Terms & Conditions

Welcome to SURGEON’S DATA SCIENCE COLLECTIVE, INC., D/B/A SURGICAL DATA SCIENCE COLLECTIVE (“SDSC,” “we” and “us”). Please read on to learn the rules and restrictions that govern your use of our website (the “Site”). If you have any questions, comments, or concerns regarding these terms or the Site, please contact us at:

Email: support@surgicalvideo.io

Address: 2000 Pennsylvania Ave. NW, Suite 7000, Washington, DC 20006

These Terms of Use (the “Terms”) are a binding contract between you and      SDSC     . Your use of the Site in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site. These Terms include the provisions in this document as well as those in the Privacy Policy.

Please read these Terms carefully. They cover important information about the Site. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITE IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITE IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Site, so these Terms may need to change along with our Site. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.surgicalvideo.io/, send you an email, and/or notify you by some other means. 

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Site. If you use the Site in any way after a change to the Terms is effective, that means you agree to all of the changes. 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. 

What about my privacy?

SDSC takes the privacy of its users very seriously. For the current SDSC Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Site or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@surgicalvideo.io.

Health Insurance Portability & Accountability Act

Some professionals you may interact with in connection with our Site qualify as “health care providers” under the Health Insurance Portability & Accountability Act (“Health Care Providers” and “HIPAA”, respectively). Such Health Care Providers may require you to review and acknowledge their specific HIPAA Notice of Privacy Practices; any such terms are between you and such Health Care Provider. We encourage you to review our Privacy Policy, which provides additional information on how SDSC may use your Personal Data (as defined in the Privacy Policy) and any communications between you and such Health Care Provider.

By agreeing to these Terms, you acknowledge and agree that is the express intent of both you and SDSC that your User Data (as defined below) will not contain or comprise any Protected Health Information (“PHI”), as defined by HIPAA, and you agree not to upload or otherwise provide any PHI via the Services. In the event that you become aware that PHI has been uploaded or provided to the Services or that any of your User Data is reasonably capable of identifying any individual, you will immediately notify us. 

What are the basics of using SDSC?

You may be required to sign up for an account, select a password and user name (“SDSC User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your SDSC User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Site and have gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Site for your own internal business use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Site is prohibited by applicable laws, then you aren’t authorized to use the Site. We can’t and won’t be responsible for your using the Site in a way that breaks the law.

You will not share your SDSC User ID, account or password with anyone, and you must protect the security of your SDSC User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your SDSC User ID and account.

No Medical Advice; Not for Emergencies

SDSC does not offer medical advice or diagnoses, or engage in the practice of medicine. Our Site is not intended to be a substitute for professional medical advice, diagnosis, or treatment and      is offered for informational and communicative purposes only. The Site is not intended to be, and must not be taken to be, the practice of medicine, nursing, pharmacy or other healthcare advice by SDSC.

The Site is not meant to diagnose or treat any conditions – only your medical professional can determine the right course of treatment for you and determine what is safe, appropriate and effective based on your needs. Reliance on any information provided by SDSC or in connection with the Site is solely at your own risk. You are solely responsible for any decisions or actions you take based on the information and materials available through the Site.

You acknowledge that although some Content (defined below) may be provided by individuals in the medical profession, the provision of such Content does not create a medical professional/patient relationship between you and SDSC, between SDSC and any other individual or entity, or between you and any other individual or entity, and does not constitute an opinion, medical advice, or diagnosis or treatment. Healthcare providers and patients should always obtain applicable diagnostic information from appropriate trusted sources. Healthcare providers should never withhold professional medical advice or delay in providing it because of something they have read in connection with our Site.

THE SERVICES SHOULD NEVER BE USED AS A SUBSTITUTE FOR EMERGENCY CARE. IF YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, YOU SHOULD SEEK EMERGENCY TREATMENT AT THE NEAREST EMERGENCY ROOM OR DIAL 911.

What about my data?

Anything you post, upload, share, store, or otherwise provide through the Services (including, without limitation, surgical videos) is your “User Data.” Some User Data may be viewable by other users on the Services. You are solely responsible for all of your User Data. You represent that all of your User Data are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations and that you have all rights, authorizations, permissions, and consents to post, upload, share, store, or otherwise provide your User Data through the Services and for SDSC and its sublicensees to use your User Data as contemplated herein.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Data that: (i) constitutes PHI, (ii) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (iii) contains sexually explicit content or pornography; (iv) contains hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (v) exploits minors; (vi) depicts unlawful acts or extreme violence; (vii) depicts animal cruelty or extreme violence towards animals; (viii) promotes fraudulent schemes, multi-level-marketing schemes, get-rich-quick schemes, online gaming and gambling, cash gifting, or any other dubious money-making ventures; or (ix) violates any law.

