Streads Terms of Service
Driver Term and Condition
These standard terms and conditions (the "Terms and Conditions") are entered into between STREADS INC. ("STREADS") and the Driver Partner referenced on the corresponding Driver Partner Registration Form submitted via STREADS’ web-based platform. These Terms and Conditions shall be deemed incorporated by reference into any corresponding Driver Partner Registration Form submitted by Driver Partner. The Terms and Conditions and the Driver Partner Registration Form shall be collectively known as the "Agreement."
The Driver Partner will earn 20% of the advertising revenue derived from the impressions of advertisements displayed on his/her device, in each case determined by STREADS. Payments will accrue until the amount reaches $100. Once $100 is accrued, Driver Partner may cash out at any time. STREADS will not charge Driver Partner any transaction fees. Payments will only be made to Driver Partner’s PayPal account provided at registration.
Driver Partner is not an employee of STREADS. As such, STREADS will not withhold any money from Driver Partner’s earnings for Social Security, Medicare, Medicaid, or any federal or state taxes. Driver Partner is solely responsible for any such taxes.
Intellectual Property. STREADS grants you a non-exclusive, non-sublicensable, revocable license for the use of the application. This license is limited to uses explicitly permitted by these Terms and Conditions and the End User License Agreement attached hereto. By participating in STREADS Driver Partner Program, Driver Partner does not acquire any right, title, or interest in any intellectual property rights belonging to STREADS or its licensors, except as expressly provided in these Terms and Conditions. You grant STREADS the right to use your name in our presentations, marketing materials, customer lists, and financial reports.
Representations and Warranties. Driver Partner represents and warrants that he/she has full power and authority to bind himself/herself to these Terms and Conditions, that STREADS has never previously suspended, terminated, or disabled your participation in STREADS Driver Partner Program, and that all the information you provide STREADS, whether in your application, through this agreement, or in any other communication, is accurate and up-to-date.
Disclaimers of Warranties. STREADS makes no guarantees or warranties, express or implied. You expressly disclaim all implied warranties, including, but not limited to merchantability, fitness for any purpose, functionality, or satisfactory quality. STREADS makes no guarantees or promises with regard to the content it displays on your device, the profitability, or reliability of the content or software. STREADS’ products and services are provided as-is.
Termination. STREADS and/or Driver Partner may terminate the Agreement and Driver Partner’s participation in STREADS’ Driver Partner Program at any time. Upon termination, Driver Partner’s accrued earnings will be paid within 90 days of termination, regardless of the amount. Moreover, this Agreement will terminate automatically upon 180 days of the Tablet not generating impressions. If Driver Partner wishes to terminate the Agreement, he/she must notify STREADS via the Tablets application. The system will automatically generate a Notice of Termination and Recall. If STREADS decides to terminate the Agreement or the Agreement terminates automatically upon 180 days of no impressions, Driver Partner will receive a Notice of Termination and Recall via email.
STREADS may designate certain information it provides Driver Partner as confidential. Driver Partner agrees to keep any such designated information in the strictest confidence. Driver Partner may not disclose any information STREADS designates confidential to any third party without prior written consent. This information may include Beta features, advertising experiments, promotional incentives, and any other information STREADS designate as confidential. Driver Partner’s obligation to keep this information confidential survives termination of this contract.
Liability and Damages Limitations; Choice of Law and Forum. Except as expressly provided in these Terms and Conditions, neither party may be held liable under these Terms and Conditions, STREADS Policies attached hereto, or for any claims arising out of or relating to the performance of these terms and conditions for any damages other than direct damages. This restriction applies whether either party knows or should know such damages are otherwise allowable and even if direct damages are an insufficient remedy. This restriction prevents either party from making a claim for indirect or consequential damages, lost profits, or lost sales. Under no circumstances will STREADS be liable to you in an amount in excess of the amount you earned from your participation in STREADS’ Driver Partner Program in the thirty days before the events giving rise to the claim occurred. Except as otherwise expressly provided in these Terms and Conditions, you may not make a claim more than two years after the events giving rise to the claim occurred. Driver Partner expressly waives his/her right to bring or participate in a class-action lawsuit against STREADS. This does not limit Driver Partner’s ability to bring suit on an individual basis, subject to the terms of this agreement. All claims arising out of or relating to these Terms and Conditions or STREADS’ services will be governed by Florida law without regard for any rules governing conflict of laws, and will be litigated exclusively in the federal or state courts within Miami-Dade County, Florida. The parties expressly consent to personal jurisdiction in those courts.
Driver Partner agrees to defend, indemnify, and hold harmless STREADS, its affiliates, agents, partners, officers, directors, and employees from any third party claim, loss, or liability, including costs, expenses, and attorneys’ fees arising out of or related to your use of STREADS’ products and services, including any claim for trademark or copyright infringement, your breach of any term of the agreement, or your violation of any STREADS policy. You shall also be liable for any costs, expenses, and attorneys’ fees STREADS reasonably incurs in successful enforcement of these Terms and Conditions.
