ACCEPTANCE OF THESE TERMS
Certain panels, focus groups or other parts of the Services may be governed by additional terms and requirements created by Stellar’s clients (each “Client”) (such additional terms, “Additional Terms”). Any Additional Terms are supplemental to, and do not replace, these Terms. In the event of a conflict between any Additional Terms and these Terms, these Terms take precedence.
We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
1. ELIGIBILITY FOR & USE OF THE SERVICES
The Services offered are available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are at least 18 years old.
You warrant and represent that you have all necessary rights, power, and authority to agree to these Terms and to perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation.
Stellar has the right to restrict any use of the Services, disable any account or profile, or refuse the Services to anyone at any time, in Stellar’s sole discretion, for any or no reason, including if, in Stellar’s opinion, you have violated any provision of these Terms.
Selection for Reviews or Panels
The Services may provide you the opportunity to submit profile information (including personal information) and/or responses to questions (“Profile Information”), including for purposes of helping us to determine if you are eligible to participate in reviewing a product, participating in a survey or focus group, panel, or other research. Submitting Profile Information does not guarantee you will be selected to participate. Subject to Stellar’s invitation and your acceptance of such invitation in each instance, you agree to periodically (i) receive and use one or more product(s); (ii) provide feedback to Stellar and/or its third-party partners about such product(s) in the form of surveys, focus groups, discovery sessions or similar; and/or (iii) in accordance with our direction, publicly post or otherwise deliver written reviews of such product(s) for display, use, distribution and/or other exploitation (collectively, the “Work”). Unless otherwise mutually agreed upon, any product(s) received by you will remain your property and need not be returned to Stellar..If you agree to participate in the Work you are agreeing to perform all obligations specified in connection with such Work, including complying with all confidentiality obligations for the Work and with all legal obligations, including those set forth herein and all applicable laws. You shall be responsible for all expenses incurred in connection with the Work. It is understood and agreed that neither Stellar Reviews nor any other person or entity shall be under any obligation to utilize your Work. You understand that you are not obligated to perform services to Stellar or Stellar’s Clients on an exclusive basis during the term of this Agreement. We reserve the right to refuse any participation in any Work or to remove you from Work at any time.
Permission to Use the Services
We grant you permission to use the Services in the form that we make them available to you for your personal non-commercial purposes subject to these Terms. Your use of the Services is at your own risk, including the risk that you might be exposed to Content, including reviews, that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
2. NO AGENCY; TAX OBLIGATIONS
Neither these Terms nor your participation in the Services create any agency, franchise, partnership, joint venture, or employee-employer relationship with us or any other party, including any Stellar Client, nor do they create any independent contractor or other such relationship between you and any Stellar Client. You acknowledge and agree that your relationship to us is that of an independent contractor and specifically not that of an employee, and you are not eligible for unemployment or other any benefits. You confirm that your submissions to the Services are not and not intended to be covered by any guild, union, collective bargaining or similar agreement and there will be no residual or any other type of payment due from us or a Stellar Client to you or to any third party, in connection with your use of the Services.
Taxes and Reporting
You are solely responsible for satisfying all taxes, and other legal requirements, including those applicable to incentives or other compensation you may receive for participating in the Services. In accordance with U.S. tax law, you may be required to provide updated address and social security details. We may notify the IRS about the compensation you receive from us. You will also be notified if that happens.
You may be required to provide Profile Information, content, or create an account to use some of the features of the Services. You agree to provide true, accurate and complete information, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register under more than one profile.
You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur in connection with your account or profile.
You may not impersonate someone else, create or use an account or profile for anyone other than yourself, provide an email address other than your own, create multiple accounts or profiles except as otherwise authorized by us, or provide or use false information. You agree to notify us immediately of any unauthorized use of your account.
4. WORK OBLIGATIONS & RELEASE
Without limiting any other provision or obligation herein, you agree to the following in connection with the Work:
FTC Disclosures and Work Authenticity You agree that you will fully comply with all applicable law and guidelines, including but not limited to, the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) in the provision of the Work. Further, without limitation, you will (i) clearly and conspicuously disclose your true identity and that you have received compensation and/or other incentive items proximate to any mention by you of Stellar Reviews, its third-party partners, and/or any product(s) received in connection with the Work; (ii) not make any false, misleading, or deceptive statements and will not make any product performance or attribute claims about product(s) received in connection with the Work; (iii) ensure that all your statements accurately reflect only your honest, current opinions and belief based on your personal experience; and (iv) not purport to speak on behalf of Stellar Reviews and/or its third-party partners.
