An Online Calendar that Integrates with Your Website.

Let visitors request events that you approve.


Service Agreement
  

     

Web-Scheduler is a product of Starkey Solutions LLC, hereafter Starkey Solutions.



The terms and conditions set forth herein constitute the full and complete agreement between you and Starkey Solutions.  Your agreement to be bound by these terms is acknowledged by your use of the Starkey Solutions services made available to you. The terms contained herein supersede and replace any other agreement or negotiation between you and Starkey Solutions, whether oral, written or otherwise including any statements made by any representative of Starkey Solutions at any time. 



1. SOFTWARE HOSTING SERVICES - For the term of the agreement as set forth herein Starkey Solutions agrees to provide software hosting services according to the plan selected by you upon activation of your account. Starkey Solutions reserves the right to change, amend and/or otherwise alter the services provided with equivalent or otherwise equal services without prior notice to you.  Starkey Solutions agrees not to append, add, include, or display any Starkey Solutions or third party advertisements on web pages subscribed to by our clients except for a small "Calendar" link under the software. Starkey Solutions agrees to support an unlimited number of events, users and groups for your use in accordance with the guidelines herein and our privacy policy.  Starkey Solutions agrees to perform backups of client data for protection against loss at regular intervals.



2. ACCEPTABLE USE - Starkey Solutions strictly enforces compliance with its acceptable use terms under this paragraph (2) two. You agree to maintain your calendar and data in full compliance with the terms set forth below. Failure to so comply is cause for immediate suspension and termination under paragraph (7) seven herein. 

2.1 You agree that you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government. 

2.2 You agree not to cause any harm to minors of any kind or to perform any activity that is likely to cause such harm. 

2.3 You agree not to take any action that encourages or consists of any threat of harm of any kind to any person or property

2.4 You agree to not publish, post, distribute, disseminate, advertise or link to any: 

2.4.1 content, site, topic, name, material or information which is illegal, inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent, or which contains nudity or adult content 

2.4.2 software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless You own, or control such rights or have received all necessary consents for Your publication, distribution, or linking of such software and other materials; 

2.4.3 software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; 

2.4.4 software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; 

2.5 You agree to not sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites from Starkey Solutions service(s) for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods or services that are considered indecent, obscene, pornographic, or are sexually explicit;  memorabilia related to Nazis, the Klu Klux Klan, or "hate" organizations; registered or unregistered securities; goods or services that You cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods, services or activities that if sold via any Starkey Solutions service(s) or Your Web site would cause Starkey Solutions to violate any law, statute or regulation; or any other illegal activity; 

2.6 You agree to not harvest or otherwise collect information about third parties, including e-mail addresses, using Starkey Solutions service(s) or systems without the express consent of such third parties ;

2.7 You agree not to include third party banner advertisements on Starkey Solutions domain websites to include pop-up advertisements.

2.8 You agree to not engage in telemarketing or any activity known or considered to be “spamming” or “Mail Bombing” using information collected from or by Starkey Solutions. Personal information collected using the Starkey Solutions services are not to be sold, given, or in any way shared with third parties. 

2.9 You agree not to make or attempt any unauthorized access to any Starkey Solutions website or the website of any other Starkey Solutions customer. 

2.10 You agree not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software. 

2.11 You agree not to undertake any action which is harmful or potentially harmful to the Starkey Solutions server structure. 



3. LICENSE - Starkey Solutions pursuant to the terms and conditions set forth herein hereby grants you a non-exclusive, limited, non-transferable license to use the Starkey Solutions product for the term of the agreement as set forth herein. 



4. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY 

4.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of Starkey Solutions including but not limited to the Starkey Solutions event management, customer service, administration and maintenance tools. You acknowledge that all right and title to any such Starkey Solutions intellectual property shall remain the sole property of Starkey Solutions and that you have no right, title or interest therein. You further agree not to provide access to the Starkey Solutions services to any third party. 

