Acceptance of Terms
"Company's Data" refers to any data, information or material submitted by Company during its usage of the Service.
"Initial Term" shall mean the initial period of time in which you pays to receive the Service. "License Administrator" shall mean the person designated at Company to purchase usage of the Service or otherwise administer the Company's use of the Service. "Service" refers to the provision of access via the Internet to the Star Labs Ltd. (Star Labs) content creation and marketing software, applicable Star Labs proprietary technology (including, but not limited to, hardware, software, documents, processes, algorithms, user interfaces, and know-how) and services made available by providing the Service to Company and other associated services which are developed, operated, and maintained by Star Labs, while at all times the Star Labs software remains on Star Labs' server. "Star Labs intellectual property" shall mean any of Star Labs' patents and applications, therefore copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights. "Term" means the initial Term and each renewal term, collectively. "User(s)" shall mean Company's employees, consultants, contractors or agents authorized by the License Administrator to use the Service.
License Grants:Subject to the terms and conditions of the Subscription Agreement defined on the site and upon acceptance by Company of this Subscription Agreement, Star Labs will grant Company and its Users a non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service for the Term of the Subscription Agreement, solely for Company's own internal business purposes. All rights not expressly granted to Company are reserved by Star Labs and its licensors. The Service will be deemed accepted by Company on the date Star Labs ships the license key or password to use the Service and Company will be obligated to pay the fees as set forth in the Subscription Agreement even if Company does not use the Service.
Restrictions:Company shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage to the Service for any purpose including timesharing or service bureau purposes; (ii) create internet links to the Service, (iii) "frame" or "mirror" any part of the Service on any other device; (iv) reverse engineer the Service, or any component thereof, or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is expressly authorized in this Agreement, (v) conduct automated functionality tests or load tests on the Service, or (vi) attempt to gain access to data that is not Company's Data, or use a disproportionate amount of the Service that interrupts or degrades the Service. If Company does any of the foregoing, Star Labs shall have the right to terminate or suspend Company's account and access to the Service without any refund or credit until Company corrects such violation to Star Labs's reasonable satisfaction. Company may not permit any of its affiliates or subsidiaries or any individual that is not a User to the use the Service under Company's subscription. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise.
Company's Responsibilities and Data:User Accounts: Company shall designate a License Administrator and notify Star Labs of the identity and contact information of said License Administrator. Company is responsible for all activity occurring under Company's User's accounts. Company shall notify Star Labs immediately of any unauthorized use of any password, account, copying or access to the Service. Company's Data: Star Labs does not own any of the Company's Data. Company is solely responsible for the accuracy, integrity, and legality of Company's Data. Notwithstanding anything to the contrary in this Agreement, Star Labs shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company's Data. Company shall not send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medial information, credit card information or social security numbers, driver's licenses or personal identification numbers or account numbers on or to the Service. Company represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company's Data uploaded or submitted to the Service and its performance of its obligations under this Agreement. Company will indemnify, defend and hold Star Labs harmless from any claims, losses and causes of action arising out of or related to Company's breach of this Section. Company's Data Storage. The maximum disk storage space provided to Company at no additional charge is 5GB for the Company (which includes all Users), in the aggregate. If the amount of disk storage exceeds these limits, additional storage fees can apply.
Intellectual Property Ownership
Star Labs and its licensors own all right, title and interest to the Readz Intellectual Property, the Service, and any modifications thereto, and any modifications, ideas, or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the Service or Star Labs Intellectual Property. The Readz and Star Labs name, logo, and trade names are trademarks of Star Labs, and no right is granted to use them except as expressly granted herein.
