Effective Date: May 14, 2026
Please read these Terms carefully before using the Service. By accessing or using the Service, you agree to be bound by these Terms.
These Terms of Service (these "Terms"), together with any Order Forms, Statements of Work, or other agreements expressly incorporated herein by reference (collectively, the "Agreement"), constitute a legally binding contract between Northstar AI, Inc., a Delaware corporation ("Northstar," "we," "us," or "our"), and the individual or legal entity accessing or using the Service (as defined below) ("Customer," "you," or "your"). BY CLICKING "I AGREE," "SIGN UP," OR ANY SIMILAR BUTTON, BY ACCESSING OR USING THE SERVICE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.
If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. In such case, "Customer" and "you" shall refer to such entity. If you lack such authority, you must not accept these Terms or access the Service on behalf of any entity.
Northstar reserves the right to modify these Terms at any time in its sole discretion. When material changes are made, Northstar will provide notice through the Service or by sending an email to the address associated with your account at least thirty (30) days prior to the effective date of such changes, unless emergency circumstances require a shorter notice period. Your continued access to or use of the Service following the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to any modified Terms, your sole remedy is to terminate your account and discontinue use of the Service before the effective date of the modification.
These Terms, together with Northstar's Privacy Policy (located at northstar.ai/privacy) and any applicable Order Forms or Statements of Work, constitute the entire agreement between the parties with respect to its subject matter, and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form shall control solely to the extent of the conflict.
As used in this Agreement, the following capitalized terms have the meanings set forth below:
Subject to the terms and conditions of this Agreement, including timely payment of all applicable fees, Northstar hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Service solely for Customer's internal business purposes and in accordance with the Documentation and any usage limits specified in the applicable Order Form.
Customer may permit its Authorized Users to access and use the Service. Customer is responsible for: (a) ensuring that each Authorized User complies with these Terms; (b) all actions taken by Authorized Users through Customer's account; (c) the confidentiality and security of account credentials; and (d) promptly notifying Northstar at support@northstar.ai of any unauthorized access or breach of security.
Customer shall not, and shall not permit any Authorized User or third party to: (a) sublicense, sell, resell, transfer, assign, or otherwise make the Service available to any third party other than Authorized Users; (b) copy, modify, translate, or create derivative works of the Service or any portion thereof; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or trade secrets of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction; (d) access or use the Service to build a competing product or service, or benchmark the Service for publication without Northstar's prior written consent; (e) send or store malicious code, viruses, or harmful data through the Service; (f) use the Service in violation of any applicable law or regulation, including but not limited to laws governing commercial email (CAN-SPAM Act, CASL, GDPR), data protection, and consumer privacy; (g) use the Service to transmit unsolicited bulk communications in violation of applicable anti-spam laws; (h) circumvent or disable any security features, rate limits, or access controls; (i) use automated means to access the Service in a manner that imposes an unreasonable load on Northstar's infrastructure; or (j) remove or obscure any proprietary notices or labels on the Service.
If Northstar makes application programming interfaces ("APIs") available to Customer, Customer's use of such APIs is governed by these Terms and any additional API documentation provided by Northstar. Northstar reserves the right to modify, deprecate, or discontinue any API upon reasonable notice, and shall not be liable for any damages arising from such modifications, deprecations, or discontinuations.
Customer is solely responsible for ensuring that its use of the Service complies with all applicable federal, state, local, and international laws, regulations, and rules, including but not limited to: (a) the CAN-SPAM Act of 2003 and implementing regulations; (b) Canada's Anti-Spam Legislation (CASL); (c) the General Data Protection Regulation (GDPR) and applicable national implementing legislation; (d) the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA); (e) the Telephone Consumer Protection Act (TCPA); and (f) any other applicable privacy, data protection, electronic communications, or marketing laws in any jurisdiction in which Customer operates or contacts prospects.
