Terms and Conditions | www.geostellar.com

Geostellar
Terms of Use
Version 4
Effective Date: November 15 2013
Last Updated Date: January 31, 2017

Welcome to Geostellar’s Marketplace, which you may be accessing through geostellar.com, a mobile application, a widget, an application program interface, or other similar means (each a Marketplace Access Technology). PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE MARKETPLACE, ANY MARKETPLACE ACCESS TECHNOLOGY, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE MARKETPLACE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE GEOSTELLAR; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND YOURSELF AND THAT ENTITY TO THESE TERMS WITH GEOSTELLAR. THE TERM YOU REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED IN CONNECTION WITH THE GEOSTELLAR MARKETPLACE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE MARKETPLACE OR ANY MARKETPLACE ACCESS TECHNOLOGY. Products and Services (including solar system installation services, equipment, and financing relating to solar systems) ordered through the Marketplace will be subject to these and additional terms. Supplemental Terms for Products and Services will be presented to you for your acceptance when you order Products and Services. If these Terms of Use are inconsistent with such Supplemental Terms, the Supplemental Terms shall control. These Terms of Use and any applicable Supplemental Terms are referred to herein as the Terms. PLEASE NOTE THAT The Terms are subject to change by Geostellar in its sole discretion at any time. When changes are made, Geostellar will make a new copy of the Terms of Use available at geostellar.com and any new Supplemental Terms will be made available from within, or through, application Marketplace Access Technology. We will also update the “Last Updated” date at the top of these Terms of Use. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Marketplace and all Marketplace Access Technology. Otherwise, your continued use constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE THEN-CURRENT TERMS.

1. Use of the Marketplace and Geostellar Materials. The Marketplace Access Technology, including the software, information and content embodied in, available on, or provided through it (collectively, the Geostellar Materials) are protected by copyright laws throughout the world. Subject to these Terms, Geostellar grants you a limited license to reproduce portions of the Geostellar Materials for the sole purpose of using the Marketplace for your personal or non-commercial purposes.
1.1 Updates. You acknowledge and agree that Geostellar may update the Marketplace and Geostellar Materials with or without notifying you.
1.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Geostellar Materials or any portion thereof, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Geostellar Materials (including images, text, page layout or form) of Geostellar; (c) you shall not use any metatags or other “hidden text” using Geostellar’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Geostellar Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Marketplace without Geostellar’s prior written permission; (f) access the Geostellar Materials in order to build a similar or competitive Marketplace or service; (g) except as expressly stated herein, no part of the Geostellar Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Geostellar Materials. Any future release, update or other addition to the Geostellar Materials shall be subject to these Terms. Geostellar, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Marketplace or the Marketplace Access Technology terminates the licenses granted by Geostellar pursuant to the Terms.
1.3 Third Party Materials. As a part of the Geostellar Materials, you may have access to materials that are hosted or provided by another party. You agree that it is impossible for Geostellar to monitor and validate such materials and that your access, use, and reliance on these materials is at your own risk.
2.Your Information.
2.1 Address and Account Information. In order to access and use certain features of the Marketplace you may be required to provide your address, email account, or other pertinent information. You agree to (1) provide true, accurate, current and complete information about yourself and your property as requested by the Marketplace, Geostellar, or any Supplier; and (2) maintain and promptly update such information to keep it true, accurate, current and complete.
2.2 No False or Misleading Information. You agree not to use a false identity or provide false or misleading information, including with respect to your identity, address, or the property.
2.3 Your Responsibility. You are responsible for all activities that occur under your account and any decisions you make based on the Geostellar Materials. You may not share your account or password with anyone, and you agree to (1) notify Geostellar immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your account at the end of each session. You agree that you shall monitor your account to restrict unauthorized use (for example, by minors or other unauthorized third parties). You will accept full responsibility for any unauthorized (1) use of the Geostellar Materials, or (2) purchase of Products and Services.
2.4 Geostellar Disclaimer. Geostellar has no responsibility to validate, maintain, update, or store any of the information you make available to Geostellar. Geostellar reserves the right to remove or reclaim any accounts or usernames, and all related information, at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.
2.5 Equipment and Software. You must provide all equipment and software necessary to connect to the Geostellar Materials. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Geostellar Materials.
