1. Terms of Service
1.1. This Website and services operated from it (“Stellar Library”) are operated by Stellar Software (“we”, “us”, or “our”).
1.2. Through Stellar Library, we provide a data storage service that enables our customers to upload files such as PDF, images, and videos (“Files”) to a browser based library manager (“the Library Manager”) and then allow them to be viewed by selected individuals (“Viewers”) using applications made available via third party communication and software platforms (“Third Party Platforms”).
1.3. By using Stellar Library you (“you” or “your”) agree to be bound by these Terms of Service.
1.4. If you are using Stellar Library in your capacity as an employee, agent, or officer of any other person or a company or other organisation, then you are entering into a contract on behalf of that person, company, or organisation, who will be deemed to be the contracting party for the purpose of these Terms of Service, and you hereby represent to us that you are authorised to do so.
1.5. These Terms of Service, together with any End-User Licence Agreement entered into by you (or by your employees or agents) represent the entire agreement between you and us regarding your use of Stellar Library.
1.6. We may change these Terms of Service and give notice to you by posting amended Terms of Service on this website at any time. Your subsequent use of Stellar Library will be deemed your acceptance of the amended Terms of Service.
2. Our Services
2.1. The service we provide for the Stellar Library, and our fees, will be as advised on this website from time to time. You acknowledge that you have read and understood how the Stellar Library and its fee structure works.
2.2. If you use Stellar Library’s Library Manager, we are not responsible for the accuracy, relevance, quality, or significance of your Files or for the arrangement or compilation of your Files.
2.3. The Library Manager can only be accessed by you and your Viewers using Third Party Platforms as advertised on this website from time to time. Before subscribing, please ensure you have read and understood the end-user licence agreement for those Third Party Platforms. You or your Viewers may be required to possess certain minimum hardware components and internet connections to use the Stellar Library and/or Library Manager.
3. Your Responsibilities and Warranties
3.1 You acknowledge and agree that:
a) You will use the Stellar Library solely for the purpose of collating, compiling, storing and distributing material which you are permitted to copy and distribute, and then only in the manner in which you are permitted to do so.
b) You are solely responsible for how you collate or manage your Files.
c) You are responsible for ensuring that in using Stellar Library you comply with all laws applicable to you at all times, and with our Code of Conduct set out further down these Terms of Service. In particular, you are responsible for ensuring that you and your Viewers do not infringe the copyright or other intellectual property rights, or invade the privacy, of any other person. You will seek advice if you are unsure before uploading any Files.
d) You are responsible for ensuring you have backup copies of your Files. If your Subscription is terminated or cancelled, you will not be able to access your Files.
e) You are responsible for ensuring that you and your Viewers have lawful access to the Third Party Platforms to the extent necessary to use the Library Manager.
3.2 You warrant to us that any Files you make available via the Library Manager will be either works in which you own the copyright or works which you are authorised to copy, distribute, issue to the public or otherwise communicate in that manner.
4.1 Our customers use our Services by purchasing a subscription (“Subscription”) to our Library Manager.
4.2 You will pay for all fees pertaining to your Subscription according to the services you select. By buying a Subscription you agree to pay all applicable fees at the time that payment falls due, and that we may deduct your credit card for those fees at that time. Changes to your Subscription may result in changes to the applicable fees, and in such cases the fees will be pro-rated.
5. Refunds and cancellation
5.1 A full refund will be made with cancellation if requested within the first seven days of service. After that, We will not be obliged to refund any payment or credit you for any unused subscription except as required by law. However, if you choose to downgrade your Subscription part way through a month, we may offer a pro-rated credit for the unused portion of your Subscription that month.
5.2 The notice period of termination of your subscription is 30 days prior to your annual /monthly renewal date.
6. Intellectual property
6.1 Subject to clause 6.2, all copyright, trade marks and other intellectual property rights subsisting in or in relation to Stellar Library are and will remain our sole property or property licensed to us.
6.2. We acknowledge that we do not own copyright in any Files you upload to your Library Manager.
6.3. You may not remove our trade marks, copyright symbols, or any other statement or device which asserts our intellectual property rights from any other materials you download from Stellar Library or from Library Manager.
7. Privacy and use of your information
7.1. We will use any information you give to us about you or your business and which identifies you or any of your clients or associates only for the purpose for which it is supplied to us and will not use it for any other purpose or supply it to any third party except as required by law or authorised by you.
