OHANA STAR SYSTEMS TERMS OF SERVICE
Effective April 14, 2017
These Ohana Star Systems Terms of Service (the “Service Terms”) are agreed to by Ohana Star Systems (“Ohana Star”, “we” or “us”) and the owner or manager of a residential building, visitor or resident (“User”), using the Ohana Star Systems network (the “Star Network”) for building management and community. By using the User agrees to abide by these Service Terms. From time to time, we may modify or update these Service Terms as described in the section entitled “Changes to the Star Network or these Service Terms.” If you use the Star Network after any such change, you accept these Service Terms as modified.
“Affiliate” – any legal entity that owns, is owned by, or is commonly owned with a party, where “own” means having more than 50% ownership or the right to direct the management of the entity.
“Service Agreement” – Any service order document generated by Star Building Group and executed by a building owner or manager and Star Building Group that incorporates by reference these Service Terms, including any attachments or addenda to it.
“Star Building Group” – the company providing the Ohana Star Systems and operating our Services, which is the Star Building Group, LLC
“User” – a general term to refer to all users of the Star Network including Managers, Residents and visitors
Ohana Means Community
Welcome to the Star Network. The Star Network is a management tool for Managers and a private social network and resource for community for Managers and Residents. It’s a way for everyone to come together, build community and make your building a better place, a home. Our core values are: Community, Sharing and Privacy. Everything follows from these principles: streamline building management, help others and get help when you need it, share and trade things and services, discuss relevant issues, make friends, and organize events in a safe, private and welcoming environment.
To access the management dashboard and utilize management tools, connect with other residents, use and receive certain services provided by Ohana Star, may require Managers and Residents to register for and maintain a Star Network account (“Account”).
The Star Network offers two types of Accounts, an Account for Managers (“Manager Account”) and another for Residents (“Resident Account”). These Service Terms describe your rights and obligations in connection with your Account and use of the Star Network and along with the Ohana Star guidelines, which outline our expectations regarding appropriate use of the Star Network (“Ohana Star Guidelines”), apply to both Managers and Residents of the Star Network, except where specified that a particular Service Term only applies to a Manager Account.
We strive for every User of the Star Network to have a positive experience and take the principles set out in these Service Terms and the Ohana Star Guidelines seriously so please take a moment to review these Service Terms and Ohana Star Guidelines as they not only set rules and expectations and what you can expect from us but affect your legal rights, both as a visitor and as a registered User of the Star Network.
By clicking “I accept” or by accessing the Star Network directly or via a third party server or service, (“Ohana Star” or our “Services”), you are agreeing to these Service Terms, so please take a moment to read this legally binding agreement.
3. Who We Are. Ohana Star was founded and is operated by a group of individuals who have lived in apartment buildings and saw a need to be more connected with neighbors and become a part of a lively local community. The purpose of the Star Network is to provide an easy way for Residents to connect and build communities, and for Managers to streamline their work and become a part of the building community. We hope you enjoy the experience. Who we are for purposes of these Service Terms is Star Building Group, LLC.
4. Who You Are. All references to “you,” “your” and similar words in these Service Terms refer to any Manager, Resident registering for a Manager or Resident Account on the Star Network or a visitor of the Star Network and therefore agreeing to be bound by these Service Terms.
6. Effective Date; Termination. These Service Terms shall become effective for visitors, Managers and Residents on date you register for a Resident Account or Manager Account. Manager Accounts shall become effective as of the date of execution of the Service Agreement and in the occasion that there is no Service Agreement, upon registration for a Manager Account. Manager Accounts shall continue for the period specified in the Service Agreement or, if not so specified, for automatically recurring monthly terms until terminated (the “Term”). Either Manager or Ohana Star may terminate the Service Agreement and these Service Terms at any time upon 30 days’ written notice. If a Manager terminates, no prepaid fees will be refunded.
7. Payment Terms. Ohana Star shall invoice Manager Accounts monthly in advance for use of the Star Network. All amounts set forth on the invoice shall be due within 30 days after Manager’s receipt of the invoice. Manager is responsible for paying all local, state, federal or foreign taxes, levies or duties of any nature.
8. Late Payments. If Manager fails to pay any fees within 30 days after the date due, Ohana Star may levy late charges of the lesser of one percent (1%) per month or the maximum allowable under applicable law. In addition, failure of Manager to fully pay any undisputed fees within 45 days after the applicable due date shall be deemed a material breach of this agreement, justifying suspension of Manager’s access to the Star Network. Any such suspension does not relieve Manager from paying past due fees plus interest. In the event of collection enforcement, Manager shall be liable for any costs associated with such collection, including legal costs, attorneys’ fees, court costs and collection agency fees.
