1 User Agreement
This StarterNoise user agreement (“Agreement”) is a contract between you (“User”) and StarterNoise, a user-supported blog devoted to startups and the entrepreneurial ecosystem. You must read and agree to the terms of this agreement before using the services of www.starternoise.com (“Site”) and its related software, services, products and applications.
StarterNoise may amend this agreement at any time by posting a revision on this site, at www.starternoise.com/privacypolicy, with the date of the last update and effective date. If the changes materially reduce or increase your abilities at starternoise.com, we will notify you via email and post the notice at www.starternoise.com/privacypolicy well in advance of the effective date. If you continue to use StarterNoise’s services after the effective date, you consent to the updated agreement. This user agreement constitutes the entire user agreement for StarterNoise. If you do not agree to these terms, please do not use the Services.
To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable.
The StarterNoise Platform
Users may access StarterNoise via:
- Mobile. Downloadable applications that are branded as StarterNoise and link to these Terms.
Unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, exploitation (commercial or otherwise), or any other form of transfer of any portion of the Site, Application or Services, including but not limited to all content, services, digital products, tools or products, is hereby expressly prohibited.
3 Community Participation
To use certain portions of StarterNoise, you might be required to register and establish an Account with StarterNoise. You represent and warrant that all information you provide to StarterNoise is current, accurate and complete, and you will maintain the accuracy and completeness of this information on a prompt, timely basis.
3.2 Password and Security
As a registered user of the StarterNoise, you may receive or establish a username and password. You are solely responsible for maintaining the confidentiality and security of your password and Account. You understand and agree that you are individually and fully responsible for all actions and postings made from your Account. Accounts are not transferrable. You agree to notify StarterNoise immediately if you become aware of unauthorized use of your Account.
3.4 User Generated Content
By posting content, you represent and warrant
(a) You have all right, title, and interest to your posted content, including but not limited to consent, authorization, release, clearance and license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) for you to provide, post, upload, input or submit the posted content;
(b) Such posted content is in the public domain;
(c) Your use of such posted content constitutes fair use.
You further represent and warrant that posting such content does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity.
You agree not to post any of the following types of content to the Site or Application
(a) adult content, pornography, explicit sexual images, or nude images;
(b) content containing explicit, vulgar, or obscene language;
(c) content promoting hate, abuse or destructive actions;
(d) content promoting illegal activities; or primarily political, religious, psychic, or metaphysical content;
(e) content promoting pirated software;
(f) content intending for phishing or spreading malware;
(g) content that is disparaging of any person or entity;
(h) content that is in violation of any law or regulation;
(i) any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by us.
3.5 License to StarterNoise
By posting or contributing content to the Services, or by providing feedback, suggestions, ideas, and other submissions to StarterNoise, you grant StarterNoise non-exclusive, royalty-free, perpetual and worldwide license to use your content in connection with the operation of the Services, including, without limitation,
(a) the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your content, and/or to incorporate it into a collective work;
(b) the right to sublicense any or all of StarterNoise’ license rights to others.
You further waive any and all moral rights in and to such content in favor of StarterNoise. For greater certainty, this means that, among other things, StarterNoise has the right to use any and all ideas you submit (including ideas about its products, services, publications or advertising campaigns) in any manner that it chooses, without any notice or obligation to you whatsoever.
3.6 Acts Against the Services
StarterNoise hereby grants you a limited, non-exclusive, non-transferable, license to access and use the Services as provided by StarterNoise solely for your personal use and enjoyment in the manner permitted by these Terms. You shall not attempt or engage in potentially harmful acts that are directed against the Services including, without limitation, any of the following:
(a) using the Services in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party;
(b) causing, allowing, or assisting any other person to impersonate you;
(c) sharing your password or login with any other person;
(d) logging onto a server or Account(s) that you are not authorized to access;
(e) creating more than one account, forging user names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity;
(f) emulating or faking usage of the Services;
(g) violating or attempting to violate any security features of the Services;
(h) using manual or automated software, devices, scripts, robots, or other means or processes to access, scrape, crawl, or spider any pages contained in the Site;
(i) introducing viruses, worms, software, Trojan horses, or other similar harmful code into the Services;
(j) interfering or attempting to interfere with the use of the Services by any other user, host, or network, including without limitation by means of submitting a virus, overloading, flooding, spamming, mail bombing, pinging, or crashing the Services;
(k) causing, allowing or assisting machines, bots, or automated services to access or use the Services without the express written permission of StarterNoise;
(l) tampering with the operation, functionality, or the security of the Services;
(m) attempting to override or circumvent any security or usage rules embedded into the Services that permit digital materials to be protected;
(n) attempting to probe, scan, or test the vulnerability of the Services, or any associated system or network, or breach any security or authentication measures;
(o) misusing, tricking, disrupting, or otherwise interfering with the functioning of the Services;
(p) harvesting or collecting email addresses or other contact information of other users or clients from the Services by electronic or other means;
(q) reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Services;
(r) engaging in framing, mirroring, or otherwise simulating the appearance or function of the Services;
(s) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
(u) deep-linking to any portion of this Services without StarterNoise’ express written permission;
(v) acting illegally or maliciously against the business interests or reputation of StarterNoise or the Merchants promoted via the Services; (w) hyperlinking to the Services from any other website without StarterNoise’ initial and ongoing consent; (x) using the Services or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with StarterNoise; (y) reselling or repurposing your access to the Services or any purchases made through the Services; or (z) using the Services or any of its resources to solicit other users of the Services, Merchants or other business partners of StarterNoise to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with StarterNoise, including without limitation, aggregating current or previously offered coupons or deals.