These Terms and Conditions and the policies referenced by these Terms and Conditions constitute the entire agreement between the parties and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter of this agreement. STREADS may modify these Terms or the policies at any time without liability. Changes STREADS makes will become effective 14 days after posting unless the notice provides otherwise. No changes will be retroactive. STREADS will provide you notice of any changes by e-mail. It is your responsibility to monitor your e-mail and keep your contact information up-to-date with STREADS.
STREADS is not your employer. This agreement and your participation in STREADS’ Driver Partner Program does not create a partnership, agency, or joint venture.
Force Majeure. If either party is unable to perform any obligations due to a condition beyond that party’s control (i.e. an act of war, terrorism, riot, Internet disturbance, natural disaster, or governmental action), that party will not incur any liability for the failure to perform.
Paragraph 4 and paragraphs 7 through 15 survive termination of this agreement.
In the event any one or more of the provisions of these Terms and Conditions are invalid, illegal, or unenforceable in any respect, the validity of the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall be deemed as a waiver of such right, power, or remedy, or as a waiver of any other term, condition, or remedy.
ADVERTISER PARTNER TERMS AND CONDITIONS
These standard terms and conditions (the "Terms and Conditions") are entered into between STREADS INC. ("STREADS") and the Advertiser referenced on the corresponding campaign order ("Campaign Order" or “CO”) created via the “Campaign Management” tab of STREADS’ web-based platform. These Terms and Conditions shall be deemed incorporated by reference into any corresponding Campaign Order submitted by Advertiser. The Terms and Conditions and the Campaign Order shall be collectively known as the "Agreement."
1. Term. The term of these Terms and Conditions commences on the Start Date set forth in the Campaign Order and continues in force and effect until terminated pursuant to section 9.
2. Terms of Payment. Advertiser must complete and maintain updated at all times its “Payment Management” profile via STREAD’s web-based platform by submitting its complete billing and credit card information, as well as setting a spending limit. By completing its Payment Management profile, Advertiser authorizes STREADS to automatically charge Advertisers credit card to collect payment for advertisement fees. Advertisement fees are due on the last day of each month starting on the month immediately following the Start Date-month or immediately upon incurring a debt for advertisement fees of $400 dollars.
The advertisement fees will be calculated according to “STREADS Advertisement Fee Schedule.”
STREADS ADVERTISEMENT FEE SCHEDULE
Number of passengers in driver partner’s vehicle generating impression
Advertisements of 30 seconds or less
Advertisement of 30 to 60 seconds
35 cents per impression
50 cents per impression
2 persons or more
45 cents per impression
70 cents per impression
Delinquent payments shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from due date as described in this paragraph until paid in full. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by STREADS in collecting such amounts. All payments due are in U.S. dollars and are exclusive of any applicable taxes, which applicable taxes shall be the responsibility of Advertiser.
3. Provision of Advertising Materials. Unless otherwise agreed, Advertiser will provide all advertising materials to STREADS at least three business days before the desired date of publication by uploading the materials via de “Content Management” tab in STREADS’ web-based platform, or such other address as STREADS may specify from time to time. If advertisement materials are not provided in accordance with this policy, STREADS cannot guarantee that the corresponding advertisement will commence by the start date indicated in the Campaign Order. All changes to an advertisement must be made prior to the lead time deadline via the “Content Management” tab. Advertiser hereby grants to STREADS a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute the advertisement and all contents therein in accordance with this Agreement.
4. Right to Reject Advertisement. All advertisements are subject to STREADS’ approval. STREADS reserves the right to reject any advertisement, Campaign Order, or URL link, at any time, for any reason whatsoever (including, but not limited to, belief by STREADS that any placement thereof may subject STREADS to criminal or civil liability). In such a case, STREADS will provide Advertiser a written explanation of its decision and the basis therefore. Notwithstanding the foregoing, SREADS will not cancel placement of an advertisement, Campaign Order, or URL link due to inventory demand from other advertisers. Advertiser remains ultimately responsible for the selection, content, and display of any advertisements, URL link, and Campaign Order.
5. Unavailable Advertisement Materials. If at the beginning of a campaign Advertiser fails to provide advertisement materials that are acceptable and that comply with section 3 of this Agreement, STREADS shall have the right to charge Advertiser, at the rate specified in the Campaign Order, for inventory held by STREADS pending receipt of acceptable materials from Advertiser. Once a campaign has begun, if either STREADS or Advertiser chooses to terminate an advertisement, STREADS shall have the right to publish in substitution any prior acceptable advertisement submitted by Advertiser until such time as STREADS can reasonably begin publication of Advertiser's desired advertisement; if in STREADS’ sole discretion there exists no acceptable substitute advertisement, STREADS shall have the right to charge Advertiser, at the rate specified in the Campaign Order, for inventory held by STREADS pending receipt of acceptable materials from Advertiser.
