Terms of Use

1. Acceptance of the Terms of Use

These Terms of Use, together with our Privacy Policy and Cookie Policy and any other documents expressly incorporated by reference (together, the “Terms”), form a binding agreement between you and StarlightIQ, LLC, a Tennessee limited liability company (“StarlightIQ,” “Company,” “we,” “our,” or “us”). The Terms govern your access to and use of https://starlightiq.com, our mobile and web applications, and all related content, features, and services (together, the “Platform”). The Platform is a subscription-based service that helps influencers, content creators, talent managers, agents, and brand representatives organize, manage, and track their commercial agreements and brand-talent relationships.

By creating an account, checking a box indicating your acceptance, or otherwise accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform. Please read these Terms, our Privacy Policy, and our Cookie Policy carefully; together they explain what you can expect from us and what we expect from you.

2. Eligibility

The Platform is intended solely for users who are eighteen (18) years of age or older and capable of forming a binding contract under applicable law. By using the Platform, you represent and warrant that (a) you are at least eighteen (18) years old; (b) you have not been previously suspended or removed from the Platform; and (c) all registration information you provide is accurate, current, and complete. The Platform is not directed to, and must not be used by, anyone under eighteen (18) years of age; see our Privacy Policy for more on our approach to information from minors.

If you are accessing or using the Platform on behalf of a company, agency, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” and “your” refer to both you individually and that entity.

3. Changes to the Terms

We may revise these Terms from time to time. For material changes, we will provide notice by email and by a prominent notice on the Platform, and, where required by law, we will obtain your renewed acceptance before you may continue using the Platform. For non-material changes, we will update the “Effective Date,” and your continued use of the Platform after the change takes effect constitutes acceptance. Changes to Section 25 (Dispute Resolution) will not apply to any dispute of which we had actual notice before the change took effect, unless you agree otherwise.

4. Subscription and Cancellation

Your access to the Platform is governed by the specific terms of your subscription plan, as described on the Platform at the time of purchase. You may cancel your subscription at any time, and we will make cancellation at least as simple as signing up, consistent with applicable law governing automatic-renewal and negative-option subscriptions. Cancellation takes effect at the end of your then-current billing period, and you will retain access until that date. Except where required by law or as otherwise stated at the time of purchase, fees already paid are non-refundable. On cancellation or termination of your account, we may delete information associated with your account in accordance with our data retention practices described in the Privacy Policy, and we will not be liable for any resulting loss of information; where required by law, we will provide a reasonable window to export your data before deletion.

5. Fees and Payment

You agree to pay all fees associated with your subscription (“Fees”) as described on the Platform. By providing payment information, you authorize us (or our payment processor) to charge that payment method for all applicable Fees, including recurring or auto-renewing charges, without further notice or consent, except as required by law. If we change Fees, we will notify you by email or in-app notice at least thirty (30) days before the change takes effect; your continued use of the Platform after that date constitutes acceptance of the new Fees. If a payment fails, we may suspend or restrict your access until payment is received. Where legally required, we will provide clear disclosure of subscription terms, renewal terms, and cancellation mechanisms consistent with applicable automatic-renewal laws.

6. Accessing the Platform and Account Security

You must register for an account to use most of the Platform. You agree to provide accurate, current, and complete information and to keep it up to date. Your account is personal to you (or your organization, if registered as a business account). You agree to: (a) keep your login credentials confidential and not share them with any third party; (b) ensure anyone using the Platform through your account complies with these Terms; and (c) notify us immediately at support@starlightiq.com of any unauthorized use of your account or other suspected security breach. We use commercially reasonable administrative, technical, and physical safeguards designed to protect account information, as further described in our Privacy Policy, but no system is completely secure, and we cannot guarantee the absolute security of your account.

7. Agency and Multi-User Accounts

The Platform may allow a talent manager, agency, or other business (an “Agency Account Holder”) to create and administer a single account through which it manages deal information for multiple clients or team members (“Authorized Users”). If you create or administer an Agency Account:

• (a) you represent and warrant that you have all necessary authority, including any required consent from each client or Authorized User, to upload their information to the Platform and to permit StarlightIQ to process it as described in these Terms and our Privacy Policy;
• (b) you are responsible for each Authorized User’s compliance with these Terms, and for managing the permissions and access each Authorized User has within your account;
• (c) you are responsible for promptly removing an Authorized User’s access when their relationship with you ends; and
• (d) if you are yourself subject to data protection obligations with respect to your clients’ information (for example, as a “controller” or “business” under applicable privacy law), you acknowledge that StarlightIQ acts as a service provider or processor with respect to that information, processing it only on your instructions and for the purposes of providing the Platform. On request, we will make available a standard data processing addendum describing our respective roles and obligations for Agency Accounts.

