Terms of Service
Welcome to StackPop! The StackPop website and services are provided by StackPop, Inc. (“StackPop”, “we” “us” or “our”). These terms of service (these “Terms of Service”) govern your (“You” or “You”) access to and use of the stackpop.com web site (the “Website”) and all services provided by StackPop via the Website including without limitation our platform for accessing information and connecting buyers and providers for the rental or sale of Internet Infrastructure resources (collectively, the “Services”).
1. Acceptance of Terms.
By using our Website or our Services, You indicate Your unconditional acceptance of the following Terms of Service. Please read them carefully, as they may have changed since Your last visit. The most recent version of these Terms of Service may be viewed at [StackPop.com/tos].
2. General; Providers, and Buyers.
You may be accessing and using the Website as (i) a Buyer, (ii) a Provider or (iii) a member of the general public simply using the functionality, and/or reviewing the content, that is publicly available on the Website. Providers may submit a listing (“Listing”) to StackPop of an available Colo Resource for sale or rent to potential buyers. Your right to use the Website and the Services is limited in scope, revocable, personal, non-transferable and non-exclusive.
3. StackPop.com is Only a Venue.
StackPop is a communications platform for enabling connections between Buyers and Providers. Upon selecting a Listing from the Website, a Buyer may be referred to a Provider. StackPop does not take part in the interaction between Buyers and Providers. StackPop does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Colo Resource provided by Providers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. StackPop does not have control over the quality, timing or legality of Colo Resource delivered by Providers. StackPop makes no representations about the suitability, reliability, timeliness, or accuracy of the Colo Resources requested and provided by Users identified through the Service whether in public, private, or offline interactions. StackPop cannot confirm that each User is who they claim to be. StackPop does not assume any responsibility for the accuracy or reliability of this information or any information on the Service.
WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH PROVIDER ON OUR WEBSITE IS A LEGITIMATE INTERNET INFRASTRUCTURE PROVIDER, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE TRUSTWORTHINESS OF PROVIDERS AND THE INFORMATION THEY PROVIDE VIA OUR WEBSITE. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER STACKPOP NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. STACKPOP AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
4. Transactions and Our Fees.
a. Buyer-Provider Transactions. Users of the Service contract for Colo Resources directly with other Users, not with us. StackPop will not be a party to any contracts for Colo Resources or services offered by Providers. StackPop facilitates these business relationships by supplying a medium for Users to negotiate a contract on the Website. All payment terms with respect to the Buyer’s receipt of Colo Resources and services from a Provider are between the Buyer and the Provider. StackPop is not responsible for the billing or collection of such payments.
b. Our Fees. We charge Providers a commission for our Services, as we may agree separately with each Provider from time to time. Provider’s failure to pay required fees shall be a material breach of these Terms of Service.
StackPop.com is only a venue for connecting Users. Because StackPop is not involved in the actual contact between Buyer and Provider or in the assessment or provision of Colo Resources, in the event that you have a dispute with one or more Users, you hereby release StackPop.com (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
StackPop expressly disclaims any liability or claims that may arise between Users of its Service.
If you are a California resident, you waive California Civil Code Section 1542, which says: "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."
6. Access and Use Terms.
a. General Access and Use Rights. StackPop hereby grants to You, on the terms and conditions set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Website solely for Your internal business purposes or personal use. For Buyers or Providers Your access to the Website must be via login credentials to be provided by StackPop (“Login Credentials”) based on the type of access applicable to Your use of the Website (whether Buyer or Provider). You agree that You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials has been or may be used without Your permission so that appropriate action can be taken. You may not (i) create more than one account to access the Website, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. StackPop is not responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials. You agree that You shall not rent, resell, or to remarket the Website or to provide access to the Website to any third party. We reserve the right to remove any Listings from the Website at any time in our sole discretion. StackPop may terminate any Login Credentials in its sole discretion; You will not be entitled to create a new account to access the Website if your prior Login Credentials have been terminated by StackPop.
b. Provider-Specific Representations. If You utilize the Website as a Provider,
(i) You represent and warrant that for each Listing You provide to StackPop for a Colo Resource you have the right to provide all Listings on behalf of your company for the purposes of this Agreement and that You are capable of fulfilling any offers contained in such Listing for the applicable Colo Resource;
(ii) You warrant that you will keep all Your Listings up to date on the Website by notifying StackPop of any changes that would affect the accuracy of such Listings;
(iii) You hereby grant to StackPop and its Users, the right to view and distribute Your Listings without restriction and You acknowledge that Your Listings may be widely disseminated and viewed by large numbers of people; and
(iv) You acknowledge and agree that StackPop may display advertisements on the Website or in connection with Your Listing without any payment obligation to You.
c. Buyer-Specific Representations. If You utilize the Website as a Buyer,
(i) You agree to honor the commitments You make to the Provider via the Website;
(ii) You are allowed to make purchasing decisions for the person or entity you represent and you will only enter into service orders that you have been authorized by such person or entity; and
(iii) You agree to use good faith efforts to enter into a contract with the Provider upon generating a “service order” through our Website.
