Terms of Use

1. Acceptance of the Terms of Use

The following terms and conditions, together with any documents they expressly incorporate by reference (together, the “Terms of Use”) are entered into by and between you and StarlightIQ, LLC (“Company,” “we,” “our,” or “us”) (each a “Party” and together the “Parties”). These Terms of Use govern your access to and use of https://starlightiq.com and all affiliated sub-domain websites and applications owned or operated by Company, including all content, functionality, and services offered on or through such websites and applications (together, the “Platform”).

The Platform is a subscription-based service designed to help influencers, content creators, talent managers, and brand representatives organize, manage, and track their commercial agreements. By accessing or using the Platform, you confirm that you understand and agree to be bound by these Terms of Use, including our Privacy Policy and the terms of your specific subscription, which are incorporated herein by reference.

Please read these Terms of Use carefully before using the Platform. If you do not agree to these Terms of Use, you must not access or use the Platform.

2. Eligibility

This Platform is offered and available to users who are eighteen (18) years of age or older and are capable of forming a binding contract under applicable law. By using this Platform, you represent and warrant that you meet all eligibility requirements and that all information you provide is accurate, current, and complete. If you do not meet these requirements, you must not access or use the Platform.

If you are accessing the Platform on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Use, and the terms “you” and “your” shall refer to both you individually and that entity.

3. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. For material changes, we will provide notice via email and a prominent notification on the Platform when you next log in, and we will require you to accept the updated Terms of Use before continuing to use the Platform. For non-material changes, we will post the updated Terms of Use and update the “Last Updated” date above, and your continued use of the Platform constitutes your acceptance. Changes to the dispute resolution provisions in Section 16 will not apply to any disputes for which the Parties received actual notice on or before the date of the change.

4. Subscription and Cancellation

Your access to and use of the Platform is governed by the specific terms of your subscription. If you cancel your subscription, the cancellation will go into effect at the end of the billing period, until which time you will retain access to the Platform. You are not entitled to a refund if you cancel your subscription. Upon cancellation, the Company may delete and expunge all information related to your account and shall not be liable for your loss of such information.

5. Fees and Payment

You agree to pay all fees or charges incurred by your account in accordance with the fees, charges, and billing terms set forth on https://starlightiq.com, subject to the specific terms of your subscription (the “Fees”). In the event of nonpayment, your access to your account will be restricted until payment is received. By providing the Company with your credit card number and associated payment information, you agree that we are authorized to immediately charge the payment account you provide for all Fees due and payable to the Company hereunder and that no additional notice or consent is required. You will be notified of changes to the Fees by email at least thirty (30) days before they go into effect. If you do not cancel your subscription before changes to Fees go into effect, you consent to such changes and authorize the Company to charge your payment account for the amount of such Fees. If you cancel your subscription, the cancellation will be governed by Section 4 of these Terms of Use.

6. Accessing the Platform and Account Security

Except for certain services that the Company may from time to time provide without account registration, you must establish an account to use the Platform. To create an account, you will be required to provide certain information, including but not limited to information about your identity, age, contact information, and professional experience. You represent and warrant that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide on the Platform, including through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Your account is personal to you (or your organization, if you registered as a business). You agree to (a) not disclose your username, password, and any other account credentials to any third party; (b) ensure that all persons who use the Platform through your account are aware of and comply with these Terms of Use; and (c) notify us immediately at hello@starlightiq.com of any unauthorized access to or use of your account or any other breach of security.

Subject to these Terms of Use, we implement security measures to prevent personal information from being lost or accessed without authorization. This information can be found in our Privacy Policy.

7. Service Availability

We reserve the right to withdraw or change part or all of the Platform at any time, in our sole discretion, and without notice. If this occurs, or if part or all of the Platform is unavailable for any period of time, you are not entitled to any refund of Fees. If you cancel your subscription, the cancellation will be governed by Section 4 of these Terms of Use.

8. Platform Use and User-Uploaded Content

The Company allows you to upload, store, and manage materials, including but not limited to third-party commercial contracts and information regarding your commercial relationships (together, “Uploaded Content”). The following rules apply to all Uploaded Content. We reserve the right to remove any Uploaded Content that we determine, in our sole discretion, violates these rules or is otherwise objectionable.

