Terms of Use
Updated January 24, 2024
The terms and conditions set forth below (the “terms”) are a legal contract between you and iharmoni, inc., a delaware corporation, d/b/a Starport (“Starport”,”company”,”we”, or “us”) and govern your access to, and use of, the Starport platform located at the url: www.starportco.com (the “platform”), together with the services available through this platform (collectively, the “services”). If you do not agree with any of these terms, do not access or otherwise use this site or any services contained on this site. Your use of the service, in any manner, shall be deemed to be your agreement to abide by the terms set forth below.
Starport may make changes to the services at any time. In addition, Starport reserves the right to change these terms at any time by posting updated terms of use on the site with a change notice and may send registered users an email notice of the changes. If any modification is unacceptable to you, your only recourse is to stop using the services. If you do not cease using the services, you will be conclusively deemed to have accepted the updated terms.
Definitions
“Capital Source(s)” means financial institutions providing Financing proposals to Customer through the Service.
“Company Data” means any information or data owned or licensed by Company and made available to Customer through the Service, including without limitation, Capital Source Data.
“Customer Data” means all data, content, and information submitted by Customer to the Service.
“Capital Source Data” means any products, services, or information that is made available to Customer or offered to Customer by Capital Sources via the Service, including without limitation any offers, terms, and/or other proposals or commitments obtained by Customer through the Service from Capital Sources in connection with the Financing of the Properties and contact information for Capital Sources.
“Property(ies)” means those properties for which Customer is using the Service to seek Financing, including without limitation “Properties” identified in a PPO, if any.
“Platform Purchase Order” means the order form provided to Customer when they choose a quote offered by a Referred Source. The PPO will specify the license fee due to Company to use the Services in connection with a specific Financing.
“Financing” means a debt or equity financing for the Properties.
“Service” means Company’s platform known as “Starport” that connects Customers with Capital Sources and assists individual and business entities in finding and evaluating Financing proposals.
“Referred Source” means any Capital Source Company introduced Customer to or presented to Customer via the Service.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. For the sake of clarity: (a) Confidential Information of Customer includes Customer Data; (b) Confidential Information of Company includes the Service (including its software and content, other than Customer Data) and Company Data; and (c) Confidential Information of each Party includes the terms of these Terms. Notwithstanding anything herein to the contrary, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
Company Responsibilities
2.1. Providing the Service. Subject to the terms and conditions of these Terms and during the Term, Company will make the Service available to Customer solely to arrange, negotiate, evaluate, and obtain offers, terms, or other proposals or commitments from Capital Sources for the Financing of Properties.
2.2. Company Provides a Marketplace. Company provides a marketplace and integrated software applications that allows customers to search for and interact with Capital Sources in connection with a Financing. Company does not provide any lending to Customer in connection with any Financing. Customer is contracting directly with the Capital Source in connection with each Financing and Company is not a party to such agreement. While Company may, in its discretion, help facilitate communication and/or the resolution of disputes between Customer and Capital Sources, Company has no control over and does not guarantee (a) the terms and conditions and legality of any proposals made by Capital Sources, (b) the truth, accuracy or reliability of any Capital Source Data, (c) the ability of the Capital Source to close a Financing, or (d) that a Capital Source will complete and close a Financing at all, or upon the terms proposed to Customer. Customer is responsible for doing its own due diligence in regard to any Capital Source, Capital Source Data, and Financing.
2.3. Updates and Upgrades. The terms of these Terms will also apply to updates and upgrades of the Service subsequently provided by Company to Customer. Company may update the functionality, user interfaces and usability from time to time in its sole discretion as part of its ongoing mission to improve the Service.
2.4. Protection of Customer Data. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data.
2.5. Compliance with Laws. Company will comply with all laws applicable to Company’s provisioning of the Service to its customers generally (i.e., without regard to the specific nature of the Customer Data or Customer’s particular use of the Service).
Access to and Use of the Service
3.1. Account Creation. In order to access the Service, Customer is required to register an account on the Service (“Account”). Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under its Account. Customer will: (a) be responsible for the accuracy, appropriateness, and legality of Customer Data; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Company of any such unauthorized access or use; and (c) use the Services only in accordance with applicable laws and government regulations.
3.2. Usage Restrictions. Customer may not, and will not allow any other persons to: (a) make the Service or Company Data available to, or use the Service or Company Data for the benefit of, anyone other than Customer in connection with the Properties; (b) upload, post, transmit, or otherwise make available to the Service any content that (i) is unlawful or tortious, or (ii) Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, resell, time share, or similarly exploit the Service or Company Data; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (f) frame or utilize framing techniques to enclose any trademark, logo, or other portions of the Service (including images, text, page layout or form); (g) 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 any web pages contained in the Service; or (h) access the Service to build a competitive product or service.
3.3. Subverting the Platform. It is a material breach of these Terms to arrange for and close on a Financing with a Referred Source outside the context of the Service for the purposes of circumventing the obligation to pay the Company’s fee in connection with such Financing. A violation of this section shall entitle Company to damages equal to one percent (1%) of the loan amount of a Financing with a Referred Source and all legal fees and costs associated with the investigation and legal proceedings related to the breach of these terms.
