Terms of Service

TERMS & CONDITIONS

These Terms & Conditions (this “Agreement”) shall apply to the Statement(s) of Work, as defined in Section 1, entered into by and between Starlight Analytics, LLC, a New Jersey limited liability company (“Company”) and You. Company and You may be referred to collectively as the “Parties” and each a “Party.” 

RECITALS

Company is in the business of providing market research and data analysis services (the “Services”). 

You desire to pay Company to perform the Services, more specifically set forth in associated statement of work(s), pursuant to the terms and conditions set forth in this Agreement. 

In consideration of the mutual promises and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: 

AGREEMENT

  1. Services. Company shall perform the Services set forth in the statement of work(s) (a “Statement of Work”), which Company has already provided You and may provide You with during the Term of this Agreement. The Parties shall set forth the scope of the Services and determine all deliverables (“Deliverables”) in each Statement of Work agreed upon by the Parties. In the event any of the terms in a Statement of Work conflict with the terms of this Agreement, the terms of this Agreement shall control. You may request changes to a Statement of Work, if Company agrees to the changes, the Parties shall execute a change order (“Change Order”), which Company shall provide, which shall include revisions to the scope of the Services and add or remove Deliverables due to You. 
  1. Compensation. You agree to pay Company the compensation pursuant to the terms set forth in each Statement of Work (the “Compensation”). You acknowledge and agree that the Compensation may change in the event the Parties agree to a Change Order. 
  1. Term and Termination. The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall remain in effect until either Party terminates the Agreement. If there are no current outstanding Statements of Work that Company of which Company is actively provided Services to complete, then either Party may terminate this Agreement upon fourteen (14) days written notice. In the event that You send written notice to Company while Company is performing Services pursuant to an outstanding Statement of Work, You will be in breach of this Agreement. You acknowledge and agree that (i) all Compensation paid to Company is non-refundable, (ii) that You shall be obligated to pay Company all costs associated with all outstanding Statements of Work, including but not limited to expenses paid on Your behalf, any outstanding invoices, and labor costs, and (iii) that Company no longer has any obligation to provide any outstanding Deliverables. You acknowledge and understand that these are not Company’s exclusive remedies, and that Company reserves the right to pursue any legal action associated with Your breach of this Agreement. 
  1. Intellectual Property. 

a. Company Deliverables. Upon completion of the Services and expressly conditioned upon full payment of all Compensation and costs due, You are, and shall be, the sole and exclusive owner of all right, title, and interest in the Deliverables, including all Intellectual Property Rights therein. “Intellectual Property Rights” means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Company agrees, and will cause its personnel to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for You. To the extent that any of the Deliverables do not constitute a "work made for hire", Company hereby irrevocably assigns to You all of Company’s right, title, and interest in and to any creative content developed by Company in its performance of the Services, developed exclusively for Your use, and incorporated into the Deliverables (the “Intellectual Property”), and Company shall deliver to You all Deliverables related to the Intellectual Property. 

b. Attribution/Promotion. You grant Company and its successors, assigns, representatives and licensees a non-exclusive, irrevocable, unrestricted, royalty-free worldwide right and license (the “License”) to display, publish, and/or otherwise use Your trade name, trademark, and/or logo, (“Your Mark”) in connection with promotional, trade, advertising, or any other similar purpose including, but not limited to, marketing purposes, use in Company’s portfolio and/or website as examples of Company’s work, and on Company’s social media account(s), or in any other manner or medium now known or hereafter devised, and to alter any materials embodying the same without restriction. Notwithstanding the foregoing, Company shall not share or in any way make public any of Your Content, as defined below, or Deliverables, unless You give Company written approval. The License shall survive the termination of this Agreement.

c. Your Content. In the event that You provide any content to Company in order to perform the Services (“Your Content”), Your Content shall remain Your sole property or Your respective suppliers, or affiliates. You grant Company a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Your Content solely in connection with Company’s performance of the Services and promotional uses of Your Mark as authorized in this Agreement.

d. Notwithstanding any of the foregoing, all rights in and to any third-party products shall remain the property of its respective owner.

e. If You terminate this Agreement with or without cause, and/or if You breach this Agreement, You agree and acknowledge that You shall have no rights nor license to any Intellectual Property whatsoever. 

