STRAVA METRO TERMS OF USE

LAST UPDATED SEPTEMBER 22, 2020

We have updated the Strava Metro Terms of Use, effective as of September 22, 2020. These Metro TOU replace any previous versions of the Metro Terms of Use. 

These Strava Metro Terms of Use, as updated from time to time (“ Metro TOU ”) are a contract by and between Strava, Inc., a Delaware corporation (“ Strava ”) and the Licensee (as defined below). BY ACCESSING OR USING THE STRAVA METRO SERVICE AND THE STRAVA DATA, LICENSEE IS AGREEING TO THESE METRO TOU. IF LICENSEE DOES NOT AGREE TO THESE METRO TOU, LICENSEE MAY NOT ACCESS OR USE THE STRAVA METRO SERVICE OR STRAVA DATA THEREIN. These Metro TOU were written in English. To the extent a translated version of these Metro TOU conflicts with the English version, the English version controls.

  1. Definitions . Capitalized terms will have the meanings set forth below or otherwise defined in these Metro TOU:

    1. Authorized User ” means an individual employee of the Licensee who Licensee allows to access the Strava Metro Service and/or Licensee Reports on behalf of Licensee. 

    2. Confidential Information ” means all non-public information disclosed by Strava or the Licensee (“ Disclosing Party ”) to the other party (“ Receiving Party ”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, information about the Disclosing Party’s business, employees, providers, business plans, marketing plans, product roadmaps, technology, algorithms, and source code. Strava’s Confidential Information includes, but is not limited to, the Strava Data and any communications made by Strava to Licensee, whether written or oral . Licensee’s Confidential Information includes the Licensee Reports. 

    3. “Licensee” means the entity or organization that is accessing the Strava Metro Service. 

    4. Licensee Reports ” means summaries, research papers, studies, reports, charts, tables, graphs and other analyses that incorporate, are based on, or are otherwise created using Strava Data licensed pursuant to these Metro TOU.

    5. License Term” means the one (1) year period of Licensee’s authorized access to the Strava Metro Service, beginning as of the date Licensee’s application for access is approved by Strava.

    6. Project Type” means the use case (including an initiative, project, pilot, or program) identified in the Licensee’s application for access, in support of which the Strava Metro Service and Strava Data are being licensed to Licensee and for which Licensee Reports are generated consistent with these Metro TOU. 

    7. Strava Data ” means the Strava-owned or licensed data accessed by the Licensee via the Strava Metro Service, or any other data provided or owned by Strava. Strava Data shall adhere to the privacy selections of Strava members and will be aggregated and de-identified based on Strava’s internal policies and procedures.

    8. “Strava Metro Service” means the cloud-based website and data manipulation software made available by Strava pursuant to these Metro TOU, as updated by Strava from time to time.

    9. Territory” means the geographic areas with respect to which Strava Data will be made available via the Strava Metro Service. 

  2. Licensed Rights

    1. Access to Strava Metro Service . Upon Strava’s approval of Licensee’s application, and subject to the terms and conditions of these Metro TOU, Strava hereby grants the following rights to Licensee and Licensee’s Authorized Users: 

      1. Licensee Rights . Licensee and its Authorized Users are hereby granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the License Term to: (a) access and use the Strava Metro Service and Strava Data therein solely to evaluate the Strava Data and prepare Licensee Reports consistent with the terms of these Metro TOU, (b) to create and use the Licensee Reports for Licensee’s (or its affiliates’, or subsidiaries’) benefit solely in connection with the Project Type and (c) for Licensee, to authorize its employees to become Authorized Users. Licensee and Authorized Users shall maintain the confidentiality and security of its login credentials to access the Strava Metro Service, Strava Data, and/or Licensee Reports. Licensee shall take commercially reasonable precautions to protect against theft, loss or fraudulent use of such credentials, and shall immediately inform Strava of such theft, loss or fraudulent use. Licensee understands and agrees that each set of login credentials to the Strava Metro Service is unique and may not be shared with others, including other personnel of Licensee. 

