The following words used in these Terms shall have the following meanings:
"Personal Information" shall mean all data and/or information provided by and about Client.
"Starwood Media website" shall mean all websites on which Starwood Mediaprovides services.
"Client" shall mean all registered Clients of Starwood Media.
"Services" shall mean all proprietary software and equipment that is used for tracking, monitoring and reporting of Client’s website usage by Customers, and the data provided to Client by Starwood Media.
"Registration Information" shall mean the Personal Information you are required to give to Starwood Media in the registration process, in order to access our services.
"Account" shall mean the Starwood Media website page(s) where the Personal Information Client has provided is displayed in compliance with Client’s consent and agreement. It further refers to the billing for the services provided by Starwood Media. Accounts linked to a single website will have their Page Views aggregated prior to determining the charge the following month.
"Customer Data" means the data that is collected concerning the characteristics and activities of visitors to Client’s website, through use of Starwood Media’s proprietary software. Said Customer Data is then forwarded to the Starwood Media servers and analyzed, then reported to Client.
"Documentation" means any proprietary documentation made available to Client by Starwood Media.
"Page View" is the unit by which we measure the usage of the Starwood Media service. A Page View is used when the Client Tracking Code is executed on a web page accessed by a visitor and then processed by Starwood Media. A Page View will be charged against Client’s account for each trigger of the Client Tracking Code on the Client’s web page.
"Processing Software" means the proprietary tracking, monitoring and reporting software provided by Starwood Media and any all upgrades to it.
"Report" means the resulting analysis created by Starwood Media for an individual Profile, based upon the Customer Data obtained from Client’s website.
"Servers" refers to Starwood Media’s servers upon which the Processing Software and Customer Data are stored.
"Website" means multiple web pages linked to an Account that utilizes the same Client Tracking Code. Each Client website is made up of a default Profile that tracks all pages on the Client website. Additional Profiles can be established for each Client website in order to evaluate subparts of the website with greater detail.
A. By visiting or logging on to the Starwood Media website, you fully accept these Terms.
B. Starwood Media may operate, either now or in the future, sub-domains and aliases of these domains, in order to provide additional new and exciting services. All websites on which Starwood Media provides products and/or services are hereinafter referred to as the “Starwood Media website.
”C. These Terms shall govern the contract relationship between you and Starwood Media, irrespective of which Starwood Media website you are registered with or logged into, either now formed or created in the future.
III. SERVICES PROVIDED
A. The Starwood Media website provides superior tracking, monitoring and reporting services for Clients that wish to track visitors to their website(s) and monitor how visitors use their websites.
B. Starwood Media may, from time to time, offer other services. Registration and requisite fees are required for our services.
C. Details about the full range and extent of services, options and pricing can be obtained on the Starwood Media website located at starwoodmedia.com.
D. Any use of the services, information and content offered on the Starwood Media website beyond the scope of options provided by Starwood Media requires prior written consent.
G. Client acknowledges and agrees that it is virtually impossible to achieve continuous, uninterrupted availability of the Starwood Media, or any other, website. Starwood Media shall nonetheless endeavor to keep Starwood Media website available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond Starwood Media' control (e.g. disruptions in communication networks, power failures, equipment failure, etc.), may result in brief disruption or temporary interruption of the services provided on the Starwood Media website.
IV. REGISTRATION, REPRESENTATIONS AND WARRANTIES UPON REGISTRATION
A. Clients must register and pay the requisite fees prior to using any of the services that Starwood Media provides.
B. Client warrants and represents that all of the data provided by Client for registration is accurate and complete. The Client shall report any changes in the registration data to Starwood Media immediately upon such changes.
C. Client shall not use pseudonyms or fictitious names in their registration or profile, except as may be specifically allowed by these Terms.
D. Client shall choose a password upon registration. Client is solely responsible for keeping this password secret and shall not give it out to anyone who may then use it to access Client’s account, profile or the Starwood Media website. Starwood Media shall not disclose the password to any third party and Starwood Media shall not ask for the Client's password at any time.
E. By completing the registration process and paying the requisite fees, Client agrees with all Terms herein. Starwood Media accepts Client’s registration by activating Client’s account for use of services on the Starwood Media website.
F. Aside from the registration process, payment information and updates to Client’s account information, Starwood Media will never ask for personal information from a Client.
V. BILLING TERMS CLAUSE
A. Starwood Media provides a tracking, monitoring and reporting service that involves recurring fees. Starwood Media will automatically charge Client’s provided credit card each and every month until Client requests termination of Starwood Media’s services in writing.
