Terms of Service

Last Updated: March 13, 2018

By clicking I AGREE or by using or visiting the Satori open portal or website, or accessing or using any of Satori’s API Materials (as defined below), products, software, data feeds, channels, or other services provided to you on, from, or through the Satori open portal, website, or platform (collectively, the “Service”) you are agreeing to the terms below. Collectively, we refer to the terms below, any additional terms, terms within any related documentation, our Privacy Policy (located at https://lit.io/privacy-policy), and any other applicable policies and guidelines as these "Terms." You agree to comply with these Terms and that these Terms control your relationship with us, so please read all of these Terms carefully.

As used in these Terms, "Satori" means Satori International, a Cayman Islands company. We may refer to ourselves as "Satori," "we," "our," or "us" in these Terms.

We reserve the right to modify these Terms from on a going-forward basis at any time by posting updated versions at lit.io or by otherwise notifying you of changes through the Service. Any material modifications are effective 7 days after their publication. Immaterial modifications are effective upon publication.

Except for certain types of disputes described in Section 10, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SATORI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms. SECTION 10 OF THESE TERMS DESCRIBES THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

1. Service

a. Access to Source Data & Satori Channels.

The Service features access to real-time data feeds through an online dashboard or other means, which may include data, video, graphics, images, audio, text, scripts, and other types of content from third parties (“Source Data”) provided through channels by these third parties (“Satori Channels”). Satori does not own, maintain, or verify Source Data and assumes no responsibility for the Source Data or Satori Channels. Subject to your complete and ongoing compliance with these Terms, Satori grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to use the Service pursuant to these Terms.  

Source Data and Satori Channels are provided to you AS IS. You understand that when using the Service, you will be exposed to Source Data and Satori Channels from a variety of sources, including third party content available through Satori Channels, and that Satori is not responsible for the availability, completeness, accuracy, usefulness, reliability, security, or intellectual property rights of or relating to such Source Data and Satori Channels. Satori Channels may be discontinued, be made private, or otherwise become unavailable and you agree not to attempt to access any Satori Channel that is no longer available to the public, or that you otherwise do not have the right to access. You further understand and acknowledge that you may be exposed to Source Data and Satori Channels that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Satori with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Satori and its affiliates and their respective owners, officers, directors, agents, employees, and contractors (together, the “Satori Entities”) to the fullest extent allowed by law regarding all matters related to your use of the Service. Satori does not endorse any Source Data, Satori Channel, or Subscriber Product (as defined below) based on the Service by any user or other licensor, and Satori expressly disclaims any and all liability in connection with use of any Source Data, Satori Channel, or Subscriber Product.

b. License to use API Materials. As a part of the Service, Satori may provide software tools or other code for use in connection with the Service, including the SDK, BOTS, JARS, API keys, any other code, developer tools, or documentation relating to the SDK that are made available by Satori (collectively, the “API Materials”). You may subscribe to a Satori Channel by downloading the Satori SDK and integrating the SDK and an API Key for a particular Satori Channel into your website or application (each, a “Subscriber Product”). Although you may download and integrate our SDK and an API Key without registering an account with Satori, API Keys for non-account holders will expire every few days. If you register an account with Satori, however, API Keys that you integrate into your Subscriber Product will not expire. Subject to your complete and ongoing compliance with these Terms, Satori grants you a non-exclusive, non-sublicensable, revocable, limited, non-transferable, and worldwide license to: (a) use the object code libraries, APIs and documentation specified provided by Satori as part of the API Materials; (b) integrate the Source Data into your Subscriber Product(s); and (c) modify any sample code included within the API Materials solely as necessary to integrate your Subscriber Product(s) with the Service. You will not: (i) modify or delete any copyright, trademark, or other proprietary notices of Satori or its licensors in the API Materials; (ii) reverse engineer, decompile, disassemble, or otherwise tamper with the API Materials (except to the extent that any such restrictions are prohibited by applicable law); (iii) modify any of the APIs specified in the API Materials or object code libraries included with the API Materials; or (iv) assert (or authorize, assist, or encourage any third party to assert) any intellectual property infringement claim against Satori or any of its affiliates, customers, or licensees regarding any portions of the API Materials you have used. Except with Satori’s prior written permission, you may not use any API Materials other than as allowed by the documentation provided with the applicable Tool.