      2. Licensee Administrator. Licensee shall be responsible for assigning at least one Authorized User as an administrator within the Strava Metro Service who will be responsible for managing and granting further usernames and passwords to additional Authorized Users. In the event the administrative functionality is unavailable, Licensee may contact support@stravametro.zendesk.comfor assistance.

      3. Further Acknowledgments . Licensee hereby acknowledges and agrees that: (a) Licensee shall remain liable to Strava for any acts or omissions of Licensee and its Authorized Users in violation of the terms and conditions of this these Metro TOU; (b) it does not obtain any use or other rights or interest in or to the Strava Metro Service or Strava Data except for the relevant limited rights expressly set forth in these Metro TOU; (c) Strava will have the right to immediately and without liability to Licensee, Authorized User or anyone else suspend and/or terminate Licensee’s and/or Authorized User’s access to or license rights with respect to the Strava Metro Service or Strava Data if Strava reasonably and in good faith believes or suspects that Licensee is engaged in any conduct that violates these Metro TOU, the rights of third parties, in any way creates circumstances that are likely to diminish, tarnish, or otherwise lessen Strava’s brand, reputation, or goodwill, or otherwise constitutes unlawful activity; (d) subject to any limiting terms otherwise set forth in these Metro TOU, Strava may exercise and enforce all of its rights and remedies under these Metro TOU or under law or equity; and (e) Strava has no obligation to provide any updates to the Strava Data or Strava Metro Service, or provide new data otherwise collected by Strava.

      4. OpenStreetMap. All Strava Data exported from the Strava Metro Service is provided in OpenStreetMap(c) format (“OSM”). Your use of OSM may be subject to the OpenStreetMap Copyright and License found at https://www.openstreetmap.org/copyright . You hereby agree that Strava shall bear no responsibility or accountability for your use of this third-party service. 

    2. Licensee Report Requirements.

      1. Licensee Reports (a) may not contain or display a copy of the underlying raw counts contained in the Strava Data used to generate such Licensee Report; (b) may be generated in combination with third party data lawfully and independently sourced by Licensee, but provided that such combination shall not be a comparison or benchmarking of the Strava Data with such third party data except for the sole purpose of validating all of the data relied on in the Licensee Report in accordance with standard research practices, and that such combination shall not directly or indirectly identify any identifiable natural person(s); (c) may only be provided to and used by the permitted Licensee; and (d) must include, in each copy of the Licensee Report, the following attribution “ This report includes aggregated and de-identified data from Strava Metro. ” 

      2. Thirty (30) days prior to any publication of a Licensee Report outside of Licensee’s organization, Licensee shall submit for Strava’s review and approval a copy of the Licensee Report. If, in Strava’s sole discretion, the Licensee Report or portion thereof damages Strava’s reputation, brand, or goodwill, or otherwise breaches any of Licensee’s obligations including but not limited to Licensee’s obligations herein, Licensee shall revise the Licensee Report according to Strava’s request. In addition to the foregoing, Strava shall have the right to request review of any Licensee Reports at any time to ensure compliance with these terms and Licensee shall provide such Licensee Report to Strava within five (5) days of such request.

      3. Subject to compliance with the foregoing, Licensee and Authorized User may reproduce, publicly display and distribute the Licensee Reports solely in connection with the relevant Project Type. Neither Licensee nor Authorized User shall have the right to access, use, reproduce, disclose, publicly display or perform, commercially exploit, reverse engineer, prepare derivative works of, distribute, or sublicense the Strava Data other than for the Project Type defined by Licensee and as approved by Strava, the express purposes permitted in these Metro TOU, or as incorporated into a Licensee Report. 