9. Termination for Cause. Either Manager or Ohana Star may terminate the Service Agreement and these Service Terms immediately in the event that: (a) the other party materially breaches any of its representations, warranties or obligations under the Service Agreement and these Service Terms, and such breach is not cured within 30 days after receipt of notice specifying the breach; or (b) the other party (i) institutes bankruptcy or similar proceedings, or files for a stay of proceedings or similar relief, (ii) has bankruptcy or similar proceedings instituted against it, and such proceedings are not stayed or dismissed within 30 days; (iii) makes an assignment of property or assets for the benefit of its creditors, or (iv) becomes insolvent, or has a liquidator, receiver, manager or administrative receiver appointed. Upon any such termination of this agreement under this Section 8, Manager shall pay all unpaid and outstanding fees through the effective date of termination. If Manager terminates for cause under this Section 8, Ohana Star will refund a prorated portion of any fees paid in advance.
10. Third Party Services. As used in these Service Terms, Star Network does not include, and we are not involved in or liable for, the provision of products or services by third parties (including other Users of the Star Network) (“Third Party Services”) that you may encounter through your use of the Star Network or that you may elect to purchase in connection with your ownership, management and/or residency in a building that utilizes the Star Network. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers.
11. Changes To The Star Network Or These Service Terms. The availability of the Star Network and the content and services you access or use through the Star Network are subject to change from time to time in our sole discretion, and we may change, suspend, or discontinue all or part of the Star Network at any time in our sole discretion. From time to time, we may also make modifications, deletions or additions to these Service Terms. Your use of the Star Network is subject to the Service Terms in effect at the time of such use. We may also impose limits on or restrict your access to the Star Network without notice or liability. We will provide you with notice of changes to these Service Terms or to the Services we provide that apply to you by posting a notice on the Star Network. Most changes will be effective immediately upon notice. It is also your responsibility to check these Service Terms periodically for changes. Your continued use of the Star Network following notification of any changes to these Service Terms constitutes acceptance of those changes, which will apply to your continued use of the Star Network going forward. If you don’t agree to the changes, you may terminate your User Account, but please note that you may not be able to access many of our Services without a Star Network User Account.
Your Star Network Account
12. Eligibility. We want all Resident Users to join the Star Network, however, if you are under 13 years old, please do not use our Services or provide any data to us. The Star Network is available to individuals who are at least 13 years old and at least 18 years old to use any services that require payment by you (as applicable, the “Eligibility Age”). No one under the Eligibility Age may access or use the Star Network or provide any personal information through the Star Network (e.g., name, address, telephone number or email address). Please be certain you qualify before accessing or using the Star Network in any way. Convicted sex offenders, including registered sex offenders are not eligible for Star Network Accounts. As determined by us in our discretion, we may deny any Account registrations we think would harm other Star Network Users or the community. By registering for an Account, you agree to provide us with accurate and complete information about yourself. By using or accessing the Member Network in any way, you represent and warrant that you meet the requirements in these Service Terms or as otherwise specified by us from time to time, including the Eligibility Age.
13. Account Information. It is not OK to submit inaccurate Account information. Providing false registration information violates our Ohana Star Guidelines and could constitute a crime. Upon registering for an Account, you may elect to remain anonymous or have your name and registration information visible to other Users.
14. Availability. Subject to the terms and conditions of these Network Terms, Ohana Star shall use its commercially reasonable efforts to make the Star Network available for use by all Users 24-hours a day, 7 days a week throughout the Term. You acknowledge that from time to time the Star Network may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades by Ohana Star or third party service providers (“Scheduled Downtime”); malfunctions and errors; and causes beyond the control of Ohana Star or which are not reasonably foreseeable by Ohana Star, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Ohana Star shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Star Network in connection with either Downtime or Scheduled Downtime. In the event that the Star Network has an uptime availability of 95% or less, then upon written request by User, Ohana Star will refund a percentage of Manager’s monthly fee equal to the Downtime percentage (e.g., if the uptime availability in a month is 90%, Manager will be entitled to receive a 10% refund on the following month’s payment). Such refund will be Customer’s sole remedy for a breach of this section 13.