c. Restrictions. Except as permitted under these Terms and, and except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. You shall not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit the Source Data, Satori Channels, or API Materials, or any content therein, for any other purpose without the prior written consent of Satori or the respective licensors of the Source Data or Satori Channels. Satori and its licensors reserve all rights not expressly granted in and to the Service, the Source Data, and Satori Channels. By using the Service, you expressly relieve Satori from any and all liability arising from your use of Source Data and Satori Channels. You agree not to circumvent, disable, reverse engineer, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Source Data or Satori Channels or enforce limitations on use of the Service or the Source Data or Satori Channels therein. You will only access (or attempt to access) the Service by the means described in these Terms and any applicable Service documentation. If Satori assigns you developer credentials for the Service, you must always use them when accessing or using the Service.

d. Product Content. You shall be solely responsible for any content published or distributed through your Subscriber Product, including all text, software, scripts, graphics, data derived or extracted from your and any end users’ usage of the Service including data regarding users behavior and related data, and any and all other materials found on or streamed through your Subscriber Product other than Source Data or API Materials (the “Product Content”). You affirm, represent, and warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to publish the Product Content as part of your Subscriber Product; (b) your Product Content, as well as any other of Your Intellectual Property (as defined below) that you upload to, or share through, the Service, will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to distribute and publish the material and to grant Satori all of the license rights granted herein; (c) you will use commercially reasonable efforts to protect user information collected by your Subscriber Product, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law; (d) if you share any Product Content, or any other of Your Intellectual Property (as defined below) through the Service, you are the creator and owner of such materials , or have the necessary licenses, rights, consents, and permissions to authorize Satori and users of the Service to use and distribute Your Intellectual Property as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Satori, the Service, and these Terms; and (d) your Subscriber Product does not violate any applicable local, national, and international laws and regulations, including all laws regarding the import or export of data or software, applicable privacy laws and regulations and those applying to PII.

e. Support of your Subscriber Product. You are solely responsible for your end users’ use of your Subscriber Product and Product Content.

f. Your Ownership. Subject to the rights set forth in these Terms and any applicable third party rights, you retain all right, title, and interest in your logos, trademarks, Subscriber Product, project code, bots, and Product Content that you own and may provide to Satori in connection with the Service, except for any Source Data, API Materials, or other Satori materials that you incorporate therein (collectively, “Your Intellectual Property”). Notwithstanding the foregoing, you agree that we will have a perpetual, transferable, sub-licensable, royalty-free, irrevocable, worldwide license to use, display, reproduce or distribute Your Intellectual Property as necessary to provide you with the Service. If you choose to share Your Intellectual Property, including any projects created within Satori, with other users, you grant those users a non-exclusive license to access and use Your Intellectual Property that you share with them as permitted by these Terms and the functionality of the Service.

g. License to Analytics Data. You grant Satori (on its own and through the use of third-party services like Google Analytics) a non-exclusive, non-transferable, worldwide, perpetual, irrevocable license to collect, analyze, store, and use data derived or extracted from your and your end users’ usage of the Service, including your Subscriber Product (collectively, “Analytics Data”), for the development, tuning, learning, improving, and scaling of the Service. Satori will only share Analytics Data with third parties (other than its agents and consultants) in an aggregated, anonymous form to prevent the identification of Analytics Data as pertaining to any individual end user or Satori Channel. Satori retains all right, title, and interest in and to its analysis, aggregation, and use of Analytics Data (collectively, “Aggregated Analytics Data”), and you hereby grant to Satori a non-exclusive, non-transferable, worldwide, perpetual, irrevocable license to use Aggregated Analytics Data in connection with improving the Service.

h. Feedback. If you provide us with any suggestions for improvements, modifications, extensions, or enhancements or other feedback, or report any errors, regarding the Service or any of our other products or services, you agree to and do hereby assign all right, title and interest in and to such suggestions, feedback, and reports to us, without any obligation to compensate you or provide you with attribution.  Subject to your complete and ongoing compliance with these Terms, Satori grants you a perpetual, royalty-free, irrevocable, worldwide license to use such suggestions, feedback, and reports.

i. Use of Content. Satori will not access or use your Subscriber Product or Product Content except as necessary to provide the Service or as otherwise set forth in Sections 1 and 2.

j. Communication. We may send you certain communications, via email or text, in connection with your use of the Service. You hereby consent and authorize Satori to communicate with you in these ways to the extent you have provided such contact information.