3. Going Green.
3.1 Evaluation. You may look up your property by its address to request projections and information for potential systems for that property based on the Goestellar Materials, including satellite imagery, solar models, and other data processed by Geostellar. If Geostellar offers coverage for that address, Geostellar will provide you estimated benefits and costs associated with Products and Services for your designated property through the Marketplace.
3.2 Going Green. If you are interested in procuring (or leasing) Products and Services, you may buy designated Products and Services from Suppliers through Geostellar. Suppliers include installers, equipment providers, financing and leasing companies who participate in the Marketplace. Geostellar may resell these Products and Services to you or facilitate your transaction with an applicable Supplier. The fees, terms and conditions will be as follows, unless otherwise agreed in writing by Geostellar:
(a) Products and Services will be priced in accordance Geostellar’s then current price list made known to you and you will pay such amount (plus any applicable sales, use or similar taxes or duties, and any shipping or handling amounts);
(b) The applicable Supplier(s) will be solely responsible for the provision and performance of the Products and Services;
(c) The Products and Services will be subject to the Supplier’s standard terms and conditions provided to you in connect with the transaction;
(d) Geostellar will have no responsibility or liability for the Supplier or any Products or Services; however, Geostellar will use commercially reasonable efforts to work with you to address any issues associated with a particular Supplier or Product and Service and pass through to you any performance warranties that Supplier offers to Geostellar; and
(e) The Products and Services may be subject to other Supplemental Terms as agreed by you, Geostellar, and/or the applicable Supplier(s).
3.3 Financing Products and Services. Products and Services from Suppliers may include financing related products and services. Obtaining these Products and Services may require your approval for a credit, employment or other check. In addition, you acknowledge and agree that any calculations, tools or materials provided to you in connection with such Products and Services are intended only for self-help purposes and may include assumptions based on historical or forecasted information. Such calculations, tools and materials are not intended to provide financial, investment, or tax advice. Geostellar and its Suppliers cannot and do not guarantee the applicability or accuracy of such calculations, tools or materials for your individual circumstances. Therefore, you should not rely solely on such calculations, tools or materials. You should consult with your independent tax and other professionals for your specific circumstances. Geostellar’s and its Suppliers calculations, tools or materials provided to you are based upon many assumptions, including the limited data you or third parties provide (e.g., estimated annual utility rate increases, tax or other credits or refunds, your tax bracket, typical weather patterns, and solar system performance, etc).
3.4 Geostellar as an Independent Value Added Reseller and Facilitator. You acknowledge and agree that Geostellar is acting as a value added reseller or facilitator of one or more Suppliers’ Products and Services for your convenience. Suppliers are independent contractors which Geostellar does not control or assume any liability for in any regards. Unless otherwise agreed, all matters concerning the Products and Services, including but not limited to warranties, guarantees, maintenance and delivery, are solely between you and the Supplier. Geostellar makes no warranties or representations whatsoever with regard to any Products or Services, unless expressly agreed otherwise in writing. You will not consider Geostellar, nor will Geostellar be construed as, a party to such transactions, whether or not Geostellar may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, the transaction. Suppliers may provide Geostellar certain discounts, rebates, and other incentives that Geostellar is entitled to retain in consideration for the Geostellar Materials and Geostellar’s other obligations.
3.5 Release. If you have a dispute with one or more Suppliers, you hereby release Geostellar and its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and their successors (collectively, the Geostellar Parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now 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.” If you are a resident of another state with a similar law, you hereby waive that similar law.
3.6 No Obligation to Purchase. You are under no obligation to buy anything from Geostellar or a Supplier. If you do not agree to these Terms, you will not buy any Products and Services, directly or indirectly, from Geostellar.
4. Ownership.
4.1 Geostellar Materials. You agree that Geostellar and/or its licensors and suppliers own all rights, title and interest in the Marketplace and the Geostellar Materials. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Marketplace or the Geostellar Materials.
4.2 Technology. You understand and acknowledge that the software, code, proprietary methods and systems used to enable the Marketplace or Geostellar Materials (Our Technology) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Marketplace according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology.
4.3 Trademarks. Geostellar and other related graphics, logos, service marks and trade names used in the Geostellar Materials or in connection with the Marketplace are the trademarks of Geostellar and may not be used without permission in connection with any third party products or services. Other trademarks, service marks and trade names that may appear on the Marketplace are the property of their respective owners.
4.4 Your Content. Geostellar does not claim ownership of any ancillary content you provide Geostellar. However, when you as a User post or publish your content on or in the Geostellar Materials, you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your content.
4.5 License to Your Content. By submitting your content, which shall include your username, to any “public area” of the Marketplace, you grant Geostellar a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public, your content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in your content. You also warrant that the holder of any worldwide intellectual property right, including moral rights, in your content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Geostellar, are responsible for all of your content that you make available on or in the Marketplace, whether publicly posted or privately transmitted.
4.6 Username. Notwithstanding anything contained herein to the contrary, by submitting your content to any forums, comments or any other area on the Marketplace, you hereby expressly permit Geostellar to identify you by your username (which may be a pseudonym) as the contributor of your content in any publication in any form, media or technology now known or later developed in connection with your content.
4.7 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your account, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Geostellar.
4.8 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Geostellar through its suggestion, feedback, wiki, forum or similar pages (Feedback) is at your own risk and that Geostellar has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Geostellar a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Marketplace and the Geostellar Materials.
5. User Conduct. As a condition of use, you agree not to use Our Technology for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) take any action (or provide any content in connection with your use of Our Technology) that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales that circumvent or conflict with the purpose of Geostellar’s business as contemplated under these Terms; (v) impersonates any person or entity; (vi) interferes with or attempt to interfere with the proper functioning of the Geostellar Materials or uses the Geostellar Materials in any way not expressly permitted by the Terms; (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Geostellar Materials, including but not limited to violating or attempting to violate any security features of the Geostellar Materials, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Geostellar Materials, introducing viruses, worms, or similar harmful code into the Geostellar Materials, or interfering or attempting to interfere with use of the Geostellar Materials by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Company Properties; or (viii) that disparages Geostellar, any Supplier, or any Products and Services.
6. Investigations. Geostellar may, but is not obligated to, monitor or review the Marketplace and related content at any time. Without limiting the foregoing, Geostellar shall have the right, in its sole discretion, to remove any content for any reason (or no reason), including if such content violates the Terms or any applicable law. Although Geostellar does not generally monitor activity, if Geostellar becomes aware of any possible violations by you of any provision of the Terms, Geostellar reserves the right to investigate such violations, and Geostellar may, at its sole discretion, immediately terminate your license and rights under these Terms, or change, alter or remove your content, in whole or in part, without prior notice to you.
7. Third Party Links. The Marketplace and Geostellar Materials may contain links to third-party websites (Third Party Websites) and advertisements for third parties (collectively, Third Party Websites & Ads). When you click on a link to a Third Party Website or Ad, we will not warn you that you have left our Marketplace and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Websites are not under the control of Geostellar. Geostellar is not responsible for any Third Party Websites & Ads. Geostellar provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You use all links in Third Party Websites & Ads at your own risk. When you leave our Marketplace, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
8. Indemnification. You agree to indemnify and hold Geostellar Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) any content or information you provide Geostellar or post on through the Geostellar Materials; (b) your use of, or inability to use, the Marketplace or Geostellar Materials, including any decisions you make based on Geostellar’s analysis, recommendations, and projections; (c) your violation of the Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Geostellar reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Geostellar in asserting any available defenses. You agree that the provisions in this section will survive any termination or expiration of these Terms or use of the Geostellar Materials.
9. Warranties and Disclaimers. GEOSTELLAR WILL PASS THROUGH TO YOU ANY WARRANTIES SUPPLIERS AUTHORIZE GEOSTELLAR TO PASS THROUGH TO USERS WITH RESPECT TO PRODUCTS AND SERVICES PURCHASED (OR LEASED) BY YOU, IF ANY. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THESE TERMS:
(a) YOUR USE OF THE MARKETPLACE AND GEOSTELLAR MATERIALS AND ALL PRODUCTS AND SERVICES ORDERED THROUGH THE MARKETPLACE IS AT YOUR SOLE RISK. THE MARKETPLACE AND GEOSTELLAR MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. GEOSTELLAR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) THE GEOSTELLAR PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE MARKETPLACE, GEOSTELLAR MATERIALS OR THE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE MARKETPLACE, GEOSTELLAR MATERIALS AND PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE ANALYSIS, PROJECTIONS AND RESULTS, INCLUDING ENERGY, OR SYSTEM COSTS AND SAVINGS, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS (INCLUDING WITHOUT LIMITATION THE IMAGERY AND DATA THEREIN) WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION YOU MAKE AS A RESULT OF THE MARKETPLACE AND GEOSTELLAR MATERIALS. YOU AGREE AND ACKNOWLEDGE THAT THE DATA, ANALYSIS, PROJECTIONS, AND OTHER INFORMATION PROVIDED BY GEOSTELLAR ARE GOOD FAITH ESTIMATES FOR INFORMATIONAL PURPOSES ONLY AND ACTUAL RESULTS MAY VARY.
