End User License Agreement
STARSEER, INC.
Last Modified: August 31, 2026
This End User License Agreement (this “Agreement” or “EULA”) is a binding contract between you (“Customer,” “you,” or “your”) and Starseer, Inc. (“Provider,” “we,” “us,” or “our”). This Agreement governs your access to and use of the Software or Hosted Services (defined below).
ACCEPTANCE. By executing an Order, downloading the Software, or accessing the Hosted Services, you: (a) acknowledge that you have read and understand this Agreement; (b) represent that you have authority to bind your organization; and (c) accept this Agreement and agree to be legally bound by its terms. If you do not agree, you may not access or use the Software or Hosted Services and must immediately delete any downloads. The “Effective Date” of this Agreement is the earlier of: (a) the date Customer executes an Order; (b) the date Customer downloads the Software; or (c) the date Customer first accesses the Hosted Services.
AI TECHNOLOGY NOTICE. THE SOFTWARE AND SERVICES USE ARTIFICIAL INTELLIGENCE TECHNOLOGY THAT AUTONOMOUSLY OR PARTIALLY AUTONOMOUSLY PROCESSES DATA THROUGH NEURAL NETWORKS, MACHINE LEARNING, LARGE LANGUAGE MODELS, OR SIMILAR TECHNIQUES TO GENERATE CONTENT AND MAKE PREDICTIONS OR RECOMMENDATIONS. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, OR HARMFUL. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL AI OUTPUTS BEFORE USE.
INCORPORATED POLICIES. This Agreement incorporates Provider’s policies at www.starseer.ai/legal, including but not limited to:
– Data Processing Addendum (DPA – Hosted Services only)
– Acceptable Use Policy (AUP)
Provider may update these policies with 30 days’ notice for material changes (immediate for non-material changes). Continued use constitutes acceptance.
NO SERVICE LEVEL AGREEMENT. Provider makes no commitments regarding uptime, availability, performance, or response times for the Software or Services unless a service level agreement (SLA) is separately purchased and specified in an Order.
1. Definitions.
Capitalized terms used in this Agreement have the definition given to them below in this Section or elsewhere in this Agreement. If not defined, capitalized terms used in this Agreement have their plain English (U.S.) meaning.
(a) “Aggregated Statistics” means data and information related to Customer’s use of the Software or Hosted Services that Provider collects and compiles in an aggregated and anonymized manner.
(b) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software or Hosted Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Software or Hosted Services has been purchased under an Order.
(c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Software or Hosted Services.
(d) “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Software or Hosted Services provided by Provider to Customer.
(e) “Feedback” means any communications, suggestions, recommendations, changes, ideas, know-how, concepts, techniques, or other content Customer or its employees, contractors, or agents send to Provider regarding the Software or Hosted Services.
(f) “Hosted Services” means the hosted version of the Software provided by Provider under this Agreement, where Provider hosts and operates the Software and Customer accesses it remotely via Provider’s platform, as further described in the applicable Order.
(g) “Inputs” means all information, data, materials, work, and other content that are uploaded, submitted, posted, transferred, transmitted, or otherwise received by the Provider’s AI System from a source external to the Provider’s AI System, including Customer Data and Training Data.
(h) “Intellectual Property Rights” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patents, moral rights, sui generis or other rights in data or databases, contract rights, and all applications and registrations related thereto.
(i) “Outputs” means all information, data, product, content, and results generated by the Provider’s AI System and Software and Hosted Services.
(j) “Provider’s AI System” means Provider’s proprietary artificial intelligence technology incorporated into the Software and Hosted Services, including all models, algorithms, and associated documentation.
(k) “Provider IP” means the Software, Hosted Services, Documentation, and all intellectual property rights therein, including Aggregated Statistics and any derivatives thereof. For the avoidance of doubt, Provider IP includes Training Data, Training Instructions, and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Software or Hosted Services.
(l) “Software” means Provider’s proprietary computer software programs, applications, and AI System, including all object code, source code (if applicable), executable files, libraries, modules, components, algorithms, and data models, together with any updates, patches, bug fixes, enhancements, or new versions thereof that Provider may provide to Customer during the Term. The Software may be accessed via Hosted Services or deployed on Customer’s premises or infrastructure pursuant to the deployment models described in Section 2(a).
(m) “Term” means the term of this Agreement as set forth in Section 15(a).
(n) “Third-Party AI Systems” means any AI models, machine learning systems, large language models, neural networks, or other artificial intelligence technologies or services that are owned, operated, or provided by third parties (not Provider) and that are incorporated into, accessed through, or made available via the Software or Hosted Services. Third-Party AI Systems are a subset of Third-Party Products. Provider will identify Provider-Integrated Third-Party AI Systems in the Documentation, which may be updated from time to time as the Software and Hosted Services evolve.
(o) “Third-Party Products” means any products, content, software, services, information, websites, or other materials that are owned by third parties and are incorporated into, accessible through, or interoperable with the Software or Hosted Services, including Third-Party AI Systems. Third-Party Products include both: (i) those integrated by Provider into the Software or Hosted Services (“Provider-Integrated Third-Party Products”); and (ii) those connected or enabled by Customer through the Software or Hosted Services, including via API keys or other credentials (“Customer-Connected Third-Party Products”).
