This agreement (the "Agreement") describes the terms and
conditions applicable to your use of the Starta
Development, Inc. ("SDI," "we" or "our"), web site located
at http://www.startadevelopment.com
or any successor web site thereto (the "Site"), content
and services. We may amend this Agreement at any time by
posting the amended terms on our Site, and we have no
duty to advise you of any amendment. This Agreement may
not be otherwise amended except in writing, signed by
you and SDI. By using our Site or services you agree to
be bound by, and thereby enter into, this Agreement, as
it may be amended from time to time.
Our services are available to:
(a) those entities or individuals
that have been registered with SDI an administrator from SDI
("Members" each individually a "Member")
and
(b) certain other users ("Users")
to whom a Member has granted access to part or all
of that Member's account.
If you wish to obtain information
about becoming a Member, please visit the Site or
contact Bob Weston, toll-free at 1-866-578-2782 x727 or by
e-mail at bweston@startadevelopment.com.
Furthermore, our services are unavailable to
temporarily or indefinitely suspended Members or
Users.
Our site
acts only as a venue for Members and Users to contact
each other to conduct business, solicit bids for
products or services from other Members or Users, offer
products or services to other Members or Users, share
and exchange documents, schedules, data or other
information regarding particular development projects,
and present organizational and development
information.
Because we are only a venue, we
exercise no control over either Users or Members. We
have no control over the quality, safety or legality of
the products or services requested or provided by Users
or Members, nor do we have control over the truth or
accuracy of any representations, data, information or
proposals made by such entities or the conduct of such
entities. We cannot ensure that any party is willing or
able to complete any transaction or pay for any
services rendered. We cannot ensure that any Member or
User with whom you share your access codes will handle
such information responsibly. You should immediately
notify SDI if unauthorized use of the Site or any of
our services occurs.
Because we
are not involved in the actual transactions between
Users and Members, in the event that you have a dispute
with another party, you agree to release SDI and our
subsidiaries, affiliates, officers, directors, agents
and employees from claims, demands and damages, actual
and consequential, of every kind and nature, known and
unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected
with such disputes. If you are subject to California
law, you waive California Civil Code Section 1542,
which states: "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."
SDI strives to provide uninterruptible service during
normal working hours, and we will use our commercially
reasonable best efforts to maintain 99% system
availability during normal working hours. We reserve
the remaining 1% to provide maintenance and upgrades to
our systems so we can deliver world-class performance.
We will make every effort to conduct maintenance
activities during the schedule downtime hours from 2:00
am until 5:00 am Eastern time. But under certain
conditions we may have to work on the system at other
times.
You may not use the Site or any of our
products or services for anything other than a lawful
and legitimate purpose. You may not reproduce, upload,
post, transmit, download or distribute this Site other
than to create a single electronic copy on your
computer's hard drive or diskette or a single printed
copy of portions of the Site's content for your
personal, non-commercial use. You also may not store or
archive a significant portion of the Site or create a
database using the content. Examples of prohibited uses
of the Site or our products or services include, but
are not limited to, the following:
(a) deceptive and unfair trade
practices;
(b) placement on the Site of any
untrue, malicious, fraudulent, harassing, offensive
or defamatory material, or any material that is
irrelevant to a legitimate use of the
Site;
(c) introduction of viruses,
worms or other programming routines that are
intended to disrupt or interfere with the intended
operation of the Site;
(d) insertion of links to other
sites of whatever character;
(e) promotion of any unlawful
activity or purpose, including any activity that
could give rise to criminal or civil
liability;
(f) unauthorized alteration of
any data or information supplied by another user of
the Site; or
(g) any activity that infringes
on the copyright, patent, trademark or other rights
of any person or entity. If you engage in a
prohibited use of the Site or any of our products
or services you may be barred from any future use
of the Site or any of our products or services. Any
content introduced to the Site as a result of or
which constitutes an impermissible use, as
determined in the sole discretion of SDI, may be
removed from the Site. If you engage in a
prohibited use of the Site or any of our products
or services, you will be liable to SDI for damages
it incurs as a result.
By submitting your registration information to SDI,
you certify that you are legitimately seeking to use
our Site and/or any of our products or services for
legal purposes, all information provided by you is true
and correct and you will abide by all laws, rules and
regulations applicable to your use of our Site and/or
any of our products or services.
