TERMS OF USE
Starboard Storage Systems, Inc., a Delaware corporation (“Starboard”, “we” or “us”) operates the web site located at www.starboardstorage.com, (the “Site”). Please carefully read these Terms of Use. By using this Site, you acknowledge and agree that you have read and agree to be bound by these Terms of Use (this “Agreement”). This Agreement is made between Starboard and you or, in the case that you represent and are using the Site on behalf of a company or other entity, that company or other entity (in either case, “You”). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SITE NOW AND REFRAIN FROM USING ANY CONTENT THAT YOU MAY HAVE OBTAINED FROM THE SITE.
1. USE OF THE SITE. You must be 13 years or older to use the Site. You may access and use the Site solely for lawful purposes and only in accordance with the terms of this Agreement. Starboard reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Site (or any portion thereof) with or without notice.
2. REGISTRATION. The Site may include a process by which You may apply to become a registered user of certain portions of the Site. If the Site has such a registration process, Your access to the Site will be limited to the public areas of the Site until You apply for and are approved as a registered user of the Site. In connection with Your registration, You will be asked to submit certain information about Yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current, and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, you may be permitted to create a user ID for use in identifying Yourself (a “User ID”). You may not: (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights without such person’s authorization; or (iii) use a User ID that Starboard, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement.
3. TERM AND TERMINATION. This Agreement will be effective on the date You first use the Site and will continue until terminated. Starboard may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to Starboard, such termination effective 10 business days following acknowledgment of receipt of such notice by Starboard. Starboard may also suspend your use of the Site and direct You to cease using the Site with or without notice to You and with or without cause. Upon any termination of this Agreement, all rights and licenses granted to You under this Agreement will cease and You must promptly discontinue all access to any part of the Site and the use of any Content (as defined below) downloaded or otherwise obtained from the Site. Sections 3, 9-11 and 14 will survive termination or expiration of this Agreement for any reason as they apply to the rights granted to Starboard and the restrictions placed on You.
4. CONTENT. The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content (collectively, “Content”) available on the Site or provided from or through the Site (such Content and any other contents of the Site, collectively, “Site Content”) are protected by the Intellectual Property Rights of Starboard and its partners, affiliates, and licensors (“Affiliates”). For purposes of this Agreement, “Intellectual Property Rights” mean any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights. Unless otherwise noted on the Site, as between You, Starboard and its Affiliates, all Site Content is owned by Starboard and its Affiliates. You are granted a limited, non-exclusive, non-transferable license to view the Site and Site Content solely for your own internal business purposes. Except as expressly set forth in this Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Site or Site Content, or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Site or Site Content without the prior written permission of Starboard.
5. MARKS. Unless otherwise labeled, all trademarks, tradenames, service marks, logos, banners, and page headers displayed on the Site (collectively, the "Marks") are the property of Starboard and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of Starboard.
6. POSTINGS AND UPLOADS. The Site may include forums, interactive blogs, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Content to the Site (such Content, “Provided Content”). You agree not to upload or provide any Provided Content that is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement or misappropriation of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services. You represent and warrant to Starboard and its Affiliates that You own all right, title, and interest in and to any Provided Content that You provide or upload to the Site, or that You have sufficient rights, whether by implication, estoppel, or otherwise, to grant Starboard the rights discussed in this Agreement. You will indemnify, defend, and hold harmless Starboard and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement. By providing or uploading any Provided Content to the Site, You grant Starboard a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in the Provided Content or warrant that all moral rights applicable to such content have been waived. You also grant Starboard the right to use Your name in connection with the reproduction or distribution of such material.
7. CONDUCT. You will not and will not permit any third party to (1) use the Site to harvest or collect e-mail addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (2) use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; (3) use automated scripts to collect information from or otherwise interact with the Site; (4) use the Site to intimidate or harass any other people or entities; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Site; (6) remove, bypass or circumvent any electronic protection measures on the Site; (7) remove, alter, or obscure any copyright or other proprietary rights notices included on the Site or the Site Content; (8) upload to the Site or provide to Starboard any code or device capable of or intended to interrupt, harm or damage the Site or the operation of the Site.
8. CLAIMS OF INFRINGEMENT. Just as Starboard requires users of the Site to respect the copyrights and other Intellectual Property Rights of Starboard, its Affiliates, and other third parties, Starboard respects the copyrights and other Intellectual Property Rights of users of the Site and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:Starboard Storage Systems
Attn: Copyright Infringement Agent
Paul Stukus, 1719 Route 10, Parsippany, NJ 07054
Please provide the following information to Starboard’s Copyright Infringement Agent:
(1) the identity of the in fringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and e-mail address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
9. REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant, and covenant for the benefit of Starboard and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Sites; and (3) all information You provide to Starboard in connection with this Agreement and Your access to the Site and use of the Services is correct and current.
10. DISCLAIMER AND LIMITATION OF LIABILITY.10.1 Disclaimer. THE SITE AND THE SITE CONTENT IS PROVIDED BY STARBOARD "AS IS" AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. NEITHER STARBOARD NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION CONTAINED IN THE SITE CONTENT OR OTHERWISE DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE. UNDER NO CIRCUMSTANCES WILL STARBOARD BE LIABLE IN ANY WAY FOR ANY CONTENT PROVIDED THROUGH THE SITE. YOU AGREE THAT YOUR ACCESS TO THE SITE IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, STARBOARD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND STARBOARD’S CONTROL MAY OCCUR FROM TIME TO TIME.
10.2 Limitation. IN NO EVENT WILL STARBOARD BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SITE OR ANY OF THE CONTENT PROVIDED THROUGH THE SITE, EVEN IF STARBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. STARBOARD’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $25.
11. CERTAIN LIABILITIES. You hereby indemnify, defend, and hold harmless Starboard and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Site (or any Content published to or available through the Site), or Your breach of any term of this Agreement. Starboard will provide You with notice of any such claim or allegation, and Starboard will have the right to participate in the defense of any such claim at its expense.
12. PRIVACY. You expressly consent to the use and disclosure of personally identifiable and other data and information as described in Starboard’s then-current privacy policy displayed on the Site.
13. NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to Starboard by postal mail to the address for Starboard listed on the Site. If applicable law requires that Starboard accepts e-mail notices (but not otherwise), then You may send Starboard an e-mail notice by emailing Starboard at admin@starboardstorage.com. With respect to Starboard's notices to You, Starboard may provide notice of amendments to this Agreement by posting them on the Site and You agree to check for changes. In addition, or in lieu thereof, Starboard may give notice by sending e-mail to the e-mail address You provide during registration for the Site. Notice shall be deemed given 24 hours after it is posted or an e-mail is sent, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
14. GENERAL TERMS.14.1 Third-Party Beneficiaries. Starboard’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.
14.2 Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder by operation of law or otherwise, and any attempt to do so will be null and void. Starboard may assign this agreement to any party that assumes Starboard’s obligations hereunder.
14.3 Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
14.4 Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
14.5 Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, CO (USA). In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.
14.6 Modifications. Starboard reserves the right, at any time and without notice, to add to, change, update, or modify the site and these Terms of Use, simply by posting such addition, change, update, or modification on this site. Any such addition, change, update, or modification will be effective immediately upon posting on the Site.