2.     Our Rights

a. Satori’s Ownership. This Service is owned and operated by Satori. We retain all right, title, and interest in and to the Service, including the technology, visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, services, and software used to provide the Service other than Source Data. All elements included in the Service are the property of Satori or its third party licensors. Except as expressly authorized by Satori, you may not make use of the Service or any element of the Service. If you violate these Terms, you may be breaking the law, including by violating our intellectual property rights. We and our licensors reserve all rights to the Service not expressly granted in these Terms, and reserve all rights to protect our intellectual property rights in the event you violate these Terms.

b. Monitoring.  Satori acts solely as a content platform and does not actively filter or inspect Source Data or Satori Channels under normal circumstances. Thus, it is your responsibility to ensure that your Subscriber Product is protected from the ability to transmit, install, or impose any virus, malware, tracking software or system, or other technique for the purpose of tracking users, or behavioral targeting for any unlawful purpose. You further agree that Satori may (but has no obligation to) monitor your use of the Service to ensure quality, improve the Service, and verify your compliance with these Terms. This monitoring may include Satori accessing and using your Subscriber Product, for example to identify security issues that could affect Satori or its users. You agree not to interfere with this monitoring, and that Satori may use any technical means to overcome any interference. Satori may suspend your access to the Service or your Subscriber Product without notice if we reasonably believe that you are in violation of these Terms.

c. Service Limitations. Satori sets and enforces limits on your use of the Service in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use the Service beyond these limits, you must obtain Satori’s express consent (and Satori may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). Please contact us at support@lit.io if you are interested in accessing additional functionality from Satori. We may sometimes review Source Data to determine whether it is illegal or violates our policies or these Terms, and we may remove or refuse to display content. Your access to the Source Data provided by the Service may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy. We are constantly changing and improving our Service and may add or remove functionality or features with or without notice, and may suspend or stop the Service, or portions thereof, altogether. Satori reserves the right to revoke a Subscriber’s access to Source Data or the Service, or a portion thereof, without prior notice. The Service may not be available in all countries and may be provided only in selected languages. You may also experience material service level degradation or loss in availability of the Service during both scheduled and unscheduled maintenance periods, as well as unplanned outages. Satori expressly disclaims any representation or warranty that any particular data, feature, or capability of the Service will be available to you, or that the availability of the Service will be without interruption.

d. Open Source Software. Some of the software required by or included in the Service may be offered under an open source license, or may require the use of outside open source licensed software (for example, use of the SDK may require Apache Maven). Any open source software is licensed to you directly from the copyright owners, subject to the terms of the applicable open source license.

e. Third Party Services. Satori may provide tools through the Service that enable you to export information, including Product Content, to third party services, including through features that allow you to link your account on Satori with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites, such as a link to download the SDK through GitHub. Linked websites are not under our control, and we are not responsible for their content.

3.     Account and Registration

a. Accepting these Terms. You must be at least 13 years old to use the Service. If you are under 18, you must have the consent of your parent or guardian and only use the Service under their supervision. By agreeing to these Terms, you represent and warrant to us that: (a) you are of legal age to form a binding contract with Satori; or (b) you have not previously been suspended or removed from the Service; and (c) you are not legally prohibited from using or accessing the Service under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use the Service.

b. Corporate Users. If you are using the Service on behalf of an entity (including any organization or your employer), you represent and warrant that you have authority to bind that entity to these Terms and by accepting these Terms, you are doing so on behalf of that entity (and all references to "you" in these Terms refer to that entity). You also warrant that your entity is in good standing under the laws of its incorporation or organization; that it is qualified to transact business in all locations where the nature of its operations requires such qualification; that you have full power and authority to enter into and perform these Terms.

c. Registration. In order to access or use some features of the Service, including the creation, development, and maintanance of a Satori Channel, the publication of Source Data, or the use of API Materials, you will be required to provide certain information, including an email address and/or mobile phone number, as part of the registration process so that Satori can text or email you an authentication code to validate your registration. In addition, you may be required to provide your identification and contact details as part of your continued use of the Service. You represent and warrant that any registration information you give to Satori will always be accurate and up to date and that you will inform us promptly of any changes through the “support” button located on the bottom of each page of www.satori.com. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify use at support@lit.io.