B. Starwood Media will automatically charge Client’s provided credit card the same date each and every month, on the day of the month when Client first registered. For example: If Client signs up on January 24th, their provided credit card will be charged on the 24th of each succeeding month. If Client registers on a day that doesn’t exist in every month (for example, the 31st) they will be billed the next day, and that day (the 1st) will become the day of the month they are subsequently billed. For example, if they sign up on January 31st, there are only 28 (or 29) days in February, so their provided credit card will be debited on March 1st for February. They will then be billed on the 1st of every month going forward.
C. All monthly fees are paid in advance. (For example: If you start service on April 15th your credit card will be debited on or about April 15th, covering fees for April 15th to May 14th. On May 15th, your credit card will be debited for fees for May 15th to June 14th).
D. Due to the resource intensive nature of the Starwood Media analytics service, we are unable to offer refunds for any period after the user's 30 day risk-free trial, including pro-rated refunds. If, for any reason, the Client is unhappy with services provided, they may request a cancellation of their account. Starwood Media will cancel the customer's account upon request only after it has validated the person requesting the cancellation is the primary account holder, and the customer has fully and completely removed the tracking code from their website(s).
E. Starwood Media’s fee for our Standard tracking service is $49.95 per month. This fee includes processing up to One (1) million web requests per month. An extra fee of $24.95 per month, for our Optional Service, adds up to One (1) million additional processed web requests. (For example: If Client’s website does 1.5 million impressions, they would be charged $49.95 plus $24.95.)
VI. OBLIGATIONS OF CLIENT
A. Client agrees to adhere to the following requirements:
To provide only true and non-misleading information in the Client registration and in communications with Starwood Media;
To comply with all laws, ordinances, statutes and applicable legislation and to respect all third-party rights. In particular, Client shall not:
Use any insulting or defamatory words, symbols, photographs or other similar content, regardless of whether said content is directed at another Client or Starwood Media personnel or other companies or individuals;
Use or post, without authorization, any content protected by law (e.g. copyright, trademark, patent, utility patent, design patent or other intellectual property (IP) laws), or advertise, promote, offer or distribute any goods or services protected by law;
You may not distribute content that:
violates any right of the Starwood Media website or any third party;
violates or encourages the violation of any municipal, state, provincial, federal or international law, rule, regulation or ordinance;
interferes with any Client’s uninterrupted use of Starwood Media;
uploads or transmits viruses or other harmful, disruptive or destructive files, material or code;
disrupts, interferes with, or otherwise harms or violates the security of Starwood Media or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Starwood Media website;
WARNING: ANY VIOLATION OF THESE TERMS THAT INVOLVES CRIMINAL CONDUCT OF ANY KIND WILL BE REFERRED TO LAW ENFORCEMENT AUTHORITIES UPON NOTICE RECEIVED BY Starwood Media.
Client is further prohibited from the following activities:
Employing any mechanisms, software or scripts when using the Starwood Media website. However, the Client may use the interfaces or software provided by Starwood Media within the scope of the services available on the Starwood Media website;
Blocking, overwriting, modifying and copying of any contents of the Starwood Media website, unless said actions are necessary for the proper use of the services on the Starwood Media website. For example, the use of the "Robot/Crawler" search engine technology is not required for proper use of the services, and is therefore prohibited;
Distributing or publicly disclosing the contents of the website of Starwood Media or any other Client, without written permission from such party; or
Performing any actions which may impair the operability of Starwood Media's infrastructure, particularly actions which may overload said infrastructure, servers, bandwidth or other equipment or software
VII. CHANGES TO THE SERVICES
Starwood Media, in its sole discretion and without prior notice, reserves the right to modify the services offered on the Starwood Media website and/or to offer services different from those offered at the time of the Client's registration.
VIII. RIGHT TO CANCEL
A. Client may terminate an account at any time. Client shall deliver notice of termination using the Customer Service email address at Support@starwoodmedia.com. The termination notice shall include the Client’s registered name, email address, password, last four of their billing credit card number, and any other information requested by support, that was used at the time of registration or thereafter updated.
B. In the event of a valid cancellation, Starwood Media will remove all account information and Client profile from the Starwood Media website and the Client will be unable to access any services thereafter.
C. Once a Client account is cancelled, they must re-register in order to use the services of the Starwood Media website.
D. Starwood Media may, without cause and in its sole discretion, terminate the registration of Client for any reason it deems necessary.