d. Independent Contractor. In all such cases, You will be acting as an independent contractor and not as StackPop’s or any other party’s employee, agent, franchisee or servant. Accordingly, You will be solely responsible for all costs incurred by You or Your organization. You shall not hold Yourself out as having authority to make contracts or promises on behalf of StackPop. Decisions regarding whether and when to sell Colo Resources shall be made by the Provider only. You agree and acknowledge that a Provider may, in its sole discretion, discontinue, change or replace any of its Listings or available Inventory, or withdraw the Listings or Inventory from the Website, without restriction under this Agreement.
e. Confidentiality. You agree and acknowledge that all of the transaction information that You access on the Website about the Provider is the confidential information of the Provider or of StackPop (“Confidential Information”). You agree to not use the Confidential Information except for the purposes set forth in these Terms of Service and to not disclosure such confidential information to any third party. StackPop may require You to agree to a non-disclosure agreement prior to sharing other certain information with you. Any such non-disclosure agreement between You and StackPop shall apply to information shared in connection with the Website, unless otherwise provided in such non-disclosure agreement. For the avoidance of doubt, Section 6(f) of these Terms of Service shall supersede this clause (e) and any separate non-disclosure agreement between You and StackPop, even if such non-disclosure agreement is later agreed, unless that separate agreement expressly refers to Section 6(f) of this Terms of Service and provides that such Section 6(f) is overridden.
7. Scope of Service.
StackPop maintains this Website as a service to the user community that visits the Website subject to these Terms of Service. You are responsible for obtaining any equipment and Internet service necessary to access our Website and for paying any fees for the equipment and service You select. We may alter, suspend, or discontinue this Website or the Services in whole or in part, at any time and for any reason, without notice. The Website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. We may provide access to third party services and products from time to time or to our own products or services. You acknowledge that the Website is evolving and that the form and nature of the Website, including the Services accessible via the Website, may change from time to time without notice to You.
If You are using the Services in Your capacity as an employee, You must have the ability to bind Your employer by Your use of the Services.
8. Website Content.
Users have a personal, non-transferable, non-exclusive right to access and use the Content of this Website subject to these Terms of Service. The term “Content” means all information, text, images, data, links, software, or other material accessible through the Website or Services, whether created by us or provided by another person for display on the Website or through the Services.
The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions:
a. The Content may be used solely for internal informational purposes. No part of this Website or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
b. The Content may not be modified.
c. Copyright, trademark, and other proprietary notices may not be removed.
By using this Website, You agree to indemnify, hold harmless and defend StackPop from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with Your use of this Website.
10. Content Submitted by Users.
b. Liability. We are not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted for public display through our website, such as through an online discussion forum or chat room. We do not prescreen information posted to online discussion forums or chat rooms. With respect to such forums and chat rooms, we are acting as a passive conduit for such distribution and are not responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users of an online discussion forum or chat room are those of the respective author(s) or distributor(s) and not of StackPop. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from Your uploading, posting or submission of Content to this Website.
c. Monitoring. We have the right, but not the obligation, to monitor Content submitted to our website through an online discussion forum or chat room, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted in any online discussion forum or chat room provided through this Website. Without limiting the foregoing, we have the right to remove any material that StackPop, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and You are solely responsible for the Content that You post to this Website.
d. Lobbying. Federal law restricts lobbying activities by tax-exempt organizations. “Lobbying” includes certain activities intended to influence legislation. Content posted by Users does not constitute lobbying by StackPop, but may constitute lobbying by You or an organization that You represent. You are responsible for complying with any applicable lobbying restrictions.
11. Prohibited Conduct.
No Interference with The Website. You shall not disturb or interfere with the operation of the Website in any manner, including without limitation, by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of the Website.
No Manipulation. You are prohibited from manipulating, by any means, the price of any goods or services offered on the Website (including without limitation, through the use of an alias or decoys or by placing false offers for the sale or purchase of goods or services). Furthermore, you shall not disrupt or otherwise interfere in any way with another user's participation on the Website.
By accessing our website or any chat room, online discussion forum, or other service provided through our website, You agree to abide by the following standards of conduct. You agree that You will not, and will not authorize or facilitate any attempt by another person to use our website or any related chat room or online discussion forum to:
a. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by StackPop.
b. Circumvent or manipulate our fee structure, the billing process, or fees owed to StackPop or the Provider.
c. Manipulate the price of any item or interfere with other Users’ Listings.
d. Use a name or language that StackPop, in its sole discretion, deems offensive.
e. Post false, inaccurate, misleading, defamatory, or libelous content (including personal information).
f. Post hateful or racially or ethnically objectionable Content.
g. Post Content which infringes another's copyright, trademark or trade secret.
h. Post unsolicited advertising or unlawfully promote products or services.
i. Take any action that may undermine the feedback or ratings system when it becomes available (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to StackPop)
j. Harass, threaten or intentionally embarrass or cause distress to another person or entity.
k. Impersonate another person.
l. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
m. Exploit children under 18 years of age.
n. Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
o. Introduce viruses, worms, Trojan horses and/or harmful code to the website.
p. Obtain unauthorized access to any computer system through the website.
q. Transfer your StackPop account (including feedback) and Login Credentials to another party withtout our consent.
r. Harvest or otherwise collect information about Users, including email addresses, without their consent.
s. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
t. Solicit personal information from children under 13 years of age.
u. Violate any federal, state, local, or international law or regulation.
v. Encourage conduct that would constitute a criminal or civil offense.
StackPop services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities, subscribers and purchasers.
13. Intellectual Property Rights.
Unless otherwise noted, all Content contained on this Website is the property of StackPop and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
We do not claim ownership of Content submitted by Users without compensation by StackPop and with the expectation that such Content will be made publicly accessible through our website. By submitting such Content, however, You agree to grant us a world-wide, royalty-free, perpetual, irrevocable, non-exclusive license to use, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such Content. This license shall remain in effect until we delete the Content from our systems.
14. Copyright Infringement; Notice and Take Down Procedures.
If You believe that any materials on this Website infringe Your copyright, You may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that You believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material; (3) Your name, address, telephone number, and email address; (4) a statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in Your claim is accurate; and (6) a statement that "under penalty of perjury," You declare that You are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to this Website is: Copyright Agent, StackPop, Inc., 10 W 18th St - 3rd FL, New York, NY 10011; email@example.com..
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of Users of this Website who are repeat infringers.
15. Disclaimer of Warranty.
Dealings with Third Parties. StackPop disclaims all liability in connection with any interactions, correspondence, transactions, and other dealings that You have with any third parties, including without limitation Buyer’s or Providers found on or through the Website (including on or via linked websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, services, delivery of goods, warranties (including product warranties), privacy and data security, and the like.. Under no circumstances will we be liable for any loss or damage caused by Your reliance on information in any Content on this Website. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this Website. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other Content.
You acknowledge that the Website and ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED "AS IS" and are based in part on Listings provided by Providers, which are not verified by StackPop, and that any Colo Resources, Inventory or other content acquired through the use of the Website is at Your sole risk and discretion. StackPop and its suppliers are not liable or responsible for any results generated through the use of the Website. EXCEPT AS SET FORTH IN THIS SECTION 15, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, STACKPOP DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS WEBSITE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, NEITHER STACKPOP NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
NEITHER STACKPOP NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, BETWEEN BUYERS AND PROVIDERS.
STACKPOP AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
16. Limitation of Liability.
IN NO EVENT SHALL STACKPOP BE LIABLE TO ANY USER OF THIS WEBSITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
YOU AGREE STACKPOP’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, THE CONTENT, OR ANY LISTING, INVENTORY OR SERVICES WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS, IF ANY, YOU PAID TO STACKPOP FOR THE SERVICES IN THE THEN-PRIOR CALENDAR YEAR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
18. Links to Third-Party Websites.
This Website may contain links to non-StackPop websites that are provided to You as a convenience. Any outside website accessed from our Website is independent from StackPop, and we have no control over the content of such websites. We are not responsible for the content of any linked website or for any loss or damage incurred in connection with Your use such links or dealings with the operators of such non-StackPop websites.
19. No Implied Endorsements.
In no event shall any reference to any third party or third party product, Inventory or service be construed as an approval or endorsement by StackPop of that third party or of any product, Inventory or service provided by a third party. Likewise, a link to any non-StackPop website does not imply that we endorse or accept any responsibility for the content or use of such a website. StackPop does not endorse, warrant or guarantee any product or service offered by any third party through an online discussion forum or chat room accessible through this Website and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, You are responsible for exercising appropriate judgment and caution.
20. Jurisdictional Issues.
We make no representation that information on this Website is appropriate or available for use outside the United States. Those who choose to access this Website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.
We may terminate any user’s access to our website, including access to any online discussion forum or chat room, in our sole discretion, for any reason and at any time, with or without prior notice. It is our policy to terminate Users who violate these terms and conditions, as deemed appropriate in our sole discretion. You agree that we are not liable to You or any third party for any termination of Your access to our website.
These Terms of Service shall be governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law to the extent such principles would apply the law of any other jurisdiction.
All disputes arising out of or relating to these Terms of Service shall be finally resolved by arbitration conducted in the English language in New York, NY, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the State of New York or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator’s authority, void, and unenforceable.
If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
24. Entire Agreement.
These Terms of Service constitute the entire agreement between the parties relating to the subject matter herein. We may, at our sole discretion and without notice, revise these terms at any time by updating this posting.
25. For Additional Information.
If You have any questions about these Terms of Service, please contact firstname.lastname@example.org.
Copyright © 2012, StackPop All Rights Reserved.