4.2 You agree yourself and not to assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the Starkey Solutions Services. 

4.3 You agree any and all right or title to any engineering, coding, programming or customer service work around or other modification of the Starkey Solutions service shall also remain the sole property or Starkey Solutions. 

4.4 During the term of this agreement you may have access to certain information and materials relating to the Starkey Solutions business, customers, software technology and marketing which Starkey Solutions treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this agreement and otherwise as set forth herein: hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of Starkey Solutions; and not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret. 



5. TERM - The initial term of this agreement shall be one (1) month of a free trial period.  Subsequent terms shall be (1) year with renewal for subsequent additional year(s) after the expiration of the initial term. Starkey Solutions reserves the right to accept pre-payment of renewal periods and may from time to time offer financial incentives for such pre-payment. The term of the agreement, however, shall remain one (1) year.



6. FEES & PAYMENT OF FEES 

6.1 You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your Starkey Solutions account by you or anyone else using your organization’s account.

6.2 YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE SERVICE(S) ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE.

6.3 Fees – Starkey Solutions charges the following fees where applicable. All such fees are subject to change with 30 days notice. 

6.3.1 License Fee - Allows access to and use of the Starkey Solution product(s) you have ordered.  This fee is non-refundable.

6.3.2 Service Fee - Covers the terms of this agreement.  Starkey Solutions reserves the right to offer subsequent promotional rates that may or may not be more favorable than the terms under which you entered this agreement. Any such periodic special rates shall not effect the then existing rights and responsibilities of each party. Starkey Solutions also reserves the right to change the rate charged for any such fee under this agreement with 30 days notice or upon contract renewal. 

6.3.3 Starkey Solutions charges a periodic service fee which in some cases may be refundable as further set forth elsewhere herein. According to the services you order from Starkey Solutions, Starkey Solutions specifically reserves the right to institute additional charges upon notice to you. Starkey Solutions also reserves the right to alter, change, amend or delete charges at its sole option. Starkey Solutions further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate. 

6.3.4 Payment of Fees - Starkey Solutions accepts payment by check, money order, credit card, or PayPal transfer.  PERSONAL CHECKS ARE NOT ACCEPTED.

6.3.5.1 Payment by Check - Prior to activation of your user account you agree to submit a check payable in U.S. dollars against a bank located within the United States. Starkey Solutions is under no obligation to continue service until the proceeds of such check have been cleared by such financial institution and have been received by Starkey Solutions. Invoices will be submitted to you as a courtesy only. Payments for subsequent fees are due and payable immediately upon invoice and in no instance later than the expiration of the last day of the previous period without regard to any invoice. It is your responsibility when paying by check to make sure that your payment is received by Starkey Solutions. An administrative fee of $25.00 will be charged for the refusal, rejection or return of any such check for any reason whatsoever or any portion thereof. In addition, refusal, rejection or return of any such check for any reason whatsoever or any portion thereof is grounds for account suspension and/or termination at the sole option of Starkey Solutions under Paragraph (7) seven herein. 

6.4 It is recommended that in order to avoid any service interruption that you submit your payment to Starkey Solutions a sufficient time before the expiration of the current service period so that it reaches Starkey Solutions in advance of the renewal date. 

6.5 Refunds of Service fees will be made only for pre-payment of Service fees beyond the renewal date following the effective notice and termination of this agreement under paragraph (7) seven. All refunds shall be pro-rated based upon the number of months for which service remains unused as of that renewal date. Starkey Solutions may grant refunds under any other circumstance it deems appropriate without waiving any other rights hereunder. 

 

7. SUSPENSION AND TERMINATION 

7.1 Suspension - At the sole option of Starkey Solutions for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section (6) six (Payment of Fees) and Section (2) two (Acceptable Use Policy), Starkey Solutions may suspend your account by deactivating any access by you or by web users to any information contained on the Starkey Solutions servers related to your account while maintaining the information and data related to your account upon the Starkey Solutions servers. Suspension shall specifically include the disabling of your hosted service(s) and/or any access to information or data related to your account. In the event of any such suspension you will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days the account may be terminated under Paragraph (7) seven. Service charges will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such charges during any such period of suspension. 