Violations of system or network security may result in civil or criminal liability. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines that are intended to damage, destroy, disrupt, or otherwise impair a computer’s functionality or operation.
3.7 Account Verification
StarterNoise may validate User information at any time, including but not limited to validation against third party databases and official government and legal documents that confirm User’s identity. By agreeing to these Terms, you consent to allow StarterNoise to make inquiries necessary to validate your identity and confirm ownership of your email address or financial accounts in association with your StarterNoise membership, subject to applicable law.
3.8 Parental Notice
Pursuant to 47 U.S.C. Section 230(d) as amended, StarterNoise hereby notifies you that parental control protections (such as computer hardware, software, and filter services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available on the Internet (e.g., http://en.wikipedia.org/wiki/List_of_content-control_software).
StarterNoise reserves the right to suspend and terminate any User account if it believes you have violated any of the Terms of this Agreement. Once suspended or terminated, you may not continue to use the StarterNoise platform under a different account or register under a new account. If you attempt to register under a different account, we reserve the right to suspend that account. In addition, violations of this agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer access any parts of the StarterNoise platform, including messages, files and other materials stored on StarterNoise.
4 Intellectual Property
You agree that all of StarterNoise’s trademarks, trade names, service marks, and other logos and brand features that are displayed via the Services (collectively, the Marks) are trademarks and property of StarterNoise. You agree not to display or use StarterNoise’s Marks in any manner without StarterNoise’s prior permission. Merchant trademarks are the property of the respective Merchant. The display of a Merchant trademark via the Services does not necessarily mean that StarterNoise has an affiliation with the Merchant.
4.2 Original Works
StarterNoise does not tolerate plagiarism. Plagiarism is defined as the practice of taking someone else’s work and passing it off as your own. Guest authors shall ensure that all Work Product created or delivered is original work and does not infringe on work created by someone else, without explicit written permission. This applies to software, technology, code and other intellectual property. Guest author acknowledges that StarterNoise does not compensate its guest authors for content.
It is StarterNoise’s policy to respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (DMCA). The form of notice specified below is consistent with the form suggested by the DMCA (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov), and StarterNoise will respond to notices of this form from other jurisdictions as well.
It is expected that users of any part of the Services will comply with applicable copyright laws. If StarterNoise receives proper notification of claimed copyright infringement, its response to these notices will include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating user the Account, regardless of whether it may be liable for such infringement under applicable law.
If StarterNoise removes or disables access to the Services in response to such a notice, it will make a good-faith attempt to contact the Client so it may make a counter notification pursuant to Sections 512(g)(2) and (3) of the DMCA. It may also document notices of alleged infringement on which it acts.
StarterNoise’s Designated Agent to receive notification of alleged infringement under the DMCA is:
Upon receipt of proper notification of claimed infringement, StarterNoise will follow the procedures outlined herein and in the DMCA.
4.8 Infringement Notification
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide StarterNoise’s Designated Agent (listed above) the following information in a written communication (preferably via email):
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit StarterNoise to locate the material on the Site or Application;
- Information reasonably sufficient to permit StarterNoise to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
- The following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
- The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and
- A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing your copyrights. Accordingly, if you are not sure whether material available online infringes your copyright, StarterNoise suggest that you first contact an attorney.