By submitting a request for a bid to the
Site, you certify that you are legitimately seeking
proposals to provide products or services, all
information provided by you is true and correct, you
have the capability to satisfactorily complete a
contract and you have the present intent to contract
such services to an appropriate third-party.
By
submitting a bid to the Site, you certify that you are
legitimately seeking to provide products or services,
all information provided by you is true and correct,
you have the capability to satisfactorily complete a
contract and you have the present intent to provide
such products or services if awarded the
contract.
By accepting a bid, you certify that you are
legitimately seeking to secure the contract for the
applicable products or services, all information
provided by you is true and correct, you have the
capability to satisfactorily complete such contract and
you have the present intent to contract for such
products or services with an appropriate third-party.
If you accept a bid, you are obligated to complete the
transaction with the bidding party, subject to the
terms of your contract with the bidding party and
applicable law.
You understand and agree that you assume all risks
involved with your use of our Site and our products and
services.
You agree not to reproduce, duplicate, copy, sell,
resell or exploit for any purposes any portion of our
Site or our products or services, use of our Site or
our products or services or access to our Site or our
products or services.
You acknowledge and agree that our Site, products,
services and any necessary software used in connection
with our Site, products, or services (the "Software")
contain proprietary and confidential information,
including, but not limited to, text, graphics, logos,
icons, images and the arrangement and compilation of
such content, that is protected by applicable
intellectual property and other laws. You further
acknowledge and agree that content contained in sponsor
advertisements or information presented to you through
our Site, products or services or advertisers is
protected by copyrights, trademarks, service marks,
patents or other proprietary rights and laws. Except as
expressly authorized by SDI, this Agreement or our
advertisers, you agree not to copy, reproduce, alter,
modify, rent, lease, loan, sell, distribute or create
derivative works based on our Site, products or
services or the Software, in whole or in part. You
agree and acknowledge that SDI's cStruct Enterprise
system, including all associated proprietary
information and rights, is a proprietary system
protected by copyright, trademark, trade secret or
other intellectual property rights owned by SDI, and
you expressly agree, covenant and warrant that you will
not infringe upon these rights. You agree not to access
our Site, products or services by any means other than
through the interface that is provided by SDI for use
in accessing our Site, products and services. You
further agree that you will not copy, reproduce, alter,
modify, reverse engineer, create derivative works or
publicly display any code used in the Software, the
cStruct Enterprise system, our products or our
services.
The ideas, software and processes on this Site, and
those that constitute our products or services, may be
subject to patents or patent applications
pending.
"Starta Development", "cStruct", "cStruct Enterprise", "Business Operating System",
are either trademarks or registered trademarks of SDI.
Other SDI service names, trade names, slogans or logos
referenced on this Site are trademarks or registered
trademarks of SDI. All other company, product or
service names referenced on this Site are used for
identification purposes only and may be trademarks of
their respective owners.
We may provide, or third parties may provide, links to
other web sites or resources. Because we have no
control over such sites and resources, you acknowledge
and agree that SDI is not responsible for the
availability of such external sites or resources and
does not endorse and is not responsible or liable for
any content, advertising, products, or other materials
on or available from such sites or resources. You
further acknowledge and agree that SDI shall not be
responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such content,
goods or services available on or through any such site
or resource.
Our Site contains proprietary
information, features and technology and you agree that
you will not use any robot, spider, other automatic
device or manual process to monitor or copy our web
pages or the content contained herein without our prior
express written permission. You agree that you will not
use any device, software or routine to interfere or
attempt to interfere with the proper working of the
Site or any transaction or service being conducted on
the Site. You agree that you will not take any action
that imposes an unreasonable or disproportionately
large load on our infrastructure. Much of the
information on our Site is proprietary or is licensed
to SDI by third parties. Except as explicitly stated
otherwise on the Site, you agree that you will not
copy, reproduce, alter, modify, create derivative works
or publicly display any files or content (unless such
files or content are provided by you) from our Site
without the prior express written permission of SDI or
the appropriate third party.