(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GEOSTELLAR OR THROUGH THE MARKETPLACE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(d) YOU ACKNOWLEDGE AND AGREE THAT THE GEOSTELLAR PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE GEOSTELLAR PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION SUPPLIERS, TELECOMMUNICATIONS CARRIERS, AND OPERATORS OF EXTERNAL SITES.
10. Limitation of Liability.
10.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL GEOSTELLAR PARTIES (OR ANY SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, COST OF COVER, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE GEOSTELLAR MATERIALS, OR ANY PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, SAVINGS, OR PROFITS, WHETHER OR NOT GEOSTELLAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES TO YOUR PROPERTY OR FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ON ANY THEORY OF LIABILITY.
10.2 CAPS ON LIABILITY.
(a) UNDER NO CIRCUMSTANCES WILL THE GEOSTELLAR PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR MORE THAN THE NET AMOUNT RECEIVED AND RETAINED BY GEOSTELLAR AS A RESULT OF YOUR USE OF THE GEOSTELLAR MATERIALS (OR PURCHASE OR LEASE OF ANY PRODUCTS AND SERVICES) IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. IF GEOSTELLAR HAS NOT BEEN PAID ANY AMOUNTS IN SUCH PERIOD, GEOSTELLAR’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50.00). THE NET AMOUNT RECEIVED AND RETAINED BY GEOSTELLAR WILL BE THE AMOUNT RECEIVED BY GEOSTELLAR FROM YOU OR SUPPLIER(S) IN CONNECTION WITH YOUR USE OF THE GEOSTELLAR MATERIALS AND PURCHASE OR LEASE OF ANY PRODUCTS OR SERVICES, LESS ANY AMOUNTS PAID BY GEOSTELLAR TO THE APPLICABLE SUPPLIER(S) (E.G., IF YOU PAY GEOSTELLAR DIRECTLY, THE AMOUNT PAID TO GEOSTELLAR LESS THE AMOUNTS PAID BY GEOSTELLAR TO SUPPLIERS, SUCH AS INSTALLERS, EQUIPMENT PROVIDERS, AND FINANCING COMPANIES; IF YOU PAY A SUPPLIER, THEN THE AMOUNT SUCH SUPPLIER PAYS GEOSTELLAR FOR FACILITATING THE SALE, LEASE, OR OTHER TRANSACTION WITH YOU).
(b) UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING, YOUR CLAIMS AGAINST SUPPLIERS WILL BE SUBJECT TO ANY CAP ON LIABILITY IN THEIR STANDARD TERMS OR THE AMOUNT THEY WERE PAID FOR THE APPLICABLE PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM IF NO OTHER CAP ON LIABILITY IS SET FORTH IN THEIR STANDARD TERMS.
10.3 Information Verification. Geostellar Parties may use various ways of verifying information that Suppliers, Users, and third parties have provided. However, none of those ways are perfect, and you agree that Geostellar and its suppliers will have no liability to you arising from any incorrect or incomplete information.
10.4 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GEOSTELLAR AND YOU.
10.5 EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. Procedure for Making Claims of Copyright Infringement. It is Geostellar’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Geostellar by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Marketplace in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Marketplace of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) 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; (6) 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. Contact information for Geostellar’s Copyright Agent for notice of claims of copyright infringement is as follows: Geostellar, Inc. 224 W. King Street, Martinsburg, West Virginia, 25401, Attn: Copyright Agent or [email protected].
12. Term and Termination.
12.1 Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Geostellar Materials, unless terminated earlier in accordance with these Terms. We may terminate these Terms and your use of the Marketplace or any Geostellar Materials at any time, with or without notice to you.
12.2 Prior Use. Notwithstanding the foregoing, if you used the Marketplace or any Geostellar Materials prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used the Marketplace or Geostellar Materials (whichever is earlier) and will remain in full force and effect throughout your use thereof, unless earlier terminated in accordance with these terms.
12.3 Termination of by You. If you want to terminate, you may do so by notifying Geostellar at any time. Your notice should be sent, in writing, to Geostellar’s address set forth below.
12.4 Effect of Termination. Termination includes removal of access to the Marketplace and Geostellar Materials. Termination also includes deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), including your content. Upon termination, your right to use the Marketplace and Geostellar Materials will automatically terminate immediately. You understand that any termination may involve deletion of your content associated therewith from our live databases. Geostellar will not have any liability whatsoever to you for any suspension or termination. All provisions of these Terms which by their nature should survive, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. International Users. The Marketplace can be accessed from geographies around the world. However, Geostellar does not provide any services outside the United States of America. Those who access or use the Marketplace or the Marketplace outside the United States do so at their own risk and are responsible for compliance with local law.
14. General Provisions.
14.1 Electronic Communications. The communications between you and Geostellar use electronic means, whether you visit the Marketplace or send Geostellar e-mails, or whether Geostellar posts notices on the Marketplace Access Technologies or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Geostellar in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Geostellar provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
14.2 Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Geostellar’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.3 Force Majeure. Geostellar shall not be liable for any delay, error, or failure resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, weather, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.4 Dispute Resolution. If you believe that Geostellar has not adhered to these Terms, please contact Geostellar by emailing us at [email protected]. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
14.5 Choice of Law and Venue. This Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, without giving effect to any conflict of laws principles that require the application of the law of a different state. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts in Virginia for any lawsuit filed against you by Geostellar arising from or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
14.6 Limitations Period. YOU AND GEOSTELLAR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.7 Arbitration.
(a) Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (ADR Provider) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with these Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Geostellar may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Virginia law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that re applicable to your use of the Marketplace and the Geostellar Materials.
(b) Any other Dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by arbitration in accordance with the JAMS Commercial Arbitration Rules (the Rules) and shall be administered by the Washington, D.C. office of JAMS (the Administrator). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be Washington, D.C. USA. The Dispute(s) shall be submitted to a single arbitrator (Arbitrator) chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 10 of these Terms of Use. Judgment on the award of the Arbitrator may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of these Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Virginia law or United States Federal law.
(c) By using the Marketplace or the Geostellar Materials in any manner, you agree to the above arbitration provision. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Geostellar (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the Arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the Arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
14.8 Notice. Where Geostellar requires that you provide an e-mail address, you are responsible for providing Geostellar with your most current e-mail address. In the event that the last e-mail address you provided to Geostellar is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Geostellar’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Geostellar at the following address: [email protected]. Such notice shall be deemed given when received by Geostellar by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.9 Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.10 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.11 Export Control. You may not use, export, import, or transfer the Geostellar Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Geostellar Materials, and any other applicable laws. In particular, but without limitation, the Geostellar Materials may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Geostellar Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Geostellar Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Geostellar are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Geostellar products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.12 Non-Discrimination. Geostellar complies with Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352), Section 16 of the Federal Energy Administration Act of 1974 (Pub. L. 93-275), Section 401 of the Energy Reorganization Act of 1974 (Pub. L. 93-438), Title IX of the Education Amendments of 1972 , as amended (Pub. L. 92-318, Pub. L. 93-568 and Pub. L. 94-482), Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), the Age Discrimination Act of 1977 (Pub. L. 94-135), Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284), the Department of Energy Organization Act of 1977 (Pub. L. 95-91), the Energy Conservation Act and Production Act of 1976, as amended (Pub. L. 94-385) and Title 10 Code of Federal Regulations, Part 1040. Pursuant to these requirements, Geostellar will ensure that no person, company or beneficiary (defined as customers, clients, students, patients, or a member of the general public that receives, or is eligible to receive or benefit from, the services and programs that Geostellar operates and/or provides) shall, on the ground of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied the benefits or, or be otherwise subjected to discrimination under any program, action, or product provided by Geostellar.
14.13 Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.