Terms of Service

Last modified : July 2021

Thank you for using Stipop Sticker API and SDK, other developer services, and associated software (collectively, "API/SDK"). By accessing or using our API/SDK, you are agreeing to the terms below. This Stipop API/SDK Terms of Service(the "Term") is made and entered into between Stipop Inc. and the entity or person agreeing to these terms ("Customer"). If you are accepting on behalf of Customer, you represent and warrant that: (a) you have the full legal authority to bind Customer to this Term; (b) you have read and understood this Term; and (с) you agree, on behalf of Customer, to this Term. If you do not have the legal authority to bind Customer, please do not click to accept. This Term governs Customer's access to and use of the Services. Under the Terms, "Stipop" means Stipop Inc., with offices at Fl.1, 3340 Ocean Park Boulevard, Santa Monica, CA 90405, United States, unless set forth otherwise in additional terms applicable for a given API/SDK.

1. Provision of the Services

1.1 Use of the Services in Customer Applications

Stipop will provide the Services to Customer in accordance with the Term, and Customer may use the Services in Customer Application(s) in accordance with Section 3 (License).

1.2 Dashboard; Projects; API Keys

Customer will administer the Services through the online Dashboard. To access the Services, Customer must create Project(s) and use its API key(s) or setup files (plist/json) in accordance with the Documentation.

1.3 Accounts

Customer must have an Account. Customer is responsible for: (a) the information it provides in connection with the Account; (b) maintaining the confidentiality and security of the Account and associated passwords; and (с) any use of its Account.

1.4 Customer Domains and Applications

Customer must list in the Dashboard each authorized domain and application that uses the Services. Customer is responsible for ensuring that only authorized domains and applications use the Services.

1.5 New Features and Services

Stipop may: (a) make new features or functionality available through the Services and (b) add new services to the "Services" definition. Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

2. Free Usage and Payment Terms

2.1 Free Usage

With the correct usage of the SDK and API as stated in the Stipop Documentation, all services are free to use. There may be changes to the free usage with the addition of premium features, but it will be stated to all users 14 days before applying. All stickers provided Stipop should not be downloaded and stored in the customer's server and database. Instead, they should only be used through image url provided by Stipop.

2.2 Special paid Usage

In the case of special usage like image file provision, exclusive pricing will be applied. This will take place individually for each use cases. For the billing method, Stipop will issue an electronic bill to Customer for all charges as stated in the exclusive pricing deal. If Customer elects to pay by invoice (and Stipop agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Stipop's measurement of Customer’s use of the Services is final. Stipop has no obligation to provide multiple bills.

2.3 Taxes

2.3.1 Customer is responsible for any Taxes, and Customer will pay Stipop for the Services without any reduction for Taxes. If Stipop is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Stipop with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Stipop, Customer must provide Stipop with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Stipop, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Stipop will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

2.3.2 If required under applicable law, Customer will provide Stipop with applicable tax identification information that Stipop may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Stipop for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.4 Invoice Disputes & Refunds

Any invoice disputes must be submitted before the payment due date. If Stipop determines that Fees were incorrectly invoiced, then Stipop will issue a credit equal to the agreed amount. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Nothing in the Term obligates Stipop to extend credit to any party.

2.5 Delinquent Payments; Suspension

If Customer’s payment is overdue, then Stipop may (a) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (b) Suspend the Services or terminate the Term. Customer will reimburse Stipop for all reasonable expenses (including attorneys’ fees) incurred by Stipop in collecting overdue payments except where such payments are due to Stipop’s billing inaccuracies.

2.6 No Purchase Order Number Required

Stipop is not required to provide a purchase order number on Stipop’s invoice (or otherwise).

3. License

3.1 License Grant

Subject to the Term's terms, during the Term, Stipop grants to Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s)

3.2 License Requirements and Restrictions

The following are conditions of the license granted in Section 3.1 (License Grant). In this Section 3.2 (License Requirements and Restrictions), the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.

3.2.1 General Restrictions

Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (с) sell, resell, sublicense, transfer, or distribute the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations.

