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Terms of Service

Stream Technologies, Inc.

Version 1.0 — Effective February 23, 2026

These Terms of Service apply to everyone who creates or uses an account at www.getstream.co. They govern access to and use of the Services. Please read them carefully.

1. Introduction and Binding Agreement

1.1. www.getstream.co and the services offered on it are operated by Stream Technologies Inc., a Delaware corporation. These Terms of Service form a binding agreement with Stream, as explained below.

1.2. BY ACCEPTING THESE TERMS OF SERVICE BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE, OR (3) CREATING AN ACCOUNT:

  • 1.2.1. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, AND THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
  • 1.2.2. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IS ACTING IN THEIR PERSONAL CAPACITY, THEN THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND IS NOT PERMITTED TO AND HAS NO RIGHT TO USE THE SERVICES OR TO CREATE AN ACCOUNT.

1.3. If there is a mutually executed Stream Order that applies to Customer, then the terms of that Stream Order establish the binding legal commitment between Customer and Stream. If there is no such Stream Order (or such an Order is silent on the governing terms), then these Terms of Service govern upon creation of an account at the Website by Customer, and these Terms of Service form the binding legal commitment between Customer and Stream.

1.4. If anyone is visiting the Website and does not have or use an account, then Stream’s Website Visitor Terms apply.

1.5. If any of the following apply at any time, then Stream does not grant any usage rights of any kind, and Customer must immediately stop using any account and the Services:

  • 1.5.1. Customer does not agree or cannot be bound by these Terms of Service,
  • 1.5.2. Customer is not organized and in good standing in a state of the United States, and Customer’s core operations are directly related to the healthcare industry in the United States, or
  • 1.5.3. Any provisions of these Terms of Service are not enforceable under the laws that apply to Customer.

1.6. By creating an account, accessing or using the Services, Customer is deemed to have read, understand and agreed to be bound by these Terms of Service.

2. Questions

If Customer has any questions about these Terms of Service, please contact Stream using the channels on the Website, and/or as indicated in the notice provisions in these Terms of Service.

3. Definitions

The following definitions apply in these Terms of Service:

3.1. “Stream” means Stream Technologies, Inc., a company incorporated and registered in Delaware, and includes all Affiliates of Stream.

3.2. “Account” means any account created on the Website by Customer, a representative of Customer, or a User of Customer.

3.3. “Affiliate” means in respect of a party, any entity that from time-to-time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party, and any other entity agreed in writing by the parties as being an Affiliate in respect of either party.

3.4. Confidentiality Definitions:

  • 3.4.1. “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the conclusion of these Terms of Service by or on behalf of the Discloser to the Recipient in writing, orally, through visual means, or by the Recipient’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the conclusion of these Terms of Service owned or controlled by the Discloser. Confidential Information shall also include any information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed.
  • 3.4.2. “Discloser” means a party disclosing its Confidential Information to the Recipient.
  • 3.4.3. “Recipient” means a party receiving Confidential Information from the Discloser.

3.5. “Control” means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity.

3.6. “Customer” means the legal entity on whose behalf an individual who created an account at the Website is using the Services.

3.7. Data Definitions:

  • 3.7.1. “Aggregated Data” means data generated in the course of using the Services and Third-Party Services that is created and/or collected by Stream and anonymized and/or de-identified wherein the data does not identify any Customer or natural person.
  • 3.7.2. “Customer Data” means electronic data and information submitted by or for Customer to the Services through and for Customer’s use of the Services.
  • 3.7.3. “Data Privacy Laws” mean any and all US federal, state or local and international data privacy laws that are applicable to data properly uploaded in the course of the intended use of the Services.
  • 3.7.4. “Feedback” means any suggestions, comments, feedback, communications or the like with regard to the Website, the Services, Beta and Evaluation Offerings and/or as otherwise provided by Customer.
  • 3.7.5. “Forum Content” means any content made available by Customer on a Forum, including, but not limited to, text, photos, videos and other materials, information and data.
  • 3.7.6. “Stream Data” means any data that is not Customer Data or that is otherwise licensed to or provided to Stream by a third party who is retaining ownership rights to that data.
  • 3.7.7. “Personal Data” means personal data as defined under applicable Data Privacy Laws.
  • 3.7.8. “Personal Content” means personal and any non-Customer Data of a User.

3.8. “Dispute” means any dispute, including, but not limited to, claims arising out of or related to these Terms of Service, or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Services, 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 of Service.

3.9. “Effective Date” means the effective date specified in the beginning of these Terms of Service.

3.10. “Fees” mean the fees paid or payable by Customer as set forth in any Plan or in Other Agreements executed by Customer.

3.11. “Forum” means bulletin boards or comment threads, in-app chats, survey forms and other tools which enable Customer to access, upload or post comments and other information or materials for purposes of discussion, feedback, support, communicating errors of Beta and Evaluation Offerings and results of beta tests, and tools used for online or offline discussions and/or interviews with Customers.

3.12. “Stream Order” means an electronic or physical order form signed by Stream and by or on behalf of Customer.

3.13. “Stream Policies” mean the Privacy Policy and any other policy posted on the Legal Terms page of the Website which are incorporated by reference in these Terms.

3.14. “Intellectual Property Rights” mean (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions, continuations and renewals in relation to any such rights.

3.15. “IPR Claim” means any claim or action made or threatened by a third party against Customer that (i) arises directly and solely from use of the Services by Customer, (ii) is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, and (iii) asserts the infringement of the Intellectual Property Rights of that third party.

3.16. “Other Agreements” means any other agreements in addition to these Terms of Service that govern Customer’s use of specific aspects of the Services, such as (without limitation), agreements relating to other financing arrangements applicable to the Services.

3.17. “Plan” means each of the then-current free and/or fee-based subscriptions chosen by Customer pursuant to the applicable pricing page(s) on the Website, and/or pursuant to the applicable Stream Order. Any expired Plan (that has not been terminated as permitted in these Terms of Service) shall be replaced at its expiration with an applicable renewal Plan in accordance with these Terms of Service.