(p) “Training Data” means the data and datasets that Provider, or its licensors, uses or provides in order to train or develop the Provider’s AI System.
(q) “Training Instructions” means any and all documentation, methodologies, and training materials or instructions developed or used by Provider, or its licensors, for the purpose of training the Provider’s AI System.
2. Deployment Models and Applicability.
(a) Deployment Models. The Software and Hosted Services may be deployed in the following models: (i) Hosted Services – Provider hosts and operates the Software, and Customer accesses the Hosted Services remotely via Provider’s platform; and (ii) On-Premise Deployment – Customer downloads, installs, and operates the Software within Customer’s own infrastructure or computing environment.
(b) Applicability of Terms. Throughout this Agreement, provisions marked “[Hosted Services Only]” or “[On-Premise Only]” apply solely to the specified deployment model. All other provisions apply to both deployment models unless context clearly indicates otherwise.
(c) Feature and Version Differences. Customer acknowledges that features, functionality, performance, updates, and Provider’s AI System capabilities may differ between Hosted Services and On-Premise Deployments due to architectural, security, or operational differences. Provider is not obligated to maintain feature parity, version parity, or synchronized release schedules between deployment models. The specific features and capabilities provided under each deployment model are as specified in the applicable Order and Documentation.
3. Orders.
All Software and/or Hosted Services are as specified in orders entered into by the parties referencing or attached to this Agreement (each, an “Order”). Provider will have no obligation or responsibility with respect to any Order until accepted by Provider. Once accepted by the Provider, each Order will constitute a part of this Agreement. Only the terms of each Order accepted by Provider will constitute a part of this Agreement, and any terms contained in any other document that Customer may provide to Provider, including any other terms provided in connection with any Customer Purchase Order and/or Customer RFP, are void, of no force or effect, and will not be enforceable against or otherwise bind Provider. If there is a conflict between any Order and the terms contained in this EULA, the applicable terms contained in this EULA will control unless the Order expressly indicates that it is intended to supersede the applicable terms in this EULA.
4. Access and Use.
(a) Provision of Access. Subject to Customer’s payment of Fees and compliance with this Agreement (including the applicable Order), Provider grants Customer and its Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software or Hosted Services during the Term solely for Customer’s internal business purposes, solely in the territory specified by Provider, and solely in accordance with this Agreement. Provider shall provide:
(i) For Hosted Services: necessary passwords and access credentials to allow Customer to access the Hosted Services via Provider’s platform; or
(ii) For On-Premise Deployments: a limited license to download, install, and use the Software within Customer’s internal environment, for the number of instances, users, or systems specified in the Order. Customer shall not host, make available, or distribute the Software to any third parties. Provider may require Customer to install updates, patches, or security releases, and Customer agrees to install such updates promptly. Provider may provide download access through a designated download portal, download links, access credentials, or other electronic delivery method specified by Provider.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider grants Customer and its Authorized Users a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with Customer’s permitted use of the Software and Hosted Services.
(c) On-Premise Compliance Verification. [On-Premise Only] For On-Premise Deployments, Customer shall:
(i) Enable license verification mechanisms, usage telemetry, or product key authentication where technically feasible and permitted by Customer’s security and operational requirements; OR
(ii) If technical verification is not feasible or permitted, provide Provider with annual written attestation, signed by an authorized officer of Customer, certifying: (A) the number of Authorized Users accessing the Software; (B) the number of instances or installations of the Software; (C) compliance with the scope limitations specified in the applicable Order; and (D) a statement that Customer has not discovered any unauthorized use, copying, or distribution of the Software.
(iii) Upon thirty (30) days’ prior written notice, no more than once per calendar year, permit Provider or its designated third-party auditor to verify Customer’s compliance with the license terms during Customer’s normal business hours in a manner that does not unreasonably interfere with Customer’s operations. Any such audit shall be subject to reasonable confidentiality protections for Customer’s systems and data.
(iv) Audit Costs and Fees. If any audit conducted pursuant to this Section 4(c) reveals unauthorized use, Customer shall pay Provider’s reasonable audit costs. In any action or proceeding to enforce this Section 4(c), the prevailing party shall be entitled to recover reasonable attorneys’ fees, expert witness fees, and costs.
(d) Ownership and Feedback. As between Customer and Provider:
(i) Provider and its licensors own all rights, title, and interest, including all Intellectual Property Rights, in and to the Provider IP; and Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and Outputs, subject to the licenses granted herein.
(ii) Customer hereby grants to Provider a perpetual, irrevocable, worldwide, royalty-free license to use Outputs, and to permit Provider’s affiliates, contractors, and service providers to use Outputs on Provider’s behalf, solely for: (A) providing Software and Hosted Services to Customer; (B) developing, improving, and enhancing the Provider’s AI System, Software, and Hosted Services generally, provided that such Outputs are first anonymized and aggregated such that they cannot reasonably identify Customer or any individual; and (C) creating benchmarks, performance metrics, and statistical analyses in anonymized and aggregated form.
(iii) Provider owns all Aggregated Statistics and may use them to the extent permitted under applicable law.
(iv) [Hosted Services Only] Provider may compile Training Data from anonymized and aggregated Inputs and Outputs. Provider may monitor Service usage for compliance enforcement.
