1. GENERAL
The Website hosted at https://starkflow.co (“Starkflow”), it’s software as a service platform to hire Software Developers and manage software development projects and any other material contained on the Website (“Materials”) provided by Website is owned and operated by Starkflow LLC (“Company”), an LLC, incorporated in 2018 in New York.
For the purpose of these Terms of Use (“Terms”), wherever the context so requires
- The term ‘You’ and ‘User’ shall mean any legal person, entity, project owners, project managers, service providers, freelancers accessing or using the services provided on this Website, who is competent to enter into binding contracts, as per the provisions of the USA Contract Act, 1872;
- The terms ‘We’, ‘Us’ and ‘Our’ shall mean the Website and/or the Company, as the context so requires.
- The terms ‘Party’ and ‘Parties’ shall respectively be used to refer to the User and the Company individually and collectively, as the context so requires.
The use of the Website by the Users is governed by these Terms as well as the Privacy Policy (“Policy”), available on Website. Visiting the home page of the Website and/or using any of the services provided or publishing any of the service required on the Website shall be deemed to signify the Users unequivocal acceptance of these Terms and the aforementioned Policy and the User expressly agrees to be bound by the same. The User expressly agrees and acknowledges that the Terms and Policy are co-terminus and that expiry/termination of either one will lead to the termination of the other, save as provided in Section 4 hereunder.
The User unequivocally agrees that these Terms and the aforementioned Policy constitute a legally binding agreement between the User and the Company, and that the User shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any service that is provided by the Website, and that the same shall be deemed to be incorporated into these Terms, and shall be treated as part and parcel of the same. The User acknowledges and agrees that no signature or express act is required to make these Terms and the Policy binding on the User, and that the User’s act of visiting any part of the Website constitutes the User’s full and final acceptance of these Terms and the aforementioned Policy.
Starkflow may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time via starkflow.co. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services.
2. ELIGIBILTY
The User represents and warrants that User is competent and eligible to enter into legally binding agreements and that User has the requisite authority to bind himself/herself to these Terms, as determined solely by the provisions of the USA Contract Act, 1872. The User may not use this Website if User is not competent to contract under the USA Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule or regulation currently in force.
3. ADDITIONAL TERMS
The Service is designed to connect clients (“Clients”) with third party software developers (“Developers”) and manage software development projects and deliverables for Customers and may be subject to additional terms, including payment terms if you are a Client or Developer. If you are a Client you may be required to agree to our additional Client Terms, prior to purchasing the Service. If you are a Developer, you may be required to agree to our Developer Terms prior to accepting a Project. The Client Terms and Developer Terms shall hereinafter be referred to as the “Additional Terms.” If there is any conflict between this TOS and the Additional Terms, the Additional Terms shall control.
4. TERMINATION
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until:
- The User continues to access and use the Website; or
- The Transaction between the Parties, if any, concludes to the satisfaction of both Parties;
- Whichever is longer
The Company reserves the right, in its sole discretion, to unilaterally terminate the User’s access to the project, services, freelancing services offered on the Website, or any portion thereof, at any time, without notice or cause. The User shall continue to be bound by these Terms, and it is expressly agreed to by the Parties that the User shall not have the right to terminate these Terms till the expiry of the same as described above.
5. USER OBLIGATIONS
The User agrees and acknowledges that he/she is a restricted User of this Website, and that he/she:
- Post the project which is of a professional nature and accurately describe the Services requested
- is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Project Owner.
- agree to respond back promptly to queries, communications with and requests for information from the Member
- is bound not to cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from transfer, or sell any content, information or software obtained from the Website. Any such use / limited use of the Website will only be allowed with the prior express written permission of the Company. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information contained on the Website is expressly prohibited.
- agrees not to access (or attempt to access) the Website and/or the materials or services by any means other than through the interface provided by the Website. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Website, materials or any content, or to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website will lead to suspension or termination of the User’s access to the Website. The User acknowledges and agrees that by accessing or using the Website or any of the services provided therein, he/she may be exposed to content that he/she may consider offensive, indecent or otherwise objectionable. The Company disclaims any and all liabilities arising in relation to such offensive content on the Website. The User expressly agrees and acknowledges that the projects / services displayed on the Website are not owned by the Company/Website, and that the same are the exclusive property of certain third parties who have chosen to market their products through the Company’s Website, and that the Company/Website is in no way responsible for the content of the same. The User may however report any such offensive or objectionable content, which the Company may then remove from the Website, at its sole discretion.
- In places where Website permits the User to post or upload data/information, the User undertakes to ensure that such material is not offensive or objectionable, and is in accordance with applicable laws. The User expressly agrees that any such material that is deemed to be objectionable/offensive may be removed from the Website immediately and without notice, and further that the User’s access to the Website may also be permanently revoked, at the sole discretion of the Company.
