Terms and conditions

THIS AGREEMENT WAS LAST UPDATED ON JUNE 14 , 2006

YUPNOPE is an online service (the "Service") offered to enable users to add, find and vote on items added by themselves or other YUPNOPE users (the "Members").

This legal agreement is made between You and Us ("Agreement"). Please read this Agreement carefully before registering for the Service. By registering for the Service, You become a YUPNOPE member and You agree to be bound by the terms and conditions of this Agreement for as long as You continue to be a Member.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT REGISTER FOR THE SERVICE. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE SUBJECT TO CHANGES MADE BY US AT ANY TIME, EFFECTIVE UPON NOTICE TO YOU, WHICH NOTICE SHALL BE DEEMED TO HAVE BEEN PROVIDED TO YOU UPON OUR POSTING OF THE CURRENT VERSION OF THIS AGREEMENT ON THE SERVICE AND YOUR ACCEPTANCE OF SUCH AMENDED TERMS AND CONDITIONS SHALL BE DEEMED THROUGH YOUR CONTINUED USE OF THE SERVICE.

In this Agreement, the following words have the following meanings unless the context requires otherwise:

"Agreement" means the agreement between You and Us incorporating these terms and conditions for the provision of the Services, as amended from time to time in accordance with the terms and conditions set forth herein;

"We", "Us", "Our" means Starscale Inc.; and

"You", "Your", "Yourself" means the person who registers for this Service, accepts the terms and conditions of this Agreement and whose application for membership is accepted by Us.

1. Provision of the Services . Eligibility
YUPNOPE is not intended to be accessed or used by minors. You represent and warrant that You have attained the age of majority and are no longer legally a minor in your jurisdiction of residence.

2. Access to Service
(a) During the registration process we will ask You to create a username and a password. Because any activities that occur under Your username or password are Your responsibility, it is important for You to keep Your username and password secure. Notify Us immediately if You believe that someone has used Your username or password without Your authorization.
(b) Use of manual or automated software, devices or other processes to vote or rate Members or to "crawl" or "spider" any web pages contained in the YUPNOPE website is strictly prohibited. You agree not to take any action that interferes with the proper working of or places an unreasonable load in our opinion, on Our infrastructure.

3. Use of Services
(a) The Services are provided subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the Services shall include (without limitation):
(i) obtaining, or attempting to obtain the Services by re-arranging, tampering with, or making connection with any of Our facilities or by any trick, scheme, false representation, or by or through any other fraudulent means or devices whatsoever;
(ii) attempting to, or actually obtaining, accessing, altering, or destroying Our data files, programs, procedures and/or information of Our third party suppliers or any third party accessing the Services;
(iii) assisting another to perform the acts prohibited in (i) or (ii) above;
(iv) accessing the Services in such a manner as to interfere unreasonably with Our access or access by any other Member.
(b) You understand and agree not to use YUPNOPE to:
(i) Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable;
(ii) Use the Service for any illegal purpose, including but not limited to conspiring to violate laws;
(iii) Falsely state, impersonate, or otherwise misrepresent your identity to Us;
(iv) Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(v) Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
(vi) Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, .junk mail,. .spam,. .chain letters,. .pyramid schemes,. or any other form of solicitation;
(vii) Stalk or harass anyone;
(viii) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Service; and
(ix) Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

4. Your Undertakings
You undertake:
(a) not to create and/or introduce into the Service any virus or other destructive or contaminating program nor advise any other party how to do so;
(b) to maintain confidentiality of Your username and password and other confidential information relating to access to the Service.

5. Privacy
(a) When you register for the Service we may ask You to provide Us with certain personal information about yourself including, without limitation, your name, address, telephone number, e-mail or other electronic address (collectively, "Your Information"). Please review Our Privacy Policy (http://yupnope.com/privacy) for clarification on how We may use Your Information and other information that you may provide or submit while using the Service. You agree that all Your Information that you provide to Us is complete, accurate and up to date. You will notify Us of any changes to Your Information. If you fail to update Your Information or if all or part of Your Information is (or appears to be) untrue, inaccurate, or incomplete We may suspend or terminate your membership and refuse any and all current or future use of the Service.
(b) Without limiting any of the foregoing, You are responsible for ensuring that the email address You submit as part of Your registration and during the course of Your membership is valid and that the services, software or systems You use to access Your email ("email Systems") do not block or filter Our Communications.
(c) In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, or to ensure the integrity and operation of Our business and systems, We may access and disclose any information We consider necessary or appropriate, including, without limitation, Your Information, IP address and traffic information and usage history. Our right to disclose any such information shall govern over any terms of our Privacy Policy (http://yupnope.com/privacy).
(d) In the course of providing the Services to You, We may need to communicate with You via e-mail. You agree to receive e-mails which are specific to Your account and necessary for the normal functioning of the Services (collectively, the e-mails referred to herein are the "Communications").