Customer represents and warrants that: (a) it has a lawful basis under applicable law for contacting each individual to whom it sends outbound communications using the Service; (b) all outreach sent through the Service will comply with applicable opt-out, unsubscribe, and suppression list requirements; (c) Customer will honor opt-out and unsubscribe requests within the timeframes required by applicable law; (d) Customer will not use the Service to send communications that are false, misleading, fraudulent, or deceptive; and (e) Customer's use of the Service to process personal data of third-party contacts will comply with applicable data protection law, including any requirement to enter into data processing agreements with relevant parties.
Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. Northstar is a mere processor of Customer Data and does not independently verify the accuracy or legality of Customer Data. Customer acknowledges that Northstar has no obligation to review Customer Data for compliance with applicable laws, and that Customer assumes all liability arising from Customer Data, including any claims by third parties whose personal data is included in Customer Data.
Customer shall implement and maintain reasonable security measures to protect its account credentials and prevent unauthorized access to the Service. Customer shall immediately notify Northstar at support@northstar.ai upon becoming aware of any unauthorized access to its account, any compromise of account credentials, or any other security incident affecting the Service. Northstar shall not be liable for any loss or damage arising from Customer's failure to maintain the security of its credentials.
Customer shall not use the Service to transmit, distribute, or store: (a) content that is defamatory, obscene, pornographic, harassing, threatening, or otherwise objectionable; (b) content that infringes or misappropriates any intellectual property right, right of privacy, or right of publicity of any third party; (c) content that violates any applicable law or regulation; (d) content designed to facilitate phishing, fraud, or deceptive practices; or (e) any content that Northstar determines, in its sole discretion, is harmful to its systems, other customers, or reputation. Northstar reserves the right to remove any Customer Data that violates this Section 4.5 without prior notice, and to suspend or terminate Customer's access to the Service for material or repeated violations.
Customer agrees to pay all fees specified in the applicable Order Form ("Fees"). Unless otherwise specified in the Order Form, all Fees are quoted and payable in United States dollars. Northstar reserves the right to change its pricing at any time; however, pricing changes will not take effect until the commencement of the next renewal Subscription Term, subject to thirty (30) days' prior written notice to Customer.
Unless otherwise specified in the applicable Order Form, all Fees are due and payable in advance on a monthly or annual basis (as selected at the time of purchase). Customer authorizes Northstar to charge Customer's payment method on file for all applicable Fees on the billing date specified in the Order Form. If any payment is not received when due, Northstar may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower); and (b) suspend Customer's access to the Service until all overdue amounts are paid in full.
Certain subscription plans may include or allow the purchase of credits ("Credits") used to access specific features of the Service, such as contact enrichment. Credits do not expire during the active Subscription Term. Upon termination or expiration of the Agreement for any reason, all unused Credits are forfeited and non-refundable, except as expressly required by applicable law or as set forth in Section 5.5.
All Fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, including value-added tax, goods and services tax, sales and use taxes, and withholding taxes ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, excluding taxes based on Northstar's net income. If Northstar is required by law to collect or remit Taxes, Northstar will invoice Customer for such Taxes, and Customer agrees to pay such Taxes in addition to the applicable Fees.
Except as expressly set forth in this Section or as required by applicable law, all Fees paid are non-refundable. Northstar may, in its sole discretion, issue a pro-rated refund or credit if Customer terminates its subscription during the Subscription Term due to a material breach by Northstar that Northstar fails to cure within thirty (30) days of receiving written notice specifying the breach in reasonable detail. Free trial periods are not eligible for refunds.
If Customer disputes any charge in good faith, Customer must notify Northstar in writing at legal@northstar.ai within thirty (30) days of the charge date. Failure to dispute a charge within such period constitutes Customer's waiver of any claim with respect to such charge. The parties will use good faith efforts to resolve disputed charges within fifteen (15) business days of receipt of written notice.
Northstar may, in its sole discretion, offer a free trial of the Service for a limited period ("Trial Period"). At the conclusion of the Trial Period, Customer's access to the Service will be suspended unless Customer subscribes to a paid plan and provides valid payment information. Northstar reserves the right to modify, suspend, or terminate free trials at any time without notice.
Northstar may make certain features or functionality available to Customer on a beta, preview, or early access basis ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranty, support obligation, or service level commitment. Northstar may discontinue Beta Features at any time without notice. Customer's use of Beta Features is subject to any additional terms Northstar may specify in connection with such features.
