This STARONE LABS LIMITED Terms of Service (“Agreement”) is entered into by and between STARONE LABS LIMITED (“STARONE”) and the entity or person placing an order for or accessing the Services (“Customer”). This Agreement consists of the terms and conditions set forth below and any applicable Order Form. The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process, or (b) the Effective Date of the first Order Form. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. STARONE may modify this Agreement from time to time as permitted in Section 11.1 (Amendment).

Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.

1. Definitions

1.1 “Authorized Devices” means those mobile, desktop, or other devices with which the Services can be accessed and used.

1.2 “Content” means code, content, graphics, designs, documents, or materials created using the Services by Customer and its Users or imported into the Services by Customer and its Users.

1.3 “Documentation” means the technical materials made available by STARONE to Customer and/or its Users in hard copy or electronic form describing the use and operation of the Services.

1.4 “Services” means STARONE's proprietary web-based products and services, AI design and development tools, website development services, and custom AI solutions offered by STARONE, including any downloadable applications. Each Order Form will identify details of Customer’s Services subscription.

1.5 “Order Form” means a document signed by both Parties identifying the Enterprise Services to be made available by STARONE pursuant to this Agreement.

1.6 “User” means an employee, contractor, or other individual associated with Customer who has been provisioned by Customer with access to the Services.

2. License and use rights

2.1 Services. STARONE hereby grants Customer a non-exclusive, non-transferable license during the Term (as defined in Section 12) to: (a) use the Services, including any downloadable applications, solely for Customer’s internal business purposes in accordance with the Documentation, and/or (b) use STARONE's AI design, development tools, and custom solutions to develop, modify, and optimize projects that suit Customer's industry requirements. The Services are delivered electronically.

2.2 Provisioning the Services. STARONE will provide Customer with the necessary passwords, security protocols, policies, network links or connections (“Access Protocols”) to allow Customer and its Users to access the Services as described herein. Customer shall be responsible for all acts and omissions of its Users.

2.3 Registering for an account. To use the Services, Users will need to register and create an account, which requires certain information (including full name, password, and email address). STARONE accounts will give Users access to the Services and functionality as STARONE may establish and maintain from time to time.

2.4 Software Restrictions. Customer will not, and will not authorize any User to:

(a) reverse engineer, disassemble, decompile, or attempt to derive the source code of any part of the Services;

(b) transmit spam, chain letters, or other unsolicited email;

(c) upload viruses, worms, or other software agents through the Services;

(d) impersonate another person or misrepresent affiliation;

(e) use the Services for unlawful or prohibited activities as stated in this Agreement.

3. Ownership rights

3.1 No IP Rights Transfer. Other than the licenses described herein, no intellectual property rights are transferred by either Party to the other pursuant to this Agreement.

3.2 What STARONE Owns. STARONE shall own all rights, including, but not limited to, all copyright rights in the Services, including any content, graphics, designs, applications, and associated documentation.

3.3 What Customer Owns. Customer shall own all rights in any Content created by Customer using the Services.

4. Confidentiality

4.1 Confidential Information. All information disclosed by one party to the other that is identified in writing at the time of disclosure as confidential, or that reasonably should be understood to be confidential, shall be deemed “Confidential Information.”

4.2 Nondisclosure. Each Party agrees to hold in confidence and not disseminate or use Confidential Information of the other Party except as necessary to carry out its obligations under this Agreement.

5. Fees and payment

5.1 Payment Terms. Customer will pay to STARONE all fees due under this Agreement in U.S. dollars. All payments are non-refundable, unless otherwise specified.

5.2 Invoices. STARONE will invoice Customer in accordance with the payment schedule specified in the applicable Order Form. Payment is due within thirty (30) days from the date of invoice, unless otherwise specified in the Order Form. Any late payments may be subject to interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Taxes. All fees payable by Customer are exclusive of applicable taxes and duties, including VAT and applicable sales tax. Customer is responsible for paying all taxes associated with its purchases hereunder, excluding taxes based on STARONE’s net income or property.

6. Term and termination

6.1 Term. Unless otherwise specified, the Term of this Agreement will commence on the Effective Date and will automatically renew for successive terms unless canceled by either party.

6.2 Termination. Either Party may terminate this Agreement in the event the other Party materially breaches this Agreement and fails to cure such breach within 30 days after written notice specifying the breach.