3.2.2 Restrictions Against Misusing the Services.

(a) No Scraping. Customer will not export, extract, or otherwise scrape Stipop Sticker content for use outside the Services. For example, Customer will not: (i) pre-fetch, index, store, reshare, or rehost Stipop Sticker content outside the services; (ii) bulk download Stipop Sticker images(including URLs), titles, descriptions, artists’ information, metadata, and labels; (iii) copy and save business names, addresses, or user reviews. (b) No Caching. Customer will not cache Stipop Sticker Content except as expressly permitted under the Sticker Service Specific Terms. (с) No Creating Content From Stipop Sticker Content. Customer will not create content based on Stipop Sticker Content. For example, Customer will not: (i) trace or digitize roadways, building outlines, utility posts, or electrical lines; (ii) create 3D models from 45° Imagery. (d) No Re-Creating Stipop Products or Features. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Stipop product or service. Customer’s product or service must contain substantial, independent value and features beyond the Stipop products or services. For example, Customer will not: (i) re-distribute the Stipop Sticker Core Services or pass them off as if they were Customer’s services; (ii) use the Stipop Sticker Core Services to create a substitute of the Stipop Sticker Core Services, Stipop Sticker, or Stipop Sticker mobile apps, or their features; (iii) use the Stipop Sticker Core Services in a listings or directory service or to create or augment an advertising product. (e) No Circumventing Fees. Customer will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or Applications to avoid incurring Fees, prevent Stipop from accurately calculating Customer’s Service usage levels, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model. (f) No Use in Prohibited Territories. Customer will not distribute or market in a Prohibited Territory any Customer Application(s) that use the Stipop Sticker Core Services. (g) No Modifying Search Results Integrity. Customer will not modify any of the Stipop Sticker Core Services’ search results.

4. Customer Obligations

4.1 Compliance

Customer will: (a) ensure that Customer’s and its End Users’ use of the Services complies with the Term; (b) prevent and terminate any unauthorized use of or access to its Account(s) or the Services; and (с) promptly notify Stipop of any unauthorized use of or access to its Account(s) or the Services of which Customer becomes aware.

4.2 Documentation

Stipop may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions on how the Services may be used and Customer will comply with any such restrictions specified.

Stipop provides information to help copyright holders manage their intellectual property online, but Stipop cannot determine whether something is being used legally without input from the copyright holders. Stipop will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain a safe harbor for online service providers. If Customer believes a person or entity is infringing Customer’s or End Users’ copyrights and would like to notify Stipop, Customer can find information about submitting notices, and Stipop's policy about responding to notices at https://studio.stipop.io/terms-and-conditions-of-use.

4.4 Data Use, Protection, and Privacy

4.4.1 Data Use and Retention.

To provide the Services through the Customer Application(s), Stipop collects and receives data from Customer and End Users (and End Users’ End Users, if any), including search terms, Unique IDs, and IP addresses. Customer acknowledges and agrees that Stipop may use and retain this data to provide and improve Stipop products and services.

4.4.2 EU Personal Information Protection Act.

Stipop makes the following efforts to comply with the EU Personal Information Protection Act (GDPR). (a) GDPR awareness-raising activities, (b) Perform personal information impact assessment, (с) Ensuring User Rights (d) Report and Notification of Personal Information Leakage

4.4.3 End User Requirements.

(a) End User Privacy. Customer’s use of the Services in the Customer Application will comply with applicable privacy laws, including laws regarding Services that store and access Cookies on End Users’ devices.

(b) End User Personal Data. Through the normal functioning of the Stipop Sticker Core Services, End Users provide personally identifiable information and Personal Data directly to Stipop. However, Customer will not provide to Stipop (i) any End User’s personally identifiable information; or (ii) any European End User’s Personal Data (where “European” means “European Economic Area, Switzerland, or the UK”).

(с) End User Location Privacy Requirements. To safeguard End Users’ location privacy, Customer will ensure that the Customer Application(s): (i) notify End Users in advance of (1) the type(s) of data that Customer intends to collect from the End Users or the End Users’ devices, and (2) the combination and use of End User's location with any other data provider's data; and (ii) will not obtain or cache any End User's location except with the End User's express, prior, revocable consent.