7.2 Termination - This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the Starkey Solutions servers. Such information or data may not be made available to you by Starkey Solutions after any such termination. This agreement may be terminated either (a) after a period of suspension as set forth in paragraph 7 or (b) by either party upon 45 days notice in advance of a renewal period for any reason. 

7.3 In the event of termination under paragraph 7 there will be no refund provided to you. In addition, Starkey Solutions may charge you an additional termination fee not to exceed $100.00 at its sole option. The assessment of this termination fee shall not affect the rights of Starkey Solutions to recover from you losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys’ fees or other costs of any kind as may be applicable under Law. 

7.4 In the event of any termination under paragraph 7 of this subsection any service fees paid in advance beyond the next renewal date following the notice period under that section will be refunded to you. This refund shall not include any set-up fees or other fees which are non-refundable. 



8. NOTICE 

8.1 Any notice under this agreement shall be given by Starkey Solutions to you via email at the address provided by you to Starkey Solutions at the commencement of this agreement or as Starkey Solutions is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so at your client administration page. 

8.2 Any notice by you to Starkey Solutions shall be made by telephone to a customer service representative at 1-804-307-8624 during Starkey Solutions regular business hours of 9:00 a.m. to 5:00 p.m. Eastern Standard Time. Such notice may also be sent via United States Mail to the following Address: 

    Starkey Solutions LLC                  

    PO Box 2572

    Glen Allen, Va. 23058-2572



9. SURVIVAL - Sections 3 4, and 8, inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination. 



10. WARRANTEES AND LIMITATIONS 

10.1 Starkey Solutions makes every reasonable effort to maintain operation of the Starkey Solutions service, however, because as many events and circumstances are beyond the control of Starkey Solutions, Starkey Solutions does not in any way warrant or otherwise guarantee the availability of the Starkey Solutions service(s) or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Starkey Solutions. 

10.2 THE STARKEY SOLUTIONS LLC SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

10.3 You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing. 



11. THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO STARKEY SOLUTIONS LLC IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL STARKEY SOLUTIONS LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES. 



12. INDEMNITY 

12.1 You agree to fully defend and indemnify and hold harmless Starkey Solutions of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of Starkey Solutions in any way related to your use of the Starkey Solutions service or any portion thereof. 

12.2 You agree to fully defend and indemnify and hold harmless Starkey Solutions of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the Starkey Solutions service or any portion thereof. Choice of counsel remains exclusively that of Starkey Solutions 

12.3 You agree that upon the assignment of your Company ID, User ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further agree to defend and indemnify and hold harmless Starkey Solutions of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential Company ID, User ID and Password information. Choice of counsel remains exclusively that of Starkey Solutions. 



13. FORCE MAJEURE - Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. 



14. ASSIGNMENT - This agreement and the rights hereunder are not assignable or transferable except that Starkey Solutions may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of Starkey Solutions. Any other attempted transfer or assignment of rights hereunder shall be null and void. 



15. SEVERABILITY - If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 



16. CHOICE OF LAW - This Agreement shall be interpreted under the laws of the State of Virginia without regard to any conflict of laws provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be heard in the Superior Court of the State of Virginia, County of Cumberland. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by mail and hereby waive any defense of any kind related to jurisdiction or venue. 



17. NO AGENCY - Notwithstanding any other provision of this agreement, Starkey Solutions is not your agent, partner or joint endeavourer in any respect. 



18. AMENDMENT - Starkey Solutions may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the Starkey Solutions web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.
PRIVACY POLICY | SERVICE AGREEMENT
An Online Calendar that Integrates with Your Website.

Let visitors request events that you approve.

Service Agreement
