Last Revised: July 24, 2024

These Terms of Service (these “Terms of Service”) govern your access and use of (i) the website available at https://starcycle.ai (together with any successor site, the “Site”), and (ii) all applications, services, content, tools, features, and functionalities offered on or through the Site (collectively, the “Service”), which are provided by or on behalf of Starcycle, Inc. (the “Company”, “we” or “us”). By accepting these Terms of Service or by accessing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

For purposes of these Terms of Service, “you” or “Customer” refers to you as the user of the Service. If the individual accepting these Terms of Service is acting on behalf of an entity, such individual represents and warrants that they have the right, power and authority to act on behalf of and bind such entity.

If you engage the Company to provide certain advisory and/or consulting services, then such services will be provided pursuant to the terms of the Services Agreement entered into between you and the Company, not these Terms of Service.

SERVICE ACCESS; RESTRICTIONS

Access to the Service. Subject to the terms and conditions herein, the Company hereby grants you a non-exclusive right to access and use the Service solely for Customer’s internal business purposes during the Term.

Usage Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Customer’s authorized employees); (d) use the Service to create or develop a competitive product or service; (e) attempt to gain unauthorized access to the Service or make the Service available to anyone (other than Customer’s authorized employees); (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g) interfere with or disrupt the integrity or performance of the Service; (h) circumvent, remove, alter or thwart any technological measure or content protections of the Service; (i) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; or (j) otherwise use the Service except as expressly permitted herein.

Third Party Services. The Service contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications (the “Third Party Services”). All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service. The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service.

Data

License to Customer Data. Customer is solely responsible for all data, content, information, and other materials uploaded, posted or otherwise provided to or through the Service by Customer (the “Customer Data”). Customer is responsible for (a) the accuracy, quality and legality of Customer Data, and (b) the means by which Customer acquired Customer Data. Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company’s subcontractors performing services for the Company and to third party service providers used by the Company in providing the Service) to access, use, reproduce and create derivative works of all Customer Data to (i) provide the Service to Customer during the Term and (ii) to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings during and after the Term. Furthermore, the Company shall have the right to collect and analyze data and other information relating to Customer’s use and access of the Service (“Usage Data”) and the Company will be free (during and after the Term) to use such Usage Data for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other de-identified form.

PROPRIETARY RIGHTS

Company Rights. The Company shall own and retain all right, title and interest in and to the Service, and all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under these Terms of Service are reserved by the Company.

Feedback. Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service, and any other feedback provided by Customer (collectively, “Feedback”) are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.

Customer Rights. As between the parties, subject to the Company’s rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT THE COMPANY MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Termination. You agree that the Company, in its sole discretion, may suspend or terminate your account (if applicable) or use of the Service for any reason, including for lack of use or if the Company believes that you have violated these Terms of Service. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice.

GOVERNMENT MATTERS. Customer may not remove or export from the United States or allow the export or re-export of the API, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the API (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms of Service and will be prohibited except to the extent expressly permitted by these Terms of Service.

MISCELLANEOUS. Customer may not assign these Terms of Service, except with the Company’s prior written consent. The Company may freely assign these Terms of Service. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. These Terms of Service, together with any separate services agreement between Customer and the Company, constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the Parties with respect to the subject matter hereof. These Terms of Service and any dispute arising hereunder shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions thereof. Any legal action brought under or in connection with the subject matter of these Terms of Service shall be brought only in the Federal or State courts within New York, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of these Terms of Service in any other court or forum. Without limiting anything herein, the Company shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of the Company, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures. For all purposes under these Terms of Service, each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with these Terms of Service will be in writing and sent, if to Customer, to the address associated with Customer’s account (if applicable), and if to the Company, to the address specified in Section 10 below, or in each case such other address as may be properly specified by written notice hereunder. ****

AMENDMENTS. The Company reserves the right, at its sole discretion, to change or modify portions of these Terms of Service at any time. If the Company does this, it will post the changes on this page and will update the “Last Revised” date at the top of the page of these Terms of Service. The most current version of these Terms of Service is available at any time at https://www.starcycle.ai/terms. The Company will also use commercially reasonable efforts to notify Customer of any material changes thirty (30) days prior to any such material changes taking effect, either through the Service user interface, or email via the email address associated with Customer’s account (if applicable), or through other reasonable means. Customer’s continued use of the Service after the date any such changes become effective constitutes Customer’s acceptance of the new Terms of Service. If any change to these Terms of Service is not acceptable to Customer, Customer’s only remedy is stop using the Service.

CONTACT. Please contact the Company at support@starcycle.ai and 442 5th Avenue #2775, New York, NY 10018 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.