(v) [On-Premise Only] Provider has no access to data processed within the Software. Customer may voluntarily provide usage data, error logs, or feedback. If provided, Provider may use such data per Section 4(d)(ii), and Section 11.
(vi) Customer grants Provider all rights in Feedback without restriction and assigns all Intellectual Property Rights in Feedback to Provider. Provider may use Feedback for any purpose without attribution or compensation. Feedback is non-confidential.
(e) Use Restrictions. Customer shall not, and shall not permit any Authorized Users or other third parties to, use the Provider IP for any purposes beyond the scope of the licenses or access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or other third parties to:
(i) copy, modify, or create derivative works of the Provider IP, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Provider IP except as expressly permitted under this Agreement;
(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access other than as permitted herein to any software component (including any source code) of the Provider IP, in whole or in part;
(iv) use the Provider IP in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Provider IP;
(v) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any portion of the Provider IP;
(vi) monitor the availability, performance, or functionality of the Provider IP;
(vii) interfere in any manner with the operation or hosting of the Provider IP or attempt to gain unauthorized access to the Provider IP;
(viii) remove, alter, or obscure any proprietary notices from/on the Provider IP;
(ix) use the Provider IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or that violates any applicable law, regulation, or rule;
(x) use the Provider IP for the purpose of reverse engineering, deriving the trade secrets of, or discovering the architecture of any Third-Party Products;
(xi) use the Provider IP in a manner that violates the terms of service, terms of use, privacy policy, acceptable use policy, or other contractual arrangements that Customer or any of its Authorized Users have with a third party; or
(xii) perform any security testing, vulnerability scanning, or “hardening” analysis on any Third-Party Products without permission from the supplier or licensor thereof.
If any of the foregoing violations occur, Customer shall immediately notify Provider. Provider has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Provider IP.
(f) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any Intellectual Property Rights or other right, title, or interest in or to the Provider IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Software or Hosted Services if:
(i) Provider reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Software or Hosted Services to Customer or any other Authorized User is prohibited by applicable law, act of government authority, or by a Force Majeure Event;
(ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any Third-Party Products required to enable Customer to access the Software or Hosted Services; or
(iii) in accordance with Section 9 (any such suspension described in subclause (i), (ii), or (iii), a “Suspension”).
For On-Premise Deployments where remote suspension is not technically feasible, Provider may exercise its suspension rights by: (A) providing written notice to Customer requiring immediate cessation of use; (B) revoking or refusing to renew license keys or access credentials; (C) exercising its rights under Section 7(f) (On-Premise Compliance and Remedies); or (D) seeking injunctive relief as provided in Section 7(g).
Provider shall use commercially reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to the Software or Hosted Services following any Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Software or Hosted Services as soon as reasonably possible after the event giving rise to the Suspension is cured. PROVIDER WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF REVENUE OR PROFITS), OR ANY OTHER CONSEQUENCES THAT CUSTOMER OR ANY OTHER AUTHORIZED USER MAY INCUR AS A RESULT OF A SUSPENSION.
5. Trial and Proof-of-Concept Use.
If the Order specifies that the license type is “Trial,” “Proof-of-Concept,” “Evaluation,” or similar designation (a “Trial License”), then this Agreement governs such Trial License subject to the following modifications:
(a) Trial License Grant. Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software or Hosted Services solely for internal evaluation purposes and not for production use. Customer acknowledges that Trial Licenses may not include all features, functionality, or capabilities available in paid versions of the Software or Hosted Services, and that features available during the trial period may not be available after conversion to a paid license. The specific features available in Trial Licenses are provided “as is” without any guarantee of feature parity with paid versions or future availability.
(b) No Fees. Trial Licenses are provided at no charge unless otherwise stated in the Order.
(c) Trial Exclusions. Trial Licenses have not undergone and may not be subject to security audits, compliance certifications, or regulatory assessments (such as SOC 2, ISO 27001, HIPAA, FedRAMP, or similar certifications) that may apply to paid versions of the Software or Hosted Services. Customer shall not use Trial Licenses to process any regulated data, protected health information (PHI), payment card information (PCI), or other sensitive data subject to regulatory compliance requirements.
(d) Prohibited Uses. Customer may not use Trial Licenses for: (i) competitive analysis; (ii) benchmarking against competing products; or (iii) external demonstrations to third parties, without Provider’s prior written consent.
(e) Trial Specific Terms. For Trial Licenses the following additional terms apply:
(i) One Trial Per Customer: Customer is entitled to one Trial License per legal entity (no multiple registrations, no repeat trials after expiration); Provider may, in its sole discretion, grant exceptions to this limitation for legitimate business purposes.
(ii) No Production Use: Trial Licenses are strictly limited to internal evaluation, testing, and proof-of-concept purposes. Customer shall not use Trial Licenses for production or processing of live customer/business-critical data; PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CONSEQUENCES OF PRODUCTION USE OF TRIAL LICENSES.
(iii) No Combining with Paid: Customer may not use Trial Licenses concurrently with paid licenses unless authorized in writing by Provider.
(iv) Usage Limitations: Trial Licenses are subject to additional usage limitations the Provider may establish.
