TERMS AND CONDITIONS
These Terms and Conditions were last modified on February 20, 2017.
The Web site and Services are provided by Jumba Group Media, Inc., d/b/a Starloop, a British Columbia corporation with a principal place of business located at 129 Nanaimo Avenue W, Penticton, BC V2A 1N2, Canada. If you have questions about these Terms and Conditions please contact us at [email protected].
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
References to the “Services” mean those services provided by Starloop, which may include review management services.
References to the “Terms” and/or “Agreement,” mean this, these Terms and Conditions as set forth herein.
References to “us,” “we,” “our,” and/or “Starloop” mean by Jumba Group Media, Inc., d/b/a Starloop.
References to “you,” and/or “User” mean the User of the Web site or Services.
1.2. Agreement to be Bound.
SECTION II: GENERAL PROVISIONS
2.1. About Us.
At Starloop we help businesses manage their online reputation.
2.2. Accuracy, Completeness and Timeliness of Information.
We are not responsible if information made available on the Web site or via the Services is not accurate, complete or current. You acknowledge that the Web site and/or Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You acknowledge further that any reliance on the Web site and/or Services is at your own risk.
2.3. Errors in Web site and/or the Services.
We do not warrant that any errors in the Web site and/or Services will be corrected.
2.4. Modifications and Changes to Terms and Conditions.
We may modify, add to, suspend or delete these Terms and Conditions or other agreements, in whole or in part, in our sole discretion, at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site, pushing a notification of the same to users of the Services, and emailing a notice to our registered users. Your use of the Web site and/or Services after modification, addition or deletion of these Terms and Conditions shall be deemed to constitute acceptance by you of the modification, addition or deletion.
2.5. Modifications and Changes to the Web Site and/or Services.
We may modify, add to, suspend, or delete any aspect of this Web site and/or Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.6. Access to Web site and/or Services.
Though we try to make the Web site and Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site and/or Services will be at all times available. We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site and/or the Services.
2.7. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Web site and/or Services for any reason at any time in our sole and exclusive discretion, including but not limited to limiting the number of Users who may register for and/or access the Web site and/or Services. We may, in our sole and exclusive discretion, for any reason or no reason whatsoever, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.
2.8. Prohibited Uses of Web site and/or Services.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site or Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose of the Web site and/or Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site and/or Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site and/or Services. We reserve the right to terminate your use of the Web site and/or Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
2.9. Customer Support.
We provide email customer support, (hereinafter “Customer Support.”) Customer Support may be requested by contacting us at [email protected]. We strive to return all Customer Support requests within forty-eight (48) business hours.
2.10. Responsibility of Web site Visitors.
The Web site may display, include, or make available third-party content (including data, information, applications, and other products services and/or materials) (“Third Party Materials”) that is owned and controlled by third parties such as Starloop’s customers and third-party review platforms. Starloop has not reviewed, and cannot review, all Third Party Materials. You acknowledge and agree that Starloop is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Starloop does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions. You are solely responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Starloop disclaims any responsibility for any harm resulting from the use by visitors of the Web site, or from any downloading by those visitors of content there posted.
2.11. Submissions Posted on Other Web sites.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the Web sites and webpages to which Starloop links, and that link to Starloop. Starloop does not have any control over those non-Starloop Web sites and Web pages, and is not responsible for their contents or their use. By linking to a non-Starloop Web site or Web page, Starloop does not represent or imply that it endorses such Web site or Web page. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Starloop disclaims any responsibility for any harm resulting from your use of non-Starloop Web sites and Web pages. Such Web sites and Web pages may be subject to different terms and policies than those that govern your use of the Web site.
2.12. Adherence to Terms and Conditions.
By using the Services we provide to drive traffic to the Third-Party review sites of your choosing you agree and warrant that you are in compliance with such Third-Party’s terms and conditions.
2.13. Third Party Conditions.
Starloop is not responsible for any contractual terms between You and any third parties You have contracted with. In particular, third parties such as Yelp, TripAdvisor, Google, Facebook, may have policies which forbid or penalize you for having reputational management services such as those provided by Starloop. You agree to waive any liability for damages or loss of any kind against Starloop for any damages You may suffer as a result of such third party’s policies or contractual terms.