3.18. “Sanctions Regime” means all applicable laws and regulations with regards to anti-bribery, anti-corruption, prevention of money laundering and financing of terrorism, economic sanctions, export controls, import regulations and trade embargoes, (targeted) asset freeze and prohibition to make funds available, travel restrictions, prohibition to satisfy claims, financial measures and restrictions on a variety of financial markets and services, investment restrictions, directions to cease business and other restrictions, in particular, US (e.g. US Export Administration Regulations and other applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software outside the US).

3.19. Services Definitions:

  • 3.19.1. “Beta Offerings” mean Services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by Stream in order to test and evaluate them.
  • 3.19.2. “Add-on Services” mean an additional service offered by Stream as a separate and entirely optional offering to the Services that, if selected by Customer, (i) is an additional stand-alone service, that (ii) may be subject to additional Add-on Terms and Conditions and/or pricing.
  • 3.19.3. “Add-ons Terms and Conditions” mean any additional terms relating to an Add-on Service.
  • 3.19.4. “Evaluation Offerings” mean Services and/or features that are offered by Stream for the purposes of preliminary evaluation, internal evaluation, proof of concept, or similar purposes.
  • 3.19.5. “Services” mean the services made available by Stream from time-to-time through accounts created on the Website and under Plans, including Add-on Services, Beta Offerings and Evaluation Offerings. Services do not include Third-Party Services.

3.22. “Term” means the term from start to end dates of a Plan, as defined under Customer Account on the Website, by an applicable Stream Order or Other Agreements.

3.23. “Terms of Service” mean these Terms of Service.

3.24. “Third-Party Services” mean any software, tool or service offered by a third party, whether or not integrated into the Services.

3.25. “User” means, in the case of an individual accepting these Terms of Service on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Stream without charge, for whom a Service has been provisioned), and to whom a user identification and password has been supplied. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

3.26. “Website” means www.getstream.co.

4. Stream Services and Responsibilities

4.1 The Services

4.1.1. Grant of License. Solely for purposes intended by these Terms of Service, and subject to Customer’s compliance at all times with these Terms of Service and the Stream Policies, Stream grants to Customer a limited, non-exclusive, non-transferable, revocable and terminable license to use the Services as set forth in these Terms of Service and Customer’s applicable Plan(s).

4.1.2. Updates, Changes, New Features. Stream may update or otherwise change the Website and the Services (or any part thereof) from time-to-time in its sole discretion, provided, however, that Stream shall not materially reduce the scope of features of the Services during the current term of a Plan. Subject to Section 4.1.6, new, enhanced or additional features that Stream releases as part of the Services shall be subject to these Terms of Service.

4.1.4. Stream Add-on Services. Stream may offer Customer a choice of the use of Add-on Services. If any Add-on Services are or become subject to Add-on Terms and Conditions and/or separate or additional fees, charges or pricing, Stream shall provide Customer advance and clear notice, and a choice to opt-in prior to providing access and use of such Add-on Services.

4.1.6. Evaluation Offerings. Stream may make Evaluation Offerings available on an opt-in or other basis. If Customer uses Evaluation Offerings, Customer shall, at Stream’s request, provide Stream with information as to its evaluation of those offerings. Stream may impose and/or agree to terms and conditions on the use of Evaluation Offerings separate from or in addition to as set forth in this Section 4.1.6. Customer is permitted to use Evaluation Offerings solely at its own risk. Stream undertakes no obligations of any kind to make Evaluation Offerings available to any or all Customers. Stream may change, suspend or discontinue Evaluation Offerings at any time in its sole discretion, including that Stream may disable an Evaluation Offering after the expiration or termination of the evaluation period.

4.1.7. Beta Offerings. From time-to-time, Stream may make Beta Offerings available on an opt-in basis or other basis. Stream may grant Customer a limited, revocable, non-transferable and non-sublicensable license to access and use new features that are marked as Beta Offerings during a limited period of time for demonstration, testing, evaluation and feedback purposes. Beta Offerings may be unstable or incomplete, changed in backward-incompatible ways, have significant design issues and are not guaranteed to be released and generally available. If Customer uses any Beta Offerings, Customer shall, at Stream’s request:

  • (i) provide Stream with information as to any errors or defects found by Customer in the Beta Offering;
  • (ii) inform Stream of any suggested changes, modifications or improvements to the Beta Offering; and
  • (iii) provide Stream with all information and documentation necessary for Stream to evaluate the results of testing of the Beta Offerings (if the Beta Offerings are subject to tests).

Stream may impose and/or agree to terms and conditions on the use of Beta Offerings separate from or in addition to as set forth in this Section 4.1.7. Customer is permitted to use Beta Offerings solely at its own risk. Stream undertakes no obligations of any kind to make Beta Offerings available to any or all customers. The terms of this Section 4.1.7 supersede any conflicting terms and conditions in these Terms of Service. Stream may suspend or terminate the license granted for Beta Offerings at any time and for any or no reason and without notice. Stream will provide a notice when the provisions of these Terms of Service specific to Beta Offerings will no longer apply to the use of the Services, for example, if a beta version becomes production release.

4.1.8. As part of the Services, Stream may provide Customer with analysis or estimates. Any such information is illustrative and for informational purposes only. Stream bases any such analysis and estimates on certain assumptions, data and proprietary methodology.

4.2 Support

Stream may provide support for the Services as and to the extent expressly stated in a Plan’s description when Customer elects a Plan. As part of providing support to Customer or otherwise at the request of Customer, Stream may act at the instruction or by permission of Customer made by or through the Services. Stream shall not be in any way liable or responsible for such actions. Beta and Evaluation Offerings are not subject to any support obligations.

4.3 Forum

4.3.1. Stream may from time-to-time provide Forum(s) and related services on or through the Website or by other means, including, without limitation, bulletin boards, blogs or comment threads.

4.3.2. Stream may, in its sole discretion, remove any Forum and/or Forum Content at any time and for any reason.

4.3.3. Stream is under no obligation to oversee, monitor or moderate any Forum or Forum Content. Stream expressly excludes any liability for any loss or damage arising from the use of any Forum Content, whether the service is moderated or not. Stream takes no responsibility for, and does not expressly or implicitly endorse, any Forum Content.

