Terms of Service

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Last edited on

Nov 6, 2023

Terms and Conditions

Last updated: November 6, 2023

BY EXECUTING A SIGNED ORDER FORM OR INDICATING ACCEPTANCE VIA AN ONLINE REGISTRATION PAGE (EACH, AN “ORDER FORM”), YOU AGREE TO THESE TERMS AND CONDITIONS (COLLECTIVELY, WITH THE ORDER FORM, THE “AGREEMENT”). IF YOU ARE USING THE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A COMPANY, CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE SUCH AUTHORITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE THE AFOREMENTIONED AUTHORITY OR DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THEY MAY NOT USE THE SERVICES OR ACCEPT THIS AGREEMENT.

This Agreement is entered into between SolStar Inc., a Delaware corporation (“Stella”) and the entity or person placing an order via the Order Form (“Customer” or “you”). The “Effective Date” of this Agreement is the date set forth in the applicable Order Form (or if none is provided, the date that Customer first registers for the Services).

Overview. Stella powers your AI-powered sales chatbot! When prospects visit your website, they are able to ask the Stella chatbot questions (collectively, “Inputs”) and Stella will respond with information and CTAs (such responses, “Outputs”). The Services are powered by a combination of Stella’s proprietary machine learning and large language models (LLMs) provided by third party AI platforms (“Third Party LLM Providers”).
Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Stella grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Stella service(s) specified in such Order Form (collectively, the “Services”) during the term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Stella’s applicable official user documentation (the “Documentation”).
Fees; Payment. Customer shall pay Stella the applicable fees (the “Fees”) as set forth in each Order Form. Customer shall provide Stella with valid and updated credit card information. Customer authorizes Stella to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 8 (Term; Termination). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Stella will invoice Customer in advance and otherwise in accordance with the relevant Order Form. If not otherwise specified in the Order Form, payments will be due within thirty (30) days of invoice and are nonrefundable. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Stella’s net income). All Fees paid are non-refundable and are not subject to set-off.
Customer Intellectual Property and Data. For purposes of this Agreement, “Customer Materials” shall include all Inputs and all data, information or other material provided, uploaded, or submitted by Customer to the Services. Customer shall retain all right, title and interest in and to the Customer Materials, including all intellectual property rights therein. Customer, not Stella, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Materials. DUE TO THE PUBLIC FACING NATURE OF THE SERVICES, CUSTOMER AGREES TO NOT USE THE SERVICES TO DELIVER OR COLLECT SENSITIVE PERSONAL OR PROPRIETARY INFORMATION. Any exchange of data or other interaction between Customer and Stella will be governed in accordance with Stella’s current privacy policy, which is available at https://chatwithstella.com/legal/privacy-policy and which is incorporated herein by reference.
Stella Intellectual Property. As between the parties, Stella retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Stella for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Stella with respect to the Services (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Stella and Stella may freely use and exploit such Feedback. Notwithstanding anything else, Stella may freely use and make available content or data submitted to, collected by, or generated by Stella in connection with the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer, for Stella’s business purposes (including without limitation, for purposes of improving, testing, operating, and marketing Stella’s models and products and services).
Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services provided by third parties (including, without limitation, Third Party LLM Provides) (“Third Party Services”). Stella is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Stella does not make any representations or warranties with respect to Third Party Services or any third-party providers.
Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) represent that the Output is human-generated; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (iii) modify, translate, or create derivative works based on the Services; (iv) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (v) use the Services for the benefit of a third party; (vi) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vii) use the Services to build an application or product that is competitive with any Stella product or service or any Third-Party LLM; (viii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (ix) bypass any measures Stella may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Materials onto the Services. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data laws). Customer shall not use the Services in a manner that is harmful, deceptive, threatening, harassing or obscene or that violates any third party intellectual property, contractual or other proprietary rights. Customer shall indemnify and hold Stella harmless against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from any violation of the foregoing or otherwise from Customer’s use of Services.
Term; Termination. Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the date of the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein, the term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the term set forth in such Order Form, and shall renew for successive one (1) year periods unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Stella may suspend Customer’s access to the Services if Customer’s account is more than sixty (60) days past due. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Customer as Indemnitor, the Customer Materials or Customer’s use of the Services infringes, violates, or misappropriates any third party intellectual property or proprietary right or violates any applicable law, or (ii) in the case of Stella as Indemnitor, the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Stella do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created by Stella (including without limitation any Customer Materials or any Outputs), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Stella, (iv) combined with other products, processes or materials not provided by Stella (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Services is not strictly in accordance herewith.
Warranty; Disclaimer. Stella will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. OUTPUTS MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION AND STELLA MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT THERETO.
Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF THE SECTION ENTITLED “RESTRICTIONS,” IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO STELLA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
Notice. All notices under this Agreement will be in writing and (a) for notices to Stella to 2261 Market Street, #4495, San Francisco, CA 94114 and (b) for notices to Customer, to the address or email address set forth in the applicable Order, or in each case, at such other address as may be given in writing by either party to the other in accordance with this sentence, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
Miscellaneous. This Agreement represents the entire agreement between Customer and Stella with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Stella with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in San Francisco, California under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer may not assign any of its rights or obligations under this Agreement without Stella’s consent. Customer agrees to allow Stella to use and display Customer’s name and logo on Stella’s website and in Stella’s promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.