SECTION III: ACCOUNTS, USAGE
3.1. Online Accounts, Generally.
3.2. Account Sharing, Transfer Prohibited.
You agree you shall not not share their Accounts with any other person or entity or permit any other person or entity to log into their Accounts.
3.3. Your Starloop Account and Page.
If you create a page on the Web site, you are solely responsible for maintaining the security of your Account and page, and you are fully responsible for all activities that occur under the Account and any other actions taken in connection with the page. You must not describe or assign keywords to your page in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Starloop may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Starloop liability. You must immediately notify Starloop of any unauthorized uses of your page, your account or any other breaches of security. Starloop will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
3.4. Account and Submission Guidelines.
If you operate a page, comment on a page, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, a “Submission”), you are entirely responsible for the content of, and any harm resulting from, that Submission. That is the case regardless of whether the Submission in question constitutes text, graphics, an audio file, or computer software. By making Submission available, you represent and warrant that:
- your actions and the Submission comply with the terms of service of any third party Web sites with which you interact;
- the downloading, copying and use of the Submission will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Submission, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Submission;
- you have fully complied with any third-party licenses relating to the Submission, and have done all things necessary to successfully pass through to end users any required terms;
- the Submission does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Submission is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Submission is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- your page is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other pages and Web sites, and similar unsolicited promotional methods;
- your page is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your page’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Submission that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Starloop or otherwise.
3.5. Rights in Submissions.
Should you submit, display, publish or otherwise post any content to an Interactive Area, (hereinafter a “Submissions”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submission in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and/or for all other lawful purposes whatsoever without the requirement to make payment to or seek permission from you or any Third Party. You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submission does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. If you delete Submission, Starloop will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Submission may not be made unavailable. Without limiting any of those representations or warranties, Starloop has the right (though not the obligation) to, in Starloop’s sole discretion (i) refuse or remove any Submission that, in Starloop reasonable opinion, violates any Starloop policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Starloop’s sole discretion. Starloop will have no obligation to provide a refund of any amounts previously paid. You agree to indemnify, defend, and hold harmless Starloop, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to your Submission, including but not limited to your violation of this Agreement and/or any of the warranties contained herein. You further agree that Starloop assumes no responsibility for your Submission.
3.6. Right to Monitor.
We shall have the right to monitor your Account in our sole and exclusive discretion.
3.7. Cancellation of Your Account.
You may cancel your use of the Services at any time by contacting us at [email protected]. In the event that you elect to cancel your use of the Services you agree and acknowledge that your access to the Services shall be immediately restricted, and you may not be able to reactivate your Account or sign up again for the Services at a future date. In the event of cancellation of an Account or a membership by you, or termination by us, no refunds shall be granted in whole or in part except as expressly set forth in these Terms, including in Section VI. You agree that we may cancel your access to all or any part of the Web site or use of the Services at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Web site. Termination will not limit any of Starloop’s rights or remedies at law or in equity.
SECTION IV: AFFILIATE PROGRAM TERMS
Participants in Starloop’s Affiliate Program have the opportunity to earn a commission on the customers they refer to Starloop provided they properly promote Starloop products and services and play by the rules. By accepting these terms on signup, Affiliates and potential Affiliates agree to the following:
4.1. Affiliate Role and Responsibilities.
Affiliate is appointed as an authorized non-exclusive independent representative to promote and sell all services provided by Starloop. Affiliate shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Starloop’s Services during the term of this Agreement. Affiliate’s sales and promotional efforts shall be directed toward small business owners and small business marketers broadly, inclusive of local brick-and-mortar businesses, professional service providers, marketing consultants and other appropriate customers for Starloop’s services. Affiliate shall not have exclusive right nor be restricted in its sales and promotional efforts by the geography, specialty, size or number of its customers. Affiliate shall represent itself to customers only as an independent entity operating under its own name, never as a subsidiary, owner, employee, or other relationship to Starloop. Affiliate shall periodically, or at any time upon Starloop’s request, submit documentation of any and all sales and promotional efforts performed or to be performed pursuant to this Agreement.