    3. Other Use Restrictions . Licensee shall not remove, alter, obscure or modify any copyright or other proprietary rights or confidentiality notices contained in, provided or affixed by Strava to the Strava Data, Strava’s Confidential Information, or Strava Metro Service. Licensee shall neither use nor access, nor permit any third party, including any Authorized User, to use or access the Strava Metro Service or any Strava Data to: (i) send viruses, malware, or other deleterious programs that threaten the security or integrity of Strava Metro Service or the systems used to provide the same; (ii) send or store spam or otherwise duplicative or unsolicited messages in violation of applicable laws, infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) knowingly interfere with or disrupt the integrity or performance of Strava Metro Service or the data contained therein; (iv) attempt to gain unauthorized access to Strava Metro Service or Strava Data or Strava’s related systems or networks used to provide Strava Metro Service or the Strava Data; (v) endeavor to directly or indirectly identify a Strava member or subscriber and/or any other identifiable natural person(s); (vi) copy, modify, translate, decompile, disassemble, translate, reverse engineer the Strava Data or Strava Metro Service, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public technology, data, and information; or (vii) use the Strava Data or Strava Metro Service for competitive analysis, analyses about Strava’s business,  or to build competitive products. Strava may suspend or terminate Licensee’s or an Authorized User’s access to Strava Metro Service or Strava Data if Strava in its reasonable opinion concludes that Licensee or Authorized Users have materially breached the restrictions in (i) through (vii) and that such breach may cause imminent and material harm, liability, or damages to Strava, Licensee, or third parties. Strava may provide written notice of the suspension and may attempt to limit any suspension to the affected functionality, users, or time necessary to resolve the issue. Strava may restore access to Strava Metro Service and the Strava Data if it determines that the issue giving rise to the suspension was unintentional and has been resolved.

  3. Support . Strava may in its sole discretion provide basic assistance related to the Strava Metro Service.

  4. Proprietary Rights . All right, title and interest in and to the Strava Data, Strava Metro Service, Strava’s name and/or logo used in required attributions on the Licensee Reports, and any other Confidential Information disclosed by Strava, in any medium, is exclusively owned by, and belongs to, Strava and its licensors. Licensees do not acquire any proprietary or ownership interest in the Strava Data, Strava Metro Service, or any other Confidential Information disclosed by Strava, including any intellectual property rights relating thereto. Except for the limited use rights provided in these Metro TOU, no license or right is granted to by either party to the other by implication, estoppel or otherwise, to any proprietary information of a party, or under any patent, copyright, trademark or trade secret of a party.

  5. Fees. Strava provides the Strava Metro Service to Licensees on a no-cost basis, but reserves the right to charge fees at any time. In such an event, Strava will provide notice to Licensee.

  6. Term and Termination

    1. These Metro TOU are effective beginning the date you apply to access the Strava Metro Service, and continue for the License Term, unless either modified or terminated as permitted herein. Strava may terminate these Metro TOU immediately upon giving written notice of termination to Licensee if Licensee or any of its Authorized Users commits a material breach of these Metro TOU, including but not limited to a breach of Sections 2 “LIcensed Rights,” and 10.3 “Publicity.” Licensee may terminate these Metro TOU at any time by deleting Licensee’s account and ceasing access to and use of the Strava Metro Service and the Strava Data. These Metro TOU shall terminate automatically upon expiration of the License Term. 

    2. Upon expiration or termination of these Metro TOU (a) Licensee’s rights outlined in Section 2.1(i) shall terminate in their entirety and Strava shall promptly disable further login access, (b) Licensee shall promptly erase or destroy all copies of the Strava Data in its possession or control, provided that copies in Licensee’s back-up systems that cannot be erased or destroyed shall remain subject to the confidentiality and other restrictions on use set forth herein, and (c) and the Receiving Party shall promptly cease all use of the Disclosing Party’s Confidential Information, shall either return or permanently destroy the same, and certify such return or destruction in writing at the Disclosing Party’s request. Subject to the terms of (b) and (c), Licensee may continue to display any Strava Data which is displayed on or contained in Licensee Reports prepared prior to the effective date of termination on a royalty-free, perpetual and irrevocable basis, subject to such Licensees’ continued compliance with the attribution, use limitations, and other obligations contained in the Agreement.

  7. Confidentiality . The Receiving Party agrees not to disclose any Confidential Information to any third party (other than its agents, representatives, contractors or providers who are subject to legal or professional obligations of confidentiality consistent with these Metro TOU), or use such Confidential Information for any purpose other than is necessary to perform its obligations or exercise its rights under these Metro TOU. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law or court order, provided that the Receiving Party provides the Disclosing Party with prior notice of such compelled disclosure (if possible) and provides reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party seeks to contest or limit the scope of the disclosure. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to Licensee; or (c) is lawfully received by Licensee from a third party without breach of any obligation owed to Strava. For purposes of these Metro TOU, Authorized Users are agents of the relevant Licensee that is either a Disclosing Party or Receiving Party, but no such Authorized User shall personally be deemed a Disclosing Party. 

