Terms of Service

Last Updated: February 9th, 2016

PLEASE READ THIS TERMS OF USE AGREEMENT ("AGREEMENT") CAREFULLY. BY ACCESSING OR USING THE WEBSITE (THE "SITE") OF STOPLIGHT, INC. ("STOPLIGHT") IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A "SERVICE" AND COLLECTIVELY, THE "SERVICES"), CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH STOPLIGHT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF STOPLIGHT YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY STOPLIGHT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Stoplight will make a new copy of this Agreement available at the Website, or through, the affected Service on the Website. Stoplight will also update the "Last Updated" date at the top of this Agreement. If Stoplight makes any material changes, and you have registered with us to create an Account (as defined in Section 2 below) Stoplight will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new users of the Website, and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to users that have registered for an Account. Stoplight may require you to provide consent to the updated Terms in a specified manner before further use of the Website, the Application and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. StopLight Services
1.1 Stoplight Services.

The Services enable users to, among other things, create and build API descriptions (“API Documentation”) based on the user’s specifications, and to test the user’s API(s) against that API Documentation. Subject to the terms and conditions of this Agreement, including your payment obligations, Stoplight grants to You a non-exclusive, non-transferable license, during the term of this Agreement, to access and use the Services solely for your internal business purposes.

1.2 Stoplight Software.

Stoplight’s Website may also make software and associated documentation available for download (“Software”). Any use of the Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Stoplight provide you with any tangible copy of our Software. Stoplight shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement. Subject to your compliance with this Agreement, Stoplight grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

1.3 Authorized Users.

You may permit any Authorized Users (as defined below) to access and use the features and functions of the Service as contemplated by this Agreement. Each Authorized User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Service. User IDs cannot be shared or used by more than one Authorized User at a time. If you wish to add additional User IDs, you may order such additional User IDs at any time by registering for additional user accounts via the Website. Upon written acceptance by Stoplight, Stoplight shall make the Service(s) available to the additional Authorized Users. As used herein, “Authorized User” means any individual who is your employee or such other person or entity that has been authorized to access the Service pursuant to your rights under this Agreement, through the purchase of a user seat via the Website.

1.4 Limitations.

You will not, and will not permit any Authorized User or other party to: (a) access or copy any data or information of other Stoplight subscribers without their consent; (b) knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein; (c) harass or interfere with another subscriber’s use and enjoyment of the Service or Software; (d) reverse engineer, disassemble or decompile any component of the Service or Software; (e) interfere in any manner with the operation of the Service, or the hardware and network used to operate the Service; (f) sublicense any of your rights under this Agreement, or otherwise use the Service or Software for the benefit of a third party or to operate a service bureau; (g) modify, copy or make derivative works based on any part of the Software or Service; or (j) otherwise use the Service in any manner that exceeds the scope of use permitted under this Agreement. You acknowledges and agrees that the Service will not be used, and are not licensed for use, in connection with any of your time-critical or mission-critical functions.

2. Registration

In order to access certain features of the Service and Software, you may be required to register for an account on the Website (“Account”). In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify Stoplight immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Stoplight has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Stoplight has the right to suspend or terminate your Account and refuse any and all current or future use of the Website, Software and Services (or any portion thereof).

3. Fees and Expenses; Payments
3.1 Fees and Payment.

You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Stoplight with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Stoplight with your credit card number and associated payment information, you agree that Stoplight is authorized to immediately invoice your Account for all fees and charges due and payable to Stoplight hereunder and that no additional notice or consent is required. You agree to immediately notify Stoplight of any change in your billing address or the credit card used for payment hereunder. Stoplight reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or Services or by e-mail delivery to you.