• Your Responsibility for Uploaded Content. You are solely responsible for all Uploaded Content. By uploading any Uploaded Content to the Platform, you represent and warrant that (a) you have the legal right to provide the Uploaded Content; (b) your provision of Uploaded Content, and the Company’s collection and use thereof pursuant to the Privacy Policy, does not violate any applicable law or regulation, including laws governing data privacy, export control, or consumer protection; infringe any copyright, trademark, trade secret, patent, or other intellectual property right of any third party; or breach the confidentiality or other contractual rights of any third party; (c) the Uploaded Content does not contain material that is defamatory, obscene, offensive, hateful, or inflammatory; include malicious code, viruses, or other harmful technology; misrepresent your identity, affiliation, or the origin of any uploaded material; or constitute unauthorized advertising or spam; and (d) you have obtained all necessary consents from any individuals whose personal information may be included in your Uploaded Content, including counterparties named in contracts.
• Auto-Populated Data. The Platform includes features that may automatically extract, parse, and populate information, including but not limited to contract terms, payment amounts, dates, counterparty names, and deliverable details, from your Uploaded Content (“Auto-Populated Data"). Auto-Populated Data is generated for convenience only. You acknowledge and agree that Auto-Populated Data may be incomplete, inaccurate, or otherwise in error, and that the Company makes no representation or warranty regarding its accuracy or completeness. You are solely responsible for reviewing, verifying, and correcting all Auto-Populated Data before relying on it for any purpose. The Company shall have no liability whatsoever for any errors, omissions, or inaccuracies in Auto-Populated Data, or for any decisions made or actions taken in reliance thereon.

9. Intellectual Property Rights

Except as expressly provided herein, the Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No right, title, or interest in or to the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.

• Platform Generated Content. All content generated by the Platform, including but not limited to Auto-Populated Data, reports, analyses, recommendations, and any derivative works of Uploaded Content (together, “Generated Content”), is and shall remain the sole and exclusive property of the Company. Subject to your compliance with these Terms of Use, you are permitted to download, print, or export Generated Content that reflects your own project information, deliverable schedules, account data, or similar personal or organizational records solely for your own internal business or personal use (“Permitted Use”), provided that (a) Permitted Use does not extend to any proprietary elements of the Platform, including its design, underlying software, and analytical models; (b) you may not delete or alter any copyright, trademark, or other proprietary rights notices from Generated Content; (c) you may not sell, transfer, sublicense, reproduce, publish, display, disseminate, disclose, modify, or create derivative works from Generated Content; and (d) the Company reserves the right to revoke this license at any time and for any reason.
• Uploaded Content. You represent and warrant that you have all rights necessary to provide Uploaded Content and to grant the licenses set forth herein. You grant the Company a non-exclusive, royalty-free, worldwide, sublicensable license to use, copy, modify, adapt, distribute, store, process, sell, and create derivative works from your Uploaded Content for any purpose consistent with the Company’s Privacy Policy, including but not limited to operating, improving, and developing the Platform. For the avoidance of doubt, any derivative works created by the Company from your Uploaded Content are owned exclusively by the Company, and your license to such derivative works, if any, is limited to the license described in Section 9(a) above.
• Trademarks. The Company name, logos, trade names, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors (collectively, “Company Marks”). Except as expressly permitted herein, you must not use any Company Marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners. You may refer to the Company and the Platform by name, including through use of Company Marks, solely to accurately identify the Platform or the Company as the source of services you have used, or to describe a factual relationship between you and the Company, provided that (a) the Company Marks may not be used in a manner that suggests sponsorship, endorsement, or affiliation beyond your status as a user; and (b) you may not modify, stylize, or distort the Company Marks.

10. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform (a) in any way that violates any applicable federal, state, local, or international law or regulation; (b) to exploit, harm, or attempt to harm minors in any way; (c) to upload, transmit, or share any Uploaded Content that violates these Terms of Use; (d) to transmit any advertising or promotional material, including spam or chain letters; (e) to impersonate or attempt to impersonate any other person, including the Company, a Company employee, or another user of the Platform; (f) to scrape, harvest, or otherwise collect information about other users of the Platform without their consent; (g) to access another person’s account credentials or Uploaded Content; (h) to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or any related software; (i) to engage in any conduct that restricts or inhibits any person’s use or enjoyment of the Platform; or (j) to engage in any conduct that the Company determines may harm the Company or users of the Platform.

Additionally, you agree not to (a) use the Platform in any manner that could disable, overburden, damage, or impair the site; (b) use any robot, spider, other automated device, or manual process to access the Platform or monitor or copy any material on the Platform; (c) use any device, software, or routine that interferes with the proper working of the Platform; (d) introduce any viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material; (e) attempt to gain unauthorized access to any part of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform; or (f) attack the Platform via a denial-of-service or distributed denial-of-service attack.

We have the right to take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform.

