TERMS AND CONDITIONS OF USE

Last updated December 12, 2018

StarSheets, Inc. is registered under the laws of the State of Delaware, United States of America.

AGREEMENT TO TERMS

These Terms and Conditions of Use (the “Terms”) establish a legally binding agreement made between you, whether personally or on behalf of an entity (hereinafter, “you” or “your”) and StarSheets, Inc. (hereinafter, “we,” “us,” or “our”), concerning your access to and use of our website (www.starsheets.com) as well as our solutions modules and any other mobile website, mobile application, or media form or channel, linked or otherwise connected thereto (collectively, the “Site”).

You warrant and agree that, by using the Site and engaging in our services, you are authorized to agree to and accept these Terms on behalf of your employer.

You agree that by accessing the Site, you have been made aware of and have read, understood, and agreed to be bound by all these Terms.  IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or related policies that may be posted on the Site from time to time are hereby expressly incorporated herein by reference.  We reserve the right to make changes or modifications to these Terms at any time and for any reason.   We will alert you about any changes by updating the “Last updated” date of these Term, and you waive any right to receive specific notice of each such update or change.  It is your responsibility to periodically review these Terms to stay informed of updates and changes.  You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.

MODIFICATIONS, INTERRUPTIONS, AND CORRECTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice.  However, we have no obligation to update any information on the Site.  We also reserve the right to modify or discontinue all or part of the Site without notice at any time.  We will not be liable to you or any third party for any modification, change, suspension, or discontinuance of the Site.

We cannot guarantee the site will be available at all times.  We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.  We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you.  You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.  Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information.  We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

USER REGISTRATION

You may be required to register with the Site to use some of the Site’s functionality.  You agree to keep your password confidential and you will be responsible for all use of your account and password.  You agree that the information depicted in your account profile is accurate and describes you or your business, and that you are solely responsible for the accuracy of the information in your account profile. 

PRIVACY POLICY

By using the Site, you agree to be bound by our Privacy Policy, which is incorporated in to these Terms.  Please be advised the Site is hosted in the United States.  If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. 

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all software, website designs, source code, databases, functionality, audio, video, text, photographs, and graphics on the Site (collectively, the “IP Content”) and the trademarks, service marks, and logos contained therein (the “IP Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.  The IP Content and the IP Marks are provided on the Site “as is” for your information and personal use only.  Except as expressly provided in these Terms, no part of the Site and no IP Content or IP Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

PAYMENT POLICY

The solutions services provided through the Site require the payment of a recurring fee to use.  You have the option to choose from our Self-Employed, Starter, Basic, and Advanced memberships.  Throughout these Terms, the Self-Employed, Starter, Basic, and Advanced memberships may be referred to individually as a “Membership” or collectively as the “Memberships”.

To purchase a Membership, you will be required to establish an account with us and provide us with valid and updated bank account or credit card information.  The Service Fee is billed in advance on a monthly or annual basis, depending on the Membership selected. 

Payment schedules vary by package however all Membership packages require you to pay recurring monthly or annual fees (collectively, the “Service Fee”), depending on the Membership selected, until you cancel your Membership and such cancellation goes in to effect, which may not be until the next billing period.  A “billing period” shall mean the interval of time between one Service Fee due date to the next Service Fee due date.  You may log in to your account to view your specific schedule. 

Upon submitting your bank account or credit card information to us, you authorize us to charge such account for the balance owed (including any applicable taxes) for the Membership listed in your order, and to charge such account for all Service Fees for the selected Membership.  You agree that you will keep your bank account and credit card information updated and, should you fail to do so, you agree that you are still responsible for all fees accrued on your account.

PAYMENTS ARE NONREFUNDABLE AND THERE WILL BE NO REFUNDS OR CREDITS ISSUED FOR UNUSED OR CANCELLED MEMBERSHIPS.   More specifically, we do not offer refunds or credits for partial or unused months of service, or on accounts that terminate their services early, or prior to the end of the then-current billing period.  You may log in to your account to view your billing period.  Following any cancellation of your Membership, you will continue to have access to the service through the end of your current billing period.  Monthly Memberships require a thirty-day notice to cancel, and annual Memberships require a sixty-day notice to cancel.  You may log in to your account to view your specific cancellation requirements.

You acknowledge and agree that any bank account, credit card, or related billing information that you provide to us may be shared by us with companies that work on our behalf, such as credit agencies and/or payment processors, solely for the purposes of carrying out payment to us or servicing your account.

We reserve the right to change or modify our pricing schedule at any time and for any reason with notice to you in electronic, paper, or any other format, or by posting such change on our website.