3.2 Service Subscription Fees.

You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your monthly or annual package, as applicable (each, a “Service Commencement Date”). Except as set forth in this Agreement, all fees for the Services are non-refundable. No contract will exist between you and Stoplight for the Services until Stoplight accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication. Your subscription will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at Stoplight’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into and going to the Account settings page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Stoplight to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Stoplight does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Stoplight may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

3.3 Taxes.

Stoplight’s fees are net of any applicable Sales Tax. If any Services or Software, or payments for any Services or Software, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Stoplight, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Stoplight for any liability or expense Stoplight may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Stoplight is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. Ownership; Licenses
4.1 StopLight Ownership.

As between Stoplight and you, the Services, Website, Software and all content therein (excluding Your Content) (collectively, the “Stoplight Properties”) and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Stoplight and its suppliers. All rights in and to Stoplight Properties not expressly granted to you in this Agreement are reserved by Stoplight and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding Stoplight Properties or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.

4.2 Your Content.

Stoplight acknowledges and agrees that you are, as between Stoplight and you, the exclusive owner of the API Documentation and the APIs, specifications, content and other data uploaded by you to the Service or Software (collectively, “Your Content”). To the extent Stoplight has any ownership interest in or to Your Content, Stoplight hereby assigns (excluding the Stoplight Properties) Your Content to you, including all intellectual property rights therein. However, in order to enable Stoplight to provide the Services to you, you hereby grant Stoplight a non-exclusive, worldwide, royalty-free and fully paid license to use the Your Content as necessary for purposes of providing the Services.

5. Warranties and Disclaimers
5.1 By You.

You represent and warrant to Stoplight that (a) you have the authority to enter into this Agreement personally (if you are a natural person), or on behalf of the entity entering into this Agreement, and to bind that entity, and (b) that Your Content does not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Stoplight’s system or data; or (v) otherwise violate the rights of a third party. Stoplight is not obligated to back up any Your Content; you are solely responsible for creating backup copies of any Your Content at your sole cost and expense. You agree that any use of the Services contrary to or in violation of the representations and warranties made by you in this section constitutes unauthorized and improper use of the Services.

5.2 Disclaimer.

The Service is designed to assist users in designing and developing API Documentation, as well as testing APIs, based on the information provided by the end user. As such you acknowledge and agree that the outputs and deliverables, including the API Documentation, provided to you and your Authorized Users via the Service and Software (“Outputs”) are wholly dependent upon the actions, instructions, specifications and inputs taken or provided by you and your Authorized Users on the Service (“Inputs”). Stoplight makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for the quality, content, nature or reliability of any Outputs. You acknowledge that Stoplight is not responsible for, and will indemnify Stoplight against any claim or liability relating to or arising from: (i) the consequences of any Inputs of any Authorized User, (ii) any failure by you to use the Service in a manner prescribed by Stoplight, and (iii) any Authorized User’s failure to supply accurate information. THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RAW DATA, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS,” AND STOPLIGHT MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE RAW DATA, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO YOU BY STOPLIGHT. STOPLIGHT DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Indemnification

You agree to indemnify and hold Stoplight, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Stoplight Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Stoplight Properties; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Stoplight reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Stoplight in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Stoplight Properties.

7. Limitation of Liability
7.1 Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL STOPLIGHT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE STOPLIGHT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT STOPLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE STOPLIGHT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE STOPLIGHT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE STOPLIGHT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE STOPLIGHT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE STOPLIGHT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

7.2 Cap on Liability.

UNDER NO CIRCUMSTANCES WILL THE STOPLIGHT PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE STOPLIGHT AS A RESULT OF YOUR USE OF THE STOPLIGHT PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID THE STOPLIGHT ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, STOPLIGHT’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

7.3 Your Content.

THE STOPLIGHT PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

7.4 Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STOPLIGHT AND YOU.

8. Term and Termination
8.1 Term.

This Agreement commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Stoplight Properties, unless terminated earlier in accordance with this Agreement.

8.2 Prior Use.

Notwithstanding the foregoing, if you used the Stoplight Properties prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Stoplight Properties (whichever is earlier) and will remain in full force and effect while you use the Stoplight Properties, unless earlier terminated in accordance with this Agreement.