6. Proprietary Rights
We own and retain all proprietary rights in the Service. The Service contains the copyrighted material, trademarks, and other proprietary information of Ours. You agree that you will not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

By posting information or content to any public area of the Service and/or by voting for Members, You automatically grant, and You represent and warrant that You have the right to grant, to Us an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

7. Exclusion of Warranties/Limitation of Liability
(a) YOU ACCEPT THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, FITNESS FOR PURPOSE, TITLE OR NON-INFRINGEMENT. WHERE PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED WITHOUT ANY WARRANTY WHATSOEVER AND YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.
(b) EXCEPT FOR SUCH LIABILITY AS WE MAY NOT IN LAW EXCLUDE WE ARE NOT LIABLE AND WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE; DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, WHICH RESULTS OR MAY RESULT FROM YOUR USE OF THE SERVICE (INCLUDED BUT NOT LIMITED TO DELETION OR LOSS OF FILES, DEFECTS OR DELAYS IN TRANSMISSION OR ANY FAILURE OF OUR SERVER OR THE INTERNET) OR YOUR ACCESS TO THE SERVICE OR USE THEREOF FOR ANY PURPOSE WHATSOEVER OR FOR ANY RELIANCE ON OR USE OF INFORMATION, SERVICE OR GOODS PURCHASED ON OR VIA THE SERVICE OR THROUGH USE OF THE INTERNET. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US FOR ANY REASON WHATSOEVER, IS TERMINATION OF THE SERVICE AND THIS AGREEMENT BY IMMEDIATELY DISCONTINUING TO USE THE SERVICE.
(c) WE DO NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY MEMBER PROFILE, ADVICE, OPINION OR STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SERVICE.
(d) The above warranties are in lieu of all other warranties, express or implied and is Your sole remedy hereunder.
(e) We are not liable to You or any other person or entity for any act or omission of any other party furnishing information, products or services to You via Our website. Nor will We be liable for any damage or loss due any fault or negligence of Yours, or for the failure of any information, products or services provided to You via the Service.
(f) We are not responsible in contract or in tort for the unauthorised access to; or alteration, theft or destruction of files, programs, or information of Yours by any person through accident or by fraudulent means or devices, even if such loss or damage occurs as a result of Our own negligence.
(g) The Service may from time to time contain links to other internet sites and resources ("External Links"). You acknowledge that We are not responsible for, and have no liability as a result of, the availability of External Links or their contents. We suggest that You review the terms of use and privacy statement of such External Links prior to the use of them.

8. Indemnities
(a) You agree to indemnify Us, our officers, directors, employees and agents and keep Us, our officers, directors, employees and agents indemnified at all times against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever, (including legal and other fees and disbursements) howsoever sustained, incurred or paid by Us directly or indirectly in respect of:
(i) Your access and use of the Service and any access or use of the Service by anyone using Your username and/or password with or without Your consent;
(ii) any information, data or material produced, transmitted or downloaded by You;
(iii) Your breach of any of the provisions of these Terms or of any law, code or regulation relating thereto, to the internet or to other Members.
(b) You agree to cooperate as fully as We may reasonably require in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by You; provided, however, You shall remain liable for any such claim.

9. Force Majeure
We will not be responsible for any delay in, or failure of, the Service due to any occurrence commonly known as force majeure; including war, riots, embargoes, strikes, or other concerted acts of workmen; casualties or accidents, or any other causes, circumstances, or contingencies beyond Our control, which prevent or hinder Our performance of any of Our obligations hereunder.

10. Termination
We will be entitled to terminate this agreement immediately if We discover You are or have been in breach of any term, condition or provision of this Agreement or any code of conduct detailed on the YUPNOPE website or as laid down by any legal, regulatory or other authority or body in relation to the internet or the Service. You may self-terminate this Agreement by discontinuing use of the Service.

11. Waiver
Our failure or neglect to enforce at any time any of the provisions of these Terms shall not be construed nor shall be deemed to be a waiver of Our rights nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Our rights to take subsequent action.

12. Assignment
Neither this Agreement nor the benefit of the Service may be assigned or transferred by You whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without Our written consent.

13. Notices
Any notice required or permitted under this Agreement or required by statute, law or regulation shall (unless otherwise provided for) be in writing and shall be delivered in person, sent by registered mail or air-mail as appropriate, properly posted and fully pre-paid in an envelope properly addressed or sent by facsimile or e-mail. All notices to Us shall be made to Our address located at http://yupnope.com/ and all notices to You shall be to the address most recently communicated to Us. Any such notice shall be in the English language and shall be considered to have been received on the next working day following postal delivery, facsimile or e-mailing.

14. Agreement
This Agreement supersedes any prior arrangements, understandings, promises or agreements made or existing between the parties and constitute the entire understanding between the parties. Except as otherwise provided in this Agreement, no addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.

15. Headings
The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

16. Severability
In the event that any or any part of the terms, conditions or provisions contained in this Agreement shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

17. Governing Law
(a) The parties hereby agree that this Agreement shall be construed in accordance with the laws of the Province of Nova Scotia, Canada and the parties submit to the non-exclusive jurisdiction of the Nova Scotia courts and the federal court applicable within the Province. The United Nations Convention or Contracts for the International Sale of Goods shall not apply to this agreement.
(b) Les parties acceptent d'un commun accord que la presente entente soit redigee en anglais.
(c) The parties specifically agree that the performance of this Agreement, in all its aspects, does not take place outside the jurisdiction of the Province of Nova Scotia, Canada.

DATA PROTECTION

By agreeing to become a Member, You agree that We may use Your personal information to manage Your membership. We respect the personal information of Members and restrict use of the same and that We may contact You, electronically or otherwise, with promotions or advertising, information or data concerning or related to the Service.