6.3 Effect of Termination. Upon termination of this Agreement, Customer shall immediately cease all use of the Services and delete or return all copies of the Documentation and any STARONE Confidential Information in its possession. Termination will not relieve Customer of its obligation to pay any fees accrued or payable to STARONE prior to the effective date of termination.

7. Indemnification

7.1 By STARONE. STARONE will defend, indemnify, and hold harmless Customer from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any claim that the Services infringe any third-party intellectual property rights, provided that Customer promptly notifies STARONE in writing of such claim and cooperates with STARONE in the defense and settlement of the claim.

7.2 By Customer. Customer will defend, indemnify, and hold harmless STARONE from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of Customer’s use of the Services in violation of this Agreement, including but not limited to any claims related to Content provided by Customer.

8. Limitation of Liability

8.1 Limitation. To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the other party, whether in an action in contract or tort, even if the party has been advised of the possibility of such damages.

8.2 Cap on Liability. STARONE’s aggregate liability for all claims under this Agreement shall not exceed the total amount paid by Customer to STARONE for the Services during the twelve (12) months preceding the claim.

9. Warranties and Disclaimers

9.1 Warranties. STARONE represents and warrants that it has the legal power to enter into this Agreement and that the Services will perform substantially in accordance with the Documentation under normal use.

9.2 Disclaimer. Except as expressly provided herein, the Services are provided “as is” and STARONE disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Miscellaneous

10.1 Governing Law. This Agreement will be governed by and interpreted in accordance with English law.

10.2 Notices. All notices shall be in writing and sent to office@staroneai.com.

10.3 Amendments. STARONE may modify this Agreement from time to time by giving notice to Customer. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

10.4 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, strikes, or governmental action.

10.5 Entire Agreement. This Agreement, including any Order Forms, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

10.6 Assignment. Customer may not assign this Agreement without the prior written consent of STARONE. STARONE may assign this Agreement without Customer’s consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.1 Amendment. STARONE LABS LIMITED may modify this Agreement (which may include changes to STARONE LABS LIMITED’s pricing and plans) from time to time by giving notice to the Customer by email or through the Services. Unless a shorter period is specified by STARONE LABS LIMITED (e.g., due to changes in law or exigent circumstances), modifications become effective upon renewal of the Customer’s current Subscription Term or entry into a new Order Form. If STARONE LABS LIMITED specifies that the modifications to the Agreement will take effect prior to the Customer’s next renewal or Order Form and the Customer notifies STARONE LABS LIMITED of its objection to the modifications within 30 days after the date of such notice, STARONE LABS LIMITED (at its option and as the Customer’s exclusive remedy) will either: (a) permit the Customer to continue under the existing version of this Agreement until expiration of the then-current subscription term (after which time the modified Agreement will go into effect) or (b) allow the Customer to terminate this Agreement and receive a refund of any pre-paid fees allocable to the terminated portion of the applicable subscription term. The Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute the Customer’s acceptance of such updated version.

11.2 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of England and Wales, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the London Court of International Arbitration (LCIA). Such dispute or claim shall be settled by simplified arbitration arranged by LCIA in accordance with the rules of arbitration procedure adopted by LCIA and in force at the time when such proceedings are commenced. Arbitration shall be conducted in London, before one arbitrator appointed in accordance with the LCIA Rules. All arbitration shall be conducted in English. The award rendered thereon by the arbitrator shall be final and binding on the Parties thereto, and judgment thereon shall be confidential and may be entered in any court of competent jurisdiction. Nothing in this Section 13.5 shall prevent either Party from applying to a court of competent jurisdiction for equitable or injunctive relief.

11.3 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by any event beyond the control of such Party, provided that such Party uses reasonable efforts to notify the other Party of the cause of such delay and to resume performance as soon as possible.

11.4 Notices. All notices, requests, and other communications to the other Party hereunder must be in writing and sent to office@staroneai.com.

11.5 Assignment. This Agreement may not be assigned by either Party without the other Party’s prior written consent, whether by operation of law or otherwise, except that either Party may assign this Agreement to its successor in the event of a merger, acquisition, or sale of all or substantially all of the assets of such Party. Any other purported assignment shall be void.

11.6 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Note: These Terms of Service do not replace the Terms of Service for those Customers who have a separately negotiated agreement.