As between the parties, Northstar owns and retains all right, title, and interest in and to the Service, including all software, algorithms, models, designs, user interfaces, documentation, and all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement. The Northstar name, logo, and all related trademarks, service marks, and trade names are the property of Northstar.
As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer hereby grants Northstar a limited, non-exclusive, royalty-free, worldwide license to access, process, copy, store, and use Customer Data solely to the extent necessary to provide and improve the Service during the Subscription Term, and as further described in Northstar's Privacy Policy. This license terminates upon the expiration or termination of the Agreement.
If Customer or any Authorized User provides Feedback to Northstar, Customer hereby assigns to Northstar all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Northstar may use Feedback without restriction or obligation to Customer. Customer represents and warrants that it has the right to make such assignment.
Notwithstanding anything to the contrary in this Agreement, Northstar may monitor, collect, and analyze data and information relating to the provision, use, and performance of the Service, and may compile such data in an aggregated, de-identified form ("Aggregated Data"). Northstar retains all right, title, and interest in and to Aggregated Data and may use Aggregated Data for any lawful business purpose, including product improvement, industry reporting, and machine learning, provided that such Aggregated Data does not identify Customer or any individual.
The Service may use artificial intelligence and machine learning to generate content, including email drafts, contact summaries, and recommended actions ("AI Output"). Northstar does not claim ownership of AI Output generated specifically in response to Customer's inputs. Customer is solely responsible for reviewing, approving, and ensuring the accuracy and appropriateness of all AI Output before use. Northstar makes no representation or warranty regarding the accuracy, completeness, or fitness for any particular purpose of AI Output.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the other party's Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use the other party's Confidential Information solely for the purpose of exercising rights or fulfilling obligations under this Agreement.
A Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, court order, or governmental authority, provided that: (a) the Receiving Party provides the Disclosing Party with prompt written notice of such requirement prior to disclosure, to the extent permitted by law; (b) the Receiving Party cooperates with the Disclosing Party's reasonable efforts to seek a protective order or other appropriate relief; and (c) the Receiving Party discloses only that portion of the Confidential Information that is legally required to be disclosed.
The obligations of confidentiality set forth in this Section 8 shall survive for a period of three (3) years following the expiration or termination of this Agreement; provided, however, that obligations with respect to trade secrets shall survive indefinitely or for such longer period as may be required by applicable law.
Northstar's collection and use of personal data about Customer and Authorized Users is governed by Northstar's Privacy Policy, which is incorporated herein by reference. By accessing or using the Service, Customer consents to Northstar's data practices as described in the Privacy Policy.
To the extent that Customer processes personal data of third parties (including prospects and contacts) using the Service, and to the extent that applicable data protection laws require a data processing agreement between the parties, Customer and Northstar agree to enter into Northstar's standard Data Processing Agreement ("DPA"), which is available upon request at legal@northstar.ai. The DPA is incorporated into this Agreement by reference upon execution. In the event of a conflict between these Terms and the DPA with respect to data protection matters, the DPA shall control.
Northstar maintains commercially reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, as further described in Northstar's Security Documentation available at northstar.ai. Northstar will notify Customer without undue delay upon becoming aware of any security incident that results in the actual or reasonably suspected unauthorized access to, disclosure of, or loss of Customer Data.
The Service may integrate with or link to Third-Party Services, including but not limited to Google Workspace, CRM platforms, payment processors, data enrichment providers, and AI model providers. Northstar's use of certain Third-Party Services (including large language model providers) is described in the Privacy Policy. Customer's use of any Third-Party Services is governed solely by the terms and conditions of such Third-Party Services, and Northstar is not responsible for the availability, accuracy, content, products, services, or privacy practices of any Third-Party Service.
Northstar's integration with or reference to Third-Party Services does not constitute an endorsement of, or any affiliation with, such Third-Party Services or their operators. Customer acknowledges that Northstar does not control Third-Party Services and that Northstar's ability to provide the Service may be affected by the availability or performance of Third-Party Services.