IX. GENERAL DISCLAIMERS AND LIMITATIONS OF LIABILITY
A. While Starwood Media uses reasonable efforts to include accurate and up-to-date information, Starwood Media specifically disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability or operability or availability of information or material displayed on any and all Starwood Media websites. Starwood Media disclaims any responsibility or liability for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. Starwood Media disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material from the Starwood Media website.
B. Starwood Media’S WEBSITE AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE Starwood Media WEBSITE, ARE PROVIDED "AS IS," WITH NO WARRANTIES EXPRESSED OR IMPLIED. Starwood Media EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Starwood Media DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Starwood Media WEBSITE. Starwood Media DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE Starwood Media WEBSITE. Starwood Media DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON, THE Starwood Media WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE Starwood Media WEBSITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS OR ANY CLIENT CONTRIBUTIONS PROVIDED ON THE Starwood Media WEBSITE.
C. CLIENT UNDERSTANDS AND AGREES THAT DOWNLOADING OR OTHERWISE OBTAINING MATERIAL OR DATA THROUGH THE USE OF THE Starwood Media WEBSITE IS AT CLIENT’S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
E. Starwood Media IS NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY CLIENTS OR THIRD PARTIES, ACTIONS OF ANY THIRD PARTY OR FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, CLIENT’S COMPUTER EQUIPMENT OR OTHER PROPERTY.
F. UNDER NO CIRCUMSTANCES SHALL Starwood Media BE LIABLE TO ANY CLIENT ON ACCOUNT OF THAT CLIENT'S USE OR MISUSE OF, OR RELIANCE ON, THE Starwood Media WEBSITE, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF Starwood Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, AND RELIANCE ON, THE Starwood Media WEBSITE, FROM INABILITY TO USE THE Starwood Media WEBSITE OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE Starwood Media WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON, THE Starwood Media WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE Starwood Media WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE Starwood Media WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE Starwood Media WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE Starwood Media WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE Starwood Media WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
G. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PLEASE CHECK WITH YOUR JURISDICTION.
H. Starwood Media does not make any warranties or representations regarding any data, content and/or information provided or made available by the Starwood Media website or on any external websites linked to it. In particular, Starwood Media does not warrant or represent that said data, content and/or information is accurate, or that it fulfills or serves any particular purpose.
I. Client may report any activities of any other Client which violate applicable laws and/or any of the Terms stated herein (including the use of pseudonyms or fictitious names) by sending an email to the Customer Service email address at Support@starwoodmedia.com.
J. Without limiting the foregoing, under no circumstances shall Starwood Media be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Client agrees to indemnify, defend and hold harmless Starwood Media, its website and each of its respective advertisers, partners, suppliers, licensors, officers, directors, shareholders, employees, representatives, contractors, agents and sub-licensees, from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys' fees and court costs) arising from or relating to any allegation regarding:
Client’s use of the Starwood Media website or services or reliance upon any data used in reports to Client regarding Customers’ use of Client’s website;
Starwood Media's use of Client information, as long as such use is not inconsistent with these Terms;
information, content or material provided through Client’s IP address, even if not posted by Client; orany violation of these Terms by Client.
XI. DATA PROTECTION
A. Starwood Media recognizes that any data provided by Client to Starwood Media is extremely important and Starwood Media shall therefore be particularly sensitive in handling such data.
B. Clients are advised that there are inherent security risks in transmitting data, such as emails, credit card or personal information via the Internet because it is impossible to safeguard completely against unauthorized access by third parties. Nevertheless, Starwood Media shall do what is reasonable to safeguard your data, subject to this cautionary limitation.
C. In particular, personal information will be transmitted via the Internet only if it does not infringe upon third-party rights, unless the respective party has given prior consent in view of such security risks. Further, when sensitive personal information is transmitted, Starwood Media will encrypt it using Secure Socket Layer technology (SSL).
E. Starwood Media opposes the use of available contact information by a third-party for sending unsolicited advertisements (SPAM).
F. Starwood Media reserves the express right to take legal action against unsolicited mailing or emailing of SPAM and other similar unsolicited advertising materials. Starwood Media will report all violators to their respective Internet Service Providers (ISP) as well as the appropriate legal authority.
XII. DATA PROTECTION
A. Starwood Media grants a right of use over all content to the Starwood Media website to registered Clients. Duplication or the use of such content by Clients or third-parties in other electronic or printed media is prohibited without Starwood Media’s express consent.
B. All information, content, services and software displayed on, transmitted through or used in connection with the Starwood Media website, is owned by Starwood Media.
C. Client may use the Content online only and solely for personal, non-commercial use, and may download or print a single copy of any portion of the Content solely for personal, non-commercial use, provided Client does not remove any trademark, copyright or other notice from such Content.