11. Suspension and Termination of Accounts

We have the right to terminate or suspend your access to all or part of the Platform, including by disabling any username, password, or other identifier, with or without notice, for any or no reason, including but not limited to: (a) violation of any U.S. law or the laws of any country, state, province, region, territory, county, parish, canton, or other jurisdiction; (b) indictment by a U.S. State, Territory, or Federal Prosecutor; (c) a warrant of arrest from the International Criminal Court; (d) an Interpol red notice; (e) actions bringing negative public attention to the Company, as determined by the Company in its sole and absolute discretion; and (f) conduct, statements, associations, or circumstances that, in the Company’s sole judgment, reflect adversely on your character, integrity, or reputation, regardless of whether such conduct is publicly known or connected to the Platform or the Company. Upon termination of your account, the Company may delete and expunge all information related to your account and shall not be liable for your loss of such information.

12. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for anti-virus protection and for maintaining a means external to the Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, SUCCESSORS, AND PERMITTED ASSIGNS (COLLECTIVELY, “COMPANY AFFILIATES”) WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE PLATFORM OR FROM ANY WEBSITE LINKED TO THE PLATFORM.

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY AND COMPANY AFFILIATES MAKE NO WARRANTIES WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND COMPANY AFFILIATES DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR EXPECTATIONS; THAT THE PLATFORM, INCLUDING AUTO-POPULATED DATA AND OTHER GENERATED CONTENT, WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE PLATFORM DOES NOT PROVIDE LEGAL ADVICE OR ENGAGE IN THE PRACTICE OF LAW. GENERATED CONTENT IS SOLELY FOR INFORMATIONAL PURPOSES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND COMPANY AFFILIATES WILL HAVE NO LIABILITY FOR INACCURACY OR INCOMPLETENESS IN GENERATED CONTENT, OR FOR ANY LOSSES, DAMAGES, CLAIMS, OR LIABILITIES ARISING FROM OR RELATING TO YOUR RELIANCE ON GENERATED CONTENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

13. Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR COMPANY AFFILIATES WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE 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, LOST BUSINESS, LOST PRODUCTION, REVENUES, OR LOST PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) INABILITY TO USE, LOSS, INTERRUPTION, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL THE COMPANY AND COMPANY AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO THE COMPANY UNDER THESE TERMS OF USE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND COMPANY AFFILIATES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, LIABILITIES, OR CLAIMS ARISING FROM OR RELATED TO YOUR PROVISION OF UPLOADED CONTENT AND THE COMPANY’S COLLECTION AND USE THEREOF IN ACCORDANCE WITH THE PRIVACY POLICY.

The limitation of liability set forth above does not apply to liability resulting from the Company’s gross negligence or willful misconduct.

14. Indemnification

You (as the “Indemnifying Party”) shall indemnify, hold harmless, and defend the Company and Company Affiliates (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and other professional fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to: (a) breach or non-fulfillment of any provision of these Terms of Use by the Indemnifying Party; (b) any negligent or more culpable act or omission by the Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of the Indemnifying Party’s obligations under these Terms of Use or the Indemnifying Party’s use of the Platform; (c) the Indemnifying Party’s Uploaded Content and the Company’s collection and use thereof, including but not limited to any claim that the Uploaded Content violates the Indemnifying Party’s confidentiality obligation to a third party or the intellectual property rights or privacy rights of a third party; (d) the Indemnifying Party’s use of the Platform other than as expressly authorized in these Terms of Use; (e) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party (including any reckless or willful misconduct); or (f) any failure by Indemnifying Party to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under these Terms of Use.

15. Governing Law

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to any choice or conflict of law provision.

16. Dispute Resolution

This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms of Use. Company Affiliates are intended beneficiaries of the provisions of this section and authorized to enforce its terms as though Parties to these Terms of Use.