8.3 Termination of Services by StopLight.

If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of this Agreement, or if Stoplight is required to do so by law (e.g., where the provision of the Website, the Software or the Services is, or becomes, unlawful), Stoplight has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Stoplight’s sole discretion and that Stoplight shall not be liable to you or any third party for any termination of your Account.

8.4 Termination of Services by You.

If you want to terminate the Services provided by Stoplight, you may do so by (a) notifying Stoplight at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Stoplight's address set forth below.

8.5 Effect of Termination.

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Stoplight will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

9. Remedies
9.1 Violation.

If Stoplight becomes aware of any possible violations by you of this Agreement, Stoplight reserves the right to investigate such violations. If, as a result of the investigation, Stoplight believes that criminal activity has occurred, Stoplight reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Stoplight is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Stoplight Properties, including Your Content, in Stoplight’s possession in connection with your use of the Stoplight Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce this Agreement, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Stoplight, its users or the public, and all enforcement or other government officials, as Stoplight in its sole discretion believes to be necessary or appropriate.

9.2 Breach.

In the event that Stoplight determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Stoplight Properties, Stoplight reserves the right to:

  1. Warn you via e-mail (to any e-mail address you have provided to Stoplight) that you have violated this Agreement;
  2. Delete any of Your Content provided by you or your agent(s) to the Stoplight Properties;
  3. Discontinue your registration(s) with the any of the Stoplight Properties;
  4. Discontinue your subscription to any Services;
  5. Pursue any other action which Stoplight deems to be appropriate.
9.3 No Subsequent Registration.

If your registration(s) with or ability to access the Stoplight Properties is discontinued by Stoplight due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Stoplight Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Stoplight Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Stoplight reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

10. General Provisions
10.1 Electronic Communications.

The communications between you and Stoplight use electronic means, whether you visit the Stoplight Properties or send Stoplight e-mails, or whether Stoplight posts notices on the Stoplight Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Stoplight in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Stoplight provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

10.2 Assignment.

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Stoplight’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

10.3 Force Majeure.

Stoplight shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

10.4 Questions, Complaints, Claims.

If you have any questions, complaints or claims with respect to the Stoplight Properties, please contact us at: [email protected] We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

10.5 Limitations Period.

YOU AND STOPLIGHT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE STOPLIGHT PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.

Please read this Section 106 (“Arbitration Agreement”) carefully. It is part of your contract with Stoplight and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by Stoplight that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Stoplight, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.
  2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Stoplight should be sent to the following email: [email protected] After the Notice is received, you and Stoplight will attempt to resolve the claim or dispute informally. If you and Stoplight do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
  3. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Commercial Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a three, neutral arbitrators. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Wilmington, Delaware, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider.
  4. Additional Rules for Non-appearance Based Arbitration If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
  5. Time Limits. If you or Stoplight pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
  6. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Stoplight, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Stoplight.
  7. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Stoplight in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND STOPLIGHT WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  8. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
  9. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
  10. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
  11. Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Agreement.
  12. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Stoplight.
  13. Small Claims Court. Notwithstanding the foregoing, either you or Stoplight may bring an individual action in small claims court.
  14. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
  15. Claims Not Subject To Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement.
  16. Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Wilmington, Delaware for such purpose.
10.7 Governing Law.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.8 Notice.

Where Stoplight requires that you provide an e-mail address, you are responsible for providing Stoplight with your most current e-mail address. In the event that the last e-mail address you provided to Stoplight is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Stoplight’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Stoplight at the following email address: [email protected]

10.9 Waiver.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.10 Severability.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.11 Export.

You may not use, export, import, or transfer the Stoplight Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Stoplight Properties, and any other applicable laws. In particular, but without limitation, the Stoplight Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Stoplight Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Stoplight Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Stoplight are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Stoplight products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

10.12 Entire Agreement.

This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.


Changelog

February 9th, 2016 - Initial version.