Starloop shall pay Affiliate a commission equal to a percentage of billing on Services sold or arranged by Affiliate according to current commission rates. Because Starloop’s Services are available for purchase online in an open market, Affiliate’s sales must be verified as belonging to Affiliate. To verify a sale, the customer must enter Affiliate’s code at the time of purchase. Commissions will be paid on fees for services sold or arranged by Affiliate and shall not include freight, supplies, vendor services and other charges incidental to the performance of said services. Commission paid shall be subject to withholding in the event it appears a chargeback or refund shall be claimed under a previously-paid commission.
4.3. Independent Contractors.
For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract. Starloop shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Affiliate under this Agreement. Affiliate shall not be considered an employee of Starloop and shall not be entitled to participate in any plan, arrangement or distribution by Starloop pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Starloop’s employees. The rights and duties of Affiliate under this Agreement may not be assigned or delegated without prior written consent of Starloop. Affiliate is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Starloop’s services without express written authorization from Starloop.
Starloop may terminate its Affiliate Program or any individual Affiliate agreement at any time at its sole discretion.
SECTION V: TERMS OF SALE
5.1. Service Fees.
Use of the Web site is generally free; however, access to subscriber-only Services may be subject to fees payable in advance annually or monthly, as set forth on the Web site and selected by the purchaser at the time of purchase. Such fees are set forth on the Web site at all times at http://starloop.wpengine.com/ as well as at the point of sale. Fees shall be subject to change without notice in our sole and exclusive discretion but shall be honored through the end of a purchase term, where applicable, in the event such fees are raised. All Service Fees shall automatically renew unless notice of Service termination is received prior to the end of the then-current Service term as selected by you upon purchase of the Services.
5.2. Services Included, Upgrades.
For subscribers to our Services, membership may be based on a membership level where active members shall be allowed unlimited access to the content and areas included with their membership level. Optional, additional Services outside of the selected service plan, such as extra features, print services, or domain purchases are available on the Web site (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Starloop the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
5.3. Set Up Fees.
Some Service subscriptions are subject to one-time set-up fees (“Set-Up Fees”) in the amount set forth on the Web site at http://starloop.wpengine.com/ as well as at the time of purchase. Set-Up Fees are strictly non-refundable and are not covered by any warranty or guarantee unless otherwise specified.
Fee shall be immediately due and owing upon selection of a Service plan or Upgrade and may be made via PayPal using a major debit/credit card or bank account or directly with us via a major debit/credit card.
You are not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for us as a result of your payment of any and all Fees. You shall be responsible for the payment of local VAT and/or other taxes that may apply to an order.
Unless expressly noted, due to the nature of the Services no refunds, in whole or in part, or returns shall be accepted for any reason whatsoever, including but not limited non-use of the Services and/or partial months of Service.
SECTION VI: 30-DAY MONEY-BACK GUARANTEE
We stand behind our Services, and, therefore, if you are unsatisfied for any reason we will refund 100% of your Service Fee for the first thirty (30) calendar days that you use our Services. In order to claim a refund under our money-back guarantee, please kindly email us at [email protected] no later than the end of business on the thirtieth (30th) day following your registration and payment, whichever is later. Claims made after the expiration of this guarantee period will not be accepted.
SECTION VII: INTELLECTUAL PROPERTY; PRIVACY
7.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Web site and/or Services, and you are not granted a license to any software or intellectual property by these Terms and Conditions. The Web site and Services are protected by Canadian and, where applicable, international intellectual property laws. The Web site and Services belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Web site and Services.
Furthermore, all material displayed or transmitted on or via the Web site and Services, including but not limited to guides, text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) is owned by us and is protected by Canadian and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Web site and/or Services nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us on or via the Web site and Services for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed via Web site and/or Services without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to [email protected].
You acquire no rights or licenses whatsoever in the Materials other than the limited right to use the Web site and/or Services in accordance with these Terms and Conditions. Any of the Materials accessed or downloaded from the Web site and/or Services must be accessed or downloaded in accordance with the Terms and Conditions specified in this Agreement. We reserve any rights not expressly granted under these Terms and Conditions.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined by a court of law or arbitrator that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to us or our initiatives, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.