TRIAL VERSIONS

We may agree to extend to you a free trial of our services, as provided through the Site, for a period of sixty (60) days (the “Trial Offer”).  This determination shall be at our sole discretion. 

To register for the Trial Offer, you will be required to establish an account with us and provide valid and updated bank account or credit card information. 

Should you choose to terminate the Trial Offer, you must do so on or before the last day of the Trial Offer.  You may log in to your account to view your Trial Offer schedule.  If you do not terminate the Trial Offer before the conclusion of the offer, you acknowledge and agree that your account will be automatically billed for the Service Fee applicable to the Membership you selected during the registration process.  This Service Fee will be billed on the first day immediately following the conclusion of the Trial Offer and no refunds will be given for missed or late terminations.

Should you decide to purchase a Membership during your Trial Offer, you must do so on or before the last day of the Trial Offer to retain any content you may have entered or uploaded.  Should you discontinue or terminate the Trial Offer, your content may be deleted at our sole discretion and may no longer be available to you.

USER LICENSES AND BILLING

It is your sole responsibility to monitor the number of software user licenses you require and make adjustments as necessary.  We do not, nor do we have an obligation to, monitor your account for these purposes.  You may adjust the number of user licenses required at any time by logging in to your account or by contacting our customer service department. 

You acknowledge and agree that an increase in the number of user licenses required may increase your Service Fee.  If the increase is made during a billing cycle, we will bill a prorated amount through the end of that billing cycle for any new licenses purchased.  You may review our Membership options on our website. 

You also acknowledge and agree that a decrease in the number of user licenses required will not result in a refund or credit, whether partial or full.  However, you may transfer an existing license to another user and such license shall remain active until the end of the then-current billing period. 

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. 

As a user of the Site, you agree not to: (1) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein; (2) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site; (3) attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site; (4) use the Site in a manner inconsistent with any applicable laws or regulations.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain, or you may be sent via the Site, links to other websites (the “Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (the “Third-Party Content”).  Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.  If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-party Content, you do so at your own risk, and you should be aware these Terms no longer govern.  Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any Third-Party Content or any contact with Third-Party Websites.

TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Site.  WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR ANY APPLICABLE LAW OR REGULATION.  WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE, WITHOUT WARNING, IN OUR SOLE DISCRETION.

GOVERNING LAW

These Terms and your use of the Site are governed by and construed in accordance with the laws of the State of Virginia, the United States of America, without regard to its conflict of law principles.  Each of the parties to these Terms irrevocably agrees that the courts of the State of Virginia shall have exclusive jurisdiction to hear and decide any claim, action, suit, or proceeding, and/or settle any dispute, which may arise out of or in connection with these Terms or its formation or validity.

DISPUTE RESOLUTION

Any dispute arising in connection with these Terms shall be settled in a professional and businesslike manner. In the event a dispute cannot be resolved, the dispute shall be subject to mediation, with the parties equally sharing the costs of mediation and choice of mediator located in Fairfax County, Virginia. The prevailing party shall be entitled to reimbursement of legal fees and costs.

To the extent the dispute cannot, in good faith, be resolved through mediation, the parties may agree to resolve their dispute through arbitration, before an arbitration forum of our preference, and equally sharing the costs of arbitration and choice of arbitrator located in Fairfax County, Virginia.  The prevailing party shall be entitled to reimbursement of legal fees and costs.  Any award issued shall be final.

The filing of an action in court for the purpose of obtaining any of the following shall not be a violation of the obligation to mediate or appear before an arbitration panel:  writ of attachment, temporary restraining order, preliminary injunction, or other provisional remedies.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.  YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABLITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM  YOUR ACCESS TO ANY USE OF THE SITE; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER LINKS WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPER-LINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, directors, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:  (1) your use of the Site; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.  Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.  We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site.  Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.  You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

SITE MANAGEMENT

We reserve the right, but not the obligation, and in our sole discretion and without limitation, to:  (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who violates the law or these Terms of use, including without limitation, reporting such user to law enforcement authorities; and (3) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

Further, we may monitor your activities on the Site for the purpose of evaluating and improving our services and website designs and/or functionality.  This may include developing training portals for customers, like yourself, so they may receive the maximum benefit of our services.  By using the Site, you acknowledge, agree, and authorize us to access your account settings and user data for the sole purpose of maximizing our services and overall Site functionality.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications.  You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.  YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS NITIATED OR COMPLETED BY US OR VIA THE SITE.  You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us.  Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.  These Terms operate the fullest extent permissible by law.  We may assign any or all of our rights and obligations to others at any time.  We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.  If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.  There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Site.  You agree that these Terms will not be construed against us by virtue of having drafted them.  You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: https://starsheets.com/contact/

StarSheets, Inc.

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