Last Updated: January 13, 2020
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY SATURN IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, SATURN will make a new copy of the Terms available at www.saturncloud.io (the “Website”). We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 3) or another manner through the Website (which may include posting an announcement on our Website). Saturn may require you to provide consent to the updated Terms in a specified manner before further use of the Saturn Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Saturn Services. Otherwise, your continued use of the Saturn Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
(a) Your Content. You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of Your Content. You will obtain all third party licenses, consents and permissions needed for Saturn to use the Your Content to provide the Saturn Services.
(b) License in Your Content. You grant to Saturn, on behalf of yourself and your Users, a non-exclusive license to use Your Content as necessary for purposes of providing the Saturn Services. Except for the limited licenses granted to Saturn in Your Content, as between you and Saturn, you reserve all right, title and interest in Your Content. Notwithstanding anything to the contrary herein, you agree that Saturn has the right to collect, use and analyze any deidentified information derived from Your Content (collectively, the “Deidentified Data”) for Saturn’s lawful business purposes, including to improve and enhance the Saturn Services and for other development, diagnostic, and corrective purposes in connection with the Saturn Services and any other Saturn offerings. Saturn may disclose Deidentified Data solely in aggregate form in connection with its business.
Saturn Services. Except for the limited access grant provided to you in these Terms, Saturn reserves all right, title and interest in its intellectual property and business, including the Saturn Services, Documentation, and Saturn trademarks. Except for Your Content, all work product or services provided or developed pursuant to these Terms (including any modifications and improvements to any Saturn Services pursuant subsection 4.3 or any intellectual property developed pursuant to subsection 4.4 below), and all intellectual property and other proprietary rights derived therefrom, will be the sole and exclusive property of Saturn.
Continuous Development. You acknowledge that Saturn may continually develop, deliver and provide to you on-going innovation to the Saturn Services in the form of new features, functionality, and efficiencies. Accordingly, Saturn reserves the right to modify the Saturn Services from time to time. Some modifications will be provided to you at no additional charge. In the event Saturn adds additional functionality to a particular Saturn Service, Saturn may condition the implementation of such modifications on your payment of additional fees provided you may continue to use the version of the Saturn Services that Saturn makes generally available (without such features) without paying additional fees.
Feedback. Saturn in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by you to Saturn, including such comments and suggestions of Users, in connection with its access to and use of the Saturn Services (all comments and suggestions provided by you hereunder constitute, collectively, the “Feedback”). You hereby grant Saturn, on behalf of yourself and your Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Saturn products and services.
Saturn will maintain a comprehensive information security program consistent with industry standards that contains appropriate administrative, technical and physical safeguards reasonably designed to protect Personal Information from unauthorized disclosure. Such information security program will include business continuity and disaster recovery plans that are consistent with industry standards and are designed to protect against loss of Your Content. In the event that Saturn has reason to believe that there has been any unauthorized access to, or loss of, Personal Information from its systems or premises, then it will promptly notify you according to Saturn’s policies and protocols aligned with the data type and nature of the event.
Violations. If Saturn becomes aware of any possible violations by you of these Terms, Saturn reserves the right to investigate such violations. If, as a result of the investigation, Saturn believes that criminal activity has occurred, Saturn reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Saturn is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Saturn Services, including Your Content, in Saturn’s possession in connection with your use of Saturn Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Saturn, its Registered Users or the public, and all enforcement or other government officials, as Saturn in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Saturn determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Saturn Services, Saturn reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to Saturn) that you have violated the Terms;
(b) Delete any of Your Content provided by you or your agent(s) to Saturn Services;
(c) Discontinue your registration(s) with any of Saturn services, including any Saturn Services or any Saturn community;
(d) Discontinue your subscription to any Saturn Services;
(e) Notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which Saturn deems to be appropriate.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Saturn and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Saturn Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Saturn may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at Saturn Cloud, Inc., 33 Irving Place, New York, New York 10003. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Saturn will pay them for you. In addition, Saturn will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totalling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Saturn. The arbitration proceeding 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 arbitral forum’s rules, and these Terms (including the Arbitration 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 us.
Waiver of Jury Trial. YOU AND SATURN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Saturn are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Saturn username (if any), the email address you used to set up your Saturn account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. Except as provided in subsection 11.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Saturn.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Saturn makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Saturn at the following address: firstname.lastname@example.org.
Saturn Cloud, Inc.
Address: 33 Irving Place, New York, NY 10003