You understand that in connection with the Work, Stellar may deliver to you proprietary or confidential information that is important to Stellar and/or its third-party partner(s)’ business. “Confidential Information” includes, but is not limited to, information relating to products, processes, techniques, formulas, ideas, know-how, works of authorship, copyrightable works, inventions (whether patentable or not), technical information, trade secrets, computer programs, computer code, designs, technology, compositions, data, drawings, schematics, product development plans, and other business, technical and financial information, and other information that is received in confidence by or for Stellar Reviews from any other person or entity. You will not, during or subsequent to the term of these Terms,, use the Confidential Information for any purpose whatsoever other than the performance of the Work or disclose the Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Stellar and/or its third-party partner(s). You further agree to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which (i) is known to you at the time of disclosure to you as evidenced by written records of you, (ii) has become publicly known and made generally available through no wrongful act of you, or (iii) has been rightfully received by you from a third party who is authorized to make such disclosure. This paragraph shall survive any termination of this Agreement.
You will assume the risks incidental to participating in the Work and performing the Work, including risks arising from the display or other use of product reviews or other content or information provided by you. To the fullest extent permitted under applicable law, you hereby release and discharge the Released Parties (where “Released Parties” means Stellar, Stellar’s Clients, any of their sublicensees or distribution partners, and any other related or affiliated third parties, including but not limited to third parties that manufacture or provide product(s) to you to review or third parties that use or exploit Work Content (as defined below)) of and from all liabilities, claims, actions, damages, costs and expenses, including but not limited to all attorney’s fees and disbursements.You understand that the scope of this release includes, without limitation, any claims based on product defect, negligence, action and/or inaction of any of the Released Parties, and covers bodily injury and property damage, whether suffered during and/or after such participation, as well as any claims related to publication or other display, exploitation, or use of any Work Content. You will only participate in using and reviewing a product to the extent you feel comfortable doing so. If you are a California resident, you waive California Civil Code Section 1542 which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
5. CONTENT & INTELLECTUAL PROPERTY RIGHTS
Our Rights in Your Content
To the extent that the Work Content includes any material subject to copyright, you agree that such Work Content is done as a “work made for hire” as that term is defined under U.S. copyright law and that as a result, Stellar shall own the Work Content. To the extent that the Work Content does not qualify as work made for hire under applicable law, you assign to Stellar, its successors and assigns, all rights and title and interest in and to the Work Content, including all copyrights, trademarks and other proprietary rights therein. All of such rights shall vest in Stellar (or Stellar’s designee) immediately upon creation of the Work Content. You agree to execute and deliver any instruments and to cooperate with Stellar in all reasonable respects to carry out the foregoing assignment. To the extent that ownership of any of Your Content does not vest in Stellar (or Stellar’s designee) pursuant to the previous sentences, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, assignable, sublicensable (through multiple tiers), transferable rights to use and exploit Your Content (in whole or in part) for any purpose in perpetuity. Please note that you also irrevocably grant the users of the Services and any applicable Stellar Clients the right to access Your Content (other than Work Content that you assign to us or our designee), to the extent that we make Your Content available on the Services in connection with their use of the Services. Without limiting the foregoing, you acknowledge and agree that we, and our designated sublicensees and/or applicable assignees of Work Content, may use Your Content in a number of different ways, including without limitation by combining elements of Your Content (such as your identifying information) with Work Content (such as a product review provided by you), and by publicly displaying, reformatting, creating derivative works from, distributing, and allowing others to do the same to it or to such combined work, including in connection with websites, e-commerce channels, online properties or other media. You hereby irrevocably waive, and cause to be waived, against Stellar and its users and its Clients (and any of their suppliers, distribution partners, or licensees) any claims and assertions of moral rights, rights of publicity or attribution with respect to Your Content, including Work Content. For avoidance of doubt, you agree you will not receive any additional incentives or compensation for publication or other use or exploitation of Your Content, including Work Content.
Stellar and Third-Party Content & Intellectual Property Rights
Except as provided herein, all content made available on the Services (including, but not limited, text, designs, graphics, logos, icons, images, audio clips, downloads, interfaces, information, code and software, and the selection and manner of compilation and presentation) (the “Content”), is owned by Stellar, other content providers, or their licensors, and may be protected by copyright, trademark, and other applicable laws.
