Effective: 2/1/2020
This service is owned or operated by Starlight Software Solutions LLC (“Starlight”, “us,” “our,” or “we”). These Terms of Use (“Terms“) set forth the terms and conditions under which you are authorized to use our website at starlightsoftwaresolutions.com and other sites that link to/post this Policy (including any subdomains or mobile versions the “Website(s)”).
Through your use of our Websites, you agree to these Terms.
Please note that if you are a user of the Starlight programs, web applications, web portal and mobile application, you must also agree to the terms of our End User License Agreement (“EULA”).
Subject to your compliance with these Terms, Starlight grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive license to use our Websites. As a condition of your right to access and use our Websites, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from accessing the Websites under the laws of your jurisdiction. Starlight reserves the right to terminate your access in the event you violate these Terms, or any EULA, or Services Agreement between you and Starlight. If you are accepting these Terms and using the Websites on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACTIVITIES CONDUCTED IN CONNECTION WITH THE USE OF THE WEBSITES ON YOUR DEVICE(S) OR UNDER YOUR ACCOUNT.
To the extent additional rules or guidelines of Starlight affect your use of our Websites, those rules and guidelines, including any EULA or services agreement, and our Privacy Policy, are part of these Terms. Capitalized terms not defined in these Terms will have the definition set forth in the Privacy Policy. In the event of a conflict between these Terms and our Privacy Policy, the Privacy Policy shall control to the extent of such conflict.
We may use third party service providers in order to provide portions of the Websites to you, or you may visit third parties through links or other interactions with our Websites. Except in connection with their use of our Websites, these third parties are not governed by these Terms. You acknowledge that any reliance on representations and warranties provided by any party other than Starlight will be at your own risk. Your use of any third party-operated websites/services may be subject to additional terms of use and privacy policies.
Content such as text, images, links, audio, video, or other material (“Content”) is available on our Websites. The Content is owned by Starlight, or its respective partners, customers, or users, with all rights reserved, and may be licensed to Starlight by third parties. All Content which qualifies for protection under U.S. Federal Copyright Law is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on our Websites are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of such parties. Any use of Content on the Websites, including without limitation reproduction for purposes other than those noted herein, modification, distribution, replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Starlight, is strictly prohibited. With the exception of search engines, you agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the Content contained therein without prior written permission of Starlight.
You may not engage in any of the following with regard to the Websites:
You are responsible for protecting and keeping confidential any username, password, and other account information. Starlight is not liable for your failure to protect your account credentials, or for your use of an insecure password. You are responsible for updating and keeping current any account information, including any phone or email addresses we use to communicate with you.
TO THE FULLEST EXTENT PERMITTED BY LAW, STARLIGHT, ITS RELATED ENTITIES, ITS SERVICES PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR WEBSITES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR WESBITES IS AT YOUR SOLE RISK. OUR WEBSITES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF THE WEBSITES. UNDER NO CIRCUMSTANCES, WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON OUR WEBSITES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH OUR WEBSITES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE COMPANY PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You agree to indemnify and hold the Company Parties harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of your posting of any content on our Websites, or other use of our Websites in a manner not permitted by these Terms, including without limitation your actual or alleged violation of these Terms, or infringement of a third party’s intellectual property or other rights by you, or another user of our Websites using your computer, device or account.
We welcome your comments and feedback about our Websites. All information and materials submitted to Starlight through the Websites or otherwise, such as any comments, feedback, ideas, questions, designs, data or the like regarding or relating to the Websites or the business of Starlight (collectively, “Feedback“), will be considered NON-CONFIDENTIAL and NON-PROPRIETARY with regard to you, but Starlight reserves the right to treat any such Feedback as the confidential information of Starlight.
By submitting Feedback to Starlight, you assign to the Company Parties, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in such Feedback. The Company Parties will be entitled to use any Feedback you submit, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services using such Feedback without restriction and without compensating you in any way. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, its truthfulness and accuracy.
We reserve the right to modify or discontinue all or any portion of our Websites with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Websites, or that our Websites will be error free. You understand that usage of our Websites may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Starlight shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Websites. Starlight reserves the right, but shall not be required, to correct any delays, interruptions, errors or omissions. Starlight may discontinue or alter any aspect of this Websites, including, but not limited to: (i) restricting the time of availability, (ii) restricting the availability and/or scope of the Websites for certain users, (iii) restricting the amount of use permitted, and (iv) restricting or terminating any user’s right to use this Websites, at Starlight’s sole discretion and without prior notice or liability.
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the state and federal courts of Denver, Colorado, and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Starlight.
By agreeing to these Terms, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with these Terms of Use must be asserted individually.
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Websites must be filled within one calendar year after such claim or cause of action arises, or forever be barred. If a claim proceeds in court, we each waive any right to a jury trial.
You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Websites in any way that violates applicable state, federal, or international laws, regulations or other government requirements.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
By using the Websites, you agree that Starlight may communicate with you electronically regarding your use of the Websites and related matters, and that any notices, agreements, disclosures or other communications that Starlight sends to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent to your receipt of electronic notice, please notify Starlight at: admin@starlightsoftwaresolutions.com.
We reserve the right, at any time, to modify, alter, or update these Terms without prior notice. You are encouraged to check this page regularly for changes to the Terms. Modifications will become effective immediately upon being posted to our Websites, without further notice to you. Your continued use of any of our Websites after such modifications are posted constitutes your acknowledgement and acceptance of such modifications, and you may not amend these Terms.
Assignment – These Terms will be binding upon each party hereto and its successors and permitted assigns. These Terms of Use are not assignable or transferable by you without the prior written consent of Starlight. You agree that these Terms of Use and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition, or otherwise.
Integration – These Terms (including all of the policies described in these Terms, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. To the extent there is any conflict between these Terms and the EULA, the terms of the EULA will control.
Waiver – No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
Severability – If any provision of these Terms is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of Starlight.
Limitation – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Websites or relating to these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
No Relationship – No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms.
Force Majeure – Starlight will not be liable for any failure or deficiency in the performance or availability of the Websites by reason of the occurrence of any event beyond our reasonable control, including without limitation, a labor disturbance, an Internet outage, interruption of services, communication outage, failure by one of our service providers, fire, terrorism, natural disaster, or war.