Solely to enable SDI to use the information you supply
us with, so that we are not violating any rights you
might have in that information, you agree to grant us a
nonexclusive, worldwide, perpetual, irrevocable,
royalty-free license to the information you provide to
us. Such license covers all uses that are necessary or
helpful in enabling SDI to fulfill our obligations
hereunder, provide our products and services and
provide access to our systems and, in addition, covers
promotional use to enhance the branding, reputation and
marketing of SDI.
Membership
data and certain other information about you are
subject to our Privacy Policy, and you agree to abide
by the terms and conditions of our Privacy Policy.
Please read our full Privacy Policy at http://www.startadevelopment.com/r.sh?content=PrivacyPolicy,
the terms and conditions of which are hereby
incorporated by reference into this
Agreement.
Without limiting our other remedies in law or equity,
we may immediately issue a warning, temporarily
suspend, indefinitely suspend or terminate your
membership and refuse to provide our products or
services to you, under this account or any
other:
(a) if you breach this Agreement,
any term of any document it incorporates by
reference, or any term of any agreement between you
and SDI;
(b) if we are unable to verify or
authenticate any information you provide to us
(which we have no duty to do but may pursue in our
sole and absolute discretion); or
(c) if we believe, in our sole
and absolute discretion, that your actions may
cause, result in or carry a risk of legal liability
for you, one or more of our Members, any User, any
third party or us.
You agree
to indemnify and hold us and our subsidiaries,
affiliates, officers, directors, agents, employees and
their successors and assigns harmless from any claim or
demand, including reasonable attorneys' fees, made by
any third party due to or arising from or in connection
with your use of our Site, use of our products or
services, breach of this Agreement or your violation of
any law, any contract or the rights of a third
party.
You
will comply with all applicable laws, statutes,
ordinances and regulations now or hereafter promulgated
by any government authority or agency regarding your
use of our Site, our products or services, any
information you provide to us and your interaction with
other Members and Users.
You
will be solely responsible for any and all sales and
use taxes incurred as a result of your entering this
agreement or using the Site and our products and
services.
You and SDI
are independent contractors, and no agency,
partnership, joint venture, employer-employee or
franchiser-franchisee relationship is intended or
created by this Agreement.
Except as
stated explicitly otherwise, any notices to SDI shall
be given by nationally recognized overnight delivery
service to the president of SDI and such notice shall
be deemed given on the date of receipt. Any notice to
Members or Users shall be given by email to the address
provided by such Member or User, and notice shall be
deemed given 24 hours after the email is sent, unless
the sending party is notified that the email address is
invalid. Alternatively, we may give you notice via
nationally recognized overnight delivery service to the
address provided by you, which notice shall be
effective on the date of deposit with such service, or
by certified mail, postage prepaid and return receipt
requested, to the address provided by you, which notice
shall be deemed given on the date of
mailing.
This Agreement shall be governed
by and construed in accordance with the laws of the
State of North Carolina, without regard to the choice
of law provisions thereof. Any dispute or claim arising
out of, or in connection with, this Agreement shall
brought and heard either in the North Carolina state
courts located in Wake County, North Carolina, or the
federal district court for the Eastern District of
North Carolina located in Raleigh, North Carolina. The
parties to this Agreement each consent to the in
personam jurisdiction and venue of such courts. The
parties agree that service of process upon them in any
such action may be made if delivered in person, by
courier service, by telegram, by facsimile or by first
class mail, and shall be deemed effectively given upon
receipt. You agree that regardless of any statute or
law to the contrary, any claim or cause of action
arising from or out of use of the Site must be filed
within one (1) year after such claim or cause of action
arose.
If any
provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the
remaining provisions shall be enforced.
Section
headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent
of such section.
Our
failure to act with respect to a breach of this
Agreement by you or others does not waive our right to
act with respect to subsequent or similar
breaches.
You
agree that: (i) you understand this Agreement and that
it constitutes a valid, binding obligation of you, and
(ii) you have full power, authority and legal capacity
to enter into this Agreement and follow its
obligations. If you are registering on behalf of a
company or other entity, you agree that you have the
authority to bind your principal or employer company or
entity.
This
Agreement, and all documents incorporated herein by
reference, set forth and constitute the entire
understanding and agreement between us with respect to
the subject matter hereof.