8. SMS and Electronic Communications

You consent to receive communications from us electronically, including by email and, if you opt in, by SMS/text message (for example, deadline or renewal reminders), and agree that such communications satisfy any legal requirement that they be in writing. If we offer SMS notifications, they are opt-in: message and data rates may apply, message frequency varies, and you may opt out at any time by replying STOP, or get help by replying HELP. We will obtain your prior express written consent before enrolling you in SMS communications that require it under the Telephone Consumer Protection Act or similar law, and consent to receive SMS messages is never a condition of purchasing a subscription.

9. Service Availability

We may modify, suspend, or discontinue all or part of the Platform at any time, with or without notice. We are not liable for any unavailability of the Platform or any resulting loss, and unavailability does not entitle you to a refund except as required by applicable law or the specific terms of your subscription.

10. Platform Use and User-Uploaded Content

The Platform allows you to upload, store, and manage materials, including third-party commercial contracts, correspondence, and information about your commercial relationships (together, “Uploaded Content”). We may remove or restrict access to Uploaded Content that we reasonably believe violates these Terms, applicable law, or the rights of others.

11. Your Responsibility for Uploaded Content

You are solely responsible for your Uploaded Content. By uploading Uploaded Content, you represent and warrant that:

• (a) you have the legal right to provide the Uploaded Content to us, and doing so, and our collection and use of it consistent with our Privacy Policy, does not violate any law, or breach any confidentiality, intellectual property, or other contractual right of a third party (including any counterparty to a contract you upload);
• (b) the Uploaded Content does not contain material that is unlawful, defamatory, obscene, or infringing, or that includes malicious code; and
• (c) you have obtained any consents needed from individuals whose personal information appears in your Uploaded Content, including counterparties named in contracts you upload.

If your provision of Uploaded Content, or our collection and use of it in accordance with the Privacy Policy — including for the disclosure or sale of aggregated data, or for AI training — would violate a law or a third party’s contractual, intellectual property, or other legal right, you are responsible for opting out of that specific use at the point of upload, using the controls the Privacy Policy describes. You remain solely responsible for reviewing your own confidentiality and other contractual obligations before uploading any content.

12. No Professional Advice; Auto-Populated Data and Educational Content

The Platform is a management and organizational tool. It does not provide legal, financial, tax, or other professional advice, and StarlightIQ does not review, interpret, or opine on the meaning or enforceability of any contract. Any blog posts, guides, or similar educational content made available on or through the Platform (for example, articles about negotiating a brand deal) are for general informational purposes only, do not constitute legal or professional advice, and should not be relied on as a substitute for consultation with a qualified attorney or other professional.

The Platform may include features that automatically extract, parse, or populate information (such as contract terms, dates, payment amounts, or counterparty names) from your Uploaded Content (“Auto-Populated Data”). Auto-Populated Data is provided for convenience only, may use artificial intelligence or automated tools, and may be incomplete or inaccurate. You are solely responsible for reviewing, verifying, and correcting all Auto-Populated Data before relying on it. To the fullest extent permitted by law, we disclaim all liability for errors, omissions, or inaccuracies in Auto-Populated Data or in any educational content, and for any decisions made in reliance on either.

13. Intellectual Property Rights

Except for your Uploaded Content, the Platform and all of its content, features, and functionality — including software, design, text, graphics, and the selection and arrangement thereof — are owned by StarlightIQ or our licensors and are protected by U.S. and international intellectual property laws. No right, title, or interest in the Platform is transferred to you, and all rights not expressly granted are reserved.

14. Platform-Generated Content

Content generated by the Platform from your Uploaded Content, including Auto-Populated Data, reports, dashboards, and summaries (“Generated Content”), remains our property. Subject to your compliance with these Terms, you may download, print, or export Generated Content that reflects your own account data solely for your internal business or personal use, provided you do not (a) access or use any underlying proprietary technology, software, or analytical models; (b) remove any proprietary notices; or (c) sell, sublicense, publish, or create derivative works from Generated Content for distribution to third parties. We may revoke this limited permission at any time.