5. Customer Eligibility, Rights and Obligations

5.1 Eligibility for an Account and Access to and Use of the Services

5.1.1. An Account is required for any use and access of the Services.

5.1.2. Accounts and the Services are intended solely for companies or legal entities with recurring revenues in or directly related to the healthcare industry, that are based in the United States, that are in good standing in each jurisdiction in which they are registered to conduct business and that are not otherwise barred from using the Services under applicable law. Without limitation on the foregoing, the Services are not intended for individuals.

5.1.3. The minimum eligibility requirements for creating an Account and accessing and using the Services are set forth in Section 1 above.

5.1.4. Additional registration and other Account sign-up and maintenance requirements are set forth below.

5.2 Customer Responsibilities

5.2.1. Customer will:

  • (a) be responsible for its Users’ compliance with this Agreement, Documentation and Customer’s Plans,
  • (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Third Party Tools with which Customer uses or accesses the Services,
  • (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Stream promptly of any such unauthorized access or use,
  • (d) use Services only in accordance with this Agreement, Documentation, and the Policies, Customer’s applicable Plan(s) and applicable laws and government regulations, and
  • (e) comply with terms of service of any Third Party Services with which Customer uses the Services.

5.2.2. Customer further commits to the following:

  • (a) by registering for Account, Customer certifies that Customer Data, including, but not limited to, registration data, is and will at all times be true, accurate, current and complete, and that Customer is in conformity with all Account requirements specified in these Terms of Service;
  • (b) Customer will have procured and at all times maintain all necessary consents from third parties for or related to Customer Data;
  • (c) provide such materials as Stream may request to establish and/or verify your authority to enter into binding agreements, your legal existence, good standing in any jurisdiction and eligibility to use the Services;
  • (d) maintain and cause to be maintained the security of its Users’ password and identification;
  • (e) promptly notify the Company regarding any material changes to information or circumstances that could affect its eligibility to continue to use the Services;
  • (f) be fully responsible for all use of its Account and for any actions of its Users in accessing and using the Services;
  • (g) not use the Services in any manner that violates applicable law and these Terms of Service, or that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services;
  • (h) Customer confirms that Customer will have and be responsible for the required external hardware, networking, SaaS services and software capabilities needed to use the Services; and
  • (i) Customer agrees to the terms and conditions regarding customer communications in Schedule 1.

5.3 Customer License

5.3.1. Customer hereby grants to Stream any and all license rights in Customer Data and any other rights of Customer in order for Stream to provide the Services for which the Customer is engaging under a Plan, including provision and operation of the Services as described in these Terms of Service.

5.3.2. Customer hereby grants (and shall have procured any license and consents needed in order to make this grant) such access as Stream may require to connect to any appropriate data sources in order to supply the Services to Customer, including (without limit) any third party service provider, bank, recurring revenue subscription software or payment processing services. Customer will provide, and shall procure that any such third party provides, Stream with all necessary cooperation in connection with the same. The supply of the Services by Stream is conditional upon such access and cooperation.

5.3.3. Customer may, from time to time, provide Stream with Feedback. Customer hereby grants to Stream a perpetual, irrevocable, worldwide, fully-paid up, sub-licensable, royalty free right and license to use and exploit all Feedback in connection with Stream’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Services.

5.4 Usage Restrictions

Customer will not:

  • (a) make any Service available to anyone other than Customer or its Users, or use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in a Plan,
  • (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering,
  • (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein,
  • (d) attempt to gain unauthorized access to any Service or its related systems or networks,
  • (e) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Stream intellectual property except as permitted under these Terms of Service,
  • (f) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof,
  • (g) frame or mirror any part of any Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, or
  • (h) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, or (3) copy any ideas, features, functions or graphics of the Service.

5.5 Customer Content

5.5.1. Customer is solely responsible for the accuracy, consents for use, legality and all other aspects of Customer Data.

5.5.2. Customer understands and agrees that Personal Content is prohibited. Users may not upload, post, message, publish, display, store or use the Services or an Account in any way or means for Personal Content, and Company may, but is not obligated to, review and delete or remove (without notice) any Personal Content in its sole discretion.

5.6 Partner Original Bank, Electronic Transactions and Disclosures

5.6.1. As part of doing business with us or with a partner originating bank (“Partner Bank”), Customer acknowledges and agrees that it is necessary to give Customer certain disclosures electronically, either via the Website or to Customer’s email address provided to us in Customer’s account.

5.6.2. Customer agrees to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to the use of the Services, including any advances Customer may request or receive, your account registration, your use of the Services, and the servicing of your advance, (each, a “Disclosure”), from us or a Partner Bank.

5.6.3. These Terms of Service inform Customer of your rights concerning Disclosures.

5.7 Customer Representations and Warranties

5.7.1. Customer represents that it has validly entered into this Agreement with the legal power to do so.

5.7.2. Customer represents and warrants that Customer has made all disclosures and obtained all consents required by the Privacy Act 1988 (Cth) (and any other applicable legislation with respect to personal information, including the GDPR, CCPA and CPRA) (Privacy Laws) in connection with any data Customer input or otherwise provide to Stream.

6. Payment Terms

6.1 Fees for Plans (other than those subject to an applicable Stream Order)

6.1.1. Information regarding Fees is available in dashboard on the Website.

6.1.2. Stream may from time-to-time and in its sole discretion offer temporary discounts and/or other offsets. Any such discounts and offsets shall be subject to any and all rules and requirements as posted, decided, revised and/or interpreted by Stream in its sole discretion.

6.2 Fees for Plans Subject to a Stream Order

6.2.1. Payment terms and Fees are as set forth in the applicable Stream Order.

6.2.2. Prices in Stream Orders are subject to increase upon notice provided to Customer not less than thirty (30) days prior to the renewal date of a Stream Order, or as otherwise agreed by the parties in a Stream Order.

6.3 Payment Terms

6.3.1. Approved Payment Methods. Unless otherwise indicated in an applicable Stream Order, a valid and approved payment method (as indicated by Stream) is required for paying any Fees. Customer authorizes Stream to collect all Fees due by way of such payment method provided by Customer in Customer’s account, or as otherwise indicated in a Stream Order.

