Service Subscription and License Agreement SUBSCRIPTION TO THIS SERVICE IS SUBJECT TO THE TERMS SET FORTH BELOW, INCLUDING BUT NOT LIMITED TO FEES, TERM OF AGREEMENT, SERVICE LICENSE TERMS, TERMS OF USE, CUSTOMER REPRESENTATIONS AND WARRANTY STATEMENT. 1. DEFINITIONS a. "Service" means StarDot Technologies, Inc.'s Time-Vision Service with the current functionality provided by Time-Science, Inc. It also includes any accompanying instructions, documentation, technical data, images, and other related materials. b. "Use" means viewing and recording time-lapse recording to and/or from StarDot Technologies, Inc.'s server. c. "Product" means the monthly or annual subscription for use of Time-Vision. d. “Viewing Service” means the HTML code provided to the customer for purposes of displaying time-lapse recording on their website. e. "License" means the Service license grant and general license terms set forth herein. f. "Terms of Use" means any and all prohibitions and restrictions on Use, including any activities engaged in by way of StarDot Technologies, Inc.'s server. g. "Term of Agreement" means the period from the date a subscription is purchased to the date of termination by either the user or StarDot Technologies, Inc. h. "Subscriber" (sometimes referred to as "you") means the individual or entity who purchases the subscription under this Agreement. i. "Customer" means Subscriber and any entity or individual who Uses the Service through Subscriber's subscription. j. "This Agreement" means this entire Service Subscription and License Agreement. 2. SUBSCRIPTION TERMS a. As part of this subscription, Subscriber receives a License as described below. StarDot Technologies, Inc. will provide updates to the Service, such as correction of "bugs" and certain limited improvements to existing functionality of the Service as StarDot Technologies, Inc. may choose to provide. The subscription does not automatically include the right to receive any Upgrades, or new product releases by StarDot Technologies, Inc. StarDot Technologies, Inc. will in its own discretion determine whether and on what terms any Upgrade, or new product release will be made available to existing Subscribers. b. The subscription entitles Customer to receive limited support as posted at www.stardot-tech.com/timelapse at the time this Agreement becomes effective. c. StarDot Technologies, Inc. charges a monthly fee of $170 for 1 (one) Megapixel Subscription, $185 for 3 (three) Megapixel Subscription, $225 for 5 (five) Megapixel Subscription. Or an annual fee of $2050 for 1 (one) Megapixel Subscription, $2224 for 3 (three) Megapixel Subscription, $2700 for 5 (five) Megapixel Subscription (plus applicable taxes) for the Subscription. If you purchase this subscription, you are authorizing StarDot Technologies, Inc. to immediately bill your credit card for the first monthly or annual fee and to bill your credit card each month or year thereafter in approximately 30 day or 365 day intervals. If for any reason any of our charges for these fees are rejected or refused by your credit card issuer, this Agreement and your subscription and license to Use the Service will automatically terminate without notice. It is your sole responsibility to ensure that payment is made and to notify Stardot Technologies, Inc. (via support@stardot-tech.com) of any different billing instructions if you cancel or wish to change the credit card for our billing purposes. d. StarDot Technologies, Inc. will discontinue billing your credit card for any months (or years) after the month (or year) in which termination occurred. We will not pro-rate or refund any fees paid for the month (or year) in which termination occurred. e. StarDot Technologies, Inc. may terminate the subscription and Service License immediately without prior notice for failure to comply with any terms of this Agreement, including Service License terms or Terms of Use. Immediately upon termination, Customer will no longer have any right to Use the Service. f. Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. StarDot Technologies, Inc. may terminate this Agreement in the event of any such attempted assignment or transfer. g. By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and/or is otherwise legally able to enter into a binding contract. h. Cancellation may be effected by calling StarDot Technologies, Inc. customer support on 1-888-782-7368 3. LICENSE GRANT AND TERMS a. During the Term of Agreement, subject to continuing payment of monthly fees as set forth herein and to compliance with Terms of Use and the Service License, Subscriber will have a license that entitles a single user to upload images and Use the Service. b. The Service is owned, patented and copyrighted by Time Science, Inc. or by third party suppliers. The Service License confers no title or ownership and is not a sale of any rights in the Service. Customer is granted only the right to Use the Service without right of sublicense. c. Customer must retain all patent, copyright notices and other proprietary legends in or on the original Viewing Software. Customer may not remove from the Viewing Software, or alter, any of the StarDot Technologies, Inc. trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Viewing Software. d. Customer may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Viewing Software, copy, reproduce or distribute the Viewing Software in any way in whole or in part or create any derivative work based on the Viewing Software. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The Viewing Software is copyrighted and any unauthorized use of it is prohibited. If Customer breaches breach any of these terms, the License to Use the Service and Viewing Software automatically terminates and Customer must immediately destroy any downloaded or printed materials. 4. DISCLAIMERS AND LIMITATIONS a. TO THE EXTENT ALLOWED BY LAW, THIS SERVICE AND THE ACCESS TO OUR SERVER ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, StarDot Technologies, Inc. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, 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 StarDot Technologies, Inc. OR StarDot Technologies, Inc.'s AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. StarDot Technologies, Inc. DOES NOT REPRESENT THAT ITS SERVER WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN YOU OR OTHERS WISH TO ACCESS THE FUNCTIONALITY OF THE SERVICE. OUR SERVER IT MAY BE UNAVAILABLE AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. WE ARE NOT LIABLE TO YOU FOR ANY PERIODS OF UNAVAILABILITY AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS FOR THOSE PERIODS WHEN THE SERVER IS NOT AVAILABLE OR IS NOT FUNCTIONING PROPERLY. Some jurisdictions do not allow exclusions of implied warranties or conditions, so the above exclusion may not apply to you to the extent prohibited by applicable laws. b. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL StarDot Technologies, Inc. OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT StarDot Technologies, Inc. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. StarDot Technologies, Inc.'s and its suppliers' entire liability and your exclusive remedy shall be, at StarDot Technologies, Inc.'s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Product, or (b) repair or replacement of the Product. c. NOTE, EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SERVICE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SERVICE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT. 5. TERMS OF USE a. As a condition of Use of the Service, Customer may not Use the Service for any purpose that is unlawful or prohibited by these Terms of Use. We reserve the right to suspend or terminate this Subscription if the Service is used for an unauthorized purpose. b. As a StarDot Technologies, Inc. account holder you may submit an image url to create a time-lapse movie ("User StarDot") and textual content ("User Comments"). User images, camera metadata, Time-Vision Subscriptions and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, StarDot Technologies, Inc. does not guarantee any confidentiality with respect to any User Submissions. c. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize StarDot Technologies, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. d. For clarity, you retain all of your ownership rights in your User Submissions. For User Submissions marked as "Display on StarDot Technologies, Inc.", you hereby grant StarDot Technologies, Inc. worldwide, non-exclusive, royalty-free rights to perform the User Submissions in connection with the StarDot Technologies, Inc. Website and StarDot Technologies, Inc.'s (and its successors') business. In all performances of User Submission, you will receive attribution in the form of your supplied user name and website url. You also hereby grant each user of the StarDot Technologies, Inc. Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User View Software terminate within a commercially reasonable time after you remove or delete your User Viewer Software from the StarDot Technologies, Inc. Service. You understand and agree, however, that StarDot Technologies, Inc. may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable. e. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant StarDot Technologies, Inc. all of the license rights granted herein. f. You further agree that you will not, in connection with User Submissions, submit material that is contrary to the StarDot Technologies, Inc’s list of Prohibited Content (see below) which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations. g. StarDot Technologies, Inc. does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and StarDot Technologies, Inc. expressly disclaims any and all liability in connection with User Submissions. StarDot Technologies, Inc. does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and StarDot Technologies, Inc. will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. StarDot Technologies, Inc. reserves the right to remove Content and User Submissions without prior notice. 6. Digital Millennium Copyright Act A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to StarDot Technologies, Inc: • Your physical or electronic signature; • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, StarDot Technologies, Inc’s may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at StarDot Technologies, Inc’s sole discretion. 7. GENERAL PROVISIONS a. This Agreement and any disputes arising hereunder shall be governed by the laws of California, U.S.A. without regard to conflicts of laws principles. Customer hereby expressly consents to the jurisdiction and venue in Buena Park, California over any disputes arising from or related in any manner to this Agreement. The parties hereby expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to the Agreement. b. If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Service will remain in effect until fulfilled. c. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.
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Time-lapse technology Licensed to StarDot Technologies Copyright TimeScience LLC © 2013