7. Reporting. STREADS will provide Advertiser with password-protected access to 24/7 online reporting information so that Advertiser may monitor its campaign. STREADS will undertake commercially reasonable efforts to deliver impressions in accordance with the estimates set forth in a Campaign Order. Because the estimates are forecasts, however, STREADS makes no guarantee regarding the levels of impressions for any advertisement. STREADS will maintain delivery statistics and Advertiser acknowledges that delivery statistics provided by STREADS are the official and definitive measurements of STREADS’ performance on any delivery obligations provided in the Campaign Order. No other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by STREADS or have any effect on this Agreement. An "impression" means each occurrence of a display of an advertisement.
8. Renewal. Except as expressly set forth in the Campaign Order, any renewal of the Campaign Order and acceptance of any additional campaign orders shall be at STREADS’ sole discretion. Pricing for any renewal period is subject to change by STREADS in its sole discretion.
9. Termination; Non-Cancellation. Subject to Paragraph 4 above, STREADS shall have the right to terminate any Campaign Order (and this Agreement), with or without cause, at any time. Once a CO is submitted, it cannot be terminated or cancelled by Advertiser for any reason and the submission of a CO shall be deemed an acceptance of this noncancellation provision.
10. Effect of Termination. In the event of any termination, Advertiser shall remain liable for any amount due under a Campaign Order for advertisements delivered by STREADS and such obligation to pay shall survive any termination of this Agreement. Upon termination for any reason, at the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party. Sections 2, 8, 10, and 12-17 shall survive any termination of this Agreement.
11. No Assignment or Resale of Advertisement Space. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to STREADS.
12. No Warranty. STREADS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. STREADS DOES NOT WARRANT THAT STREADS’ DELIVERY OF SERVICES OR ADVERTISEMENTS HEREUNDER WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUS.
13. Limitations of Liability. In no event shall STREADS be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Agency or any third parties (if any). IN NO EVENT SHALL STREADS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOST PROFITS, LOSS OF BUSINESS, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF STREADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. STREADS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY STREADS FROM ADVERTISER FOR THE CAMPAIGN ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, STREADS shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, terrorism, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, Internet failures or communications lines failures or any other condition affecting production or delivery of the advertisements in any manner beyond the control of STREADS. Advertiser acknowledges that STREADS has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
14. Advertiser's Representations; Indemnification. Advertiser represents and warrants to STREADS and third parties (if any), (a) that Advertiser holds all necessary rights to permit the use of the advertisement by STREADS for the purpose of this Agreement; and (b) that the use, reproduction, distribution, transmission or display of advertisement, keywords selected by Advertiser, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (i) violate any criminal laws or any rights of any third parties; (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to defend STREADS and third parties (if any) from and against any third party claim (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by Advertiser in such defense), arising out of or related to (1) breach of any of the foregoing representations and warranties, (2) any third party claim arising from the content or targeting of an advertisements provided by Advertiser, or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
15. STREADS’ Indemnification. Except as provided in Paragraph 14 above, STREADS agrees to defend Advertiser from and against any third party claim (including damage awards, settlement amounts, and legal fees and expenses incurred by STREADS in such defense) arising out of or related to STREADS’ breach of its obligations under this Agreement.
16. Conditions to Indemnification Obligations. The foregoing indemnification obligations shall exist only if the indemnified party (the "Indemnitee") (1) promptly notifies the indemnifying party (the "Indemnitor") of any such claim, (2) provides the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (3) gives the Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. The Indemnitor shall not reimburse the Indemnitee for any expenses incurred by the Indemnitee without the prior written approval of the Indemnitor.
17. Confidentiality. Advertiser shall make no public announcement regarding the existence or content of the Campaign Order without STREADS’ prior written approval, which approval shall not be unreasonably withheld. Furthermore, during the term of this Agreement, and for a period of two years following any CO End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. "Confidential Information" shall mean (1) advertisements, prior to publication, (2) the Campaign Order, (3) any STREADS statistics that STREADS deems to be Confidential Information, and (4) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." The foregoing restriction does not apply to information that: (1) has been independently developed by the receiving party without access to the other party's Confidential Information; (2) has become publicly known through no breach of this Section 14 by the receiving party; (3) has been rightfully received from a third party authorized to make such disclosure; (4) has been approved for release in writing by the disclosing party; or (5) is required to be disclosed by a competent legal or governmental authority.
18. Priority. These Terms and Conditions shall supersede any and all conflicting terms in an Campaign Order unless (1) the terms relate to scheduling of an advertisement or pricing amounts, or (2) in a situation where a provision of these Terms and Conditions expressly allows for control by the Campaign Order (e.g., as noted in section 8, any renewal is in STREADS’ discretion unless the Campaign Order provides otherwise).
19. Miscellaneous. This Agreement: (1) shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law; and (2) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. Any controversy arising out of this Agreement or STREADS services will be litigated exclusively in the federal or state courts within Miami-Dade County, Florida. The parties expressly consent to personal jurisdiction in those courts. This constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and prior oral or written agreements. All additions or modifications to this Agreement must be made in writing and must be signed by all Parties. Any dispute hereunder will be negotiated in good faith between the parties within thirty (30) days upon receiving written notice from one party to the other, provided however that this obligation does not eliminate any other remedies available to the parties. Any notices under this Agreement shall be sent to the addresses set forth in the Campaign Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.