The Service may incorporate open source software components. Each such component is licensed under the applicable open source license, the terms of which are available in Northstar's documentation. To the extent any open source license terms conflict with this Agreement, the open source license terms shall govern solely with respect to the relevant component.
Each party represents and warrants to the other that: (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and performance of this Agreement do not conflict with any other agreement to which it is a party or by which it is bound; and (c) it will comply with all applicable laws and regulations in its performance of this Agreement.
Northstar warrants that during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty, and Northstar's entire obligation, shall be for Northstar to use commercially reasonable efforts to correct the non-conforming functionality, or, if Northstar is unable to do so within thirty (30) days, to provide Customer with a pro-rated refund of prepaid Fees for the period during which the Service was materially non-conforming. This warranty shall not apply to: (a) issues caused by Customer's misuse or unauthorized modification of the Service; (b) issues caused by Third-Party Services; or (c) Beta Features.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE SERVICE AND ALL RELATED MATERIALS, INCLUDING DOCUMENTATION, AI OUTPUT, AND DATA PROVIDED THROUGH THE SERVICE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NORTHSTAR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY DATA OR INFORMATION PROVIDED THROUGH THE SERVICE, INCLUDING AI OUTPUT; AND (D) ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS OR PRODUCE ANY PARTICULAR OUTCOME, INCLUDING MEETINGS BOOKED, REVENUE GENERATED, OR RESPONSE RATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU.
IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
EXCEPT FOR (A) CUSTOMER'S OBLIGATION TO PAY FEES, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, OR (C) EITHER PARTY'S LIABILITY ARISING FROM ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE THEORY OF LIABILITY.
The parties acknowledge that the limitations of liability set forth in this Section 12 are an essential element of the basis of the bargain between the parties. In the absence of such limitations, Northstar would not have entered into this Agreement or would have charged substantially higher fees for the Service.
Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In such jurisdictions, Northstar's liability shall be limited to the greatest extent permitted by applicable law. Nothing in this Agreement shall limit liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or fraudulent misrepresentation.
Customer shall indemnify, defend, and hold harmless Northstar and its Affiliates, officers, directors, employees, agents, successors, and assigns (each, a "Northstar Indemnitee") from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (a) Customer's breach of any representation, warranty, covenant, or obligation under this Agreement; (b) Customer's use of the Service in violation of applicable law, including any claim by a recipient of Customer's outbound communications; (c) any claim that Customer Data infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, or other legal rights; (d) Customer's negligence or willful misconduct; or (e) any dispute between Customer and any of its Authorized Users or third-party prospects.
Northstar shall indemnify, defend, and hold harmless Customer and its Affiliates, officers, directors, employees, agents, successors, and assigns from and against any Losses arising out of or relating to any third-party claim alleging that the Service, as provided by Northstar and used in accordance with this Agreement, directly infringes any United States patent, copyright, trademark, or trade secret of such third party. Northstar's obligations under this Section 13.2 shall not apply to the extent that the claim arises from: (a) Customer's modification of the Service; (b) use of the Service in combination with products or services not provided by Northstar; (c) Customer Data; (d) Customer's failure to implement updates or modifications provided by Northstar that would have prevented the claim; or (e) Beta Features.
The party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the other party ("Indemnifying Party") in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party shall not settle any claim in a manner that imposes liability, obligation, or restriction on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld; and (c) provide the Indemnifying Party with reasonable cooperation and assistance at the Indemnifying Party's expense.
This Agreement commences on the date Customer first accepts these Terms and continues until all Subscription Terms have expired or been terminated in accordance with this Agreement ("Term").
Unless otherwise specified in the applicable Order Form, each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (or one year, whichever is shorter), at the then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Either party may terminate this Agreement, effective immediately upon written notice, if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, insolvency, or similar proceedings that are not dismissed within sixty (60) days; or (c) ceases operations. Northstar may also immediately suspend or terminate Customer's access to the Service, without prior notice, if Northstar reasonably believes that Customer is using the Service in violation of Section 4 or in a manner that poses a risk to Northstar's systems, other customers, or third parties.