6.3.2. Invoicing and Taxes. Stream will issue invoices as specified in Stream Orders, and as otherwise required in accordance with applicable laws. Customer is solely responsible for, and will pay all applicable sales, use, service, value-added, consumption or other taxes associated with any payment made to Stream.

6.3.3. Refunds. All amounts paid pursuant to a Plan are non-refundable, except solely in the event Customer terminates this Agreement in accordance with Section 7.3.3 below for uncured material breach by Stream in which case Stream shall provide a refund of a pro rata amount of any amounts paid by Customer to Stream solely for the unused (terminated) portion of the term of the Plan that has been terminated by Customer in accordance with this Section 6.3.3.

6.3.4. Fee Disputes. If Customer disputes any fees or taxes, Customer must act reasonably and in good faith and cooperate diligently with Stream to resolve the fee dispute. Customer must notify Stream in writing if Customer disputes any portion of any fees paid or payable by Customer pursuant to these Terms of Service. Customer must provide that written notice to Stream within fifteen (15) days of the date Stream issued the invoice to Customer for the amounts Customer intends to dispute. Stream shall not be required to provide access to the Services during any fee dispute.

7. Automatic Renewal, Termination, Survival

7.1 Term of a Plan

The term of a Plan shall be as set forth in the online terms for that Plan or in the applicable Stream Order.

7.2 Auto-Renew

Plans will automatically renew on the last day of the Term of the expiring Plan for a period equaling the Term of the then-current applicable Plan, unless:

  • (i) either party notifies the other party in writing at least thirty (30) days before the last day of the Term of the expiring Plan, in which case the Plan shall terminate upon the last day of the Term;
  • (ii) Customer’s access to the Services or its account(s), or the Plan or Customer’s rights under these Terms of Service are otherwise terminated in accordance with Section 7.3; or
  • (iii) the parties agreed otherwise in writing in a Stream Order.

If a Plan renews automatically, Customer authorizes Stream to collect the then-applicable Fee in accordance with Section 6.3 above.

7.3 Termination by Stream

7.3.1. Stream may terminate, suspend or limit Customer’s access to the Services, the Website or the Plan, including terminating Customer’s account, or unilaterally terminate any part of these Terms of Service, with or without cause, by giving not less than thirty (30) days’ written notice to Customer.

7.3.2. Stream may, at its option, suspend, limit or terminate Customer’s access to the Services, the Website or the Plan, including suspending access to or terminating Customer’s account, or unilaterally terminate any part of these Terms of Service, at any time with immediate effect without refunding or compensating Customer if:

  • (i) Customer fails to pay in accordance with Section 6.3 any amount due and owing to Stream;
  • (ii) Customer breaches or in any way fails to comply with these Terms of Service, provided that, Stream may, in its sole discretion, provide notice to Customer and an opportunity to cure the breach, that Stream deems remediable, within a period of thirty (30) days of the date of the notice;
  • (iii) Stream believes that Customer’s manner of using the Services is infringing or likely to infringe any laws, regulations, third party rights or the business interests of Stream; or
  • (iv) Stream believes that Customer’s manner of using the Services is in any way fraudulent or involving unethical activity, or threatens to implicate Stream in the foregoing.

7.3.3. Stream may immediately suspend or limit the access to the Services, including suspending Customer’s account, for the period of its investigation at any time with immediate effect without refunding or compensating Customer if Stream reasonably suspects that any of the circumstances listed in Section 7.3.2 may have arisen.

7.3.4. Stream may suspend, withdraw, discontinue all or any part of the Website or the Services for business and operational reasons, including for upgrades or maintenance. Stream shall use commercially reasonable efforts to provide advance notice of any material suspension, withdrawal or discontinuance.

7.3.5. Stream may suspend, limit or terminate Customer’s access to the Services, Website or the Plan, including suspending access to, or terminating Customer’s account, or unilaterally terminate any part of these Terms of Service at any time upon notice to Customer if Stream cannot, on a commercially reasonable basis, provide the Website or the Services to Customer or due to technical, operational or other reasons outside of Stream’s control.

7.3.6. If Stream has any reason to believe a Customer is subject to restrictions under the Sanctions Regimes, Stream has the right to terminate or limit applicable access to the Services or the Website, a Plan, or a Customer’s account, or unilaterally terminate any part of these Terms of Service at any time with immediate effect. Notwithstanding the foregoing, the obligation to conform to all Sanctions Regimes is the obligation of each Customer.

7.3.7. If Customer violates any of these Terms of Service, or otherwise violates an agreement between Customer and us, the Company may terminate your access and use of Services, and delete your account and any content or information that Customer has posted on the Services and/or prohibit Customer from using or accessing the Services (or any portion, aspect or feature of the Services), at any time in its sole discretion, with or without notice.

7.4 Termination by Customer

7.4.1. Customer may terminate these Terms of Service anytime for convenience. To do so, Customer must delete Customer’s account on the Website. The termination of these Terms of Service shall be effective on the date Customer deletes Customer’s account.

7.4.2. Customer may elect to change the Plan in accordance with the choice of Plans and the Plan change options made available by Stream. Any such Customer’s change of a Plan shall be effective commencing on the last day of the Term of the then-current applicable Plan, or as otherwise permitted or enabled by Stream.

7.4.3. Customer may terminate these Terms of Service in writing if Stream breaches these Terms of Service, and the breach is irremediable, or, if such breach is remediable, fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.

7.5 Effect of Termination

In the event of a termination of these Terms of Service, Customer shall immediately cease all use of and access to the Services.

7.6 Survival

The following sections shall survive termination: Section 1, Section 3, Section 4.1.2 (Ownership), Section 4.4.3 (Use of Aggregated Data), Section 4.4.4 (Disposal of Customer Data), Section 4.5 (Reporting Cooperation and Governmental Compliance), Section 4.6 (Forum), Section 5.3.2(i) (Forum and Forum Content), Section 5.4 (Responsibility for Employees, Contractors and other Contributors), Section 6.3 (Payment Terms), Section 7 (Automatic Renewal, Termination, Survival), Section 8 (Confidentiality), Section 10 (Warranty and Disclaimers), Section 11 (Limitation of Liability) and Section 12 (General Provisions).

