TERMS OF SERVICE AND LICENSE AGREEMENT

Last Updated: 23 April 2019

This Terms of Service and License Agreement (this “Agreement”), is a binding agreement between you (“You” or “Your”)  and Digital ReLab, LLC, a Delaware Limited Liability Company (“Digital ReLab” or “We” or “Us”) for use of the Digital ReLab software solutions, APIs, mobile applications, television applications, or other such service made available through Digital ReLab (the “Service” or “Subscription”).

DIGITAL RELAB PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU INDICATE YOUR ACCEPTANCE AND INTENTION TO COMPLY WITH THESE TERMS BY CLICKING THE “ACCEPT” BUTTON OR SUCH OTHER FORM OF ACCEPTANCE AS MAY BE APPLICABLE.  BY DOING SO, YOU ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. FURTHER, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND YOU MUST BE 18 YEARS OF AGE OR OLDER TO CREATE AN ACCOUNT. IF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY; OTHERWISE YOU MAY NOT ACCEPT THESE TERMS. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND LICENSE AGREEMENT, THEN YOU WILL NOT BE ALLOWED TO UTILIZE THE SERVICE.   

License Grant; Limitations on License. Subject to the following terms and conditions, Digital ReLab grants to you a nonexclusive, nontransferable, limited license to access and use the Service for your personal or business purposes and subject to the limitations in this Agreement.  You may not sublicense, rent, distribute, lease, or otherwise assign your rights in the Service unless any such third parties agree to the same or stronger terms set forth in this agreement; any such third party licensees are subject to be discontinued at Digital ReLab’s sole discretion and without liability on the part of Digital ReLab. In all cases, any third parties having access to, or use of, your license hereunder, shall be required to agree to these terms and must comply with these terms.  You agree that you will not allow any person under the age of thirteen to use this Service. You are responsible and liable to Digital ReLab for the actions of any third parties associated with your account. As further described herein, in no case shall you share your log-in credentials or secure authentication link with a third party, including without limitation a licensee. All users must create their own account.

While Digital ReLab desires to provide updates and enhancements as they become available, this license does not grant you any right or guarantees to bug fixes, enhancements, service patches, updates, or new releases; however, to the extent such are made available to you by Digital ReLab, then any such changes/improvements shall become part of the Service and shall be governed by the terms of this Agreement.  

You may not, nor may you allow any third party to, change, alter or modify the Service, translate, port, reverse assemble, reverse compile, disassemble, or in any way reverse engineer the Service. This license is not a sale. Title, ownership rights, and intellectual property rights in and to the Service shall remain in Digital ReLab. You agree to abide by the copyright laws and all other applicable laws of the United States and international treaties. You may not create derivative works of the Service. You may not use the Service, except as specified in this Agreement, and you may not remove any proprietary notices on the Service. Digital ReLab reserves all rights not expressly granted to you in this Agreement.  Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to Digital ReLab other legal remedies.

Registration Information.  In order to gain access to the Service, you must open an account with Digital ReLab. You represent that all information you provide during the account registration process and at any time thereafter (“Registration Information”) will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. Digital ReLab may use all Registration Information. You are responsible for maintaining the security of your Registration Information and for all uses of the Service accessed via your account by securing your user name and password and not allowing third parties to have access to the account. You are responsible for maintaining access to the email address associated with your account.  You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

When made available, you may choose to register or log-in to the Service through a third-party, such as Google or Facebook.  If you utilize this service, you are also subject to the terms of that third-party log-in service and you must read those terms.  Digital ReLab shall not be liable for actions of, or loss of data or confidentiality, as a result of actions of the third-party service.  Use of these third-party services is at your own risk.

Term; Subscription Fees; Termination.