Data Licenses

In order to provide the Services, you grant us certain rights in your User Data (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Data that are also Personal Data (as defined in the Privacy Policy). For clarity, the following license grants to us and our users do not affect your other ownership or license rights in your User Data, including the right to grant additional licenses to your User Data, unless otherwise agreed in writing.

By submitting User Data, you hereby grant and agree to grant SDSC a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable (through multiple tiers), and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Data in connection with the Services and our (and our successors’ and assigns’) internal business and research purposes, including without limitation for and training artificial intelligence, machine learning, and large language models (collectively, “AI Models”) (and derivative works thereof), and including after your termination of your account or the Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Notwithstanding the foregoing SDSC may provide you with options for limiting the extent to which your User Data is viewable by other users of the Services.

If you store      User Data in your own personal SDSC account, in a manner that designated so as not viewable by any other user except you (i.e., by designating such User Data is private in your account settings) (such User Data, “Private User Data”), you grant SDSC the license above, as well as a license to display, perform, and distribute your Private User Data for the sole purpose of making that Private User Data accessible to you and providing the Services necessary to do so. 

If you share      User Data in a manner that only certain specified users can view (e.g., a private message to one or more other users) (“Limited-Audience User Data”), then you grant SDSC the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Data for the sole purpose of making that Limited Audience User Data accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Data, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share User Data in a manner that any user of the Services can view (e.g., a publicly viewable surgical video) (“Public User Data”), then you grant SDSC the licenses above, and you also hereby grant each user of the Services a non-exclusive, perpetual license to access your Public User Data through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Public User Data, including after your termination of your account or the Services.

You agree that the licenses you grant hereunder are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your SDSC account, we will stop displaying your User Data to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from SDSC’s records, and that your User Data may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that SDSC, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Data to conform and adapt those User Data to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Research Licenses

In pursuit of its mission to improve the practice of surgery, SDSC may from time to time make surgical videos and other of your User Data available to certain research partners, via the Researcher API (as defined below) or otherwise. You hereby agree that SDSC may make such User Data available to such research partners, subject to the following.

SDSC undertakes that all such User Data will be sublicensed to such research partners for internal research purposes only and on terms and conditions designed to prevent such research partner from further disclosing or transferring such User Data to a third party, or commercializing such User Data. SDSC will use commercially reasonable efforts to notify you (via the Services or otherwise) that your User Data has been or will be shared with any such research partner and to ensure that your contribution to arising publications is credited appropriately.

Usage Data and Feedback

In connection with the Services, you may provide us (in an email or otherwise) with feedback, suggestions, improvements, enhancements, or feature requests relating to the Services (“Feedback”).  Additionally, SDSC may collect certain analytics or usage information based on your use of the Services (“Usage Data”). You hereby grant SDSC the licenses granted above with respect to User Data, as well as a license to use, modify, display, perform, publish, practice and distribute for any and all purposes (including without limitation, training AI Models), the Feedback and Usage Data, as well as all other rights necessary to use and exercise all rights in that Feedback and Usage Data in connection with the Services. You agree that the licenses you grant are royalty-free, perpetual, sublicensable (through multiple tiers), transferable, irrevocable, and worldwide.

What about messaging?

As part of the Site, you may receive communications through the Site, including messages that SDSC sends you (for example, via email or SMS). When signing up for the Site, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Site and providing us with your wireless number, you confirm that you want SDSC to send you information regarding your account or information that we think may be of interest to you, which may include SDSC using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from SDSC, and you represent and warrant that each person you register for the Site or for whom you provide a wireless phone number has consented to receive communications from SDSC. You agree to indemnify and hold SDSC harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Are there restrictions in how I can use the Site?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Site, or otherwise use or interact with the Site, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including SDSC);
2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by SDSC;
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. jeopardizes the security of your SDSC User ID, account or anyone else’s (such as allowing someone else to log in to the Site as you);
5. attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. violates the security of any computer network, or cracks any passwords or security encryption codes;
7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interfere with the proper working of the Site (including by placing an unreasonable load on the Site’s infrastructure);
8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Site or Content (through use of manual or automated means);
9. copies or stores any significant portion of the Content; or
10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site.

A violation of any of the foregoing is grounds for termination of your right to use or access the Site. 

What are my rights on the Site?

The materials displayed or performed or available on or through the Site, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including SDSC’s) rights.

