Welcome to The Innovation Scout, the service for companies to meet and connect with each other online (the “Service”), operated by The Start Exchange, Inc., a Delaware corporation ("The Start Exchange ") through The Start Exchange’s website at http://www.thestartexchange.com, The Innovation Scout’s website at http://www.theinnovationscout.com, or a mobile application operated by The Start Exchange (collectively, the "Website").
If you are using the Website or Service in your capacity as an employee or agent of a company and on its behalf, you represent and warrant that that company has given you all necessary authority to use the Website or Service on its behalf, including the authority to enter into this Agreement on its behalf. If you are using the Website or Service on a company’s behalf, you further represent and warrant that any information that you provide to The Start Exchange or post on the Website regarding the company is and will be accurate. You, as the individual using the Website and Service, agree to indemnify The Start Exchange against any liability arising out of your unauthorized use of the Website or Service on a company’s behalf or the inaccuracy of any information that you provide to The Start Exchange or posting on the Website.
a) This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the Website. Please print a copy of this Agreement for your records. To receive a non-electronic copy of this Agreement, please Contact Us or send a letter and self-addressed stamped envelope with sufficient postage to:The Start Exchange, Inc.
270 Bellevue Ave Unit 266
Newport, RI 02840
2) Eligibility. You must be at least 18 years of age to access and use theService. Any use of the Service is void where prohibited. By accessing and using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
3) Corporate Users.
a) You may register as a corporate user at no cost (a “Free Registered Corporate User”). As a Free Registered Corporate User, you may use some, but not all, of the features and services available within the Service. To access or use additional features and services, including the ability to communicate with Registered Startup
Users through our portal, you must become a Subscriber. To become a Subscriber, you must agree to a separate Subscription Agreement with The Start Exchange, which will incorporate this Agreement by reference and contain further terms and conditions. Absent special offers, you acknowledge and agree that if you
are not a Subscriber, you will not be able to use all the features and services available within the Service, including communicating with other Registered Startup Users.
b) Subscribers and Free Registered Corporate Users will have public profiles that contain basic information about the company. The Start Exchange automatically generates public profiles from information about companies from that is in the public domain. Once Subscribers and Free Registered Corporate Users create an account, they will be able to revise their public profiles. In addition, Subscribers will be able to create an “Innovation Profile” which will include information about the Subscriber’s innovation
strategies and goals. The Start Exchange’s platform uses Innovation Profiles to match Subscribers with startups
that are well-suited to help them meet their innovation goals. Innovation Profiles are always private and will not be shared with any other user or third party.
c) At no time will Corporate Subscriber’s Profile information be shared. The Corporate Subscriber Profile information is to be private at all times.
4) Startup Users. You may register as a startup user at no cost (a “Registered Startup User”). As a Registered Startup User, Subscribers will be able to use the Service to communicate with you, but Free Registered Corporate Users may not be able to use the Service to communicate with you.
5) Term and Termination.
a) This Agreement will remain in full force and effect while you use the Service.
b) If you are a Subscriber, your ability to terminate your subscription is subject to the terms and conditions
in the separate Subscription Agreement that you execute with The Start Exchange.
c) If you are a Registered User, but not a Subscriber, you may delete your account at any time, for any reason, by following the instructions on the "Admin" page located at www.theinnovationscout/admin. If you delete your account via the Website, we may ask you to provide a reason for your decision, but you are under no obligation to provide one.
d) Deleting your account does not automatically hide your public profile. When you delete your account, you will be given the option to hide your public profile and you must elect to hide it to ensure that it will not be
visible to future to the Website. If you hide your public profile, visitors to the Website will not be able to view your public profile until you "unhide" your profile. You must be a Registered User to unhide a previously hidden profile.
e) The Start Exchange may terminate or suspend a Subscriber’s subscription and/or a Registered User’s account at any time without notice if you have breached this Agreement. Upon such termination or suspension, you will not be entitled to any refund of unused subscription fees. The Start Exchange is not required to disclose and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.
f) After your subscription or account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
6) Account Security. You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify The Start Exchange of any disclosure or unauthorized use of your username or password or any other breach of security, and ensure that you log out from your account at the end of each session.
7) Proprietary Rights.The Start Exchange owns and retains all proprietary rights in the Website and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Website contains the copyrighted material, trademarks, and other proprietary information of The Start Exchange and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Website or through the Service, without first obtaining the prior written consent of The Start Exchange or, if such property is not owned by The Start Exchange, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
8) Content Posted by You on the Website.
a) You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, "post") on the Service or transmit to other users, including emails, videos (including streaming videos), photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted (collectively, "Content"). You may not post on the Website or as part of the Service, or transmit to The Start Exchange or any other Subscriber (either on or off the Website), any offensive, inaccurate, abusive, obscene, profane, sexually oriented, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that all information that you submit upon registration is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading or false.
b) You understand and agree that The Start Exchange may, but is not obligated to, monitor or review any Content you post on the Website or as part of a Service. The Start Exchange may delete any Content, in whole or in part, that in the sole judgment of The Start Exchange violates this Agreement or may harm the reputation of the Website or The Start Exchange.
c) By posting Content on the Website or as part of the Service, you automatically grant to The Start Exchange, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your Content by The Start Exchange will not infringe or violate the rights of any third party.