7.2. You agree that we may access your Library Manager where it is necessary to do so for technical maintenance or to meet our legal obligations.
7.3. We reserve the right to change, suspend, remove, limit or disable your access (or the access of any of your Viewers) to any Library Manager services at any time without notice if we (acting reasonably but in our sole discretion) consider that doing so is necessary to comply with the law or to protect the integrity or reputation of Stellar Library, including but not limited to the following circumstances:
a) if required by the laws of any relevant jurisdiction;
b) if we have reason to believe or are notified of any allegation that any of your Files infringe or the provision of access to the Library Manager by us infringes the legal rights of another person in any applicable jurisdiction;
c) if you breach our code of conduct set out in these Terms of Service; or
d) if our internet access is disrupted or our servers or software are attacked, threatened, or compromised.
In no event will we be liable for such change, suspension, removal, limitation or disabling.
7.4 We may take down any and all of your Files:
a) with your written permission,
b) as required by the laws of any applicable jurisdiction; or
c) if we have reason to believe or are notified of any allegation that any of your Files infringe the legal rights of another person in any applicable jurisdiction;
d) (irrespective of which country’s laws govern these Terms of Service). In no event will we be liable for taking down your Files in any of the foregoing circumstances.
7.5 We may use aggregate information (in a non-identifiable form) supplied to us by you for our own business purposes including for the improvement of Stellar Library and our related services.
7.6 We may send you electronic messages which facilitate, complete, or confirm any transaction you enter into with us in relation to Stellar Library.
7.7 We may send you commercial electronic marketing messages relating to our other goods and services and other information of related interest if you consent by ticking the applicable box during the registration process. We will stop sending you such messages if we receive a request to stop from you.
8.1. We may run routine tests, undertake maintenance, or upgrade any part of Stellar Library or our Service. We will make reasonable endeavours to post a notice on our blog in advance of material changes or interruptions, but we will not be liable for any disruption to the Service if the circumstances mean that we are unable to give notice or you do not receive that notice.
9. Retention, return and deletion of your of Files
9.1. YOU ARE SOLELY RESPONSIBLE FOR DOWNLOADING AND STORING YOUR FILES IN AN ALTERNATIVE LOCATION BEFORE TERMINATION, CANCELLATION OR EXPIRY OF YOUR SUBSCRIPTION; AND FOR ENSURING AT ALL TIMES THAT YOUR VIEWERS HAVE AN ALTERNATIVE MEANS OF ACCESSING YOUR FILES.
9.2. WE RECOMMEND THAT YOU KEEP YOUR OWN BACKUP OF IMPORTANT FILES AT ALL TIMES AND DO NOT USE STELLAR LIBRARY AS THE SOLE REPOSITORY.
10.1. We will send all notices to you about your Subscription to the email address you provide when you register for your Subscription.
10.2. You must send all notices to us to about your Subscription or these Terms of Service by email to: email@example.com
11. No warranty
11.1. You understand that the Stellar Library service operates on Third Party Platforms, and that we are not responsible for any failure by those third parties.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE STELLAR LIBRARY IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE STELLAR LIBRARY AND ANY THIRD PARTY PLATFORMS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE STELLAR LIBRARY, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE STELLAR LIBRARY WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF STELLAR LIBRARY OR THIRD PARTY PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE STELLAR LIBRARY OR THIRD PARTY PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE STELLAR LIBRARY OR THIRD PARTY PLATFORM PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
11.2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL STELLAR LIBRARY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF STELLAR LIBRARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Stellar Library’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty New Zealand dollars (NZ$50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
11.3. YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU:
a) KEEP YOUR LOG-IN DETAILS AND PASSWORD SECURE AND CONFIDENTIAL;
b) HAVE BACKUP COPIES OF ALL FILES; AND
c) COMPLY WITH ALL LAWS RELATING TO THE STORAGE, COPYING AND TRANSMISSION OF FILES.