D. Client may not post, distribute or republish in any way, any portion of the Content to any Internet, Intranet or Extranet website or incorporate the Content in any database, compilation, archive or cache, except as expressly allowed in these Terms.
E. Client may not distribute any Content to others, whether or not for payment or other consideration and may not archive, modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content except as expressly allowed in these Terms.
F. Client may not copy Content without permission from Starwood Media. Client agrees not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Starwood Media website. Client may not insert any code or product or manipulate the content of the Starwood Media website in any way that affects the Client's experience, and further, may not use any data mining, data gathering or extraction method on the Starwood Media website.
G. Requests to use Starwood Media content for any purpose other than as permitted in these Terms shall be directed to the Customer Service email address at Support@starwoodmedia.com.H. Client grants a non-exclusive license to Starwood Media to use Client’s name in all marketing and advertising campaigns of Starwood Media, as well as on its website. Starwood Media may, but is not required, to contact Client when using Client’s name in the manner described in this paragraph.
XIII. ERRORS IN ADVERTISEMENTS
On occasion, a product or service offered by advertisers on the Starwood Media website may not be available at the time or at the price as it appears in an advertisement. In such an event, or in the event a product or service is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of availability or error in pricing or product or service information received from our advertisers or suppliers, you agree Starwood Media is not responsible for such errors or discrepancies and that Client’s only course of action is to contact the appropriate advertiser.
XIV. ADDITIONAL TERMS
A. These Terms and any modifications thereto must be in writing to be valid. No secondary agreements exist.
B. Starwood Media reserves the right to modify these Terms at any time, without providing reasons and without notice to Client. Client is urged to check these Terms frequently in order to determine if they have been modified in any way. If these Terms have been modified and Client continues to Use the Starwood Media website, the modified Terms shall be deemed to be accepted by Client.
C. Unless otherwise stated in these Terms, Client may submit all notices to Starwood Media using the following Customer Service email address at Support@starwoodmedia.com.
D. Starwood Media may send notices to the Client by email to the address(es) given in the Client’s registration or updated contact data in Client’s account.
E. If any provision of these Terms is, for any reason, invalid and/or unenforceable, as determined in an appropriate Court of proper jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision and shall be interpreted most favorably, when possible, to the benefit of Starwood Media.
F. The place of performance and jurisdiction under these Terms shall be main place of business of Starwood Media, which is the state of Missouri.
G. These Terms and the contractual relationship shall be governed by the laws of the State of Missouri.
XV. DATA ARCHIVING & DELETION OF DATA
A. Client understands and agrees that Starwood Media, without notice, and in order to protect its tracking service and provide accurate data to Client, may delete all data, either current or archived, from the Starwood Media servers.
B. Notwithstanding paragraph A, above, Client agrees that Starwood Media may delete all tracking, monitoring and reported data that has been stored for two (2) years or more. Starwood Media shall not be liable to Client for any deleted data.
XVI. REMOVING CLIENT TRACKING CODE
A. If Client’s account is terminated, either voluntarily or involuntarily, Client agrees to immediately remove Starwood Media’s client tracking code from their website. For purposes of this paragraph, ‘immediately’ shall mean within twenty-four (24) hours of cancellation by Client or termination by Starwood Media.
B. Starwood Media shall cease debiting Client’s credit card for monthly fees upon verification that Vanguard’s client tracking code has been removed from Client’s website. Client may send a verification e-mail to Customer Service at Support@starwoodmedia.com.
XVII. DISCONTINUATION OF SERVICE
A. Starwood Media may modify, suspend, discontinue or restrict the use of any portion of the Starwood Media website, including the availability of any services, at any time, without notice or liability.
B. Starwood Media may deny access to any Client at any time for any reason. In addition, Starwood Media may, at any time, transfer rights and obligations under these Terms to any current or future Starwood Media subsidiary or business unit, or any companies or divisions, or any entity that acquires Starwood Media or any of its assets.
XVIII. CUSTOMER SERVICE/SUPPORT
All queries by Client regarding these Terms or Starwood Media’s services can be emailed to Starwood Media at Support@starwoodmedia.com.
XIX. STATUTE OF LIMITATIONS
Client agrees to file any claim regarding any aspect of this website or these Terms within six (6) months of the time in which the events giving rise to such claim began, or Client agrees to waive such claim. Client also agrees no claim subject to these Terms may be brought as a class action.
XX. SECTION TITLES
The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.
XXI. EFFECTIVE DATE