(f) Term. (i) Trial Licenses automatically terminate at the end of the period specified in the Order, or thirty (30) days from activation if no period is specified. (ii) Provider may immediately terminate or suspend any Trial License at any time, for any or no reason, without notice. Customer shall not be entitled to any refund, credit, compensation, or damages.
(g) Conversion to Paid License. Customer may convert by executing an Order for paid Software or Hosted Services. Upon conversion, this Section 5 ceases to apply. Pricing, features, and terms are subject to Provider’s then-current rates, which may differ from trial period information. No trial period statements or demonstrations constitute binding commitments.
(h) Support. PROVIDER HAS NO OBLIGATION TO PROVIDE SUPPORT, MAINTENANCE, UPDATES, BUG FIXES, OR SLAS FOR TRIAL LICENSES. TRIAL LICENSES ARE PROVIDED ON A SELF-SERVICE, “AS AVAILABLE” BASIS. Provider may, at its sole discretion, provide limited assistance, but Customer has no right to demand or enforce any support obligations.
(i) Termination Obligations. Upon expiration or termination of a Trial License, Customer must immediately: (i) cease all use of the Software and Hosted Services; (ii) delete or destroy all On-Premise components and copies of the Software, if applicable; and (iii) upon Provider’s request, provide written certification signed by an authorized officer of Customer confirming deletion.
6. Third-Party AI Systems.
This Section 6 applies to Provider-Integrated Third-Party Products only. Customer-Connected Third-Party Products are governed by Section 7(e). The Software or Hosted Services may incorporate, interact with, or make available Provider-Integrated Third-Party Products, including Third-Party AI Systems. Customer acknowledges and agrees that:
(a) No Warranties. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, ACCURACY, RELIABILITY, AVAILABILITY, OR FITNESS FOR PURPOSE OF ANY THIRD-PARTY AI SYSTEMS.
(b) Modification or Discontinuation. Third-Party AI Systems may be modified, suspended, discontinued, or become subject to additional fees or licensing requirements by the third-party providers at any time.
(c) Provider May Substitute. Provider may, in its sole discretion and upon notice to Customer, substitute, remove, or add Third-Party AI Systems as necessary to provide the Software and Hosted Services, provided that such changes do not materially diminish the core functionality described in the applicable Order.
(d) Additional Terms. Use of Third-Party AI Systems may be subject to additional terms, conditions, usage policies, or acceptable use policies imposed by the third-party providers, and Customer shall comply with any such terms made available to Customer.
(e) Data Processing Practices. Customer Data or Inputs processed by Third-Party AI Systems may be subject to the data processing and privacy practices of such third-party providers, which may differ from Provider’s practices as described in this Agreement.
(f) Commercially Reasonable Efforts. Provider shall use commercially reasonable efforts to select reputable Third-Party AI Systems and to provide notice to Customer of any material changes to Third-Party AI Systems that may impact Customer’s use of the Software or Hosted Services.
(g) Output Ownership. Customer acknowledges that Outputs generated using Provider-Integrated Third-Party AI Systems may be subject to ownership, license, or use restrictions imposed by the providers of such Third-Party AI Systems, which may differ from the ownership provisions in Section 4(d). Customer is responsible for reviewing the applicable terms of any Third-Party AI Systems to understand any restrictions on Output ownership or use. Provider shall identify applicable Third-Party AI System terms in the Documentation.
7. Customer Responsibilities.
(a) Compliance. Customer will comply with all terms and conditions of this Agreement; all applicable laws, rules, and regulations; and all applicable guidelines, standards, and requirements that may be posted on https://www.starseer.ai/legal from time to time, including the Acceptable Use Policy.
(b) Responsibility/Account Use. Customer is responsible and liable for all uses of the Provider IP resulting from access provided by Provider to Customer or by Customer to anyone else, whether directly or indirectly, and whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users’ use of the Software or Hosted Services and shall cause Authorized Users to comply with such provisions.
(c) Customer Data and Outputs. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license during the Term to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Software or Hosted Services to Customer. Customer will obtain for Provider all consents, permissions, and rights necessary for Provider to utilize the Customer Data as permitted under this Agreement. Customer will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, and use of Customer Data. Provider has no obligation to maintain backup copies of Customer Data, and Customer is solely responsible for maintaining its own backups. Customer will ensure that Customer Data: (i) does not constitute an infringement or misappropriation of the Intellectual Property Rights or other rights of any third party; (ii) does not contain any viruses or other programming routines intended to damage the Software or Hosted Services. Provider may preserve and disclose Customer Data if required to do so by applicable law or order of a government authority, or if Provider believes in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to a claim that Customer Data violates any third party’s rights, or protect the rights, property, or personal safety of Provider or any third parties. Customer shall not make any misrepresentation about the content of any Outputs to any person.
(d) Passwords and Access Credentials. Customer is responsible for keeping its passwords and access credentials associated with the Software or Hosted Services confidential. Customer will not sell or transfer them to any other person or entity. Customer will immediately notify Provider about any unauthorized access to or use of its passwords or access credentials. In connection with establishing access to the Software or Hosted Services, Authorized Users may be asked to submit certain information (“Registration Information”). Customer will ensure that all Registration Information provided by each Authorized User: (i) is true and complete when provided; and (ii) is maintained and promptly updated to keep it accurate and current. Customer will not, and will ensure that Authorized Users do not: (A) select or use access credentials of another person with the intent to impersonate that person; or (B) use access credentials that Provider, in its sole discretion, deems offensive.