5. Suspension

5.1 For License Restrictions Breaches

Stipop may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For AUP Breaches or Emergency Security Issues

Stipop may also Suspend Services as described in Subsections 5.2.1 (AUP Breaches) and 5.2.2 (Emergency Suspension). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or comply with applicable law.

5.2.1 AUP Breaches.

If Stipop becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, Stipop will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 24 hours, or if Stipop is otherwise required by applicable law to take action, then Stipop may Suspend all or part of Customer’s use of the Services.

5.2.2 Emergency Suspension.

Stipop may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) Stipop is required to Suspend such use to comply with applicable law. At Customer’s request, unless prohibited by applicable law, Stipop will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5.3 For Alleged Third-Party Intellectual Property Rights Infringement.

If the Customer Application is alleged to infringe a third party’s Intellectual Property Rights, Stipop may require Customer to suspend all use of the Stipop Sticker Core Services in the Customer Application on 30 days’ written notice until such allegation is fully resolved. In any event, this Section 5.3 (For Alleged Third-Party Intellectual Property Rights Infringement) does not reduce Customer’s obligations under Section 15 (Indemnification).

6. Intellectual Property Rights; Feedback

6.1 Intellectual Property Rights

Except as expressly stated in the Term, the Term does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in the Customer Application, and Stipop owns all Intellectual Property Rights in the Stipop Sticker Core Services.

6.2 Customer Feedback

If Customer provides Stipop Feedback about the Services, then Stipop may use that information without obligation to Customer, and Customer irrevocably assigns to Stipop all right, title, and interest in that Feedback.

7. Confidentiality

7.1 Confidentiality Obligations

Subject to Section 7.2 (Required Disclosure), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under the Term. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and are subject to confidentiality obligations at least as protective as those in this Section 10.1 (Confidentiality Obligations).

7.2 Required Disclosure

7.2.1 Subject to Section 7.2.2, the recipient and its Affiliates may disclose the other party’s Confidential Information to the extent required by applicable Legal Process, If the recipient and its Affiliates (as applicable) use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.

7.2.2 Sections 7.2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

7.2.3 As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.

8. Term and Termination

8.1 Agreement Term

The Term is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

8.2 Termination for Breach

Either party may terminate the Term for breach if: (a) the other party is in material breach of the Term and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations; or (с) becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Stipop may terminate Projects or access to Services, if Customer meets any of the conditions in subsections (a) or (b).

8.3 Termination for Inactivity

Stipop may terminate Projects with 30 days' prior written notice if such Project (a) has not made any requests to the Services from any Customer Applications for more than 180 days; or (b) has not incurred any Fees for more than 60 days.

8.4 Termination for Convenience

Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Term, Customer may terminate the Term for its convenience at any time. Stipop may terminate the Term for its convenience at any time without liability to Customer.

8.5 Effects of Termination

8.5.1 If the Term terminates, then: (a) the rights and access to the Services will terminate; (b) all Fees owed by Customer to Stipop are immediately due upon receipt of the final electronic bill; and (с) Customer will delete the Software and any content from the Services by the termination effective date.

8.5.2 The following will survive expiration or termination of the Term: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.4 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property; Feedback), Section 10 (Confidential Information), Section 8.5 (Effects of Termination), Section 11 (Disclaimer), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 15 (Miscellaneous).

9. Publicity

Customer may state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Stipop Brand Features in connection with its use of the Services, Customer must obtain written permission from Stipop through the process specified in the Trademark Guidelines. Stipop may include Customer’s name or Brand Features in a list of Stipop customers, online or in promotional materials. Stipop may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

10. Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into the Term; and (b) it will comply with Export Control Laws and Anti-Bribery Laws applicable to its provision, receipt, or use, of the Services, as applicable.

11. Disclaimer


12. Indemnification

12.1 Customer Indemnification Obligations

Unless prohibited by applicable law, Customer will defend Stipop and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer’s or an End User’s use of the Services in violation of the AUP or in violation of the Term.

12.2 Stipop Indemnification Obligations

Stipop will defend Customer and its Affiliates participating under the Term (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an Allegation that Customer Indemnified Parties' use of Stipop Indemnified Materials infringes the third party's Intellectual Property Rights.