Subject to and conditioned on your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services and to access Content for informational purposes. We and our licensors retain all our right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Services. Our logos and names are trademarks and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Services may be the trademarks of their respective owners. Except as expressly stated above, nothing in these Terms confers any license under any of our or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.
Your access to and use of the Services does not grant you any license or right to use any trademark, logo, or service mark displayed on the Services except as expressly authorized herein. Stellar, other content providers, and/or their licensors retain full and complete title to and reserve all rights in the material on the Services, including all associated intellectual property rights. Stellar neither warrants nor represents that your use of materials on the Services will not infringe rights of third parties. You may not modify or delete any copyright, trademark or other proprietary notices relating to the material you access.
The unregistered and registered trademarks on the Services are the property of their respective owners, with Stellar having rights of use according to the agreements reached with said owners.
You agree not to (i) do or fail to do anything which might jeopardize Stellar’s or its licensor’s ownership or rights to the intellectual property in the Content, or (ii) file for registration or otherwise claim ownership rights in such intellectual property or (iii) file for registration or otherwise similar rights to such intellectual property. You agree that all use of the Content inures to the exclusive benefit of Stellar and/or its licensor, as applicable.
All software used on the Services is the property of Stellar or our licensors and protected by United States and international copyright law.
All rights not expressly granted herein are reserved. You agree to abide by all additional restrictions displayed on the Services as they may be updated from time to time.
We may, but have no obligation to, monitor, edit or remove any Content, including Your Content, that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
6. THIRD PARTY SITES, INFORMATION, PRODUCTS & SERVICES
You may find links to other sites when you use the Services, be presented with third-party information or be provided third-party products or services to Review (“Third-Party Services and Products”). You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such Third-Party Services and Products; or (ii) the content, advertising, products, or services on or available from Third-Party Services and Products or provided via the Services. The inclusion of any Third-Party Services and Products on the Services or availability of third-party products or services does not imply that we endorse the linked site, product or service. You use Third-Party Services and Products, including those provided to you in conjunction with the Services, at your own risk, and you hereby relieve Stellar and/or its third-party partners from any and all liability arising from your use of such Third-Party Services and Products. We have no control over and do not guarantee the quality, safety or legality of Third-Party Services and Products. Stellar disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Third-Party Services and Products. Stellar does not represent or warrant that Third-Party Services and Products or Review Content on the Services are accurate, complete, current, reliable or error-free.
Third-Party Products may be sent to you via a carrier. We cannot guarantee delivery of any such item and are not responsible for its loss.
7. RESTRICTIONS ON USE OF THE SERVICES
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to: (i) disclose any confidential information or details about a product or service that is not publicly available that you receive in connection with the Services, (ii) publicly display the Services or details regarding the Services without express written consent from Stellar; (iii) use the Services beyond the scope of the authorization granted hereunder or in any way that violates any applicable federal, state, local, or international law or regulation; (iv) use the Services to impersonate or attempt to impersonate Stellar, any Stellar employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or (v) use the Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Stellar, may harm Stellar or users of the Services, or expose them to liability.
Additionally, you agree not to: (i) reproduce, duplicate, copy, sell, resell or exploit (a) any portion of the Services, (b) use of the Services, or (c) access to the Services, without express written permission by us; (ii) use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services; (iii) use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including copying any of the material on the Services; (iv) use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our written consent; (v) use any device, software, or routine that interferes with the proper working of the Services; or (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
8. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We do not warrant that information made available on Services, including Review Content, is accurate, complete, reliable, error-free or current. The material on the Services is for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on this site is at your own risk.
Historical information on the Services, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents at any time, but we have no obligation to do so. You agree that it is your responsibility to monitor changes to our site.
There may be information on the Services that contains typographical errors, inaccuracies or omissions. We reserve the right, but do not guarantee we will, correct any errors, inaccuracies or omissions, and to change or update information or cancel panels or components of the Services at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services or on any related website, except as required by law.
9. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you are a copyright owner or an agent thereof and believe that any content, information, or communication on the Services infringes upon your copyrights, you may submit a written notice of infringement pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). All notices of infringement should be sent to the Designated Agent of Stellar identified below and should include the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Services, (d) your address, telephone number, and email address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Notices of infringement should be directed to the following
If you submit a notice of infringement that knowingly materially misrepresents that any content, information, or communication on the Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Services due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.
10. COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us, without any compensation to you, an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Stellar and its users any claims and assertions of any moral rights contained in such Feedback.
11. DISCLAIMER OF WARRANTIES
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL DOWNLOADED OR OBTAINED BY YOU, INCLUDING BUT NOT LIMITED TO THIRD PARTY SERVICES AND PRODUCTS, WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO THIRD PARTY SERVICES AND PRODUCTS, IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES, AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH OR IN CONNECTION WITH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO CASE SHALL STELLAR, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICES PROVIDERS OR LICENSORS OR ANY STELLAR CLIENTS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING OR OTHERWISE OBTAINED BY YOU IN CONNECTION WITH THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, PRODUCT DEFECTS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE BY US, STELLAR CLIENTS, OR ANY OF OUR OR THEIR PERSONNEL OR SUPPLIERS, EVEN IF ADVISED OF THE POSSIBILITY.
THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, PRODUCT DEFECT, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT STELLAR IS LIABLE TO YOU EXCEED $100.00 OR (II) THE AMOUNTS PAID BY YOU TO STELLAR, IF ANY, IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF STELLAR FOR (1) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY STELLAR’S GROSS NEGLIGENCE OR FOR (2) ANY INJURY CAUSED BY STELLAR’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STELLAR AND YOU.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT STELLAR’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM STELLAR’S OWN INTENTIONAL OR RECKLESS CONDUCT.
To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold harmless Stellar, its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by you and/or any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference or your violation of any law or the rights of a third-party. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide reasonable notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You shall have the option to undertake and conduct the defense of any such Claim. You shall keep Stellar fully apprised of all developments in such action and shall not enter into any settlement or admit liability or fault without Stellar’s full prior written approval; and at the request and sole expense of you and your company, Stellar agrees to reasonably assist and cooperate with you and your company in any such action.
This provision does not require you to indemnify Stellar for any unconscionable commercial practice by Stellar or for Stellar ‘s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to the Services.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold Stellar and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
These Terms are effective unless and until terminated by either you or us. You may terminate by deactivating your account or stopping using our Services or by contacting us. We are also free to terminate (or suspend access to) your use of the Services or your account or removing you from the Work, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Notwithstanding anything to the contrary, all provisions of these Terms that, by their nature, contemplates performance, application or observance subsequent to termination, including all of the following will survive termination: any obligation you have to indemnify us, any limitations on liability, releases, disclaimers, confidentiality obligations, and any terms regarding ownership or intellectual property rights (including all perpetual licenses).
Electronic Communications. You agree to receive communications from Stellar electronically, and to retain copies for your records. All terms, conditions, agreements, notices, and other communications that Stellar provides to you electronically have the same legal effect they would have if in written form.
No Third-Party Beneficiaries. These Terms are not enforceable by or for the benefit of any third party, except that the Released Parties are intended third party beneficiaries of the Release in Section 4 above and Stellar Clients are intended third party beneficiaries of the limitation on liability in Section 12.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Stellar’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
Force Majeure. Stellar shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemics, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Choice of Law & Venue. These Terms and any dispute of any sort that might arise between you and Stellar will be interpreted in accordance with the law of the state of Colorado, without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction. Any claim or dispute that between you and Stellar that arises out of or is related to the Terms and/or the Services, shall be decided exclusively by a court of competent jurisdiction located in Boulder in the state of Colorado, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Boulder County in the state of Colorado.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim (except for enforcing the Indemnification provision above) arising out of or related to the Terms and/or Services must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
Notice. Where Stellar requires that you provide an email address, you are responsible for providing Stellar with your most current email address. In the event that the last email address you provided to Stellar is not valid, or for any reason is not capable of delivering notices to you, Stellar’s dispatch of such notice via email will nonetheless constitute effective notice. You may give notice to Stellar at the following address: Stellar,9888 West Belleview Avenue, Suite 2074 Denver, Colorado 80123. The notice must also be sent via email to email@example.com. Such notice shall be deemed given when received by Stellar by letter delivered to Stellar at the above address postal address and email address.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Entire Agreement. These Terms and any policies or operating rules posted by us through the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). These Terms shall not be modified by any of: (i) course of performance between the parties; (ii) course of conduct or dealing between the parties; or (iii) applicable trade practice.
Waiver. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
Section Titles. The headings used in the Terms are included for convenience only and will not limit or otherwise affect these Terms.
16. CHANGES TO TERMS AND CONDITIONS
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Services and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify as required by law. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Services.
17. CONTACT INFORMATION
If you have any questions or concerns with respect to these Terms or the Services, or to report any violations of these Terms, please contact us at support@StellarReviews.com.