(e) Delivery and Installation; Assistance. [Hosted Services Only] Delivery of the Hosted Services to Customer and its Authorized Users occurs on the date of electronic access set forth in the Order. [On-Premise Only] For On-Premise Deployments, delivery of the Software shall be deemed complete upon Customer’s successful download of all Software components, regardless of whether Customer installs or uses the Software. Risk of loss and responsibility for the Software transfers to Customer upon completion of download.
Provider has no obligation to Customer or any of its Authorized Users to provide any installation services unless Customer purchases them separately pursuant to an Order. Customer and its Authorized Users will provide Provider with all information, access, and other assistance as Provider may reasonably request in order to provide Customer with the Software or Hosted Services. PROVIDER SHALL HAVE NO RESPONSIBILITY TO CUSTOMER OR ANY OF ITS AUTHORIZED USERS FOR ANY: (I) FAILURE TO PROVIDE THE SOFTWARE OR PERFORM THE SERVICES; OR (II) LIABILITY WITH RESPECT TO THE SOFTWARE OR SERVICES, IN EACH CASE, TO THE EXTENT THAT SUCH FAILURE OR LIABILITY ARISES FROM CUSTOMER’S FAILURE TO PROVIDE PROVIDER WITH ANY SUCH INFORMATION, ACCESS, OR OTHER ASSISTANCE. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT ITS SYSTEMS MEET THE MINIMUM TECHNICAL REQUIREMENTS FOR DOWNLOADING, INSTALLING, AND OPERATING THE SOFTWARE AS SPECIFIED IN THE DOCUMENTATION. PROVIDER SHALL HAVE NO LIABILITY FOR CUSTOMER’S INABILITY TO DOWNLOAD, INSTALL, OR OPERATE THE SOFTWARE DUE TO CUSTOMER’S FAILURE TO MEET SUCH TECHNICAL REQUIREMENTS.
Third-Party Products. The Software and Hosted Services may enable Customer to connect to, integrate with, or transmit data to Third-Party Products of Customer’s choosing, including via API keys or other authentication credentials provided by Customer. Customer is solely responsible for: (i) selecting such Third-Party Products; (ii) obtaining and maintaining any required accounts, API keys, or credentials; (iii) compliance with any terms, conditions, or policies imposed by providers of such Third-Party Products; and (iv) any data transmitted to or processed by such Third-Party Products. Provider does not vet, endorse, or assume any responsibility for Third-Party Products, and Provider shall have no liability for any acts, omissions, or failures of any Third-Party Products or their providers.
(f) On-Premise Compliance and Remedies. [On-Premise Only] Customer acknowledges that the On-Premise Deployment model makes unauthorized use, copying, or distribution of the Software difficult for Provider to detect and that such unauthorized use causes Provider irreparable harm that is difficult to quantify. Accordingly, in addition to any other rights and remedies available to Provider under this Agreement or at law: Unauthorized Use Fees. If Customer or any Authorized User uses the Software in excess of the licensed scope specified in the applicable Order (including exceeding the number of Authorized Users, instances, installations, or other usage metrics), Customer shall pay Provider an amount equal to 150% of the applicable Fees for such unauthorized use, calculated from the date of first unauthorized use. Payment of such amounts does not excuse the breach or waive Provider’s right to seek injunctive relief or termination.
(g) Injunctive Relief. Customer agrees that monetary damages alone would be inadequate to compensate Provider for breach of the license restrictions in Section 4(e) (Use Restrictions) or unauthorized use described in Section 7(f). Provider shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or restrain such breach without the necessity of posting a bond or proving actual damages.
(h) Prohibited Data. [Hosted Services Only] Customer shall not use the Hosted Services to process, store, or transmit any: (i) protected health information (PHI) as defined under HIPAA; (ii) payment card information subject to PCI-DSS; (iii) data subject to ITAR or EAR export controls; (iv) biometric data subject to BIPA or similar laws; or (v) other data requiring specific regulatory compliance measures beyond SOC 2. Customers requiring processing of such regulated data should contact Provider regarding On-Premise Deployment options. Provider shall have no liability for any claims arising from Customer’s violation of this section.
8. Support.
(a) Support Services. The Software provided or access rights to the Hosted Services granted under an Order entitle Customer to the support services described in such Order, provided that if no other support services are described in an Order, then Provider’s support obligations for the Software or Hosted Services shall be to provide periodic updates to the Software and Hosted Services made available to Provider’s general customer base for the applicable deployment model, including bug fixes, patches, and new versions. Provision of support to Customer does not guarantee any future features within the Software or Hosted Services.
(b) Updates and Feature Development. Customer acknowledges and agrees that:
(i) Updates and Versions. Updates, patches, bug fixes, enhancements, and new versions may be developed, tested, released, and deployed at different times and with different features or specifications for Hosted Services versus On-Premise Deployments. Provider has no obligation to maintain version number parity or synchronized release schedules between deployment models.
(ii) Hosted Services Updates. For Hosted Services, Provider may deploy updates automatically without advance notice to Customer, except for updates that would materially diminish core functionality described in the applicable Order.