15. Use by Affiliates. If Manager wishes to permit its Affiliates to use the Star Network, and Ohana Star approves such use, Manager and such Affiliate shall execute Ohana Star’s Service Agreement. Manager shall remain solely liable for such Affiliates’ acts, omissions and usage of the Star Network.
Star Network Content
16. Content. The information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, links, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Star Network (collectively, “Content”) are contributed by various parts of the Star Network community, which may include Star Building Group, LLC, our partners, various third parties, and individuals employed by or otherwise affiliated with companies utilizing the Star Network. The Content and the Star Network are protected by U.S. and international copyright laws. We and our licensors retain all proprietary rights in the Star Network and the Content made available on or through the Star Network, except that our Users own their submitted User Content (defined below), and except as expressly set forth in these Service Terms, no rights are granted to any Content. As between us, our Content includes the name STAR BUILDING GROUP, LLC, OHANA STAR SYSTEMS and any pictures or illustrations of buildings that provide our Star Network to Users, which may not be used for advertising, publicity or any other purpose without our prior consent.
17. Use Of Ohana Star Content. In consideration of a User’s performance of the obligations under these Service Terms, including Manager’s payment obligations,, we grant each User of the Star Network a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Star Network.
18. Restrictions On Use. Please note that the license grant in the preceding section does not allow any User to download contact or other information about other Users of the Star Network made available through the Star Network, which is strictly prohibited unless authorized by the relevant User. Use, download, display, reproduction, modification, distribution or storage of any Content for purposes other than interaction with other Users of the Star Network, in accordance with these Service Terms and our Ohana Star Guidelines is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any Ohana Star or third party right or our Ohana Star Guidelines.
19. Availability Of Content. We do not guarantee that any Content will be made available on the Star Network. We reserve the right, but do not have any obligation to, (a) monitor, remove, edit or modify any Content, including User Content (defined below), in our sole discretion, at any time, without notice to you and for any reason or for no reason at all or (b) remove or block any Content, including User Content, from the Star Network.
20. Intellectual Property Of Ohana Star. You do not acquire any ownership rights in or to any of our intellectual property by accessing or using the Star Network. You may not take, copy or use for any purpose (a) the name “Ohana Star” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property; (b) any modified, altered or similar versions of the same or (c) any pictures or illustrations of any portion of any property utilizing the Star Network, including any properties on which Ohana Star provides any Services, for any purpose, including any competitive purposes, without our prior consent. You may not use any Content, data or other information you receive or access in connection with the Star Network to solicit any of our Users, customers or partners, or other individuals or entities you encounter in connection with your use of the Star Network, in a manner that could be considered competitive or harmful to Ohana Star or the community as determined by us in our discretion.
21. Ohana Star’s Use Of User Content. By contributing, posting, submitting, or otherwise making any Content available to or through the Star Network (such content “User Content”), you hereby grant to Ohana Star a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise utilize in any manner the User Content for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed, without any duty to notify you or provide attribution or compensation to you. You acknowledge and agree that User Content that you contribute to the Star Network may be accessible by Ohana Star and other Users, including after the termination of your Account, and that once you contribute User Content to the Star Network, you may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any User Content contributed to the Star Network at any time after such User Content is contributed.
22. Legal Compliance; Contributing Content. You represent and warrant that you have the necessary rights in your User Content to grant the rights required by these Service Terms. You understand that you are legally responsible for all of your User Content under all applicable U.S. and international laws and represent and warrant that your User Content and use of the Star Network will not violate any law or the rights of any person or entity. In some limited circumstances, authorities may seek to apply the laws, rules or regulations of other countries to you, including local laws where you live or view or contribute Content, and we cannot offer any protection, guarantee, immunity or indemnification in such situations. These Service Terms are void where prohibited by law, and the right to access the Star Network is revoked in such jurisdictions.
23. Public Content. If you post User Content to public portions of the Star Network, or portions of the Star Network that are viewable by all other Users, you acknowledge and agree that such User Content (“Public User Content”) will be accessible by other Users. You grant each Star Network User a non-exclusive, perpetual license to access your Public User Content and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Public User Content solely in connection with their use of the Star Network in accordance with these Service Terms and any other policies or guidelines made available by Ohana Star.
24. User Content Rights. The foregoing license grants do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content (as long as they do not conflict with the license grants set forth in these Service Terms) unless you otherwise agree in writing. Similarly, except as expressly authorized in these Service Terms or by the relevant individual or entity to which the Content belongs, you may not take, copy, modify, publish, transmit, distribute, perform, display, or sell information belonging to other individuals or entities.