Data
4.1. Company Data. Subject to the terms and conditions herein, Company hereby grants to Customer a limited, revocable, worldwide, non-exclusive, non-sublicensable, non-transferable right and license to use the Company Data during the Term solely to arrange, negotiate, evaluate, and obtain offers, terms, or other proposals or commitments from Capital Sources for the Financing of Properties. Company will not, nor will they allow any other persons to, allow third parties to gain access to the Company Data (other than Customer’s authorized employees). Customer acknowledges and agrees that it is fully responsible and liable for any act or omission of its authorized employees. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination thereof, you agree to immediately destroy any downloaded or printed materials.
4.2. Customer Data. Customer grants to Company and its affiliates a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display Customer Data, and provide necessary access to third party service providers acting on Company’s behalf, such as Company’s hosting services provider and potential Capital Sources: (a) to fulfill its obligations and provide the services to Customer; (b) to provide, maintain, and update the Service; (b) to prevent or address service or technical problems or at Customer’s request in connection with support matters; (c) as compelled by law; and (d) as expressly permitted in writing by Customer. Customer warrants that it has obtained and will maintain all rights, consents, and permissions necessary for Customer to make available the Customer Data to Company for its use as contemplated herein. Company has no obligations to store any Customer Data or results from Customer’s use of the Service, including Capital Source Data. Company has no responsibility or liability for the deletion of any Customer Data or Capital Source Data; the failure to store, transmit or receive transmission of Customer Data or Capital Source Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Customer agrees that Company retains the right to create reasonable limits on Customer’s use and storage of Customer Data, such as limits on file size, storage space, processing capacity, and similar limits as otherwise determined by Company in its sole discretion. Company will not be responsible for any use, disclosure, modification or deletion of such Customer Data by any Capital Source.
Fees
5.1. Fees and Payment. Customer will pay all fees specified in a Platform Purchase Order (“PPO”). Customer agrees to pay all applicable taxes levied by any tax authority on the Service or Customer’s use thereof, or on any other services provided by Company.
Proprietary Rights
6.1. By Company. Subject to the limited rights expressly granted to Customer hereunder, Company reserves and retains, and as between Company and Customer, Company exclusively owns, all rights, title, and interest in and to the Company Data and Service, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein including these Terms, all information, screens, tools, applications, functionality and look and feel appearing on the Service, including documents, services, site design, text, graphics, logos, images, and icons, as well as the arrangement thereof. Additionally, the “Starport” logo, service-name and product-name is the service mark of the Company or one of its affiliated companies (the “Service Mark”) and our exclusive right to use and display the Service Mark is protected by the United States and foreign trademark and other laws. Other trademarks, names, and logos on this Site are the property of their respective owners. By visiting our Service you agree not to display or use the Service Mark in any manner without our express prior written permission. To request permission to use the Service Mark, please contact us at hello@starportco.com.
6.2. No rights are granted by Company hereunder other than as expressly set forth herein. If Customer provides Company any feedback or suggestions regarding the Service, then Customer grants Company an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer.
6.3. By Customer. Subject to the limited licenses granted herein, Company acquires no right, title or interest under these Terms in or to any Customer Data.
6.4. Metrics. Customer acknowledges and agrees that Company may, during and after the Term, (i) compile statistical and other information related to the performance, operation, and use of the Service, and (ii) collect and use information derived from Customer Data in aggregated and anonymous form (collectively “Metrics”), to create analyses, to improve and enhance the Service, and for research and development purposes in connection with the Service or any other Company offerings. Company retains all right, title, and interest, including all intellectual property rights, in and to Metrics.
Confidentiality
7.1. Protection. The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its affiliates’ employees, contractors, and agents who need such access for purposes consistent with these Terms and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.
7.2. Compelled Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the access or disclosure.
7.3. Customer Platform Disclosures. Customer acknowledges that Company has spent a considerable amount of time, money, and resources to design, create, operate, and improve the Service and that all aspects of the Service are proprietary to Company. Customer will not at any time discuss or reveal visually any features, tools, services, pricing, text, content, or designs with and/or to any person that does not have a Starport account in good standing.
Representations, Warranties, and Disclaimers
8.1. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY MATERIALS, SUBMISSIONS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE SUBMISSIONS OF OTHER USERS OF THIS SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT, SUBMISSIONS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. STARPORT DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Indemnification
9.1. Customer Indemnification. Customer agrees to indemnify, defend and hold harmless Company and its officers, directors, shareholders, predecessors, successors-in-interest, licensors, employees, agents, subsidiaries and affiliates (“Starport Parties”), from and against any and all claims, losses, liabilities, expenses (including attorneys’ fees and costs) and damages arising out of or relating to your use of the Services, your violation of any third-party right or law, or your violation or alleged violation of these Terms. You must not settle any such claim or matter without the prior written consent of Company. The Starport Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
Limitation of Liability
10.1. COMPANY’S LIABILITY, IF ANY, SHALL BE LIMITED TO DIRECT AND FORESEEABLE DAMAGES, WHICH SHALL NOT EXCEED THE AMOUNT PROVIDED BELOW. UNDER NO CIRCUMSTANCES SHALL STARPORT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OF OR DAMAGE TO DATA, OR EMOTIONAL DISTRESS NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL STARPORT’S TOTAL LIABILITY EXCEED U.S. $1,000.00. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANY CLAIMS RELATED TO THESE TERMS OR TO THE SERVICES.