(iii) On-Premise Updates. For On-Premise Deployments, Provider will make updates available for Customer to download and install at Customer’s discretion, subject to Section 4(a)(ii). Provider may designate certain updates as “Required Security Updates” that must be installed within a specified timeframe to maintain support eligibility.
(iv) No Feature Guarantees. Support does not guarantee that any particular feature, enhancement, or capability available in one deployment model will be made available in the other deployment model. New features may be released exclusively for one deployment model based on technical feasibility, market demand, or business considerations.
(v) End of Life. Provider may discontinue support for older versions of On-Premise Software upon ninety (90) days’ written notice, provided that Customer is given the opportunity to upgrade to a supported version during such notice period.
9. Fees and Payment.
Customer shall pay Provider the fees as described in each Order (“Fees”) by the payment method and at the frequency specified in each Order. Customer shall provide all necessary payment information to Provider through each Order or through any other process required by Provider. Customer shall immediately update its payment information on file with Provider in the event of a change thereto. All payments are due within thirty (30) days of the date of the applicable invoice sent to Customer, unless otherwise specified in the applicable Order, and if Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (a) Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for five (5) days or more, Provider may suspend, in accordance with Section 4(g), Customer’s and all other Authorized Users’ access to any portion or all of the Software or Hosted Services until such amounts are paid in full, provided that for On-Premise Deployments, such suspension shall be implemented through the mechanisms described in Section 4(g). All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
10. Confidential Information.
From time to time during the Term of this Agreement, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party without a breach of any confidentiality obligations; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without reference to any of the disclosing party’s Confidential Information.
The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are contractually required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the limited extent required: (i) to comply with the order of a court or other government authority, or as otherwise necessary to comply with applicable law, provided that the receiving party shall first have given written notice to the disclosing party (to the extent permitted by applicable law) and made a reasonable effort to assist the disclosing party in obtaining a protective order; or (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings.
The receiving party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes personal information or a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to personal information or trade secret protection under applicable law.
11. Data Processing Addendum.
[Hosted Services Only] Provider’s Data Processing Addendum (DPA) available at starseer.ai/dpa is incorporated by reference and applies to hosted Hosted Services where Provider processes Customer Personal Data.
[On-Premise Only] Provider has no access to data processed within On-Premise Software. Customer is solely responsible for compliance with Data Protection Laws, including HIPAA, PCI-DSS, and any other regulatory requirements applicable to Customer’s data. Customer’s decision to deploy On-Premise for compliance purposes does not create any compliance obligation on Provider’s part. If Customer voluntarily transmits personal data to Provider (e.g., in support tickets or error reports), Provider will process such data solely to provide support and in accordance with applicable law, and will treat such data as Confidential Information under Section 10. Customer represents that any data transmitted to Provider either: (i) does not contain personal data; or (ii) Customer has obtained all necessary consents and legal bases for such transmission.
12. Limited Warranty and Warranty Disclaimer.
(a) General. Each party represents and warrants to the other that: (i) it has the legal right and authority to enter into this Agreement; (ii) this Agreement forms a binding legal obligation on its behalf; and (iii) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. Customer represents and warrants to Provider that Customer’s use of and access to the Software and Hosted Services will comply with all applicable laws and will not cause Provider or its licensors to violate any applicable laws.
(b) Provider Warranty and Exclusions. Except for Trial Licenses, Provider warrants that it uses commercially reasonable efforts to provide the Software and Hosted Services in accordance with the Documentation. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. ADDITIONALLY, THE FOREGOING WARRANTY DOES NOT APPLY TO ANY BREACH ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING (EACH, AN “EXCLUSION”): THIRD-PARTY AI SYSTEMS OR OTHER THIRD-PARTY PRODUCTS; CUSTOMER DATA OR THIRD-PARTY CONTENT; EQUIPMENT OR SYSTEMS NOT PROVIDED BY PROVIDER; MODIFICATIONS NOT MADE BY PROVIDER; OPERATION OUTSIDE RECOMMENDED CONDITIONS; OR USE AFTER KNOWLEDGE OF INFRINGEMENT CLAIMS.
(c) Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(B), THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL: (I) MEET CUSTOMER’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS; (II) OPERATE WITHOUT INTERRUPTION; (III) ACHIEVE ANY INTENDED RESULT, INCLUDING THE IDENTIFICATION OF ALL POSSIBLE VULNERABILITIES, THREATS, PROMPT INJECTIONS, BACKDOORS, OR DATA POISONING ATTACKS IN THIRD-PARTY PRODUCTS; (IV) BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEMS, OR OTHER SERVICES; (V) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED; (VI) PROVIDE CUSTOMER WITH ANY DESIRED REGULATORY COMPLIANCE; OR (VII) THAT ANY OUTPUTS GENERATED BY THE AI SYSTEM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO IDENTIFICATION OF SECURITY VULNERABILITIES, PROVISION OF LEGAL OR FINANCIAL ADVICE, OR MEDICAL DIAGNOSIS OR TREATMENT. CUSTOMER ACKNOWLEDGES THAT AI SYSTEMS MAY PRODUCE INCORRECT, INCOMPLETE, BIASED, OR HARMFUL OUTPUTS AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL OUTPUTS BEFORE RELYING ON OR USING THEM.