- Further undertakes not to:
- Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any other person or entity
- Engage in any activity that interferes with or disrupts access to the Website or the services provided therein (or the servers and networks which are connected to the Website)
- Impersonate any person or entity, or falsely state or otherwise misrepresent his/her affiliation with a person or entity
- Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever under any law, rule or regulation currently in force; or unlawfully threatening or unlawfully harassing
- use the Starkflow for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement
- Post any image/file/data that infringes the copyright, patent or trademark of another person or legal entity
- Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website
- Download any file posted/uploaded by another User of the Website that the User is aware, or should reasonably be aware, cannot be legally distributed in such a manner
- Probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. The User may not reverse look-up, trace or seek to trace any information relating to any other User of, or visitor to, the Website, or any other customer of the Website, including any User account maintained on the Website not operated/managed by the User, or exploit the Website or information made available or offered by or through the Website, in any manner
- Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked websites
- Collect or store data about other User of the Website
- Use the Website or any material or content therein for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Website or any other third party(ies)
- Violate any code of conduct or guideline which may be applicable for or to any particular product or service offered on the Website
- Violate any applicable laws, rules or regulations currently in force within or outside the USA
- Violate any portion of these Terms or the Policy, including but not limited to any applicable additional terms of the Website contained herein or elsewhere, whether made by amendment, modification, or otherwise
- Threaten the unity, integrity, defence, security or sovereignty of the USA, friendly relations with foreign states, or public order, or cause incitement to the commission of any cognizable offence, or prevent the investigation of any offence, or insult any other nation
- Publish, post, or disseminate information that is false, inaccurate or misleading
- Directly or indirectly offer, attempt to offer, trade, or attempt to trade, any item the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force Commit any act that causes the Company to lose (in whole or in part) the services of its internet service provider ("ISP") or in any manner disrupts the services of any other service provider of the Company/Website
- Engage in advertising to, or solicitation of, other User of the Website to buy or sell any services not currently displayed on the Website. The User may not transmit any chain letters or unsolicited commercial or junk email/messages to other User via the Website. It shall be a violation of these Terms to use any information obtained from the Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another User of the Website without the express prior written consent of the Company.
The User hereby expressly authorises the Company/Website to disclose any and all information relating to the User, project, risk involved, time schedule, tools in the possession of the Company/Website to law enforcement or other government officials, as the Company may in its sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those involve personal injury and theft / infringement of intellectual property. The User further understands that the Company/Website might be directed to disclose any information (including the identity of persons providing information or materials on the Website) as necessary to satisfy any judicial order, law, regulation or valid governmental request.The User expressly agrees and acknowledges that the Company/Website has no obligation to monitor the material including project posted on the Website, but that it has the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms. Notwithstanding this right, the User remains solely responsible for the content of the materials including project posted on the Website by him/her. In no event shall the Company/Website assume or be deemed to have any responsibility or liability for any content including project, costs, risks, schedule posted, or for any claims, damages or losses resulting from use of any such content and/or the appearance of any content on the Website. The User hereby represents and warrants that he/she has all necessary rights in and to all content provided as well as all information contained therein, and that such content does not infringe any proprietary or other rights of any third party (ies), nor does it contain any libellous, or otherwise unlawful or offensive material, and the User hereby accepts full responsibility for any consequences that may arise due to the publishing of any such material on the Website
6. COOKIE POLICY
The User is aware that a ‘Cookie’ is a small piece of information stored by a web server on a web browser so it can later be traced back from that particular browser, and that cookies are useful for enabling the browser to remember information specific to a given user, including but not limited to a User’s login identification, password, etc. The User is aware that the Website places both permanent and temporary cookies in the User’s computer's hard drive and web browser, and does hereby expressly consent to the same.
The User is further aware that the Website uses data collection devices such as cookies on certain pages of the Website to help analyse web page flow, measure promotional effectiveness, and promote trust and safety, and that certain features of the Website are only available through the use of such cookies. While the User is free to decline the Website’s cookies if the User’s browser permits, the User may consequently be unable to use certain features on the Website
7. SUSPENSION OF USER ACCESS AND ACTIVITY
Notwithstanding other legal remedies that may be available to it, the Company may in its sole discretion limit the User’s access and or activity by immediately removing the User’s access credentials either temporarily or indefinitely, or suspend / terminate the Users membership, and/or refuse to provide User with access to the Website, without being required to provide the User with notice or cause: If the User is in breach any of these Terms or the Policy
- If the User has provided wrong, inaccurate, incomplete or incorrect information
- If the User’s actions may cause any harm, damage or loss to the other User or to the Website/Company, at the sole discretion of the Company
- If User’s action of copying or duplicating in any manner any of the Members or other information available from the Website
- If User’s action of copying or duplicating in any manner any of the Members or other information available from the Website Suspension shall not relieve User of the service requirement to pay for time spend an expenses incurred prior to the suspension of the account including fees and expenses with taxes
8. INDEMNITY AND LIMITATIONS
The User hereby expressly agrees to defend, indemnify and hold harmless to the Website and the Company, its directors, affiliates, employees, staff and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon the User’s actions or inactions, including but not limited to any warranties, representations or undertakings, or in relation to the non-fulfilment of any of the User’s obligations under this Agreement, or arising out of the User’s infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers, or the infringement of any other rights of a third party.
In no event shall the Company/Website be liable to compensate the User or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable, and whether or not the Company/Website had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the User’s use of or access to the Website and/or the products, services or materials contained therein.