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  1. Company Representations and Warranties. Company represents and warrants to You the following:

a. Company has the requisite authority to enter into this Agreement;

b. Company is duly organized, validly existing, and in good standing under the laws of the state of its formation or existence and is in compliance with all laws applicable to doing business in the state in which Company is located;

c. Company shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement;

d. You will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; and

e. To the best of Company’s knowledge none of the Services, Deliverables, and Your use thereof infringe or will infringe any Intellectual Property Right/registered or issued patent, copyright or trademark of any third party.

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  1. Your Representations and Warranties. You represent and warrant to Company the following: 

a. You have the requisite authority to enter into this Agreement.

 b. You have the right to license Your Content to Company and to Your knowledge is not in violation of any third-party’s rights to the intellectual property contained within Your Content. 

c. Your performance under this Agreement does not conflict with or result in any breach of any third-party agreements. 

d. You are duly organized, validly existing, and in good standing under the laws of the state of Your formation or existence and is in compliance with all laws applicable to doing business in the state in which You are located. 

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  1. Indemnification. 

a. You shall indemnify and hold Company harmless from and against any and all claims, demands, lawsuits, damages, liabilities, costs, expenses, or judgments (“Damages”) arising out of or related to (i) Your breach of this Agreement, (ii) Your infringement upon third party Intellectual Property Rights, and (iii) Your misuse of the Deliverables including but not limited to using Deliverables for their unintended purpose, and/or illegal use of the Deliverables. This indemnification shall include all costs, attorney’s fees, and other expenses paid or incurred by or imposed upon the Company in connection with the defense of any such claim.  

b. Company shall indemnify and hold You harmless from and against any and all Damages arising out of or related to Company’s breach of this Agreement.

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  1. Limitation of Liability. COMPANY’S LIABILITY FOR DAMAGES FOR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY; SUCH DIRECT DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW ARE WAIVED BY YOU. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR THE PAYMENT OF ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST OR ANTICIPATED PROFITS, ARISING FROM ANY CLAIM RELATED TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. IN NO EVENT OR CIRCUMSTANCE SHALL COMPANY’S LIABILITY TO YOU EXCEED THE AMOUNT WHICH WAS ACTUALLY PAID BY YOU TO COMPANY UNDER ANY STATEMENT OF WORK FOR SERVICES OUT OF WHICH COMPANY’S LIABILITY TO YOU ARISES. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
  1. Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement or any Statement of Work shall not be deemed a waiver of that term, covenant, or condition or any other term, covenant, or condition of this Agreement or such Invoice.  Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time.  
  1. Assignment. Company may assign or delegate its rights, duties, and/or obligations contained in this Agreement to third parties including but not limited to subcontractors. You may not transfer or assign any or all of your rights, duties, or obligations contained in this Agreement without written consent from Company. 
  1. Notices. All notices, requests, consents, claims, demands, waivers, or other communications under this Agreement (collectively, “Notices” and each a “Notice”) shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid; and/or (d) when sent by electronic mail to the email address provided by each Party.  Such communications must be sent to the address and/or email You provided using Company’s website, if Your address changes, You agree to notify Company within ten (10) days of the change of address. You may send Company notices at the following address: 

Company: Starlight Analytics, LLC 

      350 2nd Street

      Dunellen, NJ 08812

      Email: chris@starlightanalytics.com

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  1. Entire Agreement. This Agreement represents the complete and entire agreement between the Parties related to the subject matter thereof and shall not be amended except by a written instrument executed by the duly authorized representatives of both Parties.
  1. Governing Law; Venue. This Agreement will be governed by the laws of the State of New Jersey. Each Party submits to the sole and exclusive jurisdiction of any state or federal courts located in Middlesex County, New Jersey.
  1. Attorneys’ Fees. In the event of any litigation, lawsuit, or other action related to or arising out of this Agreement, or a Statement of Work the prevailing Party shall be entitled to recover their reasonable attorneys’ fees and costs from the non-prevailing Party.
  1. Severability. If any provision(s) of this Agreement or any part(s) of any provision(s) of this Agreement is found to be invalid by a court of competent jurisdiction, such ruling shall not affect the validity of any other provision(s) or part(s) of this Agreement.
  1. Headings. The headings and captions contained in this Agreement are for convenience purposes only and shall not be construed as part of the Agreement.
  1. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legatees, personal representatives and other legal representatives, successors, and permitted assigns. Except as otherwise specifically provided, this Agreement are not intended and shall not be construed to confer upon or to give any person other than the Parties any rights or remedies.  

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