13. Indemnification.
(a) Provider Indemnification.
(i) Indemnification Obligation. Subject to the limitations in this Section 13(a) and except for Trial Licenses, Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred by Customer resulting from any third-party claim, suit, demand, action, or proceeding (each, a “Third-Party Claim”) alleging that the Software or Hosted Services (excluding any Third-Party AI Systems or other Third-Party Products), when used by Customer in accordance with this Agreement and the Documentation, infringes or misappropriates such third party’s Intellectual Property Rights protected under the laws of the United States. PROVIDER’S TOTAL LIABILITY UNDER THIS SECTION 13(A) SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE APPLICABLE THIRD-PARTY CLAIM FIRST AROSE.
(ii) Remedies. If such a Third-Party Claim is made, or if Provider anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider’s sole discretion, to: (A) modify or replace the Software or Hosted Services, or component or part thereof, to make them non-infringing; or (B) obtain the right for Customer to continue to use the Software or Hosted Services as permitted in this Agreement. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement or any affected Order, effective immediately on written notice to Customer, and in such event, Provider shall refund to Customer a pro rata portion of any prepaid Fees for the period following the effective date of such termination. This Section 13(a) sets forth Customer’s sole remedy and Provider’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Software or Hosted Services infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party.
(iii) Exclusions. This Section 13(a) will not apply to the extent that any such Third-Party Claim arises from: (A) an Exclusion as defined in Section 12(b); (B) Customer’s or any Authorized User’s modification of the Software or Hosted Services; (C) Customer’s combination of the Software or Hosted Services with any third-party products, services, data, or content not provided or specified by Provider; (D) Customer’s use of the Software or Hosted Services after Provider notifies Customer of the alleged infringement and provides Customer with a modified or replacement version; or (E) any Third-Party AI Systems or other Third-Party Products.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider, its affiliates, and its and their respective officers, directors, members, managers, shareholders, investors, employees, agents, contractors, representatives, successors, and assigns from and against any and all Losses, incurred by Provider resulting from any Third-Party Claim: (i) concerning, directly or indirectly, the Customer Data or data privacy rights associated with Customer, any Authorized User, or any of their respective data subjects; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct, breach of this Agreement, or use of the Software or Hosted Services in a manner not authorized by this Agreement, provided that Provider will have the right, at its option, to defend itself against, and settle, any such Third-Party Claim.
(c) Conditions. As a condition to obtaining indemnification from the indemnifying party under this Section 13, each of the indemnified parties will:
(i) delegate an agent to give the indemnifying party prompt notice of any applicable Third-Party Claim; provided, however, that failure to give such notice will not waive any indemnification obligation of the indemnifying party except to the extent that the indemnifying party is materially prejudiced by such failure;
(ii) except as permitted in Section 13(b) above, grant to the indemnifying party sole control of the defense or settlement of any resulting legal proceedings, provided that any such settlement involves only the payment of money and does not subject any indemnified party to any continuing obligation or require any admission of criminal or civil responsibility by any indemnified party without the prior written consent of the applicable indemnified party; and
(iii) provide the indemnifying party with reasonable cooperation and, at the indemnifying party’s request and expense, assistance in the defense or settlement of any Third-Party Claim.
Notwithstanding the foregoing, the indemnified parties may participate in any defense, settlement, or other legal proceedings relating to any such Third-Party Claim at the indemnified parties’ expense through counsel of their choice.
14. Limitations of Liability.
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS, SOFTWARE, OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE MOST RECENT EVENT GIVING RISE TO THE LIABILITY; OR (B) $100.
15. Term and Termination.
(a) Term. The Term of this Agreement begins on the Effective Date and continues until terminated. The term of each Order, and any renewals thereof, will be stated in each such Order.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Provider may terminate this Agreement or an Order for any reason upon sixty (60) days’ advance notice to Customer.
(ii) Either party may terminate this Agreement or an Order, effective on written notice to the other party, if the other party materially breaches this Agreement or the applicable Order, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
(iii) Either party may terminate this Agreement or any Order, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, and in each such case the petition is not dismissed within sixty (60) days; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Termination. No refund of any portion of any Fees shall be due upon termination of this Agreement or any Order, other than upon a termination for convenience by Provider, in which case Provider will refund to Customer the portion of all prepaid Fees owing for the period of time between the effective date of termination and the original expiration date(s) of the Order(s) affected by such termination. Any termination of this Agreement will also terminate all Orders then-effective under this Agreement. Any termination of an individual Order will only terminate that Order and will not affect any other Order.
Upon any termination of an Order or this Agreement for any reason: (i) all rights granted under this Agreement with respect to any affected Software or Hosted Services will terminate; (ii) Customer will immediately cease all use of and access to all affected Software and Hosted Services, including any applicable Provider IP obtained or accessed through the affected Software or Hosted Services prior to termination, and will immediately uninstall all affected Software; (iii) Provider may disable access through the affected Software to any Customer Data and Outputs; (iv) Provider may delete or disable access to any Customer Data and Outputs provided or generated in connection with the affected Hosted Services; and (v) Provider may, in its sole discretion, disable access to any affected Software or Hosted Services through Customer’s or any of its Authorized Users’ accounts (or all access to all such accounts in the case of a termination of this Agreement). Customer agrees that neither Provider nor its licensors shall be liable to Customer or any Authorized User or third party for any actions that they take in furtherance of termination of this Agreement as permitted hereunder.