12.3 Indemnification Exclusions

Sections 12.1 (Customer Indemnification Obligations) and 12.2 (Stipop Indemnification Obligations) will not apply to the extent the underlying Allegation arises from (a) the indemnified party’s breach of the Term or (b) a combination of the Customer Indemnified Materials or Stipop Indemnified Materials (as applicable)s with materials not provided by the indemnifying party, unless the combination is required by the Term.

12.4 Indemnification Conditions

Sections 12.1 (Customer Indemnification Obligations) and 12.2 (Stipop Indemnification Obligations) are conditioned on the following:

(a) The indemnified party must promptly notify the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 12.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 12.1 (Customer Indemnification Obligations) or 12.2 (Stipop Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

12.5 Remedies

(a) If Stipop reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Stipop may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

(b) If Stipop does not believe the remedies in Section 12.5(a) are commercially reasonable, then Stipop may Suspend or terminate Customer’s use of the impacted Services.

12.6 Sole Rights and Obligations

Without affecting either party’s termination rights, this Section 12 states the parties’ sole and exclusive remedy under the Term for any Allegations of Intellectual Property Rights infringement covered by this Section 12 (Indemnification).

13. Liability

13.1 Limited Liabilities

(a) To the extent permitted by applicable law and subject to Section 13.2 (Unlimited Liabilities), neither party and Stipop’s licensors will have any Liability arising out of or relating to the Term for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.

(b) Each party’s total aggregate Liability for damages arising out of or relating to the Term is limited to the Fees Customer paid under the Term during the 12 month period before the event giving rise to Liability.

13.2 Unlimited Liabilities. Nothing in the Term excludes or limits either party’s Liability for:

(a) its infringement of the other party’s Intellectual Property Rights

(b) its payment obligations under the Term; or

(с) matters for which liability cannot be excluded or limited under applicable law.

14. Advertising

In its sole discretion, Customer may configure the Service to either display or not display advertisements served by Stipop.

15. Miscellaneous

15.1 Notices

All notices must be in writing and addressed: (a) in the case of Stipop, to Stipop’s Business team at biz@stipop.io; and (b) in the case of Customer, to the Notification Email Address. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2 Assignment

Customer may not assign the Term without the written consent of Stipop, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Term; (b) the assigning party remains liable for obligations under the Term if the assignee defaults on them; and (с) the assigning party has notified the other party of the assignment. Any other attempt by Customer to assign is void. Stipop may assign the Term without the written consent of Customer by notifying Customer of the assignment.

15.3 Change of Control

If a party experiences a change of Control other than an internal restructuring or reorganization, then: (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate the Term any time between the change of Control and 30 days after it receives that written notice.

15.4 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

15.5 Subcontracting

Stipop may subcontract obligations under the Term but will remain liable to Customer for any subcontracted obligations.

15.6 No Agency

The Term does not create any agency, partnership or joint venture between the parties

15.7 No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Term.

15.8 Severability

If any part of the Term is invalid, illegal, or unenforceable, the rest of the Term will remain in effect.

15.9 No Third-Party Beneficiaries

The Term does not confer any benefits on any third party unless it expressly states that it does.

15.10 Equitable Relief

Nothing in the Term will limit either party’s ability to seek equitable relief.

15.11 Governing Law

This Term is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Diego, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

15.12 Amendments

Except as stated in Section 1.6.2 (Modifications; To the Term), any amendment to the Term must be in writing, expressly state that it is amending this Term, and be signed by both parties.

15.13 Entire Term

The Term states all terms agreed between the parties and supersedes any prior or contemporaneous Terms between the parties relating to its subject matter. In entering into this Term, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Term. The Term includes URL links to other terms (including the URL Terms), which are incorporated by reference into the Term. After the Effective Date, Stipop may provide an updated URL in place of any URL in the Term.

15.14 Conflicting Terms

If there is a conflict between the documents that make up the Term, then the documents will control in the following order: the Term and the terms at any URL.

15.15 Conflicting Languages

If the Term is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.