25. Restrictions. In short, please don’t post User Content that (a) is inappropriate, vulgar, pornographic, criminal or the like; (b) belongs to someone else or (c) would disrupt the privacy, professional work or private living environment of other Star Network Users, as decided by Ohana Star in our discretion. To be more specific, you promise that you won’t contribute any User Content or take any action that: (d) infringes or violates the intellectual property rights or proprietary rights of any third party; (e) reveals any restricted, confidential or proprietary information of others, including any other party’s private information such as another individual’s credit card number, social security number or driver’s license number, unless you own the information or have the owner’s permission to post it; (f) violates any law, statute, ordinance or regulation; (g) is prohibited by any employment, contractual or other legal obligation or relationship; (h) promotes or incites racism, sexism, bigotry, hatred or physical harm of any kind against any group or individual; (i) bullies or advocates the stalking of or the intimidation of another person or is otherwise harmful, fraudulent, inaccurate, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (j) harms minors in any way; (k) violates the privacy of any individual or entity; (l) involves spamming, the sending of mass solicitations, or any other commercial and/or sale activities without our prior written consent; (m) impersonates any Star Network User, person or entity, including without limitation any employee or representative of Ohana Star, or implies that any statements you make are endorsed by us, or a Star Network User without the applicable party’s consent, is connected with any activity or business that is illegal, fraudulent or otherwise inappropriate or objectionable; (n) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program; (o) uses any manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Star Network; (p) collects email addresses or other contact information of Users without their prior consent; or (q) “frames” or “mirrors” any portion of the Star Network or attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Star Network.
Content Is Information
26. Please Use Common Sense. We believe your User Content helps our community grow, however, all Content on the Star Network is for general informational purposes only. You may encounter material that you find erroneous, misleading, mislabeled, offensive or otherwise objectionable. Please use common sense and proper judgment when using the Star Network or any Content or information found on or through the Star Network. We do not endorse any opinions expressed via the Star Network, and we do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. We have no obligation to pre-screen or monitor any User Content. We cannot guarantee that any User Content will be accurate or otherwise in compliance with these Service Terms. We may, in our discretion and without notice, edit, delete or move any of your content or any information transmitted to or from your Account. We may do this at any time and for any reason. If we provide a notice indicating we have reviewed any User Content, it does not mean that we have verified the information in the User Content.
27. Advertisements. In using the Star Network, you may encounter advertisements from Third Party businesses, service providers and our other business partners, which may be targeted to you based on the location of the building you own, manage or your residency and certain information you provide to us. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Star Network, you agree that we, such Third Party local businesses, service providers and other business partners may provide you with such advertising from time to time.
28. Endorsements and Testimonials. From time to time, we may also publish testimonials by Star Network Users related to their experiences with various Ohana Star Services or Third Party Services. Names, locations, dates and other information may be changed to protect the privacy of the Users involved. These testimonials represent individual results and are not verified by us and are the subjective opinions of the Users providing such testimonials. Any testimonials or endorsements of any type, format or nature posted by Users may not be verified and we make no warranty or representation as to their accuracy. We do not claim that any testimonials or endorsements of any type are typical results that other Users will generally achieve.
Ohana Star Services
29. Management Dashboard. The management dashboard offers management tools for Managers, accessible by Managers upon registration for a Manager Account on the Star Network and completion of the Service Account.
30. Ohana Share. Ohana Share, where available, is a community service intended to help connect residents and Star Network Users who offer babysitting, tutoring, dog walking, handyman work, and other services to fellow residents and Star Network Users. You must be at least 18 years old to provide or receive services on Ohana Share; or, if you are over 13 years old but have not yet reached the age of majority, any services you would like to provide will be required to be arranged with and by your parent/guardian and have their permission to use the Star Network and Ohana Share, and you must keep them informed about your use of it. If you are not eligible to use the Star Network pursuant to section 11 above, you must not use Ohana Share. We reserve the right to waive or modify our Ohana Share eligibility requirements in individual instances where we determine in our discretion that doing so would be in the best interests of the residents and the community as a whole.