(d) Survival. Any right, obligation, or required performance of the parties in this Agreement or any Order which, by its express terms or nature and context is intended to survive termination or expiration of that document, will survive any such termination or expiration.
16. Modifications.
Customer acknowledges and agrees that Provider has the right to modify this Agreement from time to time, in its sole discretion. Provider shall determine in good faith whether a modification is material. For material modifications, Provider will provide Customer with at least thirty (30) days’ prior written notice before such modifications become effective. For non-material modifications, changes become effective upon posting to https://www.starseer.ai. Customer will be notified of modifications through notifications or posts on https://www.starseer.ai or direct email communication from Provider. If Customer objects to any material modification, Customer may terminate this Agreement by providing written notice to Provider within thirty (30) days of receiving notice of such modification, and Provider will refund any prepaid Fees for the period following the effective date of termination. Customer’s continued use of the Software or Hosted Services after the effective date of any modification will be deemed acceptance of the modified terms. Other than as set forth in this Section 16, this Agreement may only be amended by a written agreement signed by authorized representatives of both parties.
17. Export Regulation.
The Provider IP utilizes software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Provider IP or the software or technology included in the Provider IP to, or make the Provider IP or the software or technology included in the Provider IP accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Provider IP or the software or technology included in the Provider IP, available outside the US.
18. Force Majeure Events.
If the performance by Provider of any of the provisions of this Agreement shall be delayed or prevented by any event beyond Provider’s reasonable control, including, without limitation, the following: act of God or the government, riot or other industrial disturbance, fire, flood, pandemic or epidemic, or the discontinuation, suspension, material modification, or unavailability of any Provider-Integrated Third-Party AI Systems or other critical Provider-Integrated Third-Party Products upon which the Software or Hosted Services depend (each, a “Force Majeure Event”), then Provider shall be excused from such performance for the period of time that it is prevented from performing due to such Force Majeure Event. In the event of a Force Majeure Event related to Third-Party AI Systems, Provider shall use commercially reasonable efforts to substitute alternative solutions or implement workarounds to restore functionality, but shall have no liability for any delays or inability to provide the Software or Hosted Services during the Force Majeure Event.
19. U.S. Government Rights.
Each of the components that constitute the Software and Hosted Services and the Documentation is a “commercial product,” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer receives only those rights with respect to the Software, Hosted Services and Documentation as are granted to all other end users, in accordance with: (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors; or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government customers and their contractors.
20. Disputes.
(a) Agreement to Arbitrate. Except as otherwise provided in Section 20(b), the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement (including any Order), including the formation, validity, binding effect, interpretation, performance, breach, or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 20(b), if any Dispute cannot be resolved through negotiations between the parties within thirty (30) days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Provider in Knoxville, Tennessee, U.S.A. The arbitrator will apply the law set forth in Section 20(c) to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
(b) Exception to Arbitration.
(i) Customer agrees that if Provider reasonably believes that Customer or any Authorized User has, in any manner, violated or threatened to infringe Provider’s or its licensors’ Intellectual Property Rights, then Provider may seek emergency, preliminary, or other appropriate interim relief in the federal or state courts whose district encompasses Knoxville, Tennessee, U.S.A.
(ii) Either party agrees that if the other party has, in any manner, violated or threatened to breach Section 10 (Confidential Information), then the non-breaching party may seek emergency, preliminary, or other appropriate interim relief in the federal or state courts whose district encompasses Knoxville, Tennessee, U.S.A.
(c) Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A., without regard to the conflict of law’s provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 20(a), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in the federal or state courts whose district encompasses Knoxville, Tennessee, U.S.A., and Customer irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Provider.
21. Publicity.
Without the prior written consent of the other party, each party shall have no rights to use the name, logo, or other trademarks or service marks of the other party, other than that each party may use only the plain textual name of the other party in: (1) internal communications; (2) communications with each party’s vendors, contractors, and customers to state that the other party is a provider or customer, as applicable; and (3) communications with each party’s investors, business partners, bankers, and similar entities for the purposes of sharing provider or customer lists, as applicable, in connection with raising capital, conducting a merger, acquisition, or similar transaction, or procuring a loan.
22. Miscellaneous.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Any notices to Provider must: (a) be sent to Provider’s corporate headquarters address at Starseer, Inc., 8 The Green, #18344 Dover, Delaware, United States of America; (b) be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service; and (c) are deemed given upon receipt by Provider. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Provider at the primary email associated with the customer’s account. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Software or Hosted Services. Customer agrees that any notices, agreements, disclosures, or other communications that Provider sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. Any failure to act by Provider with respect to a breach of this Agreement by Customer or others does not constitute a waiver and will not limit Provider’s rights with respect to such breach or any subsequent breaches.
This Agreement is personal to Customer and may not be assigned or transferred for any reason whatsoever without Provider’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Provider expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees, or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is prepared and executed in English, and if translated into a language other than English for any purpose, the English version shall in all events prevail in the event of any conflicts concerning the interpretation of this Agreement.