 50/50 rated, which means it should be nearly see through from the inside of the vehicle. However, this may not be the case, and it is each driver’s sole responsibility to ensure that the vehicle can be operated safely, with adequate visibility. Some drivers may experience reduced, limited or zero visibility through the vinyl material, particularly when adverse weather conditions occur, such as rain or snow. The operation of a vehicle without sufficient visibility may cause serious bodily injury or death.
By participating in the Driver Program, you agree, warrant and represent that (1) you assume any and all risks associated with the vehicle’s operation with any and all decals; (2) Stickr makes no representations or warranties as to whether any vehicle will be safe to operate with any decal provided by Stickr, and STICKR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; (3) you are solely responsible for determining whether your vehicle may be operated with any decal we provide to you; (4) neither Stickr, nor its owners, officers, or employees will be liable to you or any third party for any injury, damage, loss, or harm related to the use of, or operation of a vehicle containing, any decal provided by Stickr; and (5) you will defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon the operation of a vehicle with any Stickr decal, your use of any Stickr Decal, your participation in the Driver Program, or your breach of any of our Terms.
13. Commercial Auto Insurance; Disclaimer
It is your responsibility to determine if (1) you need or should purchase commercial auto insurance, and (2) you are required to do so by law in your state as a result of your participation in the Driver Program. Stickr makes no representations as to whether commercial auto insurance is needed, required or recommended in any state.
14. Testimonials, Reviews, and Pictures/Videos
Stickr is pleased to hear from its participants. If you provide us with a testimonial or review, which may or may not include pictures or video, you agree, represent and warrant as follows:
You hereby irrevocably and permanently grant, assign and convey to Stickr, its employees, officers, agents, assigns, owners, attorneys, or insurers (the “Released Parties”) the exclusive right to use, broadcast, distribute, and exhibit in any form now or later developed, including publications for promotion on website entries and social media sites (collectively “Publications”), your name, likeness, image, photograph, voice, and video as related to and in conjunction with any testimonial or review that you provide to Stickr, as well as the text of the review or testimonial itself (collectively “Materials”);
You irrevocably and permanently WAIVE ANY RIGHT TO ROYALTIES OR OTHER COMPENSATION arising from or related to the use of the Materials;
You irrevocably and permanently authorize the Released Parties to edit, alter, copy, exhibit, publish, and/or distribute all Materials for any and all purposes, including the purpose of promoting Stickr and/or its goods or services;
You irrevocably and permanently WAIVE FINAL RIGHT OF APPROVAL pending publication of any Materials; and,
You hereby acknowledge and agree that the Released Parties will be the exclusive owner of all rights, title, and interest, including copyrights, in any and all Materials, whether or not published.
15. Disclaimer of Warranties
WE DO NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE SITE, OR ANY WEBSITE LINKED TO THE SITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE, ANY INFORMATION ON THIS SITE AND/OR ANY SERVICES PROVIDED THROUGH THIS SITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE SITE OR ANY SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SITE, PRODUCTS, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA, SERVICE OR PRODUCT WILL BE FREE FROM DEFECTS OR RELIABLE; (D) ERRORS OR DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED; AND (F) THE SITE OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Unless specifically and expressly stated otherwise, WE PROVIDE ANY AND ALL ITEMS, INFORMATION, SERVICES AND PRODUCTS ON AN “AS IS” BASIS AND GRANT NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
16. Limitation of Liability and Release
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, NOR OUR OWNERS, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE SITE, OR ANY PRODUCTS OR SERVICES, REGARDLESS IF CAUSED BY OUR NEGLIGENCE OR GROSS NEGLIGENCE AND REGARDLESS OF THE FORM OF ACTION, THE BASIS OF THE CLAIM, OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, OR ATTORNEYS FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
THE TOTAL AGGREGATE LIABILITY OF STICKR UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO STICKR UNDER THIS AGREEMENT. IN JURISDICTIONS WHERE LIMITATIONS ARE PROHIBITED, THE MAXIMUM DAMAGES SHALL NOT EXCEED THE STATUTORY LIMIT.
IF YOU ARE A CALIFORNIA RESIDENT THEN BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
17. Indemnity
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon your breach of any of these Terms, your use of the Site, and/or your participation in the Driver Program. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement that may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and upon notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding obligation to defend will end; however, your duty to indemnify shall continue.
18. Governing Law
This Agreement shall be governed in accordance with the laws of the State of Utah, USA, notwithstanding any conflict-of-law provisions to the contrary.
19. Waiver of Jury Trial
You hereby irrevocably waive your right to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter.
