Terms of Service

Introduction

These Terms of Service (the "Terms") constitute a legally binding agreement made by and between:

Starloop LLC, a limited liability company organized under the laws of the State of Delaware, with its address at 2093 Philadelphia Pike #7077, Claymont, DE 19703 ("Starloop", "We", "Us", "Our"), and

The business entity that registers for or uses the Services (the "Customer", "You", "Your").

Starloop and the Customer are hereinafter referenced each separately as the "Party" and collectively as the "Parties".

Table of contents

1. 1. General
2. 2. Description of the Services
3. 3. License to the Materials
4. 4. Representations and warranties
5. 5. Prohibited use
6. 6. Fees, payment, renewal, and cancellation
7. 7. Disclaimer of warranties
8. 8. Limitation of liability
9. 9. Indemnification
10. 10. Term, suspension, and termination
11. 11. Governing law and Dispute Resolution
12. 12. Miscellaneous

1. General

You accept these Terms by registering an account, by clicking to accept them, by executing an Order that incorporates them, or by accessing or using any part of the Services, whichever occurs first. If You do not accept these Terms in full, do not register for or use the Services.

Business use only. The Services are offered solely to businesses, organizations, and other legal entities acting in the course of a trade, business, craft, or profession, and to sole proprietors acting in that capacity. The Services are not offered to consumers and are not intended for personal, family, or household use.

Authority. The individual accepting these Terms represents and warrants that he or she is at least 18 years of age and holds full authority to bind the entity on whose behalf he or she acts. Where that individual lacks such authority, that individual accepts these Terms personally and is personally bound by them.

Permitted territories. The Services are made available only to businesses established in the United States, Canada, or Australia (each the "Permitted Territory"), and only for the transmission of messages to persons to whom You instruct Us to send a message (each the "Recipient") located in a Permitted Territory. You must not register for the Services from outside a Permitted Territory, upload the contact details of any person located outside a Permitted Territory, or instruct Us to transmit any message to a person located outside a Permitted Territory. We may refuse, remove, suppress, or decline to transmit to any record that We reasonably believe falls outside a Permitted Territory, and no such action constitutes a failure to provide the Services or a breach of these Terms.

Order of precedence. Where the documents governing Your use of the Services conflict, the following order of precedence applies: (a) a separate written agreement executed by authorized representatives of both Parties; (b) the Order; (c) these Terms; and (d) any policy or documentation incorporated into these Terms by reference. For the purposes of these Terms, the "Order" means the written order document that identifies Your subscription plan, price, usage allowances, and billing period, conducted separately between the Parties.

2. Description of the Services

Starloop provides a software-as-a-service platform through which You may invite Your own customers to submit feedback and reviews, transmit review invitations and related messages by email and other supported channels, monitor and manage reviews published on independent review platforms, invite members of Your organization to Your account, and access the reporting and analytics features included in Your plan (collectively, the "Services").

The features, usage allowances, message volumes, and support available to You are those set out in Your Order. We may add, modify, improve, or discontinue features of the Services at any time, provided that We will not materially reduce the core functionality of a plan You have prepaid for during the period You have prepaid for.

Messages are sent at Your instruction. You select the Recipients, supply their contact details, determine the content and timing of each message, and instruct Us to transmit it. We transmit messages as an agent acting on Your instructions. We do not select Recipients, verify contact details, or review message content for compliance with any law, and We are under no obligation to do so.

Invitations to Your account. Where the Services permit You to invite another person to access Your account, You are responsible for each invitation You send, for the authority of each invited person to act on Your behalf, and for all activity conducted by every person to whom You grant access.

No guarantee of outcome. We make no representation, warranty, undertaking, or guarantee of any kind as to any result arising from Your use of the Services, including as to the number, rating, sentiment, timing, publication, retention, visibility, or ranking of any review, as to message deliverability, open rates, response rates, or conversion, or as to any increase in traffic, revenue, reputation, or search ranking. Results depend on Your own customers, Your own business practices, and the independent decisions of third-party platforms and network operators, none of which are within Our control.

Third-party platforms and networks. The Services interoperate with independent third parties, including review platforms, email service providers, messaging aggregators, telecommunications carriers, and hosting providers. Those third parties operate under their own terms, set their own rules, and decide for themselves whether to accept, deliver, display, retain, or remove any message or review. Filtering, throttling, blocking, delay, non-delivery, suspension, de-listing, removal, rate limiting, registration requirements, outage, modification, or discontinuation by any such third party does not constitute a failure to provide the Services and creates no liability for Us of any kind.

Beta features. Features identified as beta, preview, trial, or early access are provided on an as-is basis for evaluation only, may be modified or withdrawn at any time without notice, and are excluded from every commitment in these Terms.

Tree-planting commitment. Where Your plan includes tree planting, We commit to use commercially reasonable efforts to engage one or more independent planting organizations (each a "Planting Partner") and to fund, from Our own resources, the planting of one tree for each qualifying review attributed to Your account. Our commitment is a commitment to seek out a Planting Partner and to pay that Planting Partner the agreed amount. It is not a commitment to plant a tree by Us, and it is not a guarantee that any particular tree will be planted, will germinate, will take root, or will survive for any period.

Qualifying reviews. A review qualifies regardless of its rating, sentiment, or content. We may exclude any review that is duplicated, withdrawn, removed by the platform on which it was published, generated in breach of Section 5 of these Terms, or that We reasonably believe to be fraudulent or not to reflect a genuine customer experience.

Fulfilment. We may discharge the commitment in aggregated batches, at intervals of Our choosing, in the planting seasons and geographies determined by the Planting Partner, and through any combination of Planting Partners. Any counter, badge, or figure displayed in Your account is an indicative record of commitments accrued, amounts funded, or plantings reported to Us by a Planting Partner, and is not a representation that a specific tree exists or has been planted.

Cost changes. If the cost of funding one tree increases, if a Planting Partner changes its pricing or minimum order, or if the economics of the program otherwise change materially, We may adjust the ratio of trees to qualifying reviews, substitute a contribution of equivalent monetary value to an environmental initiative of comparable purpose, or modify the program in any other reasonable manner. Any such change applies prospectively only and does not reduce commitments already accrued and funded.

No liability for Planting Partners. Planting Partners are independent contractors and are not Our agents, employees, subcontractors, or partners. We do not control, supervise, or warrant their operations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY ACT, OMISSION, DELAY, FAILURE, INSOLVENCY, MISREPRESENTATION, OR NON-PERFORMANCE OF ANY PLANTING PARTNER, NOR FOR ANY EVENT AFFECTING A PLANTED OR UNPLANTED TREE, INCLUDING FIRE, DROUGHT, FLOOD, STORM, DISEASE, PEST, LAND-USE CHANGE, EXPROPRIATION, WAR, CIVIL UNREST, OR ANY OTHER NATURAL OR HUMAN CAUSE. Where a Planting Partner fails to perform, Our sole obligation is to use commercially reasonable efforts to arrange a substitute of comparable value, and You have no right to a refund, credit, damages, or any other remedy in respect of that failure.

No environmental representation. We make no representation or warranty or other assurance that the program makes Your business, Your products, or Your services carbon neutral, climate neutral, climate positive, net zero, offset, or environmentally neutral, and We do not certify, audit, or verify any environmental benefit.

Your own environmental claims. We may supply badges, widgets, or descriptive wording relating to Your participation. You may use them only in the form supplied and only while Your subscription is active. Environmental claims made to consumers are regulated, including by the Federal Trade Commission's Green Guides in the United States, the Competition Act in Canada, and the Australian Consumer Law. You must not describe Your participation as rendering Your business or its offerings carbon neutral, climate neutral, offset, net zero, or environmentally neutral, nor present it as a certification, accreditation, or sustainability label. You are solely responsible for every environmental claim You make, including any claim built on materials We supply, and Section 9 of these Terms applies to any claim arising from it.

Account registration. To use the Services You must register an account and supply accurate, current, and complete registration information, including the legal name of Your entity, its jurisdiction of formation, a valid business email address, and billing details. You must keep that information accurate and current throughout the term.

We may refuse, suspend, or cancel any registration at Our discretion, including where We are unable to verify the information supplied or where registration appears to originate outside a Permitted Territory.

Credentials. You are solely responsible for maintaining the confidentiality and security of all account credentials, including usernames, passwords, access tokens, API keys, and any multi-factor authentication device or code. You must not share credentials with any person who is not authorized to act on Your behalf, and You must require each authorized individual to use an individual login where the Services support one.

Activity under Your account. You are responsible for all activity conducted through Your account, including every message transmitted, every Recipient uploaded, every integration connected, and every charge incurred. Any person using Your credentials is deemed to act with Your authority as between You and Us.

Account loss. You must notify Us immediately at support@starloop.com on becoming aware of or suspecting any loss, theft, disclosure, or unauthorized use of Your credentials or any unauthorized access to Your account. Until We receive that notice and have a reasonable opportunity to act on it, You bear the full consequences of the compromise.

No liability for account loss. To the maximum extent permitted by applicable law, We are not liable for any loss, damage, cost, charge, claim, or liability arising from or connected with the loss, theft, sharing, disclosure, weakness, or unauthorized use of Your credentials, or from any unauthorized access to or use of Your account.

We may require You to reset credentials, enable multi-factor authentication, or take other security measures where We reasonably consider it necessary to protect the Services, Your account, or any Recipient.

3. License to the Materials

Our property. The Services, together with all software, source code, interfaces, databases, designs, documentation, templates, badges, widgets, text, graphics, trademarks, trade names, logos, and other materials made available through them (the "Materials"), are owned by Starloop or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws. Except for the limited license granted in this Section 3, no right, title, or interest in the Materials passes to You.

License to You. Subject to Your compliance with these Terms and payment of all fees due, We grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and the Materials during the term of Your subscription, solely for Your own internal business purposes and within the limits of Your plan.

Restrictions. You must not, and must not permit any third party to: copy, modify, translate, or create derivative works of the Materials; reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Services; rent, lease, lend, sell, resell, sublicense, distribute, time-share, or provide the Services to any third party as a service bureau; remove, obscure, or alter any proprietary notice; circumvent any usage limit, access control, rate limit, or security measure; access the Services to build, train, or improve a competing product or service, or for benchmarking without Our prior written consent; or scrape, crawl, or extract data from the Services other than through interfaces We expressly provide.

Your data. You retain all right, title, and interest in the data, contact records, content, and materials You or Your authorized users submit to the Services (the "Customer Data"). You grant Us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, adapt, and otherwise process Customer Data solely as necessary to provide, secure, support, and improve the Services, to follow Your instructions, and to comply with applicable law. We may engage service providers under appropriate contractual protections for that purpose.

Aggregated data. We may generate and use aggregated and de-identified data derived from use of the Services for any lawful business purpose, including deliverability management, fraud and abuse prevention, analytics, and product development, provided that such data does not identify You, Your users, or any Recipient.

Feedback. You may submit suggestions, ideas, or feedback concerning the Services. You grant Us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and exploit that feedback for any purpose without attribution, compensation, or obligation of any kind, and such use confers no right in Your confidential information or Customer Data.

Your marks. You grant Us a non-exclusive, royalty-free license to use Your business name and logo to identify You as a customer in Our marketing materials. You may withdraw that license at any time by written notice to support@starloop.com, and We will cease new use within a reasonable period.

4. Representations and warranties

You represent and warrant to Us, as of the date You accept these Terms and on each day on which You use the Services, as follows:

• You are a corporation, limited liability company, partnership, or other legal entity duly organized, validly existing, and in good standing under the laws of Your jurisdiction of formation, or a sole proprietor capable of conducting business in accordance with the laws of Your jurisdiction of incorporation or registration.
• You are established in a Permitted Territory, and every Recipient whose contact details You upload or to whom You instruct Us to transmit a message is located in a Permitted Territory.
• You have full power, authority, and legal right to enter into, execute, deliver, and perform these Terms; all corporate action necessary to authorise Your acceptance and performance of these Terms has been duly taken; the individual accepting these Terms is duly authorised to do so on Your behalf; and these Terms constitute Your legal, valid, and binding obligation.
• Your acceptance and performance of these Terms do not and will not violate Your constitutional documents, any law, regulation, order, or judgment applicable to You, or any agreement, instrument, or obligation to which You are a party or by which You or Your assets are bound.
• No proceeding is pending or, to Your knowledge, threatened that would reasonably be expected to impair Your ability to perform these Terms.
• All Customer Data, including every contact record, email address, and transaction reference You supply to Us, has been collected, obtained, and retained by You lawfully, fairly, and in accordance with all applicable privacy, data protection, consumer protection and other applicable laws, and You hold all rights necessary to supply it to Us and to instruct Us to process and transmit messages to it.
• You have provided each Recipient with every privacy notice, disclosure, and statement required by applicable law, and You have obtained and continue to hold every consent, permission, authorization, or other lawful basis required for the transmission of each message You instruct Us to send, assessed by reference to the channel used and the location of the Recipient. You acknowledge that a prior purchase or existing business relationship does not by itself authorize every category of message.
• Without limiting the preceding clause, You represent and warrant that Your instructions, Recipient lists, and message content comply with: the CAN-SPAM Act of 2003 and the implementing rules of the Federal Trade Commission; the Telephone Consumer Protection Act and the rules of the Federal Communications Commission, including rules on prior express consent, prior express written consent where applicable, identification, and opt-out handling; applicable state consumer protection, telemarketing, and messaging statutes; Canada's Anti-Spam Legislation, including the requirements for express or implied consent, sender identification, and a functioning unsubscribe mechanism; the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) of Australia, including the requirement to give effect to an unsubscribe request within five business days; and the carrier, aggregator, and platform rules applicable to each channel, including brand and campaign registration requirements.
• You maintain, and will retain for not less than five years after the last message transmitted to a given Recipient, records evidencing the consent or other lawful basis relied upon for that Recipient, including what the Recipient was told, when, and by what means the Recipient agreed. You will produce those records to Us within seven business days of a written request. Failure to produce them entitles Us to suspend messaging to the affected Recipients or campaigns, and such suspension is not a failure to provide the Services.
• You will promptly, and in no event later than two business days after receipt, record in the Services or notify Us of every opt-out, unsubscribe, revocation of consent, or do-not-contact request You receive outside the Services, and You will not re-add or re-contact any person who has opted out unless You have obtained a fresh and documented lawful basis.
• You will not circumvent, disable, or interfere with any unsubscribe, opt-out, or suppression functionality in the Services.
• All content You supply or instruct Us to transmit is accurate, lawful, and not misleading, does not infringe or misappropriate any patent, copyright, trademark, trade secret, right of publicity, right of privacy, or other right of any person, and is not defamatory, harassing, obscene, or otherwise objectionable.
• You hold all rights and permissions necessary to connect any third-party account, platform, or integration to the Services, and Your use of each such integration complies with that third party's terms.
• You will not submit to the Services any protected health information, full payment card number, government-issued identification number, financial account credential, biometric identifier, information concerning a child, or other sensitive category of information, unless We have expressly agreed in writing to receive it.
• Neither You nor any of Your officers, directors, owners of 25 percent or more of Your equity, or authorized users is a person listed on, or owned or controlled by a person listed on, any sanctions list maintained by the United States Department of the Treasury's Office of Foreign Assets Control, the Government of Canada, the Australian Department of Foreign Affairs and Trade, or the United Nations Security Council, and You are not located, organized, or resident in a comprehensively sanctioned jurisdiction.
• All funds used to pay for the Services derive from lawful sources, constitute no proceeds of crime, and are not applied in furtherance of money laundering, terrorist financing, sanctions evasion, or any other unlawful purpose.

Survival and remedy. Each representation and warranty in this Section 4 is material, is relied upon by Us in agreeing to provide the Services, and survives termination. Breach of any of them is a material breach entitling Us to suspend or terminate immediately under Section 10 of these Terms, and engages Your obligations under Section 9 of these Terms, without limiting Our right to seek injunctive relief.

5. Prohibited use

The Services exist to solicit authentic feedback from people with genuine experience of Your business. You must not use the Services to:

• create, commission, purchase, trade, or publish a fake, fabricated, or incentivized review, or a review not based on a genuine customer experience;
• impersonate a customer, misrepresent a customer's experience, or submit a review on a customer's behalf;
• pressure, coerce, threaten, or induce any person to leave a positive review, to withdraw or alter a truthful review, or to refrain from leaving a negative one;
• survey or filter Recipients by satisfaction in order to route only satisfied customers to a public review platform, a practice commonly known as review gating;
• offer an incentive for a review in breach of applicable law or the rules of the review platform concerned;
• transmit any message that is unlawful, misleading, deceptive, harassing, threatening, or sent without the lawful basis required by Section 4 of these Terms;
• upload or transmit any content You lack the right to use, or that infringes the rights of any person;
• interfere with, disrupt, overload, or probe the Services or any connected system, circumvent any security or authentication measure, or access any account other than Your own;
• use the Services to transmit messages on behalf of any third party, or to transmit messages unrelated to feedback and reviews concerning Your own business, unless Your Order expressly permits it; or
• use the Services in breach of the rules of any review platform, carrier, aggregator, or messaging provider.

We may investigate any suspected breach of this Section 5, and may pause a campaign, apply sending limits, amend sender identifiers, insert legally required opt-out language, require evidence of consent, or restrict any feature where We reasonably believe this Section 5 or Section 4 of these Terms is being breached or where necessary to protect Recipients, Our infrastructure, or Our relationships with carriers, aggregators, and platforms. No such action constitutes a failure to provide the Services.

You remain responsible for Your own business practices, Your Recipient lists, and the instructions You give Us. We are responsible for the design and operation of Our own platform.

6. Fees, payment, renewal, and cancellation

You shall pay the fees set out in Your Order, including subscription fees and any usage-based or per-message charges. Subscription fees are payable in advance for each billing period unless the Order states otherwise. All fees are due and payable in United States dollars unless the Order prescribes otherwise.

By subscribing, You authorize Us and Our payment processor to charge Your designated payment method for all fees and charges as they fall due, on a recurring basis, until You cancel. You must keep Your payment details current.

No refunds. Except where these Terms expressly provide otherwise, all fees are non-refundable, and no credit or refund is given for unused allowances, partial billing periods, or periods during which You chose not to use the Services.

Failed payment. If a payment fails, We will notify You and allow a reasonable period to correct it. If payment remains outstanding, We may suspend paid features, disable messaging, and charge interest on overdue amounts at the lesser of one and a half (1.5) percent per month or the maximum rate permitted by law, together with reasonable costs of collection.

Taxes. Fees exclude all sales, use, excise, GST, HST, QST, value-added, and similar taxes, which You will pay in addition, except for taxes on Our net income.

Renewal. Your subscription renews automatically for successive periods of the same length unless cancelled before the renewal date.

Price changes. We will give at least 30 days' notice before increasing subscription fees, and an increase takes effect no earlier than the first renewal after that notice.

Cancellation. You may cancel Your subscription from within Your account (located at "Settings" > "Subscription" tab) or by written notice to support@starloop.com from Your registered account email. Cancellation takes effect at the end of the current paid period. You retain access until then, and We will not charge a further period. Usage-based and per-message charges already incurred remain payable. Early closure of an account does not create a right to a refund of any prepaid amount.

7. Disclaimer of warranties

THE SERVICES, THE MATERIALS, AND EVERYTHING MADE AVAILABLE THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT ANY MESSAGE WILL BE DELIVERED, OPENED, OR ACTED UPON, THAT ANY REVIEW WILL BE SUBMITTED, PUBLISHED, OR RETAINED, OR THAT ANY DATA WILL BE FREE FROM LOSS OR CORRUPTION.

No reliance. You acknowledge that You have not relied, and are not entitled to rely, on any statement, representation, assurance, warranty, undertaking, estimate, forecast, demonstration, proposal, marketing material, or communication of any kind, whether made orally or in writing, by Us or by any person acting on Our behalf, that is not expressly set out in these Terms or Your Order.

To the maximum extent permitted by applicable law, any and all conditions, warranties, representations, guarantees, undertakings, and terms not expressly stated in these Terms or Your Order are excluded, and any claim founded on them is waived, null, void, and of no force or effect. You waive every right and remedy arising from any such statement, including any claim in misrepresentation, negligent misstatement, or under any statute to the extent such waiver is permitted.

Nothing in this Section 7 excludes or limits any warranty, condition, guarantee, or remedy that applicable law prohibits Us from excluding or limiting. Where such a provision cannot be excluded, Our liability for breach of it is limited, to the extent the law permits, to re-supplying the Services or paying the cost of having them re-supplied.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER STARLOOP NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "STARLOOP PARTIES") WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, CONTRACTS, OPPORTUNITY, GOODWILL, REPUTATION, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER OR NOT THE STARLOOP PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE STARLOOP PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE TREE-PLANTING COMMITMENT, AND ANY MESSAGE TRANSMITTED THROUGH THE SERVICES, FOR ALL CLAIMS OF EVERY KIND AND IN THE AGGREGATE ACROSS ALL SUCH CLAIMS, WILL NOT UNDER ANY CIRCUMSTANCES EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

The cap defined in the preceding clause of these Terms applies irrespective of the amount of fees You have paid, applies in the aggregate and not per claim, per incident, per Recipient, per message, or per period, and is not increased by the number of claims, claimants, or causes of action. You are prohibited from setting off any parts of the fees due and payable to the Starloop Parties irrespective of the nature of such set-off.

Failure of essential purpose. The exclusions and limitations in this Section 8 apply even if any limited remedy in these Terms is found to have failed of its essential purpose.

Basis of the bargain. You acknowledge that the fees for the Services reflect the allocation of risk in these Terms, that the exclusions and limitations in Sections 7 and 8 of these Terms form an essential basis of the bargain between the Parties, and that We would not provide the Services on these fees without them.

Limitation period. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be commenced within one year after the cause of action accrues, failing which it is permanently barred.

This Section 8 does not limit Your obligations under Section 6 or Section 9 of these Terms, or liability that applicable law does not permit to be excluded or limited, including liability for fraud or fraudulent misrepresentation.

9. Indemnification

You will defend, indemnify, and hold harmless the Starloop Parties from and against any and all claims, demands, actions, suits, investigations, regulatory proceedings, enforcement actions, losses, liabilities, damages, awards, settlements, judgments, fines, penalties, assessments, costs, and expenses of every kind, including reasonable attorneys' fees and the costs of responding to a regulatory inquiry, arising out of or relating to:

• Your access to or use of the Services, or the access or use of any person using Your account or credentials;
• any message transmitted at Your instruction, including any claim that it was unlawful, unsolicited, misleading, or sent without the consent or other lawful basis required for the channel and the Recipient's location;
• any Customer Data, contact record, or content You supplied, including any claim that it was unlawfully obtained, unlawfully disclosed to Us, or processed without a required consent or notice;
• Your breach of any provision of these Terms, including any representation or warranty in Section 4 of these Terms;
• Your breach of Section 5 of these Terms, or any claim concerning the authenticity, solicitation, incentivization, filtering, or publication of a review;
• any environmental, sustainability, or tree-planting claim You make to any person, including a claim built on materials We supplied;
• any infringement or misappropriation of a third party's intellectual property or privacy rights by content You supplied;
• any dispute between You and Your own customer, a Recipient, a review platform, a carrier, or a regulator; and
• Your negligence, willful misconduct, fraud, or violation of law.

Procedure. We will notify You of any claim for which We seek indemnification, though a delay in notice relieves You only to the extent You are materially prejudiced by it. You will assume the defense with counsel reasonably acceptable to Us, and We may participate at Our own expense with counsel of Our choosing. You must not settle any claim in a manner that admits fault on Our behalf, imposes any non-monetary obligation or payment on Us, or fails to release Us unconditionally, without Our prior written consent. We may assume control of the defense at Your expense where You fail to defend promptly and diligently.

10. Term, suspension, and termination

These Terms shall be in force from the moment You first accept them and continue until all Your accounts are closed.

Suspension. We may suspend or restrict Your access to the Services, in whole or in part, immediately and without liability, where We reasonably believe that You are in breach of Section 2, 4, or 5 of these Terms, that Your use creates a security, legal, regulatory, or reputational risk, that a payment is overdue, that a carrier, aggregator, platform, or regulator requires it, or that suspension is necessary to protect Recipients, the Services, or any third party. Where practicable We will describe the issue and give You an opportunity to resolve it, and We will restore access once the grounds for suspension are resolved.

Termination for convenience. We may terminate these Terms or discontinue the Services for any reason on three (3) days' written notice.

Termination for Your breach. Where We terminate for Your material breach, prepaid fees are non-refundable, and all usage-based and per-message charges already incurred remain payable.

Effect of termination. On termination, all licenses granted to You end immediately, paid features and scheduled campaigns stop, and You must cease all use of the Materials. For 30 days after termination, You may request an export of Customer Data or request deletion of Your account, unless access is restricted for legal or security reasons. Thereafter We may delete or de-identify Customer Data in accordance with Our published retention periods, save that limited copies may persist in secure backups until the applicable backup cycle completes. Please refer to Our Privacy Notice for details on Your data processing.

Records We retain. We retain, as controller in Our own right and notwithstanding any deletion request, suppression records for Recipients who have opted out, held indefinitely in minimized form such as a one-way hash so that an opt-out continues to be honored across the Services, and records evidencing the lawful basis relied upon for a message together with a minimal log of what was sent and when, held for seven years after the last message to that Recipient so that a later claim can be answered. Neither category is used to contact any person.

Survival. Sections 3, 4, 6, 7, 8, 9, 11, and 12 of these Terms survive termination, together with the clauses of Section 2 of these Terms concerning permitted territories, no guarantee of outcome, third-party platforms, the tree-planting commitment, activity under Your account, and no liability for account loss, the clauses of Section 10 of these Terms concerning the effect of termination and the records We retain, and any payment obligation accrued before termination.

11. Governing law and Dispute Resolution

Governing law. These Terms, and any dispute, claim, or controversy arising out of or relating to them, the Services, or the relationship between the Parties, whether in contract, tort, statute, or otherwise (each, the "Dispute"), are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles.

Mandatory good-faith negotiation. Before commencing any proceeding, the Party raising a Dispute must send the other Party written notice at the address in Section 12 of these Terms describing the Dispute, the relief sought, and the basis for it. The Parties will then negotiate in good faith, through representatives with authority to settle, to resolve the Dispute. No proceeding may be commenced until at least 30 days have elapsed from receipt of that notice and the Parties have failed to resolve the Dispute within that period. Compliance with this clause is a condition precedent to the commencement of any proceeding, and the 30-day period tolls any applicable limitation period. This clause does not prevent either Party from seeking temporary or preliminary injunctive relief in aid of the status quo, or from filing a protective action where a limitation period would otherwise expire.

Exclusive forum. Subject to the preceding clause, the state and federal courts located in the State of Delaware have exclusive jurisdiction over every Dispute. Each Party irrevocably submits to the personal jurisdiction of those courts, waives any objection based on venue, forum non conveniens, or lack of personal jurisdiction, and agrees not to commence any proceeding elsewhere. We may nonetheless bring proceedings to recover unpaid fees, or to protect Our intellectual property or confidential information, in any court having jurisdiction over You.

WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER TO ENTER INTO THESE TERMS, THAT IT HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL, AND THAT IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY.

WAIVER OF CLASS AND REPRESENTATIVE PROCEEDINGS. EACH PARTY MAY BRING A DISPUTE AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. NO COURT MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING UNDER THESE TERMS WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES.

Severability of the waivers. If the waiver of class and representative proceedings in this Section 11 is held unenforceable as to a particular claim or form of relief, that claim or form of relief is severed and must be brought in a court of competent jurisdiction, and the remainder of this Section 11, including the waiver of jury trial, continues in full force.

Equitable relief. Each Party acknowledges that a breach of Section 3 of these Terms or of the confidentiality obligations in these Terms may cause irreparable harm for which damages are an inadequate remedy, and that the injured Party may seek injunctive or other equitable relief without posting bond and without regard to the negotiation requirement in this Section 11.

Nothing in this Section 11 displaces a mandatory right or forum that applicable law confers on You and that cannot be waived by agreement.

12. Miscellaneous

Entire agreement. These Terms, together with Your Order and any document expressly incorporated by reference, constitute the entire agreement between the Parties concerning the Services and supersede all prior and contemporaneous proposals, negotiations, representations, understandings, and agreements, whether written or oral, on that subject. Any additional or conflicting term in a purchase order, vendor portal, or other document issued by You is rejected and of no effect, notwithstanding Our acknowledgment of it or performance under it.

Amendment. We may amend these Terms as the Services or applicable requirements change. Continued use after the effective date constitutes acceptance.

Privacy. Our processing of personal information is governed by Our Privacy Notice and, where We process personal information on Your behalf, by the Data Processing Agreement conducted between the Parties, each of which is incorporated into these Terms by reference.

Assignment. You may not assign, novate, delegate, or otherwise transfer these Terms or any right or obligation under them, by operation of law or otherwise, without Our prior written consent, and any purported transfer without that consent is void. We may assign these Terms freely, including in connection with a merger, reorganization, financing, or sale of all or substantially all of Our assets or equity. These Terms bind and benefit the Parties and their permitted successors and assigns.

Independent contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

No third-party beneficiaries. Except for the Starloop Parties in respect of Sections 7, 8, and 9 of these Terms, these Terms confer no right or remedy on any person who is not a Party.

Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, or if that is not possible, severed, and the remaining provisions continue in full force.

No waiver. No failure or delay in exercising a right operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing by the waiving Party.

Force majeure. Neither Party is liable for any delay or failure in performance caused by an event beyond its reasonable control, including act of God, fire, flood, storm, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, failure of a telecommunications network, internet service provider, carrier, hosting provider, or utility, or denial-of-service or other malicious attack. This clause does not excuse any obligation to pay.

Notices. We may give notice to You by email to Your registered account address, by posting in the Services, or by any other method reasonably designed to reach You; email notice is deemed received on transmission to the email address used to register an account.

Interpretation. Headings are for convenience only. "Including" means including without limitation. References to a statute include its amendments and successor provisions. These Terms will not be construed against either Party as drafter.

Language. These Terms are made in the English language, which governs in all respects. Any translation is provided for convenience only.

Electronic acceptance. You consent to transact electronically, and You agree that Your electronic acceptance of these Terms has the same force and effect as a handwritten signature.

Contact. Starloop LLC
2093 Philadelphia Pike #7077, Claymont, DE 19703, United States
Email: support@starloop.com