• Mandatory Arbitration. Any and all matters of dispute between you and the Company or Company Affiliates, whether arising from or related to these Terms of Use itself or arising from alleged extra-contractual facts prior to, during, or subsequent to the Terms of Use, including, without limitation, fraud, misrepresentation, negligence, or any other alleged tort, shall be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) currently in effect and in accordance with Title 9 of the United States Code, unless the Parties expressly agree otherwise in writing. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of this provision is void or voidable. Notice of the demand for arbitration must be provided in writing to the other Party within sixty (60) days after the dispute has arisen. All statutes of limitation that would otherwise apply to a judicial action brought by a Party will apply to any arbitration hereunder. Arbitration will be conducted in Nashville, Tennessee. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or emergency injunctive relief from a court of competent jurisdiction to protect its rights pending appointment of the arbitrator, without waiving the right to arbitration. Arbitration will occur within sixty (60) consecutive days after the Party demanding arbitration delivers the written demand to the other Party, unless the Parties mutually agree otherwise in writing. The language of the arbitration shall be English. Discovery shall be limited to that which the arbitrator determines to be reasonable and proportional to the dispute. The arbitrator shall have authority to limit the scope of document production, depositions, and electronically stored information to promote efficiency and cost-effectiveness. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Tennessee. The award rendered by the arbitrator will be in writing with written findings of fact and shall be final and binding on all Parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. EACH PARTY TO THIS THESE TERMS OF USE IRREVOCABLY WAIVES SUCH PARTY'S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR'S DECISION OR AWARD PURSUANT TO THIS SECTION 16 OF THESE TERMS OF USE. The Parties waive any right to appeal to the fullest extent permitted by applicable law; provided, however, that nothing herein shall be construed to limit the grounds for vacatur or modification expressly permitted under applicable federal or state arbitration statutes. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome.
• The Parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a Party from disclosing information regarding the arbitration for purposes of enforcing the award. The Parties further agree to obtain the arbitrator's agreement to preserve the confidentiality of the arbitration.
• NO CLASS ACTIONS. YOU MAY ONLY RESOLVE DISPUTES WITH THE COMPANY OR COMPANY AFFILIATES ON AN INDIVIDUAL BASIS AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO HEAR OR DECIDE ANY CLASS OR REPRESENTATIVE CLAIM OR TO AWARD RELIEF ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN YOU, THE COMPANY, AND COMPANY AFFILIATES.

17. Links to and from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party platforms linked to this Platform, you do so entirely at your own risk.

If you wish to link to our homepage, you may do so provided it is done in a way that is fair and legal and does not damage our reputation. You must not establish a link that suggests any form of association, approval, or endorsement on our part without our express written consent. We reserve the right to withdraw linking permission at any time without notice.

18. Geographic Restrictions

The owner of the Platform is based in the State of Tennessee, United States of America. We currently provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws, including data protection laws that may govern the transfer or processing of your personal information.

Within the United States, the Platform is only available to be accessed from the following states or other U.S. jurisdictions. Any use within a jurisdiction not listed below is done so on your own initiative, and you are responsible for compliance with all applicable local laws, including data protection laws that may govern the transfer or processing of your personal information.

U.S. States: Alabama; Alaska; Arizona; Arkansas; California; Colorado; Connecticut; Delaware; Florida; Georgia; Hawaii; Idaho; Illinois; Indiana; Iowa; Kansas; Kentucky; Louisiana; Maine; Maryland; Massachusetts; Michigan; Minnesota; Mississippi; Missouri; Montana; Nebraska; Nevada; New Hampshire; New Jersey; New Mexico; New York; North Carolina; North Dakota; Ohio; Oklahoma; Oregon; Pennsylvania; Rhode Island; South Carolina; South Dakota; Tennessee; Texas; Utah; Vermont; Virginia; Washington; West Virginia; Wisconsin; Wyoming

Other U.S. Jurisdictions: American Samoa; District of Columbia; Guam; Northern Mariana Islands; Puerto Rico; U.S. Virgin Islands

19. General Provisions

• Waiver and Severability. No waiver by the Company of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. No right or remedy under these Terms of Use may be waived unless such waiver is agreed to in writing by the Company. If any provision of these Terms of Use is held by a court or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of the Terms of Use will continue in full force and effect.
• Entire Agreement. These Terms of Use, including our Privacy Policy and any other documents expressly incorporated by reference, constitute the sole and entire agreement between you and the Company regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.
• Assignment. You may not assign or transfer any rights or obligations under these Terms of Use without the Company’s prior written consent. The Company may assign, delegate, or transfer its rights and obligations under these Terms of Use, in whole or in part, at any time without restriction, including in connection with a merger, acquisition, or sale of assets.
• Survival. Suspension, termination, or voluntary cancellation of your account does not relieve you of any obligations that arose prior to termination. On termination of these Terms of Use, the following provisions shall continue in force: Sections 9 (Intellectual Property Rights), 12 (Disclaimer of Warranties), 13 (Limitation on Liability), 14 (Indemnification), 15 (Governing Law), 16 (Dispute Resolution), the Company’s Privacy Policy, and any other provision which by its nature is intended to survive termination.
• Relationship of the Parties. You agree that no joint venture, partnership, employment, agency, or fiduciary relationship exists between you and Company as a result of these Terms of Use or your use of the Platform.

20. Contact Information

The Platform is operated by StarlightIQ, LLC. For questions about these Terms of Use, to report a violation, or to request technical support, please contact us at:

StarlightIQ, LLC · hello@starlightiq.com · [mailing address — to be added] · [phone — to be added]

Payment Tracking

StarlightIQ lets you track payments between you and your partners. StarlightIQ does not act as an escrow service or payment processor for those amounts; any dispute over those payments is between you and the other party.