IN ADDITION, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STARPORT SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM (X) YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS, THIRD PARTY CONTENT OR SUBMISSIONS TO OR FROM THE SITE OR (Y) FROM ANY THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF YOUR PERSONAL INFORMATION.
10.2. Scope. For the avoidance of doubt, the exclusions and limitations set forth in Section 10.1 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The Parties agree that the exclusions and limitations set forth in Section 10.1 allocate the risks between the Parties under these Terms, and that they have relied on these exclusions and limitations in determining whether to enter into these Terms.
Dispute Resolution, Governing Law, Waivers and Limitations
11.1. CUSTOMER AGREES THAT ANY DISPUTE BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION DISPUTES RELATING TO THE SITE OR SERVICES (“DISPUTE”), SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES. DISPUTES WILL BE ARBITRATED AT A HEARING CONDUCTED IN DELAWARE; THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO DEVIATE FROM THE LAW, AND THE ARBITRATOR(S) SHALL MAKE ALL REASONABLE EFFORTS TO EXPEDITE THE ARBITRATION PROCEEDINGS AND TO LIMIT DISCOVERY. THIS MEANS THAT YOU WILL NOT BE ABLE TO LITIGATE ANY SUCH DISPUTE IN COURT, AND THAT YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT ANY DISPUTE WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS. IF ANY MATTER PROCEEDS IN COURT, INCLUDING POST-ARBITRATION CONFIRMATION PROCEEDINGS, YOU AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION BY, AND VENUE IN, THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE, AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE.
11.2. Customer agrees that no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms. Arbitration must be on an individual basis. You may not join or consolidate claims in arbitration or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity.
11.3. Customer agrees that any dispute or disagreement regarding the enforceability, applicability or interpretation of any provision of these Terms, including the provisions regarding dispute resolution and arbitration, is a Dispute subject to the arbitration provisions herein and shall be resolved by an arbitrator.
11.4. Customer agrees that any dispute or cause of action arising out of or related to the Site and/or the Services must be commenced within one year from the later of (1) when the dispute or cause of action accrues or, (2) through the exercise of reasonable diligence you should have known about the accrual of the cause of action. Otherwise, such cause of action is permanently barred.
Term, Termination, and Suspension
12.1. Term of the Agreement. The term of these Terms commences on the Effective Date and, unless earlier terminated in accordance with the terms of these Terms, will continue for the term specified in the PPO (the “Term”).
12.2. Termination; Suspension. Company may suspend or terminate Customer’s access to the Service at any time for any reason and terminate these Terms, in whole in part, including without limitation if: (a) Customer is using the Service in violation of these Terms or any applicable law; (b) Customer’s systems or accounts have been compromised or unlawfully accessed; (c) suspension of the Service is necessary, in Company’s reasonable discretion, to protect the security of the Service or the infrastructure of Company or its affiliates; (d) suspension is required by applicable law; or (e) any fees owed by Customer (excluding amounts disputed in reasonable and good faith) are overdue.
12.3. Termination for Cause. Either Party may terminate these Terms for cause, in whole or part, effective after 5 days’ written notice if the other Party materially breaches these Terms and such breach is not cured within such 5-day period (10 days if such breac’h is due to non-payment by Customer).
12.4. Effects of Termination. Upon any termination for cause by Customer, or any termination without cause by Company, Company shall refund to Customer any prepaid Platform License Fees covering the remainder of the term of the PPO after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Company for the period prior to the effective date of termination, including without limitation any Financing fees related to Referred Sources introduced prior to the effective date of termination. Upon any termination of these Terms and the Disclosing Party’s request, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control. Any section which by its nature should survive termination or expiration of the PPO or these Terms shall survive.
General Provisions
13.1. Force Majeure. Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.
13.2. Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Company. Notwithstanding the foregoing, Customer may assign or transfer these Terms in its entirety, without the consent of Company, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
13.3. Notices. All notices under these Terms will be in writing addressed to the Parties at the addresses set forth on the PPO and will be deemed to have been duly given: (a) upon receipt if personally delivered or sent by certified or registered mail with return receipt requested; and (b) the first business day after sending by email or by next day delivery by a recognized overnight delivery service.
13.4. Relationship of the Parties; Third Party Beneficiaries. The Parties are independent contractors, and these Terms does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to these Terms.
13.5. Waiver. No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right.
13.6. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in full force and effect.
13.7. Entire Agreement. This Agreement, including any addenda hereto and all PPO, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter herein. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by each of the Parties. To the extent of any conflict or inconsistency between the provisions in the body of these Terms and any addendum hereto or any PPO, the terms of such addendum or PPO will prevail.