Terms of Service
Introduction
Pursuant to the written Starboard Suite Subscription Agreement (the “Subscription Agreement”) by and between you and D3 Studios, Inc., a California corporation dba Starboard Suite (“us”, “we” and “our”), these STARBOARD SUITE STANDARD TERMS (the “Terms”) govern your use of our Starboard Suite SaaS application, platform and all related services and applications (collectively the “Service”). These Terms, along with the Subscription Agreement are referred to herein collectively as the “Agreement.”
Our Intellectual Property
The Service and all related intellectual property rights (including patent, trademark, trade secret, and copyright) belongs to us, and may not be copied, modified, reformatted, rented, leased, sublicensed, lent, downloaded, reproduced, reverse engineered, republished, repurposed or reprocessed without our express written consent, and may not be used in any way other than as permitted by this Agreement. Any and all improvements, alterations, or modifications to the Service (“Improvements”), including any Improvements that may be unique to the version and/or page(s) of the Service we customize for you, shall be owned exclusively by us, and you hereby assign, sell convey and transfer to us any and all rights (including copyrights, patents, trademarks, trade secrets and any other intellectual property rights) in and to such Improvements, and waive any moral and related rights.
Your Intellectual Property
Your materials and content shall remain your property; provided you grant to us a worldwide, royalty free, sub-licensable license to utilize such content and materials in order to provide the Service.
Marketing Rights
Unless otherwise specified in the Subscription Agreement, we may utilize your name(s) and logo(s) in connection with promotional and advertising materials and refer to you as a client or customer.
Customer Privacy
Whether the web interface for the Service is your primary website or a website separate from your primary website, you are responsible for posting a privacy policy that complies with applicable laws and complying with the terms of that privacy policy. You are also responsible for ensuring the security of your customers’ personal and, if applicable, financial information. We will treat your customers' data in accordance with the terms of the Data Protection Addendum (located at https://starboardsuite.com/data-processing-addendum).
Client Responsibilities
You are solely responsible for: (a) managing availability for the online scheduling of bookings, and lead times as may be appropriate to prevent overbooking and other events that might adversely affect your customers; (b) reviewing online bookings often and regularly; (c) promptly communicating any overbookings or inability to fulfill obligations to your customers; (d) complying with all export, re-export and import laws and restrictions, including United States export laws and regulations, to which the use of the Service is subject; and (e) obtaining any and all equipment and commercial software required to utilize the Service, including (but not limited to): (i) a properly configured computer with broadband Internet access; (ii) a functioning and valid email address; and (iii) required third-party software, such as an accepted browser that is configured to accept cookies, download images, and run JavaScript.
Restrictions
You may not use the Service in any manner that is illegal or harmful, including (directly or through any third party accessing the Service through your login): (a) transmitting information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, offensive, vulgar, obscene, defamatory, invasive of personal privacy, harassing, threatening, or otherwise objectionable; (b) remove, obscure or alter any notices or indications of rights in or to the our property or any third party’s property; (c) interfere with, or attempt to interfere with, compromise the Service integrity or security, or decipher any transmissions to or from any Service servers; (d) upload invalid data, viruses, worms, or other harmful software to the Service; (e) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service; or (f) impersonate any person or entity in order to use, or through use of, the Service.
GENERAL DISCLAIMER
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DO NOT GUARANTEE THAT: (A) YOU OR YOUR CUSTOMERS WILL BE ABLE TO ACCESS THE SERVICE AT ALL TIMES OR PLACES; (B) WE HAVE ADEQUATE CAPACITY FOR ALL USERS AT ALL TIMES; OR (C) THE SERVICE WILL BE OPERABLE WITH YOUR EQUIPMENT OR YOUR USER’S EQUIPMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THIRD-PARTY SERVICES AND SITES DISCLAIMER
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION CONDUCTED THROUGH OR WITH THE ASSISTANCE OF THE SERVICE.
INTENDED FOR USE IN THE UNITED STATES
THE SERVICE IS OFFERED FROM THE UNITED STATES OF AMERICA AND INTENDED FOR USERS IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER COUNTRIES DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.
ELIMINATION OF SPECIAL DAMAGES
IN NO EVENT SHALL WE, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER IN RELATION TO YOUR USE OF THE SERVICE, INCLUDING ANY DAMAGE RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR ANY INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE, (VI) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VII) YOUR USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICE OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING DATA) INCURRED AS A RESULT OF YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT IT IS PORHIBITED BY APPLICABLE LAW; PROVIDED, THAT, IT SHALL BE REVISED TO THE MINIMUM EXTENT NECESSARY TO RENDER IT ENFORCEABLE AND ENFORCED IN ACCORDANCE WITH THE PARTIES’ INTENT, WHICH IS THAT THE LIMITATIONS IN THIS PROVISION ARE AN ESSENTIAL TERM, WITHOUT WHICH WE HAVE NOT OFFERED THE SERVICE OR ENTERED INTO THE SUBSCRIPTION AGREEMENT.
CAP ON LIABILITY
OUR MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO US IN THE PRECEDING TWELVE MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT IT IS PORHIBITED BY APPLICABLE LAW; PROVIDED, THAT, IT SHALL BE REVISED TO THE MINIMUM EXTENT NECESSARY TO RENDER IT ENFORCEABLE AND ENFORCED IN ACCORDANCE WITH THE PARTIES’ INTENT, WHICH IS THAT THE LIMITATIONS IN THIS PROVISION ARE AN ESSENTIAL TERM, WITHOUT WHICH WE HAVE NOT OFFERED THE SERVICE OR ENTERED INTO THE SUBSCRIPTION AGREEMENT.
Hold Harmless
You agree to indemnify, defend and hold us harmless from any and all claims, suits, liabilities, damages, judgments, penalties and liens arising from or related to: (a) your breach of any provision of this Agreement, including any representations or warranties herein; (b) your use of the Service; (c) your violation of any law or regulation; and (d) your negligence or other intentional wrongdoing.
Linked Sites
The Service may contain links to third party websites. We do not control and are not responsible for the content, terms or privacy policies of any linked site or of any link contained in a linked site. These links are provided to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site. Access to any linked site and participation in any activity or transaction on any linked site are at your own risk.
Termination
We may at any time decide to alter, amend, modify, or terminate the Service, any functionality or portion of it, all in our sole discretion, and you understand that there is no guarantee that the Service or any portion or functionality of it will continue to operate or be available for any particular period of time.
Governing Law & Disputes
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of your use of the Service in the courts located within the county of San Francisco, California or the Northern District of California and you also agree to submit to the personal and exclusive jurisdiction of those courts. You agree that any claim or cause of action arising out of your use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary.
Severability
If any provision contained in this Agreement is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of this Agreement will remain in full force and effect.
No Waiver
No waiver of any provision of this Agreement shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
Independent Parties
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement and/or your use of the Service.
Assignment
You may not assign any right, interest or benefit provided under this Agreement or through the Service without our express prior written consent.
Entire Agreement
This Agreement sets forth the entire agreement between you and us, and supersedes any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the Service. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and/or your use of the Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Last Modified
May 21, 2024