Subject to these Terms, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Site. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Site is expressly prohibited without prior written permission from us. You understand that SDSC owns the Site. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Site. The Site may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Additional services: The Researcher API

To facilitate SDSC’s research collaboration and contributions, SDSC also provides access to an application programming interface (the “Researcher API”) to certain valued third-party partners. If set forth on an applicable order form (each, an “Order Form”), then subject to these terms and conditions (and any additional terms and conditions set forth on the applicable Order Form), and only during the term thereof, SDSC grants you a limited, non-exclusive, non-sublicensable, non-transferable license (a) to make calls or queries to the Researcher API for purposes of sending and receiving data; and (b) to use and display the data received from the Researcher API (“API Data”) only for your internal research purposes. Except as expressly set forth in these terms and conditions or the Order Form, you have no right to distribute or allow access to the Researcher API or API Data to any third party nor to use the Researcher API or the API Data for any purpose other than as expressly set forth herein. Licensee’s use of the API must comply with the technical documentation, usage guidelines, call volume limits, and other documentation and instructions that SDSC makes available to you (collectively “Documentation”). If your call volume is limited under an Order Form, such limits may be increased only if (i) SDSC consents in writing (email acceptable) to increase the call volume limits, in which case such increased limits shall apply unless and until SDSC revokes such consent (email acceptable) and, if applicable, (ii) you pay the additional fees imposed by SDSC in connection with such increase.

In the event of any conflict between the Documentation and these Terms or an Order Form, these Terms or the Order Form, as applicable, shall control. In the event of any conflict between this section (Additional services: The Researcher API) (the “API Terms”) and any other provision of these Terms, the API Terms shall control with respect to the Researcher API and any API Data. In the event of any conflict between an Order Form and (i) these Terms (other than the API Terms), the Order Form shall control to the extent of such conflict with respect to the Researcher API and any API Data only; and (ii) the API Terms, the API Terms shall govern except to the extent that the Order Form expressly states that its conflicting terms are to control. 

Except to the limited extent expressly provided in these API Terms, neither you nor SDSC grants, and neither you nor SDSC shall acquire, any right, title or interest (including, without limitation, any implied license) in or to any property pursuant to this the API Terms. For the avoidance of doubt, you acknowledge and agree that each Order Form may contain additional terms and conditions governing your use of the Researcher API and the API Data, and you will comply with all such terms and conditions.

Who is responsible for what I see and do on the Site?

Any information or Content publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Site. We can’t guarantee the identity of any users with whom you interact in using the Site and are not responsible for which users gain access to the Site. 

You are responsible for all Content you contribute, in any manner, to the Site, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Site may contain links or connections to third-party websites or services that are not owned or controlled by SDSC. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that SDSC is not responsible for such risks. 

SDSC has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Site. In addition, SDSC will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Site, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through the Site, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that SDSC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Site, or between users and any third party, you agree that SDSC is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release SDSC, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Site. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will SDSC ever change the Site?

We’re always trying to improve our Site, so they may change over time. We may suspend or discontinue any part of the Site, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Site. We’ll try to give you notice when we make a material change to the Site that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Site at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

What if I want to stop using the Site? 

You’re free to do that at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Site.

SDSC is also free to terminate (or suspend access to) your use of the Site or your account for any reason in our discretion, including your breach of these Terms. SDSC has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. 

If you have deleted your account by mistake, contact us immediately at support@surgicalvideo.io – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer. SDSC and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (SDSC and all such parties together, the “SDSC Parties”) make no representations or warranties concerning the Site, including without limitation regarding any Content contained in or accessed through the Site, and the SDSC Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Site. The SDSC Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Site. THE SERVICES AND CONTENT ARE PROVIDED BY SDSC (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SDSC PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the SDSC Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Site (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Site account, in any way (by operation of law or otherwise) without SDSC’S prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with SDSC and limits the manner in which you can seek relief from SDSC. Both you and SDSC acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, SDSC’S officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. SDSC will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

( c) Small Claims Court; Infringement. Either you or SDSC may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

(d) Waiver of Jury Trial. YOU AND SDSC WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and SDSC are instead choosing to have claims and disputes resolved by arbitration. 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 any litigation between you and SDSC over whether to vacate or enforce an arbitration award, YOU AND SDSC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) 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. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor SDSC is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below. 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 2000 Pennsylvania Ave. NW Suite 7000 Washington, DC 20006, postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or SDSC to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and SDSC agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls. 

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with SDSC.

Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and SDSC agree that these Terms are the complete and exclusive statement of the mutual understanding between you and SDSC, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of SDSC, and you do not have any authority of any kind to bind SDSC in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and SDSC agree there are no third-party beneficiaries intended under these Terms.