4.     Fees

Satori reserves the right to determine the pricing for the Services and any specific feature of the Service. If you would like assistance in creating your Subscriber Product, or if you would like to enhance and improve your Subscriber Product with Satori’s premium service offerings, please contact us at support@lit.io to inquire about our applicable developer service fees. In the future, Satori may offer additional featured tools or additional premium service offerings for a fee. All premium or developer service offerings or future paid offerings will be governed by separate terms.

5.     Prohibitions

When using the Service, you warrant that you will not (or allow those acting on your behalf to):

a)     Sublicense or commercially share the Service for use by a third party.

b)    Use the Service to (directly or indirectly) create, develop, train, improve, promote, or support a substantially similar product or service, or create derivative works of the Service.

c)     Distribute, in any medium, or access any part of the Service without Satori’s prior written authorization, unless Satori makes available the means for such distribution or access through functionality offered by the Service.

e)     Perform an action with the intent of introducing to the Service or any other Satori products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

f)     Defame, abuse, bully, harass, stalk, or threaten others, including Satori or its employees.

g)    Submit, conceal, or send any credit card information, including credit card numbers, CIV numbers (three digit codes for Visa and MasterCard, four digit code for American Express) and magnetic stripe information through the Service.

h)    Violate your obligations to third party web hosts, ISPs, or mobile platform providers.

i)      Interfere with or disrupt the Service or the servers or networks providing the Service or any other Satori products or services.

j)      Attempt to gain unauthorized access to the Service or to the accounts of others.

k)    Attempt to access any Source Data other than Source Data made available through a public Satori Channel.

l)      Exploit, distribute, or publicly inform others of any Service error, miscue, vulnerability, or bug.

m)   Advocate, promote, encourage, or otherwise facilitate any illegal behavior, including but not limited to, the use of illegal drugs, unlawful gambling, theft, or disruptive commercial messages or advertisements.

n)    Use the Service in a way that infringes or misappropriates the intellectual property or propretiary rights, or confidential information, of third parties, or that violates privacy rights or any other applicable laws, rules, and regulations.

o)    Reverse engineer or attempt to extract source code from the Service or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

p)    Use the Service for any activities where the use or failure of the Service could lead to death, personal injury, or environmental damage.

q)    Use the Service to process, transfer, exchange, export, or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

r)     Remove, obscure, or alter any Satori trademarks or logos or any Satori terms of use or any links to or notices of those terms.

s)     Use the Service for any illegal purpose or in violation of any local, state, national, or international law.

t)      Use the Service to encourage, promote, or knowingly allow or enable illegal activity or violation of third party rights.

u)    Misrepresent your identity when using the Service.

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

w)   Sell or otherwise transfer the access granted under these Terms or any right to view, acces, or use the Service.

x)    Engage in any behavior or activity related to the Service that is obscene, defamatory, libelous, threatening, pornographic, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any law.

y)    Attempt to do any of the acts describted in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

Failure to comply with these prohibitions may result in the suspension of your access to the Service and subject you to additional penalties under applicable law.

6.     Brand Features; Attribution

a. Brand Features. "Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Satori's Brand Features (including any goodwill associated therewith) will inure to the benefit of Satori.

b. Attribution. If you have a Subscriber Product, you agree to display attribution as required by Satori in the Satori Brand Style Guide (available at https://cdn.satori.com/assets/utilities/Satori_Logo_StyleGuide.pdf) and described in the documentation for the Service.

Satori hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while these Terms are in effect to display Satori's Brand Features for the purpose of promoting or advertising that you use the Service. You must only use the Satori Brand Features in accordance with these Terms and for the purpose of fulfilling your obligations under this Section. You understand and agree that Satori has the sole discretion to determine whether your attribution(s) and use of Satori's Brand Features are in accordance with Satori’s requirements and standards.

c. Publicity. You will not make any statement regarding your use of the Service which suggests partnership with, sponsorship by, or endorsement by Satori without Satori's prior written approval.

d. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating your use of the Service and associated Satori products, Satori may produce and distribute incidental depictions, including screenshots, video, or other content from your Satori Channel, Subscriber Product and may use your Brand Features and related content to identify and promote you as a Service user. You grant us all necessary rights for the above purposes.

7.     Term & Termination

a. Term. The term of these Terms shall begin upon your acceptance of them as specified in the preamble and shall continue until terminated as set forth below.

b. Termination. You may stop using the Service at any time with or without notice. You must provide Satori with prior written notice to support@lit.io if you elect to terminate these Terms with Satori and upon termination, cease your use of the Service. Satori reserves the right to terminate these Terms with you or discontinue the Service or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

c. Your Obligations Post-Termination. Upon any termination of these Terms or discontinuation of your access to the Service, you will immediately stop using the Service and cease all use of the Satori Brand Features, and all your license rights to access or use the Service or the Satori Brand Features shall cease. Satori may independently communicate with any account owner whose account(s) are associated with your Satori Channel and developer credentials to provide notice of the termination of your right to use the Service.

d. Surviving Provisions. When these Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including Sections 1(g), 2, 3, 5, 7, and 8-13.

e. Modification of the Service. Satori reserves the right to modify, limit, or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Satori will have no liability for you any change to the Service or any suspension or termination of your access to or use of the Service.

8.     Warranties & Limitation of Liability

A. DISCLAIMERS; No warranties. THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE” AND USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICE OR ANY CONTENT OR SERVICES MADE AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SATORI DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DO WE MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE SERVICE, THE SPECIFIC FUNCTIONS OF THE SERVICE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

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

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

B. YOUR WARRANTIES. YOU warrant that (a), if a legal entity, YOU ARE a duly formed entity (i.e., corporation or limited liability company) in good standing under the laws of the state of YOUR incorporation or organization; (b) YOU ARE qualified to transact business in all locations where the nature of YOUR operations requires such qualification; (c) YOU HAVE full power and authority to enter into and perform THESE TERMS; (d) the execution and delivery of THESE TERMS have been duly authorized; (E) YOU shall employ reasonable professional standards in performance of YOUR rights and obligations under THESE TERMS, and shall avoid deceptive, misleading, or unethical practices that may be detrimental to THE Satori ENTITIES; (F) YOU will abide by and will not circumvent or otherwise disable any security or data protection measures implementED by Satori; and (G) YOU will not, and will not permit any third party to, upload, post, email transmit, or otherwise make available using SATORI any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, or telecommunications equipment.

C. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE Satori ENTITIES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, OR ANY ELEMENT OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SATORI ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS EXPLICITLY PROVIDED UNDER SECTION 10, AND TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE Satori ENTITIES FOR ANY CLAIM UNDER THESE TERMS OR RELATED TO SATORI, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU PAID US TO USE SATORI DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (2) $100.

If you have a dispute with others relating to the Service, or if you believe that your use of the Service may give rise to any claim, you release and agree to hold harmless the Satori Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you live in California, you waive California Civil Code §1542, which says: "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 settlement with the debtor."

If you live outside of California, you waive any other statute, law, or rule of similar effect in your jurisdiction.

9.     Indemnification

You represent and warrant that your use of the Service, and information that you place on or through the Service, shall not: (i) infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (ii) include any illegal conduct or any violation any law, statute, ordinance or regulation (including without limitation those governing export control, dealer agreements, unfair competition, anti-discrimination or false advertising); or (iii) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing or obscene. You shall indemnify, defend, and hold Satori harmless from any third party claims, including without limitation those claims arising from: (1) your breach of any warranties set forth herein; (2) your modifications or alterations to the Service; (3) third party claims arising from your act or omission; (4) your misuse or your end users' misuse of the Service; (5) your violation or your end users' violation of these Terms or any applicable third-party terms; (6) any content or data, including any Subscriber Product or Product Content routed into or used with the Service by you, those acting on your behalf, or your end users; and (7) Satori Channels and Subscriber Product(s). Satori shall have sole control of its own defense and all negotiations for any settlement or compromise, although Satori will cooperate with counsel that may be separately retained by you at your expense.

10.  Agreement to Arbitrate; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND INCLUDES WAIVER OF A TRIAL BY JURY IN A COURT AND OF THE ABILITY TO BRING ANY CLAIM ON BEHALF OF OTHERS.

 

Overview 

This Section 10 (i.e., the “Agreement to Arbitrate”) applies to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of provisions of this Section 10, those prohibited provisions will not apply to you, and the governing law and venue specified in Section 11 will govern.

In the event of any controversy or claim arising out of or relating to these Terms, including any question regarding its existence, validity, termination or breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. Most user concerns can be resolved by contacting our customer support team at support@lit.io. In the unlikely event that we are unable to resolve your concerns and a dispute remains, this Section explains how you and we agree to resolve it. As explained in more detail below, we each agree to resolve any dispute between us through binding arbitration or small claims court instead of in courts of general jurisdiction.