  1. Subscription Fee.  For use of the Service, you are required to pay the annual, quarterly, or monthly subscription fee, as the case may be, (the “Fees”) associated with the level of the Service selected at the time you entered in this Agreement. Fees vary by the applicable subscription term that you have purchased, and current fee schedules are available on the Starchive website (www.starchive.io).   The Fees will be billed on the monthly, quarterly or annual anniversary (“Billing Date”) of the date you accept the terms of this Agreement and provide your payment method in your Registration Information. If the Billing Date is not possible for a given month (for example, if your monthly anniversary is the 31st) you will be invoiced on the next day. You agree that Digital ReLab may charge all Fees to your payment method.  You will receive an email notification of each charge made against your payment method.
  2. Term and Termination.  The effective date of this Agreement shall be the date you agree to these terms.  This agreement shall automatically renew in annual, monthly, or quarterly periods, as the case may be according to the level of Service selected unless you cancel your subscription before the last day of the then-current term of the Service.   You may terminate the subscription and this Agreement by visiting your profile and selecting the option to cancel the Service; this termination will take effect at the end of the month, quarter, or annual term, as the case may be. Your access to the Service is provided contingent upon receipt of the applicable Fees.  No refunds will be provided in connection with a termination of your subscription. Digital ReLab may cancel your account and terminate your subscription at any time if, in its sole discretion, it determines you have breached the terms of this Agreement. Upon termination of this Agreement, the license to the Service shall immediately terminate and You shall cease all use of the Service.
  3. Storage upon Termination.  Upon termination of your subscription, all content stored or posted in connection with the Service will be subject to deletion by Digital ReLab.  Upon termination of your subscription, you are responsible for transfer of all your content out of the system before the last day of your then-current subscription.  In the event that your subscription is involuntarily terminated by Digital ReLab, you will have thirty (30) days to transfer all content to alternate storage. DIGITAL RELAB WILL HAVE NO LIABILITY FOR LOST OR DAMAGED CONTENT IN THE EVENT THAT YOU FAIL TO TRANSFER CONTENT BEFORE THE LAST DAY OF YOUR TERMINATED SUBSCRIPTION.
  4. Changes to the Fees.  The Fees for the Service may change from time to time subject only to your right to terminate your subscription in accordance with the terms herein. You will be provided with not less than sixty (60) days’ notice by email of any increase in the monthly, quarterly, or annual rate, as the case may be. Your continuation of the subscription term will be deemed an acceptance of any price increase.   Additionally, your fees may increase as a result of your selection and purchase of additional products from Digital ReLab or expansion of the Service (e.g., additional storage capacity), or automatically increased if your account exceeds the storage capacity provided for the Service you selected. Digital ReLab automatically increases storage Fees in metered blocks as defined in the plan you selected. You may review your cumulative storage total at any time from within your account. You must keep the email address associated with your Profile up to date.
  5. Taxes.  You are responsible for payment of all applicable Fees incurred by your account. At this time, Digital ReLab does not collect a sales and/or use tax for providing you access to the Service, but it may do so in the future. If any tax is to be paid to state or local governments by your purchase of the Service, it is your responsibility to report and make such tax payments in compliance with all applicable laws. In the event that Digital ReLab collects any taxes on the sale and or use of the Service, such taxes will be itemized separately on your invoice and/or receipt.
  6. Non-Refundable.  All Fees paid are non refundable except in the event of a billing error or in the event that Digital ReLab unilaterally terminates the Service without cause. In order to be considered a “billing error” you must provide reasonable documentation that shows that you were billed incorrectly and Digital ReLab will promptly correct the error. In the event that Digital ReLab unilaterally terminates the Service without cause, you will receive a pro rata refund of any prepaid amounts for the time period in which the Service is  not provided.
  7. Payment Method.  It is your responsibility to notify Digital ReLab if your payment method has changed by making the appropriate changes to your Registration Information. If you do not provide a valid payment method, or if your designated payment method is determined by Digital ReLab to be inactive for any reason, Digital ReLab may immediately discontinue providing the Service to you. You agree not to cause your payment method to reverse or “chargeback” any Fees charged in accordance with this Agreement. If you do so, Digital ReLab may terminate your use of the Service, and you shall reimburse Digital ReLab for any costs incurred in responding to such chargeback, including, without limitation, Digital ReLab’s actual costs paid to the payment method company, including chargeback fees, and the value of the time Digital ReLab employees spend on the matter as determined in good faith at Digital ReLab’s sole discretion.   

Support.  During the Term of this Agreement, you will have access to the level of support and training determined by the service level designated on your order form at the time of purchase.  A description of our support service levels can be found here.  

Ownership; Intellectual Property Rights.   All rights, title, and interest in and to the all of your materials, data, files, or other content (“Client Content”) shall remain with you at all times.  In order for Digital ReLab to be able to perform the Service, and strictly limited to that purpose, you grant Digital ReLab a non-exclusive right to use the Client Content.  You warrant and represent that you have the right to provide the Client Content to Digital ReLab and permits and authorizes Digital ReLab to access and use the Client Content only as expressly provided in this Agreement.  Unless specifically stated in this Agreement, nothing herein grants any license to either party in any patents, trademarks, or copyrights or in or to any trade secrets, proprietary software, or other intellectual property or intellectual property right of the other party, and each party reserves all rights in its ideas, concepts, know-how, methodologies, processes, technologies, algorithms, techniques, and other intellectual property of every kind and nature.  You acknowledge and agree that the Service is provided under license, and not sold, to You. As a licensee, you do not acquire any ownership interest, or any other rights thereto, in the software, storage, or any other party of the Service, other than the right to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Digital ReLab reserves and shall retain the entire right, title, and interest in and to the Service and all Intellectual Property Rights arising out of or relating to the Service.  You agree that if you infringe Digital ReLab’s intellectual property rights or exceed the scope of permitted use of this license, Digital ReLab will be irreparably injured and may terminate this Agreement and obtain a court order to enjoin you from further use of the Service. Some portions of the Service may include third-party licensed or open source materials and such materials are subject to the terms that apply to that material.

Copyright Policy/Digital Millennium Copyright Notices.  Digital ReLab takes copyright rights seriously and will take action in accordance with the law to prevent copyright infringement on its Website or as part of the Service.  You acknowledge and agree to the terms of our Copyright Policy, found here, and agree that Digital ReLab reserves the right and at all times, in its sole discretion, to remove content from its Website or the Service as a result of a copyright claim or the potential for a copyright claim.  

Content Review.  Throughout the Term of this Agreement, and for so long as any material is stored with Digital ReLab in connection with the Service, Digital ReLab has the right, in its sole discretion, to review the content and take any action with respect to any stored content, including removal, that we deem necessary or appropriate, including if we believe that such User Contribution violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety or privacy of others, or could create liability for the Company.  Digital ReLab may also take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or any of the content stored therein. Website. YOU WAIVE AND HOLD HARMLESS DIGITAL RELAB, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES AS A CONSEQUENCE OF CONTENT THAT VIOLATES THIS AGREEMENT. However, Digital ReLab cannot and does not undertake to review any content stored with, or posted in connection with, the Service, and cannot ensure removal of objectionable material.   Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Digital ReLab has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Confidentiality.  The parties acknowledge that during the performance of this Agreement, each party may have access to information written or oral information that is identified as confidential or that should be reasonably understood to be confidential by the nature of the information or the circumstances (the “Confidential Information”). Both parties agree that, except as necessary for a party to perform its obligations or exercise its rights under this Agreement, each party will: (i) use Confidential Information only for the purposes directly related to the Agreement and the Service; (ii) protect such Confidential Information in the same manner and level that it protects its own Confidential Information, but in no event less than reasonable care; (iii) use appropriate safeguards to not disclose Confidential Information except to individuals who have a need to know to assist in performing obligations under this Agreement, but only to the extent also bound by confidentiality obligations substantially the same as those in this Agreement; and (iv) not reproduce Confidential Information, and return or destroy all Confidential Information in its possession within a reasonable time after termination of this Agreement.    

Promotion Rights.  From time to time, Digital ReLab may use your name and logo on the Digital ReLab website for promotional purposes (collectively, “Promotional Purposes”), and you hereby grant a license to Digital ReLab for such use as needed to fulfill this purpose. In the event Digital ReLab would like to use Client Content or other information about you, including  your likeness, as part of Digital ReLab’s Promotional Purposes, case studies, PR materials, social media posts, or other specific and limited use cases, Digital ReLab will first seek Client’s prior approval in writing or by electronic means; in such a case, Digital ReLab will provide Client with details of such use and will not proceed with any public use without prior written approval.

Privacy and Security.  Digital ReLab takes the privacy of your personal information seriously and does not disclose or sell your personal information to third parties; for more information about Digital ReLab’s privacy practices, please review the Digital ReLab Privacy Notice.  Digital ReLab will provide reasonable commercial efforts to ensure that the Digital ReLab computers or other data storage devices are secure from unauthorized access; Digital ReLab has implemented and maintains a data security program that contains administrative, technical, and physical safeguards appropriate to the Service.  Notwithstanding the foregoing, Digital ReLab utilizes cloud-based storage systems (the “Cloud Storage Provider”) to provide the Service, and you agree to review and agree to the terms of the  Cloud Storage Provider along with the terms of this Agreement. Digital ReLab does not control,  and is not liable for, the terms or actions of the Cloud Service Provider; you should review the agreement with the Cloud Storage Provider carefully and acknowledge that your agreement to those terms will be necessary in order to access the Service.

LIMITED WARRANTY.  THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, DIGITAL RELAB EXPRESSLY EXCLUDES ANY OTHER WARRANTY OR CONDITION, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DIGITAL RELAB DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIGITAL RELAB SHALL CREATE A WARRANTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  

LIMITATIONS ON LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIGITAL RELAB BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION, OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. IN NO EVENT SHALL DIGITAL RELAB HAVE ANY LIABILITY FOR ANY CONTENT OR DATA STORED OR PROCESSED WITH THE SERVICE, INCLUDING THE COST OF RECOVERING ANY LOST DATA. YOU ARE SOLELY RESPONSIBLE FOR KEEPING BACK-UP COPIES OF YOUR DATA AND CONTENT.  IN ALL EVENTS, DIGITAL RELAB’S SOLE OBLIGATION OR TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT IS A REFUND OF THE MOST RECENT FEES PAID BY YOU FOR THE SERVICE. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT DIGITAL RELAB WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY CLAUSE WILL SURVIVE FAILURE OF ITS ESSENTIAL PURPOSE.

Export Controls.  You shall not, directly or indirectly, export, re-export, or release any software made available in association with this Agreement, or make any software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules regarding software export.  

Choice of Law; Arbitration.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.  Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Richmond, Virginia, in accordance with the then-current rules and procedures of the American Arbitration Association Commercial Arbitration Rules and Mediation Procedures by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the Commonwealth of Virginia, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action, or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought and heard either in the Virginia state courts located in Richmond, Virginia or the federal district court, located in Richmond, Virginia. In such event, the parties to this Agreement each consent to the in-person 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.  

Miscellaneous Provisions.  This Agreement sets forth the entire agreement between you and Digital ReLab pertaining to the licensing of the Service and supersedes in its entirety any and all written or oral agreements previously or contemporaneously existing between the parties with respect to such subject matter.  Any provisions of this Agreement that by their nature should continue after termination of your subscription and this Agreement will continue to apply even after the expiration or termination of this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect.  In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to the least extent necessary to remove such conflict and permit compliance with law; the provision as modified shall continue in full force and effect. This Agreement may not be assigned without the consent of Digital ReLab. Should you decide to upgrade or renew the Service, you will be asked to reconfirm your agreement to the terms and any updates thereto.  Digital Lab will not be responsible, liable, or deemed in default or breach by reason of any failure or delay in the performance of its obligations where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of power or any other circumstances or causes beyond Digital Lab’s reasonable control. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Contact

For questions or more information regarding our Terms of Service, please contact support@digitalrelab.com

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