31. Ohana Star Marketplace. The Ohana Star Marketplace, where available, is a community marketplace where Star Network Users can buy and sell goods and services offered by fellow Star Network Users. We encourage all Users of the Ohana Star Marketplace to deal fairly and openly with other Star Network Users and residents in accordance with our Ohana Star Guidelines. After making contact with Star Network Users on the Ohana Star Marketplace we encourage Users to deal face-to-face in order to come to the best agreement and avoid any potential problems or scams. Ohana Star System makes no promises as the Ohana Star Marketplace, its accuracy, availability, timeliness, propriety, security or reliability of goods or services offered by other Star Network Users. Your access and use of the Ohana Marketplace are at your own risk and all goods and services listed on the Ohana Star Marketplace are provided “AS IS” and “AS AVAILABLE.”
32. Interacting With Other Users/Residents. You agree to use Star Network’s User-to-User transactional features, such as Ohana Share or Ohana Star Marketplace, for their intended purpose only, and you acknowledge that your Account is for your personal use only. Our Ohana Star Guidelines outline our expectations regarding appropriate use of these Star Network Services. Please be fair and neighborly in your comments, and do not post any personal information (e.g., address, mobile number, or photos) that isn’t already part of another Star Network User’s profile. In the event that a User discloses his or her personal information to you, pursuant to the Ohana Star Guidelines please respect his or her privacy and do not disclose or disseminate any private User information without the User’s express consent. Use of Ohana Share or any similar feature does not make us an employer, placement agency, representative, or agent of/for you or any other resident. You and the other Star Network User, rather than Ohana Star are responsible for complying with the laws, such as tax or employment laws, applicable to transactions between you.
33. About Termination. A Star Network Account is required to access and use most Ohana Star Services, so you may not be able to reserve meeting rooms, use the gym, attend sponsored events, receive notifications about packages or register guests, etc. if you terminate your Resident Account. In the event that you do want to terminate your Star Network Account, you acknowledge and agree that you are giving up your ability to access and use any Services requiring a Star Network Account. You can terminate your Star Network Account by deactivating your Star Network Account through the Star Network or contacting an Ohana Star Account Manager at the address provided at the end of this agreement.
34. Termination By Ohana Star. Ohana means community. Our Ohana Star Guidelines outline our expectations regarding appropriate use of the Star Network. If you fail to comply, or if we suspect that you have failed to comply with any of the provisions of these Service Terms, Ohana Star Guidelines or any other Ohana Star policies, rules or guidelines, or at any other time when we in our discretion see ﬁt to do so, we may, at our sole discretion, restrict your access to your Account and the Star Network and/or terminate your Account with immediate effect and possibly without prior notice to you.
35. Effect Of Termination. Please note that unless we decide to remove your previously contributed User Content, your User Content and the information from the profile associated with your Account, shall publicly appear attributed to “Anonymous,” after the termination of your Account.
Disclaimer Of Warranties; Limitations Of Liability
36. Limitations of Liability. For the avoidance of doubt, nothing in these Service Terms will exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.
37. Waiver And Release Of Claims. The Star Network is provided “AS IS.” To the extent permitted by law, Ohana Star Systems and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Star Building Group Parties”) (a) disclaim all warranties and terms, express or implied, with respect to the Star Network, including warranties, terms or representations as to the availability, operation, performance and/or use of the Star Network, or any other Services including Ohana Share and Ohana Star Marketplace, Content or materials on or accessed via the Star Network, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade and (b) will not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages, business interruption or loss of profits, or damages for lost time, goodwill or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort, strict liability or otherwise. To the extent permitted by law, you, on your own behalf and on behalf of your agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the Star Building Group Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and (ii) release the Star Building Group Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
38. No Liability For Actions Of Others. We do not control and are not responsible for the actions of other individuals or Users you encounter through the Star Network. You should be aware that other Star Network Users or third parties may not be who they claim to be. We do not perform background checks on our Star Network Users nor do we guarantee that our Star Network Users’ profiles or Account information are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our Star Network Users. If a dispute arises between Users, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
39. No Liability For Third Party Services Or Products. The Star Network may provide you with access to products, Services or advertisements provided by Third Party Service Providers or our other business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any products, services, advertisements or other materials provided by Third Party Service Providers. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Star Network or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for any Third Party Services does not constitute provision of such Third Party Services by us, and you will look solely to the applicable Third Party Service Provider for provision of the applicable Third Party Service and for compensation for any claims, damages, liabilities or losses you may incur in connection with such Third Party Service.
40. Manager agrees to indemnify and hold Ohana Star, its vendors, and their respective officers, directors, members, employees, representatives and agents (the “Indemnified Parties”) harmless from and against any claim, loss, damage, liability, cost and expense (including reasonable attorneys’ fees) (“Claims”) incurred by an Indemnified Party asserted against any of them by third parties, including Residents, which arises out of or is connected with (a) Resident or Manager’s use of the Star Network and/or (b) User Content provided for use in connection with the Star Network.
41. The indemnification obligations of Manager hereunder are dependent upon Ohana Star giving Manager prompt written notice of such claim.
Ohana Star Indemnity
42. Ohana Star agrees to defend and indemnify User against any third party claim that User’s use of the Star Network in accordance with these Service Terms (but excluding any User Content) directly violates, infringes, or misappropriates any United States patent issued as of the date of the corresponding Service Agreement, or any copyright or trademark (an “Infringement Claim”). Without prejudice to such indemnity obligations, Ohana Star may, at its sole discretion, and option: (a) obtain the right of continued use of such service or the Star Network being the subject matter of the Infringement Claim; (b) replace or modify same to avoid such Infringement Claim; or (c) terminate these Service Terms by notifying Manager in writing and refunding to Manager any prepaid fees pursuant to the valid Service Agreement.
43. Ohana Star will not defend or indemnify Manager or Resident if any Infringement Claim (a) is asserted by an Affiliate of Manager, (b) results from use of the Star Network in combination with any non-Ohana Star service or product to the extent that such Infringement Claim would not have been caused but for such combination, or (c) is based in whole or in part upon any User Content, to the extent that such Infringement Claim would not have been brought but for such User Content.
44. The indemnification obligations of Ohana Star under these Service Terms are dependent upon User: (a) giving Ohana Star prompt written notice of such Infringement Claim, (b) permitting Ohana Star to defend or settle the Infringement Claim, (c) not at any time admitting liability in respect of the whole or any part of the Infringement Claim or agreeing to settle or dispose of the Infringement Claim, and (d) providing all reasonable assistance to Ohana Star in defending or settling the Infringement Claim.
45. These section 40-43 states the entire liability of Ohana Star and User’s sole and exclusive remedies for any Infringement Claim.
46. You Agree To Cooperate With Us. From time to time, we may investigate any actual, alleged or potential violations of these Service Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Star Building Group Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
47. Force Majeure. Ohana Star shall be excused from performance hereunder for the period of time and to the extent that Ohana Star is prevented from providing the Star Network, in whole or in part, as a result of delays caused by User, an act of God, war, terrorism, civil disturbance, court order, labor dispute, third party non-performance or other cause beyond Ohana Star’s reasonable control, including failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment and such non-performance due to the force majeure event alone shall not be a default or a ground for termination.
Governing Law and Arbitration
48. Governing Law. These Service Terms and any matters directly and exclusively related to the Star Network shall be governed by and construed under the applicable laws of the State of California, U.S.A. and the United States without regard to conflicts of laws provisions.
49. Arbitration. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Los Angeles, California, U.S.A.
50. Proceedings; Judgment. The proceedings shall be confidential. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.
51. Entire Agreement. These Service Terms as well as the Ohana Star Guidelines, Manager Service Agreement and any feature-specific or other guidelines, terms or rules that may be posted or provided to you by Ohana Star Systems and related to the Star Network constitute the entire agreement between us regarding the Star Network and supersedes and merges any prior proposals, understandings and contemporaneous communications.
52. Enforceability; No Waiver. If any provision of these Service Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Service Terms shall otherwise remain in full force and effect and enforceable. Our failure to enforce any part of these Service Terms shall not constitute a waiver of our right to later enforce that or any other part of these Service Terms. In order for any waiver of compliance with these Service Terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Service Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
53. Relationship Of The Parties. You and Ohana Star Systems are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by these Service Terms.
54. Interpretation. The section and paragraph headings in these Service Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms shall be read as being followed by “without limitation” where appropriate.
55. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms there shall be no third party beneficiaries.
56. Survival. Even after your access to the Star Network is terminated, or your use of the Star Network discontinues, certain of these Terms will remain in effect. All terms that by their nature may survive termination of these Terms shall be deemed to survive such termination. Sections 1, 2, 16, 19, 20-25, 35, 37-55 shall also survive any termination or expiration of these Terms.
If you have any questions, complaints, or claims with respect to the Star Network, you may contact us here:
Attn: Ohana Star Network
7083 Hollywood Blvd. • 1st Floor
Hollywood, CA 90028