5 Disclaimer, Release, & Limitation of Liability
THE SERVICES ARE PROVIDED BY StarterNoise ON AN AS-IS AND AS-AVAILABLE BASIS. StarterNoise MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS AVAILABLE VIA THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, StarterNoise DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. StarterNoise DOES NOT WARRANT THAT THE SERVICES, ITS SERVERS, OR E-MAIL SENT FROM StarterNoise ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF starternoise.com. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU HEREBY RELEASE StarterNoise FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF A USER, ANY ACTION OR INACTION BY CLIENT OR FREELANCER, INCLUDING CLIENT’S FAILURE TO COMPLY WITH APPLICABLE LAW, AND ANY CONDUCT OR SPEECH, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
6.3 Limitation of Liability
StarterNoise WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THESE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
7 Dispute Resolution
7.1 Law and Forum for Legal Disputes
These Terms or any claim, cause of action or dispute (Claim) arising out of or related to these Terms shall be governed by the laws of the state of Colorado regardless of your country of origin or from where you access StarterNoise’ services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and StarterNoise agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in United States, Colorado except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and StarterNoise agree to submit to the personal jurisdiction of the courts located within United States, Colorado for the purpose of litigating all such claims. Notwithstanding the above, you agree that StarterNoise shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
7.2 Arbitration Option
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, it shall initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:
(a) The arbitration shall be conducted by telephone, online and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration;
(b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties;
(c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
You acknowledge and agree to indemnify and hold StarterNoise, its affiliates, officers, employees and agents, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your use of the Services, your violation of these Terms, the infringement by you or made under your Account(s), of any intellectual property or other right of any person or entity or arising out of or related to any products or services purchased by you in connection with the Services.
8.2 Termination of Service
StarterNoise disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Services. StarterNoise reserves the right to modify, suspend, or discontinue the Services or access to the Services without any notice at any time and without any liability to you.
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. However, StarterNoise may operate additional projects or services that require separate or additional terms. Such different terms are made available through the individual project or service and are not addressed further herein. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
8.4 Injunctive Relief
You acknowledge and agree that any violation or breach of the Terms may cause StarterNoise immediate and irreparable harm and damages. Accordingly, and notwithstanding any other provision of these Terms or other applicable legal requirements, you acknowledge and StarterNoise reserves the right to, in its discretion, immediately seek and obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek and obtain permanent injunctive relief regarding any violation or breach of these Terms. In addition to any and all other remedies available to StarterNoise in law or in equity, StarterNoise may seek specific performance of any term in these Terms, including but not limited to by preliminary or permanent injunction.
8.5 Damages For Violations Of Section 3.6(d)-(z)
In addition to any injunctive relief discussed above, if you are involved or cause others to be involved in behavior that violates Section 3.6(d)-(z) above, you agree to pay to StarterNoise the total amount of all actual damages (including but not limited to direct, indirect, consequential and incidental damages) caused by such a violation of these Terms for which you bear responsibility. Further, you acknowledge that, for violations of Section 3.6(d)-(z), actual damages would be extremely difficult or impossible to quantify. Accordingly, for violating Section 3.6(d)-(z), you agree to pay liquidated damages to StarterNoise as described in the schedule set forth in Section 8.7 below.
Furthermore, you agree that the amounts of liquidated damages described in Section 8.7 below are reasonable estimates of StarterNoise’s damages for violations of Section 3.6(d)-(z).
You further agree that, to the greatest extent permitted by applicable law, every remedy described by these Terms, including the damages set forth in Sections 8.6 and 8.7, shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
8.6 Liquidated Damages Schedule For Violations Of Section 2.6(d)-(z)
For purposes of this schedule of liquidated damages, “Item of Content” means each and every offer coupon, rebate, deal, discount, etc. of any type featured on the StarterNoise website by StarterNoise or any user (or any other third party in any manner). Each single coupon, rebate, deal, discount, etc. that is featured on the StarterNoise website is a single Item of Content. Each Item of Content shall be considered and treated as an individual, discrete Item of Content even if it contains the same or substantially similar content as one or more other Items of Content.
For purposes of this schedule of liquidated damages, “Instance of Unauthorized Conduct,” or “Act” means each individual time StarterNoise’s servers are accessed in connection with or in facilitation of a violation of Section 3.6(d)-(z). With respect to the Instances of Unauthorized Conduct enumerated in below, each day StarterNoise’s servers are accessed to facilitate one or more of the violations enumerated therein shall constitute one Instance of Unauthorized Conduct.
For each violation of Section 3.6(d)-(z), you agree to pay liquidated damages to StarterNoise in the amount specified below. You further acknowledge and agree that the imposition of liquidated damages for each such violation is independent and distinct, and that the assessment of total liquidated damages for multiple violations is cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
A. $50 Per Item of Content Copied in Violation of Section 3.6 in Violation of Section 3.6(h) or (k)
B. $100 Per Instance of Unauthorized Conduct in Violation of Section 3.6(d)-(e)
C. $1,000 Per Instance of Unauthorized Conduct in Violation of Section 3.6(f)-(g)
D. $10,000 Per Instance of Unauthorized Conduct in Violation of Section 3.6(h)-(z)