The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, and the Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the Company/Website incurring any form of liability whatsoever, these Terms and the Policy will stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy
9. INTELLECTUAL PROPERTY RIGHTS
Unless expressly agreed to in writing, nothing contained herein shall give the User/Project Owner/Member a right to use any of the Website’s trade names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports, images, and other distinctive brand features, save according to the provisions of these Terms. All logos, trademarks, brand names, service marks, domain names, including material, designs, and graphics created by and developed by the Website and other distinctive brand features of the Website are the property of the Company. Furthermore, with respect to the Website created by the Company, the Company shall be the exclusive owner of all the designs, graphics and the like, related to the Website.
The User including Project Owner or Member may not use any of the intellectual property displayed on the Website in any manner that is likely to cause confusion among existing or prospective User, Project Owner or Member of the Website, or that in any manner disparages or discredits the Company/Website, to be determined in the sole discretion of the Company.
The User, Project Owner or member is further aware that any reproduction or infringement of the intellectual property of the aforementioned owners by the Project Owner will result in legal action being initiated against the User, Project Owner or member by the respective owners of the intellectual property so reproduced / infringed upon. It is agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
10. CONFIDENTIALITY
The User undertakes to protect the secrecy of all the data of the Company beneficiary and trade or business secrets of the Company shared during the existence of business or professional relationship and shall not share the same with any unauthorized person for any reason whatsoever with or without any consideration.
The User agrees that at all times during or subsequent to the collaboration, the User will keep confidential and not divulge, communicate, cause to be disclosed, publish, disseminate or otherwise make available or use Confidential Information, except for the Service Provider's own use during the Term of this Agreement, for the purpose of enabling productive interaction between the Parties.
Confidential Information includes, but is not limited to, any and all information concerning User, Project Owner, Service Provider, Freelancer, agents, agencies, partner or third party details, payment details, Project details, business contacts, discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, approaches to designs, alternate ideas, time, effort estimates, costs and resources to build them, final solution and/or service deliverables, the means or cost of implementing, production, the component-usage, block diagrams, improvement-recommendations, part-lists, simulation results, testing methods, iterations made in order to achieve the final product, assembly information, schematic files, assembly files, that was used, lines of code, ways of testing, scaling, hosting, software libraries used, effort and cost involved, technical and business process management tools used, design specifications defined in the requirement, materials used, procurement information, ways of assembly, functionality, testing, composition of the individual pieces used, methods of production, scale of production, cost, effort duration details, improvement recommendations, related service partner’s details; and all derivatives, improvements and enhancements to any of the above. Client Information also includes like third-party information, which is in Client’s possession under an obligation of confidential treatment.
The User further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Confidential Information from the Company, without prior written approval of the Client.
Confidential Information includes not only information disclosed by the Company, but also information developed or learned by User during their business relationship. Confidential Information is to be broadly defined and includes all information, which has or could have commercial value or other utility in the business that the Company is engaged in or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of the Company, whether or not such information is identified or marked by the Company
11. DISCLAIMER OF WARRANTIES AND LIABILITIES
Except as otherwise expressly stated on the Website, all products/services offered on the Website are offered on an "as is" basis without any warranty whatsoever, either express or implied.
The Company/Website makes no representations, express or implied, including without limitation implied warranties of merchantability and fitness of a product for a particular purpose.
The Project Owner agrees and undertakes that he/she is accessing the Website and transacting at his/her sole risk and are that he/she is using his/her best and prudent judgment before posting, purchasing or hiring any product/service listed or member registered on the Website, or accessing/using any information displayed thereon.
The Website and the Company accepts no liability for any errors or omissions, whether on behalf of itself or third parties, or for any damage caused to the User, the User’s belongings, or any third party, resulting from the use or misuse of any service published, purchased or service availed by the User from the Website.
The Company/Website does not guarantee that the functions and services contained in the Website will be uninterrupted or error-free, or that the Website or its server will be free of viruses or other harmful components, and the User, Project Owner or Member hereby expressly accepts any and all associated risks involved with the use of the Website.
It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
12. ASSIGNMENT
Neither party shall assign any rights, duties or obligations under this Agreement to any other third party, without the written prior permission of the other party
13. DISPUTE RESOLUTION AND JURISDICTION
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes/claim/refund/compensation arising here from will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy
- Mediation: In case of any dispute/claim/refund/compensation between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of both Parties. In the event that the Parties are unable to reach such an amicable solution within thirty 30 days of one Party communicating the existence of a dispute to the other Party, the dispute will be resolved by arbitration, as detailed herein below
- Arbitration: In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration under Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on both the Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The seat of Arbitration shall be in the USA.
The Parties expressly agree that the Terms, Policy and any other agreements entered into between the Parties are governed by the laws, rules and regulations of the USA, and that the Courts at Surat shall have exclusive jurisdiction over any disputes arising between the Parties
14. MISCELLANEOUS PROVISIONS
- Entire Agreement: These Terms, read with the Policy and Additional Terms form the complete and final contract between the User and the Company with respect to the subject matter hereof and supersedes all other communications, representations and agreements (whether oral, written or otherwise) relating thereto
- Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms
- Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein