These Terms and Conditions of Use (“Agreement” or “Terms and Conditions”), together with any documents and agreements referenced herein, govern access to and use of the website located at www.StateBook.com (“Website”) and the Content (as defined below) and Services (as defined below) available therein. The Website is operated by StateBook International®, Inc. (“StateBook” or “Us” or “We”).
Please read this Agreement carefully. By browsing the Website, accessing the Content and utilizing the Services available thereon, you acknowledge that you have read, understood and agree to be legally bound by these Terms and Conditions and all other operating rules, policies and procedures that my be published form time to time on the Website by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms and Conditions by this reference. These Terms and Conditions apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise. If you do not want to be bound by the terms of this Agreement, do not access or use the Website, the Content or the Services. If you do not agree with or accept any of the terms of this Agreement, you are prohibited from accessing and using the Website, the Content and Services.
StateBook reserves the right to amend this Agreement from time to time in its sole discretion. If we change this Agreement, we will post an updated version on the Website and notify you of such change by posting a notice on the Website or by sending you notice through the Services, via e-mail or by other appropriate means of electronic communication. While we will timely provide notice of modifications, it is also your responsibility to check these Terms and Conditions periodically for changes. You can tell if the Agreement has changed by checking the last revision date that appears at the top. If you have not read the Agreement since the date of the last change, please read it, as the current version will govern your use of the Website, the Content and the Services. Your continued use of the Website after we post a revised version of the Agreement will constitute your acceptance of the revised Agreement.
The Website contains information in the form of data, text, maps, graphics, analyses, screens, documentation, and commentary relating to geographic regions of the world. These materials, and all information appearing on and accessible through the Website, including, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Website, are collectively referred to as the “Content”. For the purposes of this Agreement, “Content” also includes all User Contributions (as defined below).
The term “Services” shall mean all of the tools, applications and functionality provided through the Website, including software and algorithms that enable users to search, identify, select, analyze and display data and other information, compare locations and data, render and display maps and other graphical information, generate reports, and communicate with other entities.
We provide different types of accounts for different types of users. Each type of account has different permissions, and different access to Content and Services. StateBook reserves the sole and exclusive right to determine the Content and Services available to each type of account, and may change the account types and permissions granted to each type of account, at any time without notice or consent.
Individual User — Individual Users are persons and entities who seek to access to the Website, the Content and the Services for free. Individual Users need not register or otherwise create an account with StateBook. An individual User has limited access to and use of the Content and Services. For example, an Individual User can conduct searches and view limited data via the Website. However, Individual Users may not save preferences, or save Content (such as searches, comparisons and reports). Individual Users also do not have access to StateBook’s hosted messaging and other professional services.
Professional User — Persons who want to save preferences and Content, or who want access to StateBook’s messaging and other professional services, must register (subscribe) as a Professional User with StateBook. The Services made available to Professional Users may include the ability to: (1) create, name, save, export and print reports; (2) create and save report templates; and (3) utilize StateBook hosted messaging services. Access to and use of the Website, the Content and the Services for a Professional User is governed by the terms of this Agreement and a Subscription Agreement between StateBook and the Professional User (a “Professional User Agreement”). Professional Users may be required to pay a fee for access to the foregoing and other professional services, in accordance with the Professional User Agreement.
Advertisers — Persons and entities interested in advertising on the Website should contact StateBook regarding available advertising programs and services.
EDO Member — Economic development organizations (“EDOs”) may register (subscribe) to become an EDO Member of StateBook. Access to and use of the Website, the Content and the Services for an EDO Member is governed by the terms of this Agreement, as amended and supplemented by the terms of a Subscription Agreement between StateBook and the EDO and/or an “EDO Membership Agreement” between StateBook and the EDO. StateBook has or will create an EDO profile (“Microsite”) for each participating EDO. In accordance with the terms of the EDO Membership Agreement, an EDO may request access to its EDO profile, which enables the EDO to update information and add content to the Microsite. However, information and content provided by an EDO Member for display on a Microsite will not be published by StateBook until the EDO Member becomes a paid member of StateBook. EDO Members should review the Website, or contact StateBook, for more information about Microsite access and other StateBook programs and services that are available to EDOs.
StateBook may, in its sole discretion, grant Professional Users and EDO Members with access to certain Content and Services on a free, discounted or limited trial basis. StateBook may also, in its sole discretion, grant certain Individual Users with access to premium services on a free, discounted or limited trial basis.
Professional Users and EDO Members with paid accounts must comply with the billing and payment terms accepted when the paid account is created. If you do not comply with those billing and payment, we reserve the right to limit your account privileges, or suspend or terminate your account and your access and use of the Website, Content and Services.
Upon registration, Professional Users and EDO Members create an account with StateBook. During the registration process, you will be asked to select a unique user name (“Username”) and password (“Password”). Each Username and Password can be used by only one user. You are responsible for the confidentiality and use of your Username and Password, and any communications or misuse that occurs via your Username and Password. StateBook is entitled to assume that any access or use of the Website, the Content or the Services using your Username and Password is made by you.
We reserve the right to delete or change your Username and/or Password at any time and for any reason.
If you register with StateBook, you agree to provide true, accurate, and complete information about yourself and/or your organization (“Registration Data”), and to update your Registration Data to keep it true, accurate and complete. StateBook has the right to verify independently, by any lawful means, any information that you transmit to StateBook including, but not limited to, your Registration Data.
The Website, Content and Services are intended to be used for lawful purposes. It is your responsibility to ensure that your use of the Website, Content and Services complies with this purpose, and the terms of this Agreement.
A limited license is granted to you to access and use the Website, Content, and Services in accordance with your type of account, on a revocable, non-exclusive, non-transferable, and non-sublicensable basis. This is a license and not a transfer of title. Under this license, all Users may:
In addition to the foregoing, under this license, Professional Users and EDO Members may also:
Under this license, Users may not, directly or indirectly, without the express written consent of StateBook:
Except for the foregoing limited license granted to you, no other right or license is conveyed, including by implication or estoppel. Any use, reproduction, modification, distribution or republication of the Website, the Content or the Services inconsistent with the foregoing license is strictly prohibited.
If you wish to make any use of the Website, the Content or the Services other than that set forth above, please contact StateBook at: email@example.com
As a condition to use of the Website, Content and Services, you must comply with the following standards (“Content Standards”).
You agree and warrant that you will not:
The Website, the Content and the Services are protected by copyrights, trademarks, trade secrets, and other intellectual property laws on a worldwide basis. You acknowledge that the Website, the Content and the Services are and shall remain the property of StateBook or its affiliates, suppliers, and licensors. You agree to comply with all intellectual property laws with respect to your use of the Website, the Content and the Services.
All trademarks, logos, tag lines, service marks and trade dress displayed on the Website, the Content and the Services (excluding on any advertising) are trademarks belonging to StateBook and/or our affiliated entities (collectively the “Trademarks”). All goodwill generated from the use of the Trademarks will inure to the benefit of StateBook and/or its affiliated entities, as the case may be. Nothing in the Website, the Content or the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks displayed thereon, other than as provided for herein, without our prior written permission.
The Content and Services available through the Website, including, but not limited to the “look” and “feel” of the Website, and the text, graphics, maps, logos, button icons, images, audio or video clips, data compilations, reports, software and functionality thereon, as well as their selection and arrangement, are protected by copyright and/or other intellectual property laws, and are the property of StateBook and/or its affiliates, suppliers, and licensors. StateBook does not grant any express or implied right or license under any copyright or other intellectual property rights in the Website, the Content or the Services, except as authorized in this Agreement.
The Website may include Microsites, message boards, chat rooms, profiles, forums, bulletin boards, calendars of events, and interactive features (collectively, “Interactive Services”) that allow different types of users to submit, publish, and display to others (hereinafter, “Post”) information and materials (collectively, “User Contributions”). All User Contributions must comply with the Content Standards set forth in this Agreement.
By Posting User Contributions, you grant StateBook and its affiliates and service providers, a fully paid-up, royalty-free, perpetual, irrevocable, unlimited, nonexclusive, assignable, worldwide, and fully sub-licensable right to use, edit, modify, truncate, aggregate, reproduce, copy, prepare derivative works of, display, publish, translate, distribute and otherwise disclose and fully exploit such User Contributions throughout the world in any media (including, without limitation, third party websites and feeds), without any notice, consent, compensation or other obligation to you, regardless of whether for commercial or non-commercial purposes in connection with the Website, the Services and our (and our successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Website or the Services (and derivative works thereof), so long as such actions are in the furtherance of the purposes of the StateBook website. Further, EDOs hereby grant StateBook the right to use the EDO’s name in connection with their User Content, if we so choose.
When Posting User Contributions, you represent and warrant that:
As a User, you understand and agree that StateBook’s sole role with respect to User Contributions is to facilitate the exchange of information between Users. While StateBook reserves the right to monitor, edit or remove User Contributions at its discretion, you understand that StateBook does not regularly review User Contributions, is not responsible for their content, and is not liable to you for the content or accuracy of User Contributions. Users should undertake appropriate measures to evaluate the accuracy of User Contributions before relying on such information for any purpose.
Users also understand and agree that StateBook’s sole role with respect to use of StateBook’s Hosted Messaging Service is to facilitate the exchange of information between EDOs and Professional Users. StateBook is not responsible for the content of messages transmitted through this service, and is not liable to you for the content or accuracy messages or responses thereto. Users should undertake appropriate measures to evaluate the accuracy of information received via the StateBook Hosted Messaging service before relying on such information for any purpose.
StateBook does not guarantee that any Content will be made available on the Website or through the Services. We reserve the right to, but do not have any obligation to, (a) remove, edit or modify any Content, in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content, or if we are concerned that you may have violated these Terms and Conditions), or for no reason at all and (b) to remove or block any Content from the Services.
The Website may include information provided by or on behalf of businesses and other entities that offer goods or services including, for example, advertisements and contact information. StateBook does not evaluate the accuracy of information provided by, or associated with, such businesses and entities. Accordingly, Users should research the practices of any person or business offering goods or services via the Website, including the accuracy of representations made about their goods or services, before engaging in any transaction with such entities.
StateBook reserves the right to restrict, suspend or terminate your access to the Website, the Content or the Services. Cause for termination shall include, without limitation: (a) breaches or violations of this Agreement (including any incorporated documents and agreements); (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Content or the Services, or any part thereof; (e) unexpected technical or security issues or problems; (f) engagement by you in fraudulent or illegal activities; and (g) failure to comply with the billing and payment terms set forth in any applicable User or Member Agreement.
Termination of your account may include: (a) removal of access to the Website, the Content and the Services; (b) deletion of your password, preferences, templates and saved Content; (c) barring of further use of the Website, the Content and the Services; and (d) return or destruction of copies of the materials you have made. You agree that termination shall be made in StateBook’s sole discretion and that StateBook shall not be liable for any restriction, suspension or termination of your account, or access to the Website.
StateBook reserves the right to add, change, modify, suspend, remove or discontinue, temporarily or permanently, all or any part of the Website, the Content or the Services at any time, for any reason, without prior notice. You agree that StateBook shall not be liable to you or to any third party for any change, modification, suspension, removal or discontinuance of the Content or the Services. You also agree that StateBook has no responsibility or liability for the deletion or failure to store any passwords, preferences, templates, or content, unless caused by the willful misconduct or negligence of StateBook.
Under this Agreement, you are expressly prohibited from: (a) taking any action that imposes an unreasonable or disproportionately large load on our infrastructure; (b) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services, (c) accessing or attempting to access data not intended for your use, bypassing or attempting to bypass or circumvent any measures used to prevent or restrict access to the Services, or any portion thereof, or logging into a server or account which you are not authorized to access; (d) attempting to probe, scan or test the vulnerability of a system or network or to breach the Website’s security or authentication measures without proper authorization, (e) running any form of auto-responder or “spam” on the Services, (f) using manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (g) harvesting or scraping any Content from the Services, or (h) otherwise taking any action in violation of our guidelines and policies.
StateBook will investigate occurrences which may involve any such attempts or violations, may report them to law enforcement agencies, and may cooperate with law enforcement agencies in prosecuting users who are involved in such violations or attempted violations. Attempts to violate, or violations of, these security rules may result in civil or criminal liability. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms and Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
StateBook may establish general practices and limits concerning use of the Website, the Content and the Services, including, without limitation, the maximum duration or number of times you may access the Website, Content and Services in a given period of time.
To the extent permitted by law, you agree to indemnify, defend and hold harmless StateBook and its officers, directors, owners, agents, employees, information providers, affiliates, suppliers, licensors and business partners (collectively “Indemnified Parties”) from and against any and all liabilities, losses, damages and costs, including, without limitation, attorneys’ fees and court costs, in connection with any claims, actions or demands arising out of your use of the Website and the Content, your Posting of User Contributions, any violation of this Agreement by you, any improper use of your username and password, violation of these Terms and Conditions, or infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any any person or entity. You shall cooperate as fully as reasonably required in the defense of any such claims, actions or demands. StateBook reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of StateBook.
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding (a) which users gain access to the Services, (b) what Content you access via the Services, or (c) how you interpret the Content.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE WEBSITE, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. STATEBOOK, ITS AFFILIATES, PARENTS AND SUBSIDIARIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT OR WEBSITE AVAILABILITY. WITHOUT LIMITING THE FOREGOING, STATEBOOK MAKES NO WARRANTY THAT THE SERVICES OFFERED ON THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT ARE NOT PERMITTED TO BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS OR SUCH LONGER PERIOD AS APPLICABLE LAW REQUIRES.
WEBSITE CONTENT MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS, AND STATEBOOK SHALL NOT BE BOUND THEREBY. STATEBOOK MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE WEBSITE OR ITS CONTENT. BY USING THE WEBSITE, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE, AND YOU AGREE TO USE THE WEBSITE AT YOUR OWN RISK.
STATEBOOK DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL MECHANISMS. IF USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, STATEBOOK IS NOT RESPONSIBLE FOR THOSE COSTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND THE INTERNET GENERALLY.
THIRD PARTIES MAY PROVIDE INFORMATION TO USERS THROUGH THE WEBSITE. STATEBOOK DOES NOT WARRANT THE ACCURACY OF INFORMATION PROVIDED BY THIRD PARTIES, AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE.
IN NO EVENT SHALL STATEBOOK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOSS OF GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR MISINFORMATION) RESULTING FROM THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEBSITE, AND/OR ITS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STATEBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE ABOVE PARAGRAPH MAY NOT APPLY TO YOU. IF THE LIMITATIONS SET FORTH ABOVE ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN STATEBOOK’S MAXIMUM LIABILITY TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE GREATER OF (A) $100.00 OR (B) OR SUCH LARGER AMOUNT AS APPLICABLE LAW REQUIRES.
You may not frame any elements of the Website, the Content or the Services with any other website without the express written consent of StateBook.
You are responsible for the means you use to access the Website and all costs and security risks associated therewith. StateBook is not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Website.
StateBook controls and operates the Website from and within 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. Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct, acceptable content, data transmission, data import and export, and data protection.
If you believe that the Website includes materials that infringe your copyright, or have otherwise been inappropriately posted on the Website, please provide the following information, in writing:
Please forward this information to StateBook at firstname.lastname@example.org or mail it to Us at the address listed at the bottom of this Agreement.
You agree that the laws of the State of New York, without regard to principles of conflict of laws, and any applicable United States federal law, will govern your access and use of the Website, the Content and the Services, interpretation of this Agreement (and any documents and agreements incorporated by reference), and any disputes relating thereto. To the extent permitted by law, you agree to submit to the personal and exclusive jurisdiction of the courts (State and Federal) located within New York in connection with any dispute arising under this Agreement.
You consent to receive electronic communications from StateBook. You also agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. By assenting to this Agreement, you agree that a printed version of this Agreement (and any documents or agreements incorporated by reference herein) entered into by you on the Website in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You understand that while StateBook makes every reasonable effort to secure your information, Internet transmissions are never completely private or secure. Accordingly, you acknowledge that any message or information you send to StateBook or others through this Website, and any Content or Services you access or utilize, may be intercepted by others. We are not responsible for any harm or damages resulting from interception of such information.
These Terms and Conditions are personal to you, and your rights and obligations hereunder are not assignable, transferable or sublicensable by you in whole or in part except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Our Website, Content and Services are all directed to persons who are at least 13 years old or older. Persons under the age of 13 are not eligible to use the Website.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Indemnification, Disclaimer of Warranty, Limitation of Liability, Governing Law, and General Legal Provisions shall survive the termination of this Agreement.
Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
This Agreement, including any documents and agreements incorporated herein by reference, set forth the entire agreement between you and StateBook concerning the Website, the Content and the Services, and supersede all existing or contemporaneous agreements and all other oral, written or other communication between StateBook and you.
All rights not expressly granted herein are reserved by Us.
If you have any complaints, questions or comments about the terms of this Agreement, the Website and/or the Content, or wish to contact Us for any other reason, our contact information is as follows:
Postal Address: StateBook International, Inc. P.O. Box 3659, Kingston, New York 12402