  8. WARRANTY DISCLAIMER . EXCEPT AS EXPRESSLY PROVIDED IN THESE METRO TOU, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRAVA MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STRAVA METRO SERVICE, STRAVA DATA, OR THE LICENSEE REPORTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OMISSIONS, COMPLETENESS, PERFORMANCE, AND CURRENTNESS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE STRAVA DATA AND STRAVA METRO SERVICE ARE PROVIDED SOLELY AND EXCLUSIVELY “AS IS.” STRAVA DOES NOT WARRANT THAT THE STRAVA DATA AND THE STRAVA METRO SERVICE, OR ACCESS THERETO WILL BE ERROR FREE, UNINTERRUPTED OR THAT EITHER WILL MEET LICENSEE’S NEEDS OR REQUIREMENTS. 

  9. LIMITATION OF LIABILITY; CLASS-ACTION WAIVER AND LIMITATION ON CLAIMS

    1. STRAVA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, TORT, PRIVACY LAW, OTHER LEGAL THEORY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE STRAVA DATA AND STRAVA METRO SERVICE, INCLUDING, BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SAME, ANY INTERRUPTION, INACCURACY OR LOSS OF DATA, ERROR OR OMISSION, OR ANY LOST PROFITS, EVEN IF STRAVA IS ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

    2. IN NO EVENT WILL STRAVA BE LIABLE TO ANY LICENSEE FOR ANY CLAIMS FOR DAMAGES RELATING IN ANY WAY TO LICENSEE’S OR AUTHORIZED USER’S USE OF THE STRAVA METRO SERVICE AND/OR THE STRAVA DATA, INABILITY OR FAILURE TO ACCESS THE STRAVA METRO SERVICE AND/OR THE STRAVA DATA, CREATE OR GENERATE ANY LICENSEE REPORTS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY LICENSEE OR ANY THIRD PARTY OR AUTHORIZED USER IN RELIANCE UPON ANY PORTION OF THE STRAVA DATA, OR THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING OF SUCH DATA. LICENSEE’S EXCLUSIVE REMEDY AND STRAVA’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS FOR DAMAGES UNDER OR RELATING TO THESE METRO TOU WILL BE LIMITED TO $50.

    3. EACH AUTHORIZED USER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES: (A) TO WAIVE YOUR RIGHT TO TRIAL BY JURY, (B) NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT IF STRAVA IS A PARTY TO THE PROCEEDING, (C) THAT ANY ARBITRATION OR SIMILAR PROCEEDING AS PERMITTED UNDER THESE METRO TOU SHALL BE CONDUCTED IN YOUR INDIVIDUAL CAPACITY ONLY, AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION (PROVIDED THAT IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS-ACTION WAIVER SET FORTH IN THIS SECTION IS VOID OR UNENFORCEABLE FOR ANY REASON, OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH IN THESE METRO TOU SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES); (D) THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH STRAVA AND THESE METRO TOU MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED, EXCEPT THAT THIS PROVISION DOES NOT APPLY IF YOU ARE BASED IN THE EUROPEAN UNION, IN WHICH CASE TIME LIMITATIONS SHALL BE DETERMINED IN ACCORDANCE WITH GOVERNING LAW FOR EU USERS.

  10. General Provisions

    1. Governing Law . These Metro TOU will be construed in accordance with, and governed in all respects by, the laws of the State of California and any claims related to these Metro TOU will be brought in the State and Federal courts located in San Francisco County. 

    2. Notices . Any notices permitted or required to be given shall be in writing, sent to the respective address set forth below or as otherwise agreed, and be deemed validly given (a) upon delivery, if personally delivered with service fees prepaid, (b) upon being sent, if sent via email, with confirmation of transmission, (c) upon delivery, if delivered, with fees prepaid, by reputable overnight courier that provides proof of delivery, or (d) three business days following deposit in the United States mail, first class, postage prepaid, certified or registered, and return receipt requested. 