7.3. Copyright Infringement and DMCA Policy.
As Starloop asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Starloop violates your copyright, you are encouraged to notify Starloop in accordance with Starloop’s Digital Millennium Copyright Act (“DMCA”) Notice. Starloop will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Starloop will terminate a visitor’s access to and use of the Web site if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Starloop or others. In the case of such termination, Starloop will have no obligation to provide a refund of any amounts previously paid to Starloop.
7.4. Grant of License.
SECTION VIII: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
8.1. Third Party Advertisements and Promotions.
Starloop provides a convenient service for businesses to manage their online reputation. In doing so, it provides links to and descriptions of numerous third-party review platforms such as Google, Facebook, and Yelp. Starloop is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the Starloop Web site or services. To the extent Starloop uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. Starloop makes no claim as to ownership of such third-party trademarks.
8.2. Use of Third-Party Tools.
We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools.
Any use by you of optional tools offered through the Web site and/or the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider.
We may also, in the future, offer new services and/or features through the Web site and/or the Services, including but not limited to the release of new tools and products. Such new features and/or services shall also be subject to these Terms and Conditions.
8.3. Third-Party Links.
Certain content, products and Services available via our Web site and/or Services may include materials from Third-Parties.
Third-Party links from the Web site and/or Services may direct you to Third-Party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any Third-Party materials or Web sites and/or services, or for any other materials, products, or services of Third-Parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party with whom you connect via the Web site, Mobile App, Services, and/or any Product. Please review carefully the Third-Party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party products should be directed to the Third-Party.
SECTION IX: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
9.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(A) YOU AGREE THAT USE OF THE WEB SITE AND/OR SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT THE USE OF THE WEB SITE AND/OR SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE AND/OR SERVICES AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND VIA THE SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE AND/OR THE SERVICES.
(D) IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE AND/OR THE SERVICES, ANY INTERACTIONS WITH ANOTHER USER, AND/OR ANY SALES OR TRANSACTIONS.
(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEB SITE AND/OR SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE AND/OR ANY SERVICE.
(F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED CANADIAN DOLLARS AND NO/CENTS (CAD$100.00,) WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN MEMBERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, members, employees, contractors, parents, subsidiaries, agents, Third-Party content providers and licensors.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE, MOBILE APP, SERVICES, AND/OR ANY PRODUCT; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEB SITE AND/OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION. We shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
SECTION X: GOVERNING LAW; ARBITRATION
10.1. Governing Law.
These Terms shall be governed and construed in accordance with the laws of the province of British Columbia without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in British Columbia, Canada, and any cause of action that relates to or arises from these Terms and/or the Web site and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 10.2, infra.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in British Columbia, Canada, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s fees.
SECTION XI: MISCELLANEOUS
11.1. Affiliate Disclosure.
We may have an affiliate relationship with Third-Parties and affiliates to whose products and/or services we link and promote through the Web site, Mobile App, Services, and/or any Product. Because of this relationship we may earn a commission on products purchased by a User from a Third-Party affiliate.
11.2. Server Location; International Transfer.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
11.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and Conditions and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions without our prior written consent in our sole and exclusive discretion.
11.7. Rights of Third Parties.
These Terms do not give any right to any Third Party unless explicitly stated herein.
11.8. Relationship of the Parties.
The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Starloop reserves the right to display advertisements on your page without any payment or any other consideration to you.
Starloop reserves the right to display attribution links such as ‘Powered by Starloop,’ theme author, and font and image attribution in your page. Some footer credits, as determined by Starloop at its sole discretion, may not be removed regardless of upgrades purchased.
11.12. Domain Names.
If you are registering a domain name, using or transferring a previously registered domain name for use with Starloop you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.
Except as explicitly stated otherwise, any notices shall be given via registered mail to Jumba Group Media, Inc., d/b/a Starloop, 129 Nanaimo Avenue West, Penticton, BC V2A 1N2, Canada. In the case of any User, any notices shall be given to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.
From time to time, we may update these Terms and Conditions by posting a notice of said changes online to the Web site and by notifying registered recipients of Services via email.