8. Confidentiality

8.1. The Recipient shall protect all Confidential Information which the Discloser provides to it (whether orally, in writing or in any other form) using the same standards as the Recipient applies to its own comparable Confidential Information, and in no event less than a reasonable standard of care. The Recipient may only use Confidential Information for the purposes of and as authorized under these Terms of Service.

8.2. The Recipient will, except as additionally authorized by the Discloser in writing, limit access to Confidential Information of the Discloser:

  • (i) to those of its and its Affiliates’ owners, employees, agents and contractors who need that access for the purposes of exercising the party’s rights or carrying out its obligations specified in these Terms of Service; and
  • (ii) to those of its and its Affiliates’ financial, legal and other professional advisors (all under (i) and (ii) hereinafter referred to as “Permitted Third-Party Recipients”).

Recipient shall cause any such Permitted Third-Party Recipients to be obligated to confidentiality protections not materially less protective of the Confidential Information than those applicable to Recipient.

8.3. Subject to the provisions of these Terms of Service, advice of legal counsel, and applicable laws, upon request by the Discloser, the Recipient will return or destroy Discloser’s Confidential Information. Notwithstanding the foregoing, each party may retain copies or archived computer system backups in accordance with Recipient’s record retention policies established for the purpose of compliance with applicable laws, or to the extent required for the exercise of the party’s rights under these Terms of Service, provided that such party shall continue to treat any such materials as Confidential Information in accordance with these Terms of Service for so long as the same remain in its custody, possession or control.

8.4. The Recipient’s confidentiality obligations will not apply to information:

  • (i) already known to it at the time of disclosure without restrictions on disclosure;
  • (ii) in the public domain or publicly available other than as a result of a breach of these Terms of Service;
  • (iii) provided to it by a third party who is under no such obligation of confidentiality; or
  • (iv) independently developed by the Recipient without reference to the Discloser’s Confidential Information.

If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will, if permitted by law, advise the Discloser promptly of any such requirement and cooperate, at the Discloser’s expense, in responding to it.

8.5. The Recipient acknowledges and agrees that unauthorized use or disclosure of Confidential Information would cause irreparable harm and significant injury to the Discloser that would be difficult to ascertain. Accordingly, Recipient agrees that the Discloser shall have the right to obtain injunctive or other equitable relief to enforce the confidentiality obligations under these Terms of Service.

9. Data

9.1 Personal Data and Privacy

9.1.1. Stream processes personal data in accordance with its Privacy Policy, which is available at https://getstream.co/privacy.

9.1.2. Without limitation on provisions above, Customer must ensure all relevant consents and disclosures required to be given or made pursuant to law have been obtained from all applicable data subjects before using the Services. Customer must maintain evidence of all such consents in auditable form from the date of consent for a period of seven (7) years. Customer shall provide Stream with all reasonable assistance Stream requires to assist Stream in complying with its obligations under all applicable Privacy Laws as those obligations relate to data provided to Stream by or through Customer’s use of the Services.

9.1.3. If Customer or its use of the Services involves the creation, receipt, maintenance, or transmission of protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including the HIPAA Privacy, Security, Breach Notification, and Enforcement Rules (collectively, “HIPAA”), Customer acknowledges and agrees as follows:

  • (a) Customer must enter into a valid Business Associate Agreement (BAA) with Stream, as required under HIPAA, before transmitting any PHI to or through the Services,
  • (b) Customer shall not use the Services to process or store PHI unless explicitly agreed to in the BAA and only to the extent necessary for permitted purposes under HIPAA,
  • (c) both Customer and Stream shall implement and maintain administrative, physical, and technical safeguards to protect PHI, ensuring compliance with applicable HIPAA requirements,
  • (d) in the event of a security incident or data breach involving PHI, Customer and Stream shall notify each other promptly and work together to comply with applicable breach notification requirements under HIPAA, and
  • (e) Customer shall only transmit the minimum PHI necessary to achieve the intended purpose and shall ensure all PHI is promptly removed from the Services when no longer required.

Stream reserves the right to suspend or terminate access to the Services if Customer fails to comply with the obligations set forth in this Section 9.1.3 or the terms of the BAA.

9.2 Use of Customer Data and Aggregated Data

9.2.1. Stream will not store, process, transmit or access Customer Data except as necessary to perform the Services, and/or as directed or approved by Customer.

9.2.2. Subject to the confidentiality provisions of Section 8 above, and the ownership provisions regarding Customer Data, Stream may collect, use and analyze general information and data during the performance of the Services, including Aggregated Data, for purposes of improving and enhancing the quality and nature of Services (or other services), for its business purposes, and/or to market or publish general information and statistics, provided that Stream does not specifically identify Customer. Customer understands that Stream may use and analyze information provided to Stream in order to (a) provide Customer with a better experience, (b) provide Customer with customized recommendations, (c) run statistical analysis; and (d) aggregate your data and publish results in a way that cannot identify Customer individually.

9.2.3. By creating an account and using the Services, Customer consents to Stream collecting and using technical information about the device (including IP address) and related software, hardware, peripherals and related information for security purposes, to improve the Website and Services, provide services to Customer and otherwise for the purposes set out in the Privacy Policy.

9.2.4. Customer further agrees that Stream may disclose certain of Customer Data to (i) Stream’s third-party referral partners, including if Customer were referred to the Services from a referral partner of Stream, and (ii) third parties as reasonably necessary (in Stream’s good-faith discretion) to provide and maintain the Services, and as otherwise required by applicable law.

10. Intellectual Property

10.1 Ownership

10.1.1. All intellectual property rights in and to the Website and the Services belong to or are licensed from third parties by Stream. Except and solely for the limited license expressly granted to Customer in Section 4.1.1 above, Stream reserves all rights of ownership of any kind to itself and its applicable licensees.

10.1.2. Stream’s rights in and to the Website, the Services and their content, features and functionality and the Aggregated Data are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All such rights are reserved by and to Stream. All trademarks are the property of Stream or their respective owners.

10.1.3. Any use of the Services other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited.

10.2 Third-Party References

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

11. Third Party Websites and Tools/Services

The Website and Services may contain links to or otherwise provide access to or use third-party websites, services, tools or platforms. Stream does not warrant and will not have any liability or responsibility for any third-party websites, tools, software or services, or for any other materials, products, offerings, content or other materials of any kind of third-parties. Inclusion of or linking to any such third party offerings does not imply approval or endorsement thereof by Stream. If Customer decides to use or access any third party offerings, Customer does so at its own risk or under terms directly between Customer and those third parties. Customer should review the applicable terms and policies, including privacy and data gathering practices, of any site to which Customer navigates from the Website.

12. Indemnities

12.1 Stream Indemnities

12.1.1. Subject to the provisions of Section 9.1.3, Stream shall defend, indemnify and hold Customer harmless in respect of all damages and reasonable costs (including reasonable legal fees) awarded in a final, non-appealable judicial decision arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced, as set forth in Section 12.3 below.

12.1.2. If any IPR Claim is made, or in Stream’s reasonable opinion is likely to be made, against Customer, Stream may at its sole option and expense:

  • (i) obtain for Customer the right to continue using the Services in the manner permitted under these Terms of Service;
  • (ii) modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the Services; or
  • (iii) terminate the relevant portion of the Services.

12.1.3. Sections 12.1.1 and 12.1.2 shall not apply to any IPR Claim which arises from:

  • (i) any changes, modifications, updates, add-ons or enhancements made to or available through the Services other than those developed by Stream;
  • (ii) combination or use of the Services with any other software, program, hardware or device not developed by Stream or which is combined in a manner other than that specified by Stream, if such infringement would not have arisen but for such combination or use; or
  • (iii) compliance by Stream with designs, plans, instructions or specifications furnished by Customer.

12.1.4. The provisions of Section 12 state the entire liability of Stream to Customer in connection with an IPR Claim and shall be Customer’s sole and exclusive remedy in that regard.

12.2 Customer Indemnities

Subject to the provisions of Section 12.3, Customer shall defend, indemnify and hold harmless Stream in respect of all damages and reasonable costs (including reasonable legal fees) arising directly from a third party claim against Stream involving claims that Customer Data infringes the intellectual property rights of a third party.

12.3 Conduct of Claim

12.3.1. Actions which fall within the scope of Sections 12.1 and 12.2 above shall be a “Claim”. The indemnifying party’s obligations for Claims are subject to the provisions of this Section 12.3.

12.3.2. The indemnified party shall not admit any liability or agree to any settlement or compromise of a Claim without the prior written consent of the indemnifying party.

12.3.3. The indemnifying party shall be entitled at any time from the notification in accordance with Section 12.3.5 to assume exclusive conduct of the Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the Claim, provided that any settlement contains no admission of liability or wrongdoing by the indemnified party, and to conduct all discussions and dispute resolution efforts in connection with the Claim).

12.3.4. The indemnified party shall, at the indemnifying party’s request, cost and expense, give the indemnifying party all reasonable assistance in connection with conduct of the Claim.

12.3.5. The indemnified party gives the indemnifying party prompt notice of any Claim or threatened Claim.

12.3.6. The indemnified party takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Section 12.

13. Warranties and Warranty Disclaimers

13.1. Provision of Services. Stream shall use commercially reasonable efforts to provide the Services in accordance with these Terms of Service and the applicable Documentation.

13.2. Warranty Disclaimers. NOTWITHSTANDING THE FOREGOING, THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. STREAM AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER STREAM, NOR ITS SUPPLIERS AND LICENSORS MAKE ANY WARRANTY THAT THE WEBSITE OR THE SERVICES WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS, SECURE, OR UNINTERRUPTED. CUSTOMER UNDERSTANDS THAT CUSTOMER DOWNLOADS FROM, OR OTHERWISE OBTAINS CONTENT OR SERVICES THROUGH, THE WEBSITE AT ITS OWN DISCRETION AND RISK. ALTHOUGH STREAM MAKES REASONABLE EFFORTS TO UPDATE THE INFORMATION ON THE WEBSITE, STREAM MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES OR THE WEBSITE.

13.3. Additional Disclaimers. Stream does not guarantee:

  • 13.3.1. that its Website, or any content on it, or the Services will always be available or be uninterrupted;
  • 13.3.2. that the Website, the Services, or any content, will be free from errors or omissions;
  • 13.3.3. that the Website or Services will be secure or free from bugs or viruses.

13.4. The Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.

13.5. Beta Offerings. Stream makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any Beta Offerings.

13.6. Third-Party Services.

  • 13.6.1. Stream makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any third-party services, or any transactions completed, and any contract entered into by Customer, with any such third party providing third-party services.
  • 13.6.2. The Website and Services may contain links to or otherwise provide access to or use third-party websites, services, tools or platforms. Stream does not warrant and will not have any liability or responsibility for any third-party websites, tools, software or services, or for any other materials, products, offerings, content or other materials of any kind of third-parties. Inclusion of or linking to any such third party offerings does not imply approval or endorsement thereof by Stream.
  • 13.6.3. Any contract entered into and any transaction completed via any third party providing the third-party offering shall be between Customer and the relevant third party, and not Stream. If Customer decides to use or access any third party offerings, Customer does so at its own risk or under terms directly between Customer and those third parties.

14. Limitations on Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, OR THEIR AFFILIATES, SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY SUBJECT MATTER OF THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON ANY WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT EITHER PARTY, OR THEIR AFFILIATES, SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN ANY WAY IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO STREAM FOR USE OF THE SERVICES UNDER THESE TERMS OF SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION (OR ONE HUNDRED U.S. DOLLARS ($100), IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS).

14.3. NOTWITHSTANDING THE LIABILITY LIMITS IN SECTION 14.2 ABOVE, FOR BREACHES OF SECTION 8 (CONFIDENTIALITY) AND OBLIGATIONS OF A PARTY UNDER SECTION 12 (INDEMNITIES) ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN ANY WAY IN CONNECTION WITH THOSE SECTIONS EXCEED THREE (3) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO STREAM FOR USE OF THE SERVICES UNDER THESE TERMS OF SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION ARISING UNDER THE SECTIONS SPECIFIED IN THIS SECTION 14.3.

14.4. ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 14 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN STREAM AND CUSTOMER, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF SERVICE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.5. Other. Without limitation on Sections 14.1, 14.2 or 14.3 above:

  • 14.5.1. Stream shall not be liable for the use, contents, effects or availability of Beta and Evaluation Offerings, Third-Party Services, or the use of any interactive service by a user in contravention of these Terms of Service, Stream’s content standards, whether the service is moderated or not.
  • 14.5.2. Stream shall not be liable for any loss or damage from Customer’s failure to comply with Customer’s security obligations set forth in these Terms of Service, including, but not limited to, the obligations set forth in Section 5.2 above.

14.6. Excluded. The foregoing limitations of liability shall not apply to the extent determined by a court of final jurisdiction that any of the limitations are prohibited by applicable law, such as, for instance, liability for death or personal injury arising from a party’s gross negligence, willful misconduct, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by the governing law specified in Section 16.11 below.

15. Notices and Contact Information

15.1 Inquiries to Stream

15.1.1. For general inquiries regarding registration, Accounts and Services, Customer should use the contact tools and information made available on the Website.

15.1.2. For any other notices from Customer to Stream, Customer should both (a) contact Customer’s primary point of contact at Stream directly and (b) utilize the process set forth in Section 15.3 below.

15.2 Notice to Customer

15.2.1. Any notices or other communications specific to Customer shall be made by Stream either via email to Customer using such email addresses as Customer has provided; or by posting to Customer’s Account. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

15.2.2. Stream shall provide notices to Customers of major updates, changes or other generally applicable notices regarding the Services, in due course, through one or more channels as applicable to the specific update or change and as determined by Stream.

15.3 Dates of Notices

Notices will be deemed to have been delivered when posted to the Website, on the next business day after the date of being sent electronically, and on the following business day from the date of deposit with a nationally recognized overnight courier to a headquarters mailing address of the Customer or Stream, as applicable.

16. General Provisions

16.1. Marketing Approval. Subject to prior mutual agreement of the parties, and subject to each party’s applicable tradename usage guidelines, each party shall have the right to indicate in its marketing materials the tradename and trademark of the other party, and the fact that this other party is a customer or service provider to the party.

16.2. Independent Contractors. Nothing in these Terms of Service or a Stream Order is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. The sole relationship of the parties hereto is that of independent contractors.

16.3 Assignment

16.3.1. Customer shall not, without the prior written consent of Stream (which shall not be unreasonably withheld or delayed), assign its rights or obligations under these Terms of Service or any Stream Orders. Any attempt by Customer to so assign or transfer all or any of its rights or obligations under these Terms of Service or any Stream Orders without such consent shall be void.

16.3.2. Stream may not assign these Terms of Service without Customer’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Stream shall not be required to obtain the prior written consent of Customer in the event of a change in Control of Stream, provided that the acquirer(s) assume(s) Stream’s obligations under these Terms of Service or any Stream Orders after such change of Control.

16.3.3. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

16.4. Force Majeure. Stream shall have no liability to Customer under these Terms of Service if it is prevented from, limited from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by or through acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Stream or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, communicable disease, epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. Stream shall notify Customer of such an event and its expected duration.

16.5. Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations. Customers agree to fully cooperate with us and disclose all information Stream requests in connection with any investigations by any regulator, enforcement agency or government department.

16.6. Severability. If any court or relevant authority determines that any provision of these Terms of Service is unlawful or unenforceable, all remaining provisions will remain in full force and effect, and the provision at issue shall be deemed modified to the maximum extent permissible under law to effect its original intent. Stream retains the right in its sole discretion to terminate any Customer’s account in the event of any such determination that renders a material provision unlawful or unenforceable.

16.7. Waiver. If either party fails to insist that the other party performs any of its obligations under these Terms of Service, or does not enforce its rights against the other party, or delays in doing so, that party will not have waived any of its rights against the other party, and the other party will be obligated to comply with those obligations. Any waiver must be in a writing signed by the waiving party’s authorized representative.

16.8. Headings. The section headings in these Terms of Service are for informational purposes only.

16.9. Dispute Resolution. In the event of a Dispute, the parties agree to the terms of Schedule 1.

16.10. Jurisdiction. Without limitation on Section 16.9 above, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware sitting in New Castle County and of the United States District Court of the District of Delaware, in any action or proceeding arising out of or relating to these Terms of Service, or for recognition or enforcement of any judgment. Each party waives any objection to jurisdiction and venue in such courts.

16.11. Governing Law. These Terms of Service and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to these Terms of Service shall be governed by, and construed in accordance with, the laws of the State of Delaware.

16.12 Updates/Amendments to these Terms of Service

16.12.1. Stream reserves the right to update and change the Terms of Service from time-to-time. Such updates or changes to these Terms of Service shall take effect from the date indicated in the updated Terms of Service, or the related notification provided by Stream. Stream will inform Customer of such updates and changes to the Terms of Service in accordance with Section 15 above.

16.12.2. Customer’s continued access or use of the Services on or after the effective date of the updates and changes to these Terms of Service constitutes Customer’s acceptance of any updates and changes. If Customer does not agree to any updates or changes, Customer must stop using the Services.

16.12.3. Customer may at any time terminate these Terms of Service in accordance with the termination provisions applicable to Customer in these Terms of Service.

16.12.4. Customer can review the most current version of the Terms of Service at any time at https://getstream.co/terms (or such other link as Stream may provide for its Terms of Service). Stream may post and update the Stream Policies from time-to-time in accordance with Stream’s applicable procedures therefore.

16.12.5. If Customer created an account before the Effective Date of these Terms of Service, then the prior terms of service apply to Customer for fifteen (15) days from the Effective Date. Customer can access the applicable prior terms of service in the “Archived Documents” folder by way of the “Terms” link at https://getstream.co/terms.

16.13 Entire Agreement

16.13.1. These Terms of Service, the Stream Add-ons Terms and Conditions (if applicable), and a Stream Order (if applicable), constitute the entire and exclusive understanding and agreement between Stream and Customer in relation to the Services. These Terms of Service supersede and replace all prior and contemporaneous oral or written understandings or agreements between Stream and Customer regarding the Services.

16.13.2. In case of conflict, the order of precedence of the documents constituting these Terms of Service is as follows, each listed document superseding in the event of any conflicting provision in a later listed document: (i) Terms of Service, and (ii) Stream Add-ons Terms and Conditions (if applicable).

16.13.3. Except as expressly stated in these documents, Stream does not undertake other commitments or obligations to Customer. All conflicting terms in any purchase order or other business form employed by Customer, including any electronic invoicing portals, or vendor registration processes are hereby rejected by Stream and null and void ab initio.

16.13.4. Customer acknowledges that Customer has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Stream which is not set out in these Terms of Service and that Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Service. Any additional or amended terms sent to Stream at any time by Customer are hereby expressly rejected.

Schedule 1 — Dispute Resolution

This Schedule 1 is an integral part of the Terms of Service to which it is attached.

1. Management Escalation

1.1. If Customer elects to seek resolution of a Dispute, Customer must first send to Stream, by certified mail (signature required), a written notice of Customer’s claim addressed in accordance with Section 15 above. If Stream elects to seek resolution of a Dispute, Stream shall send a notice to the then-current email address specified in Customer’s account at the Website and/or using such other method of contacting Customer as Stream deems most effective.

1.2. The parties agree to use good faith efforts using discussion among the parties’ respective management to settle any Dispute within thirty (30) days of a party’s receipt of notice of a Dispute from the other party. The parties may, by mutual agreement, extend such period by successive thirty (30) day periods.

2. Arbitration

2.1. Any Dispute arising out of or related to these Terms of Service that is not resolved under Section 1 above (including, but not limited to, any question regarding its existence, applicability, validity or termination), shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which rules are deemed to be incorporated by reference into this section as modified by these Terms of Service. The arbitration shall be administered by the AAA. The AAA Commercial Arbitration Rules and filing forms are available online at www.adr.org, by calling the AAA using its current phone number(s), or by contacting Stream. Customer may download or copy a form notice and a form to initiate arbitration at www.adr.org.

2.2. Arbitration shall be conducted by a single arbitrator who is competent in conducting arbitration remotely and who is experienced in the field of enterprise SaaS contracts and enterprise data center service contracts. The arbitration will take place remotely by video conference calls unless either (i) the arbitration requires a physical location in which case it shall be at the offices of Stream in London, England, or (ii) the parties mutually agree to a different physical location. The parties will share the costs of arbitration, including the fees and expenses of the arbitrator, equally, unless the AAA Rules and/or the arbitration award provides otherwise. Each party will bear its cost of preparing and presenting its case.

2.3. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these Terms of Service. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which any and all decisions and awards, 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 fourteen (14) days of the arbitrator’s ruling on the merits. During any arbitration, the amount of any settlement offer made by Stream or Customer must not be disclosed to the arbitrator. The arbitrator shall not permit discovery absent a written decision by the arbitrator based on a showing of substantial need by a party based on written submissions of both parties. The arbitrator shall have no authority to award specific performance or any award or damages in excess of the limitations of liability specified in these Terms of Service. The arbitrator shall state his/her opinions in writing along with his/her reasons for the decision.

2.4. Customer understands and agrees that, by entering into these Terms of Service, Customer and Stream are each waiving the right to a trial by jury. As limited exceptions to the above, Customer and Stream agree that nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit their rights to:

  • (i) pursue enforcement of an arbitrator’s award through applicable federal, state, or local judicial or other agencies where such actions are available; or
  • (ii) seek injunctive relief in a court of law to address intellectual property infringement claims.

Schedule 2 — Electronic Communications, Marketing

This Schedule 2 is referenced in Section 5.2.2(i) of the Terms, and is an integral part of the Terms.

1. Customer Communications

By accepting these Terms of Service, Customer acknowledges that it is necessary to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes in connection with the provision of the Services, at any telephone number, or physical or electronic address Customer provides or at which Customer may be reached. Customer agrees Stream may contact Customer in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by Customer or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. Customer certifies, warrants and represents that the telephone numbers that Customer has provided to us are your numbers and do not relate to another individual or business. Customer represents that Customer is permitted to receive calls at each of the telephone numbers Customer has provided to us. Customer agrees to alert us whenever Customer stops using a particular telephone number.

To unsubscribe from text messages at any time, reply STOP to any text message Customer receives from Stream. Customer acknowledges that following such a request to unsubscribe, Customer may receive one final text message from Stream confirming your request. For help, contact us at hello@getstream.co.

2. Telemarketing Calls

For marketing calls, text and emails: (i) we, our agents, representatives, affiliates, third parties, and anyone calling on our behalf may call, email or SMS message (including text messages) Customer at the numbers and addresses Customer has provided for purposes of describing goods and services that may be of interest to you, offered by us, our affiliates and/or third parties; (ii) these calls, text and email messages may be made using an automatic dialing or email system technology and/or involve prerecorded and/or artificial voice messaging. To the extent that Stream processes your personal data in making any such calls, Stream will do so in accordance with our Privacy Policy.

3. Call Recording and Monitoring

Customer acknowledges that it is necessary for us to record and monitor, for quality assurance, training, risk management and/or collection purposes, any call that Customer places with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that Stream (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) places to you.

4. Electronic Communications

Any Disclosures will be provided to Customer electronically through our Site or via electronic mail to the email address Customer provided. If Customer requires paper copies of such Disclosures, please email us at hello@getstream.co.

5. Scope of Receipt of Disclosures

Your receipt of Disclosures and ability to transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between Customer and Stream or between Customer and our Partner Bank. This will remain in effect for so long as Customer is a User and, if Customer is no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while Customer was a User have been made.

You agree and acknowledge that Customer can access, receive and retain all Disclosures electronically sent via email or posted on the Site.