d) In addition to the types of Content described in Section 8(a) above, the following is a partial list of the kind of Content that is prohibited on the Website. You may not post, upload, display or otherwise make available Content that:
i) that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
ii) advocates harassment or intimidation of another person;
iii) requests money from, or is intended to otherwise defraud, other users of the Website or Service;
iv) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming" (or "spimming", "phishing", "trolling" or similar activities);
v) promotes information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
vi) promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
vii) contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
viii) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
ix) provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
x) provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
xi) contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
xii) impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
xiii) provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
xiv) disrupts the normal flow of dialogue, causes a screen to "scroll" faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real-time exchanges;
xv) solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission; and
xvi) publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
The Start Exchange reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Website or Service and terminating or suspending the Subscribership of such violators.
e) Your use of the Website and Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that The Start Exchange may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Website in the future; or (v) protect the rights, property or personal safety of The Start Exchange or any other person.
f) You agree that any Content you place on the Website to be viewed by other users may be viewed by any person visiting the Website or participating in the Service.
9) Prohibited Activities.The Start Exchange reserves the right to investigate and/or terminate your account if you have misused the Service or behaved in a way The Start Exchange regards as inappropriate or unlawful. The following is a partial list of the type of actions that you may not engage in with respect to the Service. You will not:
o impersonate any person or entity;
o solicit money from any users;
o post any Content that is prohibited by Section 8;
o "stalk" or otherwise harass any person or business;
o express or imply that any statements you make are endorsed by The Start Exchange without our specific prior written consent;
o ask or use users to conceal the identity, source, or destination of any illegally gained money or products;
o use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Website, Service or its contents;
o collect usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website;
o interfere with or disrupt the Service or the Website or the servers or networks connected to the Service or the Website;
o email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
o forge headers or otherwise manipulate identifiers in order to disguise the origin of any information
transmitted to or through the Website or Service (either directly or indirectly through use of third party software);
o "frame" or "mirror" any part of the Service or the Website, without the The Start Exchange's prior written authorization;
o use meta tags or code or other devices containing any reference to The Start Exchange, the Website or the Service (or any trademark, trade name, service mark, logo or slogan of The Start Exchange) to direct any person to any other website for any purpose;
o modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or the Website, or cause others to do so.
o post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Website or the Service other than solely in connection with your use of the Service in accordance with this Agreement.
10) Customer Service. The Start Exchange provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives (whether over the telephone, or via email or letter), you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or to not otherwise behave inappropriately. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your subscription and/or account and you will not be entitled to any refund of unused subscription fees.
11) Modifications to Service. The Start Exchange reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or the Service (or any part thereof) with or without notice. You agree that The Start Exchange shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, except pursuant to your Subscription Agreement if you are a Subscriber. To protect the integrity of the Website or the Service, The Start Exchange reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website or Service.
12) Copyright Policy; Notice and Procedure for Making Claims of Copyright Infringement.You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b) a description of the copyrighted work that you claim has been infringed;
c) a description of where the material that you claim is infringing is located on the Website (and such description must be reasonably sufficient to enable The Start Exchange to find the alleged infringing material, such as a url);
d) your address, telephone number and email address;
e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Notice of claims of copyright infringement should be provided to The Start Exchange’s Copyright Agent, Annette Tonti, at copyright@The Start Exchange, Inc or the following address:Copyright Agent
c/o The Start Exchange, Inc.
270 Bellevue Ave Unit 266
Newport, RI 02840
The Start Exchange will terminate the accounts of repeat infringers.
a) You acknowledge and agree that neither The Start Exchange nor its affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted on the Website or provided in connection with the Service, whether caused by users or any of the equipment or programming associated with or utilized in the Website or Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user of the Website or Service; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or Subscriber communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE START EXCHANGE PROVIDES THE WEBSITE AND THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE WEBSITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE START EXCHANGE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE WEBSITE OR IN THE SERVICE WILL BE CORRECTED.
b) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE OR WEBSITE.
c) From time to time, The Start Exchange may make third party opinions, advice, statements, offers, or other third party information or content available on the Website and/or through the Service. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE START EXCHANGE DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE WEBSITE OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE OR SERVICE. UNDER NO CIRCUMSTANCES WILL THE START EXCHANGE OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR SERVICE, OR TRANSMITTED TO OR BY ANY SUBSCRIBERS.
d) In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website or through the Service is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Start Exchange makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website or Service.
15) Indemnity by You. You agree to indemnify and hold The Start Exchange, its subsidiaries, and affiliates, and its and their officers, directors, stockholders, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any postings or Content you post on the Website or as a result of the Service, and the violation of any law or regulation by you. The Start Exchange reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Start Exchange in connection therewith.
16) Links. The Website may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other websites or resources. You acknowledge and agree that The Start Exchange is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website or Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that The Start Exchange shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
17) Limitation on Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE START EXCHANGE, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE
SERVICES, EVEN IF THE START EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE START EXCHANGE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE START EXCHANGE FOR THE SERVICE. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE OR SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
18) Jurisdiction and Governing Law.
a) Any legal suit, action or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Rhode Island, in each case located in the City of Providence and County of Providence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
b) This Agreement, and any dispute between you and The Start Exchange, shall be governed by the laws of the State of Rhode Island without regard to principles of conflicts of law.
19) Electronic Notices. The Start Exchange may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Website. Such notices may not be received if you violate this Agreement by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
20) Entire Agreement; Other.