    3. Publicity. Notwithstanding anything contained herein, neither party shall (i) engage in any activity, marketing or other communication that identifies the other party, or (ii) otherwise use the other party’s or its affiliates’ names, logos, trademarks, trade names, or other intellectual property without the other party’s prior written consent. Upon expiration or termination of these Metro TOU, each party shall cease any and all references or use of the intellectual property belonging to the other party, unless otherwise agreed upon in writing. 

    4. Assignment . Licensee may not assign these Metro TOU, or any rights under these Metro TOU (whether expressly, by implication or by operation of law), or delegate its performance under these Metro TOU, without Strava’s prior written consent. Any purported transfer, assignment, or delegation without consent will be null and void and of no force or effect. Subject to the foregoing, these Metro TOU will bind and inure to the benefit of the successors and permitted assigns of the parties. 

    5. Force Majeure . Strava shall not be liable for any failure to perform due to events or circumstances not within its reasonable control, including, but not limited to acts of God, acts of government, flood, fire, earthquakes, tsunami, civil unrest, computer or malicious attacks through the internet. 

    6. Third Party Beneficiaries . Nothing herein is intended to or shall be construed to confer upon or give any person or entity (including Authorized Users), other than Strava and Licensee, and their respective successors and permitted assigns, any rights or remedies under or by reason of these Metro TOU.

    7. Entire Agreement and Severability . These Metro TOU sets forth the entire understanding of the parties and supersedes all prior agreements and understandings, oral or written, between the parties relating to the subject matter hereof. If any provision of these Metro TOU is determined to be invalid, unlawful, void or unenforceable to any extent, such provision or any portion thereof will be interpreted to best reflect the parties’ intent, and the remainder of these Metro TOU will continue to be valid and enforceable to the fullest extent permitted by law.

    8. Waiver . No failure or delay by Strava to exercise any power, right, privilege or remedy under these Metro TOU will operate as a waiver thereof. No single or partial exercise of any such power, right, privilege or remedy will preclude any other or further exercise thereof.

    9. Modification of these Metro TOU. Certain provisions of these Metro TOU may be supplemented or superseded by expressly designated legal notices or terms located on particular pages on the Strava Metro Service or Strava’s website. Strava reserves the right to update these Metro TOU at any time and shall notify Licensee of any material changes. By continuing to access or use the Strava Metro Service after Strava has provided Licensee with notice of a modification, Licensee is agreeing to be bound by the modified Metro TOU. Any other terms or conditions provided by Licensee shall not be binding against Strava, and except as provided for in this Section 10.9, these Metro TOU may not be amended, modified, altered or supplemented by any Licensee except by means of a written instrument executed on behalf of both parties.

    10. Interpretation . Each party acknowledges that it has had the opportunity to review these Metro TOU with legal counsel of its choice, and there will be no presumption that any ambiguities will be construed or interpreted against the drafter.

    11. Arbitration. Strava and Licensee shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to the Strava’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents), all claims arising out of or relating to these Metro TOU shall be finally settled by binding arbitration administered by JAMS in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of these Metro TOU are void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with these Metro TOU. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent a claim is between Strava and an individual Authorized User, the filing fee for the arbitration exceeds the cost of filing a lawsuit, Strava will pay the additional cost. Licensee and Strava hereby expressly waive trial by jury. This dispute resolution provision will be governed by the Federal Arbitration Act. This provision does not apply to users who live in the European Union. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

    12. Remedies . The parties acknowledge and agree that for any breach by Licensee of these Metro TOU, there may be no adequate remedy at law and that such breach could cause irreparable harm to Strava; therefore, Strava will have the right, in addition to any other remedies available, to seek immediate injunctive relief.

    13. Survival. The provisions of Sections 4 (Proprietary Rights), 5 (Fees), 7 (Confidentiality), 8 (Warranty Disclaimer), 9 (Limitation of Liability), and 10 (General Provisions), will survive any termination or expiration of these Metro TOU.