Payment Terms:Fees: If fees are due, Company shall pay all fees associated with providing the Service as stated at http://www.readz.com/pricing. Star Labs shall invoice Company in advance at the beginning of every calendar month for fees for the Service (with the exception of any annual fees or those fees that are to be paid upfront as indicated during the ordering process). All upfront fees are due on the Effective Date. If fees are due, Company must provide Star Labs with a valid credit card or alternative payment form prior to receiving the Service. All fees paid to Star Labs are non-refundable. Star Labs reserves the right to modify its fees upon thirty (30) day prior written notice which may be provided by e-mail. Company agrees to provide Star Labs with complete and accurate billing and contact information. If invoiced by Star Labs, payments for such invoices are due net 30 days. Star Labs may terminate the Service if the billing or contact information is false, fraudulent or invalid. Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon Star Labs's net income. Non-Payment: Star Labs may terminate this Agreement and/or Company's access to the Service and Company's Data for Company's non-payment of any fees that are delinquent by thirty (30) days or more (whether under this Agreement or a separate agreement). Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If Star Labs terminates this Agreement for such non-payment of fees, Star Labs has no obligation to retain any of Company's Data which may be irretrievably deleted if Company has not requested such Company's Data from Star Labs within thirty (30) days of the effective date of termination. Company agrees that Star Labs may charge unpaid fees to Company's credit card or otherwise bill Company for unpaid fees. Star Labs shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances.
Term and Termination:
Term: This Agreement shall be effective as of the Effective Date. The Initial Term will be for one (1) month or one (1) year as selected during the ordering process and shall commence on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Star Labs's then current fees. Upon termination or expiration of this Agreement, Star Labs will make available to Company, upon Company's request, Company's Data only for the thirty (30) day period immediately following the effective data of termination or expiration, provided that Company has paid all fees owed to Star Labs (whether under this Agreement or a separate agreement). Termination: Either party may terminate this Agreement prior to the end of a Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. The Agreement shall terminate immediately if Company violates Section 1.3 Company's obligation to make a payment of any outstanding, unpaid fees and the terms of Section 1,3, 5, 7, 8 and 10-12 shall survive termination or expiration of this Agreement.
Confidentiality:Company and Star Labs agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. The receiving party of any Confidential information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. Representations & Warranties:
Star Labs represents and warrants that it will provide the Service in a manner consistent with general industry standards and the Service will perform substantially in accordance with any documentation provided by Star Labs. Company's sole and exclusive remedy for any such warranties shall he to terminate the Agreement pursuant to Section 7.2 and, notwithstanding anything to the contrary in Section 6.1 of the Agreement, have Star Labs refund to Company the pro rata unused portion of any pre-paid subscription fees. If any portion of the Service (except for Third Party Software) is held to infringe any third party intellectual property rights, then Star Labs will, at its expense and option, and as Company's sole and exclusive remedy for such warranty: (i) obtain the right for Company to continue to use the Service; (ii) modify the software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component.
Disclaimer of Warranties:EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED TO COMPANY STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT IMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. STAR LABS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE, (B) THE SERVICE WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND STAR LABS IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATION OR ISSUES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Force Majeure, Limitation of Liability:Force Majeure. Except for the payment of fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control. Disclaimer of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STAR LABS AND ITS LICENSORS BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR STAR LABS'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE SERVICE, (B) ANY INTERRUPTION OF USE OF THE SERVICE OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF STAR LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitation on All Damages. IN NO EVENT SHALL STAR LABS'S OR ANY OF ITS LICENSORS' LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO STAR LABS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.
General:Company agrees and certifies that neither the Service nor any other technical data received from Star Labs, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service. Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of Star Labs. This Agreement will be governed by and construed in accordance with the substantive laws of the State of California, excluding its conflicts of law provisions, and Company and Star labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. The parties agree the United Nations Convention on Contracts for the International Sales of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and Star Labs relating to its subject matter and all terms herein and supersedes all prior or contemporaneous agreements or understandings. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of Star Labs, when addressed to Star Labs. Ltd., Attn. Legal Counsel, 21300 Victory Boulevard, Suite 820, Woodland Hills, CA 91367, USA. Notices regarding the Service in general may be given by electronic mail to Company's e-mail address on record with Star Labs and such notice shall be deemed to have been delivered twelve (12) hours after sending. No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFP), bid proposal, response hereto, or other operational form of Company or Company's agent which are ina ddtiion to or different than the terms and conditions of this Agreement contained herein. Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of not effect unless specifically agreed to in writing by an authorized representative of Star Labs. Delivery of the Service or other performance by Star Labs with respect to the Service shall not constitute Star Labs's acceptance of any additional or different terms and conditions. There are no third party beneficiaries for this Agreement.
Terms of Service
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