 

Agreement to Arbitrate; Exceptions

If we cannot resolve our dispute through customer support, YOU AND WE AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL BINDING ARBITRATION, INCLUDING CLAIMS CONCERNING ANY ASPECT OF THE RELATIONSHIP BETWEEN US, YOUR DECISION TO DOWNLOAD THE SERVICE, YOUR USE OF THE SERVICE, ANY USER CONTENT, OR YOUR ACCOUNT. This Agreement to Arbitrate is intended to be interpreted broadly, and applies to all legal claims under any legal theory (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory), and applies to any disputes or claims that you assert or that arise even after you stop using or delete your account for the Service, stop using the Service, or delete the Service application from your mobile device. This Agreement to Arbitrate also applies to any claims that are currently the subject of a purported class action litigation in which you are not a member of a certified class. You and we agree that the arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or formation of this contract, including whether any dispute between us is subject to this Agreement to Arbitrate (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these terms are void or voidable.

An arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND WE ARE GIVING UP THE RIGHT TO SUE IN COURT AND THE RIGHT TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

This Section 10, however, does not apply to the following types of claims or disputes, which you or we may bring in court in accordance with Section 11 below:

(1) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and

(2) claims for preliminary injunctive relief for violations of sections 1 and 2 herein.

This Section does not prevent you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us for you. Also, any of us can bring a claim in small claims court either in Santa Clara County, California or the county where you live, or some other place we both agree on, if such claims meets all the requirements to be brought in that court.

The Federal Arbitration Act applies to this Section 10. The arbitration will be governed by the Consumer Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) (including Rule 1(g) of those Rules that provides for arbitration through the submission of documents only/desk arbitration where no disclosed claims or counterclaims exceed $25,000), as modified by these Terms of Use. The Rules are available at http://www.adr.org. The arbitrator will be bound by these Terms of Use. 

To start an arbitration proceeding, use the form on AAA’s website (www.adr.org) or call the AAA at 1-800-778-7879.

Any arbitration under this section that is required to take place in person will take place pursuant to the Rules, which provide that face-to-face proceedings be conducted at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances.

If your claim is for US$25,000 or less, we agree to reimburse your filing fee promptly upon being notified of the filing, or pay it for you if you are unable to pay it and we receive a written request from you. Also, if your claim is for US$25,000 or less, we agree to reimburse your share of the arbitration costs, including your share of arbitrator compensation, at the conclusion of the proceeding, unless the arbitrator determines your claims are frivolous or your costs are unreasonable as determined by the arbitrator. If you seek more than US$25,000, the arbitration costs, including arbitrator compensation, will be split between you and us according to the Rules. Irrespective of the amount you seek, neither party shall be entitled to have their attorneys’ fees or costs paid by the other party, provided, however, that either party may seek to recover their attorneys’ fees and costs in arbitration if the arbitrator determines that the other party’s claims are frivolous or the other party’s costs are unreasonable.

Class Action Waiver

For disputes arising between Satori and you, or any other user, that are subject to this Agreement to Arbitrate, you and we agree that we can only bring a claim against each other on an individual basis. NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR CANNOT COMBINE MORE THAN ONE PERSON’S CLAIM INTO A SINGLE CASE, AND CANNOT PRESIDE OVER ANY CONSOLIDATED, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING, UNLESS WE BOTH AGREE OTHERWISE IN WRITING. THE ARBITRATOR’S DECISION OR AWARD IN ONE PERSON’S CASE CAN ONLY AFFECT THE PERSON WHO BROUGHT THE CLAIM, NOT OTHER USERS OF THE SERVICE, AND CANNOT BE USED TO DECIDE DISPUTES WITH OTHERS.

If a court decides that this “Class Action Waiver” subsection is not enforceable or is invalid, then Section 10 shall cease to have effect, however, the remaining portions of these Terms and Conditions will remain in full force and effect.

 

Service of Process

To initiate arbitration or any legal proceeding against Satori, you must serve initiating documents on Satori’s registered agent for service of process at: The Corporation Trust Company, Corporation Trust Center 1209 Orange Street, Wilmington, Delaware 19801.