11.4 YOU ACCEPT ALL RISK AND ANY LIABILITY ARISING FROM YOUR USE OF STELLAR LIBRARY AND THE SERVICES. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST FILES, OR DAMAGES (INCLUDING SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES) OR ANY CLAIMS, PROCEEDINGS, COSTS, DEMANDS, LIABILITIES AND EXPENSES INCURRED BY YOU ARISING OUT OF OR RELATING TO YOUR USE OF STELLAR LIBRARY OR THE SERVICES, OR BY ANY THIRD PARTY ACCESSING YOUR FILES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR EQUITY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
11.5. YOU AGREE TO INDEMNIFY US AND OUR LICENSORS AGAINST ALL ACTIONS, PROCEEDINGS, COSTS, CLAIMS, DEMANDS, LIABILITIES AND EXPENSES WHATSOEVER ARISING FROM ANY OF THE FOLLOWING:
a) YOUR USE OF STELLAR LIBRARY AND THE SERVICES;
b) YOUR BREACH OF THESE TERMS OF SERVICE;
c) YOUR VIEWERS’ USE OF STELLAR LIBRARY.
12. Code of conduct
12.1. You must use Stellar Library responsibly, lawfully, and in good faith.
12.2. You must not use any password except that allocated to you. You must keep all passwords secure and no provide or disclose them to any unauthorised persons. Should say, should not use any ‘username’ except that allocated to you.
12.3. You must refrain from any acts or omissions which:
a) are misleading or unlawful or likely to be so; or
b) call us or Stellar Library into disrepute, or are likely to do so.
12.4. You may not violate or attempt to violate our website or interfere with our services in any way, including but not limited to:
a) logging into a server or account that you are not authorised to access;
b) accessing Files or taking any action to obtain services not intended for you or your use;
c) attempting to probe, scan, or test the vulnerability of any system, subsystem or network;
d) tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures without proper authorization;
e) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer’s functionality or the System;
f) interfering with, intercepting or expropriating any system, Files or information; or
g) interfering with service to any user, host, or network including, without limitation, by means of overloading, “flooding”, “mailbombing”, or “crashing” any computer system.
12.5 You must not use Stellar Library to send bulk unsolicited messages to persons with whom you have no prior connection or association.
12.6 You must not infringe or violate the legal rights of any other person in the course of using Stellar Library.
13. Termination or cancellation
13.1 Your access to Stellar Library and any licence granted to you under these Terms of Service will expire upon expiry, termination or cancellation of your Subscription.
13.2 We may at our discretion suspend or terminate your Subscription and deny you access to the Library Manager immediately by giving notice by email if you breach these Terms of Service.
13.3 The following clauses of these Terms of Service will survive termination of these Terms of Service, or termination or expiry of any licence granted under them: 6 (Intellectual Property), 7 (Privacy and Use of Files), 9 Retention, return and deletion of your Files), 10 (Notices), 11 (No warranty), 13 (Termination or cancellation), 14 (Assignment), 15 (Governing law), 16 (Invalid terms severable), 17 (No Waiver), 18 (Definitions).
13.4 Termination, cancellation or expiry of your Subscription or of these Terms of Service will not deprive either you or us of any rights in relation to any breach of these Terms of Service.
14.1 You may not assign your rights or obligations under these Terms of Service or your Subscription without our express written consent.
15. Governing law
15.1 These Terms of Service will be construed in accordance with the laws of New Zealand, and in terms of the enforceability of these Terms of Service shall be deemed “in writing” and “accepted” by both parties. Any disputes arising out of this these Terms of Service or their subject matter shall be referred to and finally resolved by arbitration in Auckland, New Zealand, in accordance with the Arbitration Act 1996 of New Zealand or any re-enactment of that Act. The arbitration will be by one arbitrator, to be agreed upon by the parties. If the parties fail to agree upon an arbitrator within 21 (twenty-one) days, an arbitrator will be appointed by the President of the New Zealand Law Society or his/her nominee. The language of arbitration shall be English.
15.2 Nothing in this Agreement prevents a party from issuing court proceedings in relation to any dispute that requires urgent or interim relief, and for this purpose the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
16. Invalid terms severable
16.1. If any of the terms, conditions or provisions in these Terms of Service are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, then such term, condition or provision will to that extent be severed from the remaining terms, conditions or provisions which will continue to be valid.
17. No waiver
17.1 If we waive any of our rights in relation any breach by you of these Terms of Service, that waiver will not be a continuing waiver in relation to other breaches by you.
18.1 In these Terms of Service:
a) “Stellar Software” means Stellar Software Limited and its licensors, assignees, agents, officers, and advisors, and “we”, “our” and “us” have a corresponding meaning.
b) the singular includes the plural and vice versa;
c) headings are for convenience only and do not affect the interpretation of the terms.