20. Jurisdiction; Disputes; Arbitration
With the exception of Stickr’s claims against you relating to intellectual property or injunctive relief, all disputes and claims relating to these Terms or any other agreement entered into between the parties, the rights and obligations of the parties, or any other claims or causes of action relating to the making, interpretation, or performance of either party under this Agreement, shall be settled by arbitration in Salt Lake City, Utah, in accordance with the Federal Arbitration Act and the Arbitration Rules of the American Arbitration Association (“AAA”). Once a written demand for arbitration is made by a party, the other party shall respond to the demand within ten (10) business days; failure to respond will permit the demanding party to seek resolution through the applicable courts located Salt Lake City, Utah. However, in the event the non-responding party attempts to subsequently participate in the court litigation, the demanding party, at its election, may compel the matter to be arbitrated in accordance with these Terms. To the extend a party attempts to contest the enforceability of this arbitration provision, arbitrability will be decided by the arbitrator, and the parties hereby waive any statutes that appear to state that a party may contest arbitrability based upon grounds available in law or in equity for the revocation of any contract. Neither party shall pursue class claims and/or consolidate the arbitration with any other proceeding to which Stickr is a party. Each party must bear its own costs of arbitration; provided, however, that all arbitration fees shall be initially shared equally by the parties. Any failure to equally share arbitration fees prior to the issuance of an arbitration award shall be considered a default and shall permit the non-defaulting party to move for judgment by default, which shall be awarded unless the default is cured within five (5) business days. The arbitrator’s award shall include all arbitration fees, costs and attorneys’ fees for the prevailing party. The arbitrators shall have no authority to amend or modify these Terms. Judgment upon the award of the arbitrator shall be submitted for confirmation to the United States District Court for the District of Utah and, if confirmed, may be subsequently entered in any court having competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of these Terms.
Notwithstanding the foregoing, Stickr’s claims against you relating to intellectual property or injunctive relief may be litigated in the applicable courts located in Salt Lake City, Utah, and the parties expressly waive any objections to such jurisdiction and venue and irrevocably consent and submit to the personal and subject matter jurisdiction of such court in any action or proceeding. In the event you participate in the court litigation by asserting any defense and/or claim, Stickr, at its election and while continuing to seek injunctive relief from the Court, may compel all other matters, not pertaining to Stickr’s pursuit of injunctive relief against you, to be arbitrated in accordance with these Terms. These Terms and/or any court order or judgment arising out of or related hereto shall be enforceable in every state and worldwide. Furthermore, you specifically agree, warrant and represent that neither these Terms nor any performance hereunder in any way constitutes the conducting of business by Stickr in any location other than Salt Lake City, Utah, and indeed agree that Stickr is not carrying on business in any jurisdiction other than the state of Utah.
YOU UNDERSTAND THAT YOU AND/OR YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
21. Class Action Waiver
You hereby agree to waive any class action proceeding or counterclaim against Stickr, its affiliates, successors or assigns, whether at law or equity, regardless of which party brings suit. This waiver shall apply to any matter whatsoever between the parties hereto which arises out of or is related in any way to these Terms or your use of the Site.
22. Our Non-exclusive Remedies
In the event of a breach or threatened breach by you of any of these Terms pertaining to intellectual property or unauthorized use of the Site, you hereby consent and agree that Stickr shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Upon the issuance of any injunctive relief, Stickr shall be entitled to recover from you, as part of the its costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).
23. Attorneys’ Fees and Costs
If any arbitration, proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of these Terms, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and/or arbitrator, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).
24. Assignability
This Agreement is personal to you and you may not assign this Agreement or the rights and obligations hereunder to any third party. However, Stickr may assign its rights under this Agreement at any time, without notice to you.
25. Waiver
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
26. Severability; Construction
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction and/or arbitrator such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. The language in all parts of this Agreement will be construed as a whole according to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments hereto.
27. Survival of Terms
Any provision of this Agreement which by its nature may survive the termination of this Agreement shall survive such termination, including, but not limited to, the provisions herein pertaining to indemnity, intellectual property rights, waiver or limitations of liability.
28. Limitation on Actions
You agree that any claim or defense arising out of or related to the use of the Site, or otherwise relating to these Terms, must be brought or asserted by you within one (1) year after the action or inaction occurred that gave rise to such claim or defense or will be forever barred, regardless of any statute of limitations, time of discovery statute or rule, savings statute, tolling statute or doctrine, equitable doctrine, or other theory that may be used to extend the time in which a claim or defense can be asserted. This limitation provision shall not apply to Stickr’s claims or defenses asserted against you and/or any related third-party.
29. Force Majeure
Stickr shall not be responsible for, or be considered in breach or default of this Agreement, on account of any failure to perform or delay in the performance of any obligation hereunder caused by the death or disability of a member of Stickr, an act of God, fire, war, act of terrorism, insurrection, riot, labor disturbance (including strike and lockout), equipment malfunction, computer hacker, cut wire or fiber, governmental regulation or interference or other events not within the reasonable control of Stickr, regardless of whether such events or interference could or should have been foreseeable.
30. Electronic Signature
You agree that we may communicate electronically (such as through email or your driver profile) with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. Documents executed and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Agreement, any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act ("E-Sign Act"), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act ("UETA") and any applicable state law. You agree that any document electronically accepted, executed or agreed to will be binding on each party as if it were physically executed.
31. Your Additional Representations and Warranties
You hereby further represent and warrant that: (1) you are at least eighteen years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) you have the legal right to enter into this Agreement and legally perform all actions contemplated by this Agreement, whether or not those actions are expressed or implied; (3) you have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) you will not re-sell, re-distribute, or export any product or service that you obtain from us or through the Site. You further represent that Stickr has the right to rely upon all information you provide to Stickr, and Stickr may contact you and/or your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Site.
32. Contact
Any inquires or concerns should be sent to hello@stickr.co.