Changes to this Section 14

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Section 10, you may reject any such change by sending us written notice within 30 days of the change to: legal@lit.io, in which case your account to use the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

11.  Applicable Law

You agree that these Terms shall be deemed to have been made and executed in the State of California, U.S.A. and that any dispute arising under these Terms, as well as any other dispute or claim that may arise between you and us, shall be governed by and resolved in accordance with the laws of the State of California, without regard to conflict of law provisions or principals.

For claims not required to be arbitrated under Section 10, or in the event the arbitration provision in Section 10 is deemed unenforceable or voided, you agree that any claim asserted in any legal proceeding by you against us shall be commenced and maintained exclusively in any state or federal court located in Santa Clara County, California having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising between us, the prevailing party will be entitled to attorneys’ fees and expenses.

12.  Privacy and Copyright Protection

a. Satori Privacy Policies. By using the Service, Satori may use submitted information in accordance with our Privacy Policies, available at [https://lit.io/privacy-policy].

b. Satori DMCA Policy. Satori responds to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When Satori receives a valid DMCA notification, it will take down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content, including by forwarding them a copy of the Notice and the name and email address of the person submitting the Notice, so that a Counter Notice may be filed. On receiving a valid Counter Notice, we generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

Please note: The DMCA provides that you may be liable for damages (including costs and attorneys’ fees) if you falsely claim that content is infringing your copyright. We recommend contacting an attorney if you are unsure whether your content is protected by copyright law or whether content is infringing on your copyright.

To Submit a Notice:

If you believe that In-Service content infringes on your copyright, you must submit a written notification to Satori either by email or written letter (regular mail or courier). The Notice must include the following:

1. An identification of the copyright you claim has been infringed (i.e., your copyrighted material);
2. A description of the nature and exact location of the content you claim infringes your copyright;
3. Your name, address, telephone number, and email address;
4. Statements by you that: (a) you have a good faith belief that the use of the copyrighted materials described above and contained on the Service is not authorized by the copyright owner, its agent, or by protection of law; and that (b) you swear, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
5. A physical signature of the copyright owner or a person authorized to act on their behalf. To satisfy the signature requirement, please designate electronic signatures by typing a forward slash before and after your name (e.g., /Jane Doe/).

Send the written Notice to the designated Copyright Agent at Satori by emailing us at legal@lit.io.

To Submit a Counter Notice:

Under the DMCA, a Counter Notice is a legal means to state your objection to a DMCA Notice. If you have received a DMCA Notice from Satori, or have been otherwise advised by Satori that your account was the subject of a DMCA Notice, and you dispute that your material is infringing or believe that the material removed or disabled was as a result of a mistake or misidentification of the material to be removed or disabled, you may submit a Counter Notice.

Satori will promptly terminate the accounts of users that are determined by Satori to be repeat infringers.

13.  General Provisions

a. General Legal Terms. We each agree to contract in the English language. If we provide a translation of these Terms, we do so for your convenience only and the English Terms will solely govern our relationship. These Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with these Terms, and Satori does not take action right away, this does not mean that Satori is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. These Terms are the entire agreement between you and Satori relating to the Service and supersede any prior or contemporaneous agreements on that subject.

b. Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time wihtout notice or consent.

c. Force Majeure. Except for payment for fees due hereunder, neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under these Terms due to any act of God, act of governmental authority, act of public enemy, terrorism, war, riot, flood, civil unrest, severe weather conditions, unplanned system down time, or any other cause beyond the reasonable control of the party delayed.

d. Export. The Service is subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations and may be subject to export or import regulations of other countries. You hereby agree that you will not export or re-export the Service in any form in violation of any applicable export or import laws of any jurisdiction.

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

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

g. Survival of Terms. Any provision of these Terms that contemplates performance or observance subsequent to any termination or expiration of these Terms, including, without limitation, all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of these Terms with respect to you and shall continue in full force and effect.

h. Notices. All notices from Satori will be governed according to Section 13.e above. All notices to Satori related to these Terms shall be in writing. Notices will be effective if dispatched by hand (which shall be deemed given upon delivery), e-mail, or reliable overnight delivery service (which shall be deemed given on business day after mailing), and sent to support@lit.io and legal@lit.io.

i. Waiver. Failure or delay by either party in exercising any right here under shall not operate as a waiver of such right. The descriptive headings of the sections of these Terms and any attachments are inserted for convenience only and do not constitute a part of these Terms.

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

k. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies