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Terms of Service

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STARSEER, INC.

WEBSITE TERMS OF SERVICE

Last Modified: July 31, 2025

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These Website Terms of Service, together with any documents that they expressly incorporate by reference (these “Terms”), are agreed to by and between Starseer, Inc., a Delaware corporation, having an address at 8 The Green Ste #18344 Dover, DE 19901, United States of America (“Starseer,” “we,” “us,” and “our”) and you, or the entity on whose behalf you are agreeing to these Terms.  

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These Terms govern your access to and use of the Starseer website located at https://www.starseer.ai and all other websites and mobile sites where these Terms appear or are linked (collectively, the “Website”), unless you enter into a separate agreement for the access to and use of any portion of the Website or any Starseer products or services available through the Website (each, a “Separate Agreement”) in which case, any such Separate Agreement is in addition to these Terms, and in the event of a conflict between these Terms and any such Separate Agreement, the Separate Agreement controls. You and other individuals or entities using the Website are collectively referred to as “Users.” Any person or entity who interacts with the Website, whether through automated means, third-party means, or otherwise, is considered a User.

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These Terms include and incorporate by reference the Starseer https://www.starseer.ai/privacy-page. 

Unless you have entered into a Separate Agreement with us regarding the Website, these Terms are the complete and exclusive agreement between you and us regarding your access to and use of the Website and supersede any oral or written proposal, quote, or other communication between you and us regarding your access to and use of the Website. 

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PLEASE READ THESE TERMS CAREFULLY. BY AFFIRMATIVELY ASSENTING TO THESE TERMS, OR BY OTHERWISE ACCESSING OR USING ANY PAGE OF THE WEBSITE WHERE THESE TERMS ARE PRESENTED, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS, WE ARE NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE OR ANY OTHER MATERIALS (DEFINED BELOW), AND YOU MUST NOT ACCESS OR USE THE WEBSITE OR ANY OTHER MATERIALS. 

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SECTION 21 OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND US ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN THAT SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT. IN ADDITION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 21 FOR MORE INFORMATION REGARDING THE ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THE ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

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  1. Definitions.  Words and phrases used in these Terms have their definitions given in these Terms or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. 
  2. Term.  These Terms are entered into as of the date you first access or use the Website (the “Effective Date”) and will continue until terminated as set forth herein. 
  3. Modifications.  
    1. It is our policy to post any changes we make to these Terms on this page. If we make material changes to your rights or obligations hereunder, we will additionally notify you through a notice on the Website home page and either require you to affirmatively assent to those changes or otherwise state in such notice that your continued access to or use of any page of the Website where these Terms are presented shall be deemed your agreement to those changes. The date that these Terms were last revised is identified at the top of the page. Additionally, you are responsible for periodically visiting our Website and these Terms to check for any changes. You must cease using the Website or terminate these Terms at any time if you do not agree to any change to these Terms. 
    2. Any modifications to the Website, including all updates, upgrades, new versions, and new releases, will be treated as part of the “Website” for the purposes of these Terms.
  4. Eligibility.  You represent and warrant that you are an individual that is at least 18 years of age or older. You will not use the Website if you are less than 18 years of age.
  5. Access.  Subject to your agreement and compliance with these Terms, we will permit you to access and use the Website solely for lawful purposes and only in accordance with these Terms and any Separate Agreement, if applicable.
  6. Unlawful or Prohibited Uses of the Website.  As a condition of your access to and use of the Website, you represent and warrant to us that you will not access or use the Website for any purpose that is unlawful or prohibited by these Terms. Whether on behalf of yourself, any User, or any other third party, you will not:
    1. Make any commercial use of the Website other than in furtherance of any transactions that we may permit you to make through the Website;
    2. Download, copy or transmit any content from the Website for the benefit of any third party;
    3. Misrepresent your identity, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Website, or express or imply that we endorse any statement that you make or any product or service that you make available;
    4. Conduct fraudulent activities through the Website;
    5. Use the Website to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any third party, including any third party’s privacy rights, rights of publicity or other IPR (defined below); and
    6. Harvest or collect personally identifiable data about Users.
  7. Accounts.  Before using certain portions of the Website, you may be required to establish an account (an “Account”). Approval of your request to establish an Account will be at our sole discretion. Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Website through your Account, including any use by any of your employees or other agents who may access or use the Website through your Account. You will ensure the security and confidentiality of your Account ID and will notify us immediately if any Account ID is lost, stolen, or otherwise compromised.  Any activities completed through your Account or under your Account ID will be deemed to have been done by you. You will not: (1) select or use an Account ID of another User with the intent to impersonate that User; or (2) use an Account ID that we, in our sole discretion, deem offensive. In addition to all other rights available to us, including those set forth in these Terms, we reserve the right to terminate your Account or refuse service to you in the event that you breach the preceding sentence or any other provision of these Terms.
  8. Our Content.  
    1. Ownership and Responsibility.  All content included with the Website that we provide such as text, graphics, logos, images, audio clips, video, data, music, updates, and other materials (collectively “Our Content”) is the owned or licensed property of Starseer or its suppliers or licensors and is protected by United States and international copyright, trademark, patent, or other intellectual property rights (collectively, “IPR”). The collection, arrangement, and assembly of all Our Content through the Website are the exclusive property of Starseer and protected by United States and international copyright laws. Starseer and its suppliers and licensors expressly reserve all IPR in all Our Content. You are solely responsible for verifying the accuracy, completeness, and applicability of all Our Content and for your use of any of Our Content. Except as set forth in these Terms, you are granted no licenses or rights in or to any of Our Content or any IPR therein or related thereto.
    2. Viewing Our Content.  Subject to your compliance with these Terms, you may view Our Content, solely as presented on the Website, in furtherance of any uses of the Website permitted in these Terms. You will not directly or indirectly use any of Our Content for any other purpose. You will not, and will not permit any User or other third party to: (a) alter, modify, copy, reproduce, publish, or create derivative works of any of Our Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Our Content; or (c) alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any of Our Content.
  9. Your Content.  
    1. Substance and Responsibility.  We welcome your reviews, comments, and other communications and content that you are invited to submit through or to the Website, or any content or information you publish through any social media and allow us to feature (whether through the Website or our social media pages and handles), such as your name, social media handle or URL, accompanying text, and any images from your social media accounts (e.g., X®, Instagram®, Facebook®, LinkedIn®) (collectively, “Your Content”), as long as Your Content complies with these Terms and any applicable terms of service for the platforms hosting our social media pages and handles (collectively, “Social TOS”). You are solely responsible for all Your Content that you provide to us. You represent and warrant to us that neither Your Content nor the use of Your Content by us as permitted herein will: (a) violate these Terms, any Social TOS, or any applicable laws, rules, or regulations; (b) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement or misappropriation of the IPR or other rights of any third party; (d) be illegal in any way or advocate illegal activity; (e) be an advertisement or solicitation of any kind; (f) be false, misleading, or inaccurate; or (g) be considered junk mail, spam, a part of a pyramid scheme, or a disruptive commercial message or disruptive advertisement. We are not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. Except as required by the Starseer [Privacy Policy], we are not responsible for the use or disclosure of any personal data that you voluntarily disclose in connection with any of Your Content. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion: (i) monitor Your Content; (ii) alter, remove, or refuse to post or allow to be posted any of Your Content to the Website or any of our social media pages or handles; and/or (iii) disclose any of Your Content, and the circumstances surrounding its transmission, to any third party as permitted by applicable law.  
    2. License to Your Content.  As between you and us, you retain ownership of Your Content. However, in addition to any other rights granted to us under these Terms, by providing us Your Content, you grant us and our authorized representatives and contractors a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell, and distribute Your Content and to incorporate Your Content into any form, medium, or technology, now known or hereafter developed, throughout the world, in each case in order to provide the Website, fulfill any other of our obligations under these Terms, and for any other purposes set forth in the Starseer [Privacy Policy]. In addition, you grant to us the right to include your name that you provide along with Your Content. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Your Content that you may have under any applicable law or under any legal theory. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this Section, including but not limited to permission from or on behalf of any individuals that appear in Your Content for us to use their name, image, voice, and/or likeness without compensation to you or any other person or entity.
  10. Communications.  If you give us permission to contact you, we or our agents (both human and bot) may call, text, or email you at the telephone number and/or email address that you provide to us or chat with you in a pop-up message thread on the Website. You further agree that we may, for training purposes or to evaluate the quality of our customer service, (1) listen to and record phone conversations you have with us or our agents regarding customer service issues, and (2) maintain copies of the chats you have with our human and bot agents in pop-up message threads on the Website.
    1. Third-Party Content and Services.  
      1. Third-Party Content.  Content may also be provided through the Website by other Users. Other Users might post content that is inaccurate, misleading, or deceptive. We neither endorse nor are responsible for any opinion, advice, information, or statements made by third parties. If you rely on third-party content, you assume the risk that it might be inaccurate, misleading, or deceptive. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and does not necessarily reflect our opinions.
      2. Third-Party Services.  We may provide you with the ability to access services developed, provided, or maintained by third-party service providers through the Website (“Third-Party Services”). Third-Party Services may integrate with, pull content from, or add content to the Website. In addition to these Terms, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to these Terms, as applicable.
    2. Links to Third-Party Websites.  The Website may contain links and interactive functionality interacting with the websites of third parties. We are not responsible for, and have no liability for, the functionality, actions, inactions, settings, privacy policies, terms, or content of any such third-party website. Before enabling any sharing functions of the Website to communicate with any such third-party website or otherwise visiting any such third-party website, we strongly recommend that you review and understand the terms and conditions, privacy policies, and settings of each such third-party website. The links and interactive functionality for third-party websites made available through the Website do not constitute an endorsement by us of such third-party websites. Other websites may link to the Website with or without our authorization, and we may block any links to or from the Website in our sole discretion. YOUR USE OF THIRD-PARTY WEBSITES IS AT YOUR OWN RISK.
    3. Termination.  These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights granted to you under these Terms will terminate; (2) you will immediately cease all use of and access to all Website and other Materials; and (3) we may, in our sole discretion, delete your Account at any time. Provisions which by their inherent meanings are to survive the termination of these Terms will so survive. 
    4. Suspension.  Without limiting our right to terminate these Terms, we may also suspend your access to your Account, the Website, and any other Materials, with or without notice to you, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by us to be inappropriate or detrimental to Starseer, the Website, or any other User or other third party. 
    5. Technology and Marks.  The Website, and the databases, software, hardware and other technology used by or on our behalf to operate the Website, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Starseer. You will not, and will not permit any of your employees, agents, or other third parties to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from, or otherwise interact with, the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. We use reasonable means to protect the security of the Website, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach. We and our suppliers and licensors retain all rights, title, and interest, including, without limitation, all IPR in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology, and you are not granted any right or license to use the Technology itself, apart from your ability to access and use the Website under these Terms. You acknowledge and agree that (a) the Technology may be designed with, or implement, certain of our and our suppliers’ and licensors’ artificial computer systems designed to approximate cognitive tasks, including large language models, intelligent software agents, and embodied bots that achieve goals using perception, planning, reasoning, learning, communicating, decision-making, and acting (collectively, “Our AI”); (b) Your Content may be processed by Our AI in the course of us exercising the license to Your Content that you grant to us in Section 9.2; and (c) Our AI will process any personal data contained in Your Content in accordance with the Starseer [Privacy Policy]. The Starseer name and logo, and all product and service names associated with the Website, are trademarks of Starseer and its licensors and providers, and you are granted no right or license to use them.
    6. Your Representations and Warranties.  You hereby represent and warrant to us that: (1) you have the legal right and authority to enter into these Terms, whether on your own behalf or on behalf of the entity for which you are entering into these Terms; (2) these Terms form a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms; and (4) your access to, and use of, the Website and Your Content, will comply with all applicable laws, rules, regulations, and third-party rights and will not cause us to violate any applicable laws, rules, regulations, or third-party rights. 
    7. Disclaimers.  WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, OR OTHERWISE MEET YOUR REQUIREMENTS. THE WEBSITE AND ALL CONTENT, TECHNOLOGY, AND OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED BY US ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MATERIALS, THE ACCURACY OR COMPLETENESS OF THE MATERIALS, OR THAT COMMUNICATIONS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE. 
    8. Indemnity.  You hereby agree to indemnify, defend, and hold harmless us, our affiliates, and each of our and their respective officers, directors, members, managers, shareholders, employees, agents, contractors, representatives, suppliers, licensors, licensees, customers, successors-in-interest, and assigns (“Indemnified Parties”) from any and all claims, suits, demands, actions, losses, liabilities, damages, judgments, settlements, fines, penalties, fees, expenses, and costs (including attorneys’ fees and court costs) (collectively, “Claims”) arising in any manner from: (1) your access to, or use of, the Materials; (2) Your Content; and (3) your breach of any representation, warranty, or other provision of these Terms. We will provide you with notice of any Claim, and we will have the right to participate in the defense of any Claim and hire counsel of our choosing. The Indemnified Parties are third-party beneficiaries of these Terms and may enforce them.
    9. Limitation on Liability.  YOU AGREE THAT THE INDEMNIFIED PARTIES (AS DEFINED ABOVE) WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY OTHER MATERIALS (AS DEFINED ABOVE). THIS INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, EMOTIONAL, PERSONAL INJURY, PROPERTY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, STATUTE, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE).  THIS INCLUDES BUT IS NOT LIMITED TO DAMAGES OF ANY KIND ARISING IN CONNECTION WITH (1) YOUR USE OF, OR YOUR INABILITY, TO USE THE MATERIALS; (2) ANY INFORMATION, DATA, OR CONTENT THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE MATERIALS; (3) THE PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, INFORMATION, DATA, CONTENT, OR WEBSITES; (4) BUSINESS INTERRUPTION, LOSS OF YOUR CONTENT, LOSS OF REVENUES OR PROFITS, OR LOSS OF OPPORTUNITY; (5) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS; (6) BUGS, VIRUSES, OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR INFORMATION, DATA, OR CONTENT THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE MATERIALS; (7) BREACHES, THEFT, OR UNAUTHORIZED DISCLOSURE OF ANY INFORMATION, DATA, OR CONTENT TRANSMITTED TO, ON, OR THROUGH THE MATERIALS; OR (8) ANY OTHER LOSS, HARM, OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE MATERIALS. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ‍NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, OUR TOTAL AGGREGATE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY SUCCESSFUL CLAIM THAT YOU BRING AGAINST US, ARISING OUT OF, OR IN CONNECTION WITH, YOUR USE OF THE MATERIALS, SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100 USD) OR (B) IF ANY EXIST, THE AMOUNTS THAT YOU HAVE PAID TO US FOR YOUR ACCESS TO AND USE OF THE WEBSITE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM FOR OUR LIABILITY AROSE. YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS OR PERMIT YOU TO USE THE MATERIALS WITHOUT THESE LIMITATIONS ON OUR LIABILITY, AND YOU ACCEPT THESE LIMITATIONS ON OUR LIABILITY.  TO THE EXTENT A COURT OR ARBITRATOR FINDS ANY PORTION OF THIS SECTION UNENFORCEABLE, YOU AGREE THAT THE REMAINING PORTIONS OF THIS SECTION ARE STILL ENFORCEABLE, AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 
    1. Data Privacy.  You acknowledge that you have read and understood the Starseer [Privacy Policy]. Notwithstanding anything in that Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to, and use of, the Website. To the extent any such non-personally identifiable data or information is collected or generated by us, that data and information will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that such data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof. 
    2. Resolving Our Disputes; Agreement To Arbitrate.  You and Starseer agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Materials; any validity, interpretation, breach, enforcement, or termination of these Terms; or otherwise relating to Starseer in any way (collectively, “Covered Dispute Matters”) will be resolved in accordance with the provisions set forth in this Section 21.
      1. Pre-Arbitration Informal Resolution.  You and Starseer agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Starseer therefore agree that, before either demands arbitration against the other, you and Starseer will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Covered Dispute Matter. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Starseer that you intend to initiate an informal dispute resolution conference, send such notice to: Starseer Inc. 8 The Green Ste #18344 Dover, DE 19901. The notice must be sent via united states postal service and include the same level of detail as is required by the Rules (defined below) for a demand for arbitration, as well as your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), and primary telephone number. If you and Starseer are unable to resolve the Covered Disputer Matter within 60 days of when the notice is received, then the claimant may file a demand for arbitration. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this Section 21.1.
      2. Applicable Law.  You and we agree that these Terms and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies to these Terms and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings agreed to by you and us hereunder.
      3. Arbitration.  
        1. Any and all Covered Dispute Matters must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its rules then in effect (“Rules”). In order to initiate arbitration following the conclusion of the informal dispute resolution process required by Section 21.1, a party must provide the other party with a written demand for arbitration and file the demand with the AAA. If you initiate arbitration against Starseer, you must send the written demand for arbitration to Starseer, Inc. 8 The Green Ste #18344 Dover, DE 19901, via United States Postal Service. Additionally, if you initiate arbitration against Starseer, you must send an electronic version of the demand for arbitration to the AAA, and you must send an electronic version of the as-filed demand to us at legal@starseer.ai. By signing the demand for arbitration, a party’s counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
        2. You and we agree the arbitration will be conducted by a single arbitrator and that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this arbitration agreement is void or voidable or a particular claim is subject to arbitration. The arbitrator will apply the governing law set forth in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. For matters where the relief sought is over $5,000 USD, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.
        3. The arbitration shall take place in Knoxville, Tennessee, U.S.A.; however, desk, phone, or video conference proceedings may be utilized where appropriate and permitted to mitigate costs of travel. Payment of all filing, administration, arbitrator fees, and other costs of arbitration will be governed by the Rules, unless otherwise stated in this agreement to arbitrate. You and we agree that the arbitrator’s award shall be final and binding, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. 
        4. The AAA’s Mass Arbitration Supplementary Rules (the “Supplement”) shall apply to any Mass Arbitration filed against Starseer. The term “Mass Arbitration” means 25 or more similar demands for arbitration filed against Starseer by individual claimants represented by either the same law firm or law firms acting in coordination. Within 60 days of the filing of a demand for arbitration that is part of a Mass Arbitration, the parties will initiate a global mediation of the Mass Arbitration. The mediator will be appointed by AAA unless the parties can agree on a mediator. The mediation shall take place concurrently with the arbitrations and shall not act as a stay of the arbitration proceedings, unless agreed to by the parties. The fees charged by the mediator and any administrative fees charged by AAA associated with the mediation, will be paid by Starseer.
      4. Injunctive and Declaratory Relief.  Except as provided in Section 21.5 below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, and not in arbitration, after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
      5. Exceptions to Arbitration.  There are only two exceptions to this agreement to arbitrate:
        1. First, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the IPR of the other party, the party whose IPR have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.
        2. Second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.
      6. Future Amendments to the Agreement to Arbitrate.  Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Starseer prior to the effective date of the amendment. However, the amendment shall apply to all other Covered Dispute Matters governed by the agreement to arbitrate that have arisen or may arise between you and Starseer. If you do not agree to the amended terms of this arbitration agreement, you must notify us in writing at legal@starseer.ai within 30 days of our posting to the Website, or notification to you, of the amendment(s) to the arbitration agreement, and you must immediately cease accessing and using the Website and any other Materials, in which case you will not be bound by such amendment(s); provided, however, that if you continue to access or use the Website or any other Materials despite sending us such a notice, that notice shall be deemed rescinded, and you shall be deemed to have agreed to such amendment(s). 
      7. Judicial Forum for Legal Disputes.  Unless you and we agree otherwise and except for claims in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular Covered Dispute Matter, either as a result of your decision to opt out of the agreement to arbitrate, or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court presiding over Knoxville, Tennessee, U.S.A. You and we agree to submit to the exclusive personal jurisdiction and venue of the courts presiding over Knoxville, Tennessee, U.S.A. for the purpose of litigating all such claims or disputes.‍
      8. YOU MAY OPT OUT OF ARBITRATION.  IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO PRIVACY@STARSEER.AI (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT FOR THE FIRST TIME. In order to opt out, you must email your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), primary telephone number, and an unaltered digital image of your valid driver’s license or other national, state, or provincial identification card to privacy@starseer.ai. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of this Section 21 and the remainder of these Terms continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.‍
      9. YOU WAIVE CERTAIN RIGHTS.  BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (A) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (B) TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION (EXCEPT AS SET FORTH IN SECTION 21.3(c)), OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT, AND (C) TO A TRIAL BY JURY. If a decision is issued stating that applicable law precludes enforcement of any of this Section’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought into a state or federal court presiding over Knoxville, Tennessee, U.S.A. All other claims shall be arbitrated.‍
      10. STATUTE OF LIMITATIONS FOR YOUR CLAIMS.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE MATERIALS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
    1. Notices.  Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to us by email to Starseer at legal@starseer.ai. We may provide you with any notices required or allowed under these Terms by sending you an email to any email address that we have on file for you, provided that in the case of any notice applicable both to you and other Users, we may instead provide such notice by posting it on the Website. Notices provided to us will be deemed given when we actually receive them. Notices provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) we are notified that the e-mail address is invalid. 
    2. Governing Law.  The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A., without regard to the conflict of laws’ provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof.  
    3. Additional Terms.  Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by us under these Terms are invalid unless they are in writing or later acknowledged by us in writing. Any waiver or failure by us to enforce any provision of these Terms on one occasion will not be deemed a waiver by us of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither these Terms nor any of your rights or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without our prior written approval. Any assignment in violation of the foregoing will be null and void. We may freely assign these Terms. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.”  The parties hereto are independent parties, not agents, employees, or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

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