Upon expiration or termination of this Agreement for any reason: (a) all licenses granted hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Service; (c) each party shall promptly return or destroy the other party's Confidential Information as instructed in writing by the Disclosing Party; (d) Customer shall remain liable for all Fees accrued prior to termination; and (e) Northstar shall, upon written request by Customer received within thirty (30) days of termination, provide Customer with a one-time export of Customer Data in a standard machine-readable format, after which Northstar may delete Customer Data in accordance with its standard data retention schedules.
The following Sections shall survive any expiration or termination of this Agreement: Sections 1.4, 2, 5 (with respect to outstanding payment obligations), 7.1, 7.3, 7.4, 8, 11.3, 12, 13, 14.4, 14.5, 15, 16, and 17.
Before initiating any formal dispute resolution proceeding, the parties shall first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through good faith negotiations. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to resolve the Dispute through good faith negotiation.
IF THE DISPUTE IS NOT RESOLVED THROUGH INFORMAL NEGOTIATION, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS THEN-CURRENT COMPREHENSIVE ARBITRATION RULES AND PROCEDURES, RATHER THAN IN COURT. THE ARBITRATION SHALL TAKE PLACE IN SAN FRANCISCO, CALIFORNIA, OR REMOTELY BY MUTUAL AGREEMENT. THE ARBITRATOR SHALL APPLY THE GOVERNING LAW SPECIFIED IN SECTION 16.1. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending resolution of a Dispute through arbitration. The arbitration obligation of this Section 15 shall not apply to claims by Northstar for outstanding Fees owed.
The costs of arbitration, including filing fees and arbitrator compensation, shall be allocated in accordance with JAMS's then-current fee schedule. The prevailing party in any arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any matters not subject to arbitration under Section 15, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of disputes.
Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond such party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, power outages, internet or network failures, or acts or omissions of third-party service providers ("Force Majeure Event"). The affected party shall provide prompt written notice to the other party describing the Force Majeure Event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party.
Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement without Northstar's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Northstar may assign this Agreement or any of its rights and obligations hereunder without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of each party's successors and permitted assigns.
All notices required or permitted under this Agreement shall be in writing and deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier, with written confirmation of receipt; (c) three (3) business days after mailing by certified or registered mail, return receipt requested, postage prepaid; or (d) upon transmission by email with electronic confirmation of receipt (provided that a copy is simultaneously sent by another permitted method). Notices to Northstar shall be directed to: Northstar AI, Inc., Attn: Legal Department, 340 Pine Street, Suite 800, San Francisco, CA 94104, legal@northstar.ai. Notices to Customer shall be directed to the address or email on file with Northstar.
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall constitute a waiver of such right, power, or privilege. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of any right or remedy on any one occasion shall not be deemed a waiver of any other right or remedy on any other occasion.
If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect, provided that the essential economic terms and intent of this Agreement are not materially altered.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
The parties are independent contractors. Nothing in this Agreement creates or shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other party or incur any obligation on the other party's behalf.
Customer shall not use or export the Service in violation of any applicable export laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce and regulations administered by the U.S. Office of Foreign Assets Control. Customer represents and warrants that it is not located in, organized under the laws of, or a resident of any country subject to comprehensive U.S. economic sanctions, and is not included on any U.S. government denied-party list.
If Customer is a U.S. federal government agency or instrumentality, Customer acknowledges that the Service constitutes "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. The Service is licensed to U.S. Government end users only as commercial items and with only those rights as are granted to all other end users pursuant to these Terms.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including click-to-accept) shall be deemed valid and enforceable to the same extent as original signatures.
Section headings and subsection headings are for convenience only and shall not affect the interpretation of this Agreement.
If you have any questions about these Terms or wish to provide notice under this Agreement, please contact us at: Northstar AI, Inc., 340 Pine Street, Suite 800, San Francisco, CA 94104. Email: legal@northstar.ai. For non-legal support inquiries, please contact us at support@northstar.ai or through the in-app support chat.
Questions about these Terms? Contact us at legal@northstar.ai. For privacy-related inquiries, see our Privacy Policy.