15. License to Uploaded Content

You grant StarlightIQ a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, process, and display your Uploaded Content solely as necessary to operate, maintain, and improve the Platform and provide the services you request, and, subject to the choices and opt-outs described in our Privacy Policy, to develop aggregated or de-identified data and, where you have not opted out, to use Uploaded Content to improve or train the Platform’s artificial intelligence features. This license does not include a right for us to sell your identifiable Uploaded Content to third parties. You represent and warrant that you have all rights necessary to grant this license.

16. Trademarks

“StarlightIQ” and our logos, product names, and slogans are trademarks of StarlightIQ or our licensors. You may not use our trademarks without our prior written permission, except to accurately reference your use of the Platform, and you may not do so in a way that suggests sponsorship, endorsement, or affiliation beyond your status as a user.

17. Copyright Complaints (DMCA Notice)

We respect the intellectual property rights of others and expect users of the Platform to do the same. If you believe that material available on or through the Platform infringes your copyright, please send a written notice to our designated agent at support@starlightiq.com that includes: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it; (d) your contact information, including address, telephone number, and email; (e) a statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. We will respond to valid notices in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, and may terminate the accounts of repeat infringers.

18. Not a Talent Agency or Personal Manager

StarlightIQ provides software to help you organize, track, and manage commercial agreements you have independently entered into. StarlightIQ is not a talent agency, personal manager, booking agent, or employment agency, is not licensed as such in any jurisdiction, and does not procure, solicit, negotiate, or secure employment, endorsement, or other engagements on your behalf. Nothing on the Platform should be construed as an offer or solicitation of representation, management, or booking services. You are solely responsible for any professional representation you engage and for the negotiation and execution of your own commercial agreements.

19. Prohibited Uses

You agree not to use the Platform to: (a) violate any applicable law or regulation; (b) exploit or harm, or attempt to exploit or harm, minors; (c) upload content that violates these Terms; (d) send spam or unauthorized advertising; (e) impersonate any person or entity; (f) scrape, harvest, or collect data about other users without consent; (g) access another user’s account or content without authorization; (h) reverse-engineer or attempt to derive the source code of the Platform; (i) interfere with or disrupt the integrity or performance of the Platform, including through viruses, denial-of-service attacks, or unauthorized automated access; or (j) engage in conduct that we reasonably determine harms StarlightIQ, our users, or third parties. We may investigate and take appropriate action, including account suspension, removal of content, and referral to law enforcement, for violations of this Section.

20. Suspension and Termination

We may suspend or terminate your access to the Platform, with or without notice, for conduct that we reasonably believe: (a) violates these Terms or applicable law; (b) creates liability or security risk for us or other users; or (c) is otherwise harmful to our business or reputation. We will exercise this discretion in a manner consistent with applicable non-discrimination and public-accommodation laws. On termination, Sections 12 through 25 and any other provision that by its nature should survive will remain in effect, and we may delete information associated with your account consistent with our data retention practices.

21. Disclaimer of Warranties

THE PLATFORM, INCLUDING AUTO-POPULATED DATA, GENERATED CONTENT, AND ANY EDUCATIONAL CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR AUTO-POPULATED DATA WILL BE ACCURATE, RELIABLE, OR COMPLETE. THE PLATFORM DOES NOT PROVIDE LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE AND DOES NOT ENGAGE IN THE PRACTICE OF LAW; YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION BEFORE RELYING ON IT.

22. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, STARLIGHTIQ AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, LICENSORS, AND SERVICE PROVIDERS (“STARLIGHTIQ PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WHERE PROHIBITED BY LAW, OUR AND THE STARLIGHTIQ PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). WE WILL HAVE NO LIABILITY ARISING FROM YOUR UPLOADED CONTENT OR OUR COLLECTION AND USE OF IT CONSISTENT WITH THE PRIVACY POLICY, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

This limitation does not apply to liability that cannot be limited under applicable law, including liability for our gross negligence, willful misconduct, or fraud, or, where required by state consumer-protection law, certain other non-waivable rights.

23. Indemnification

You agree to indemnify, defend, and hold harmless StarlightIQ and the StarlightIQ Parties from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your Uploaded Content, including any claim that it violates a confidentiality obligation or a third party’s intellectual property or privacy rights; (c) your negligent, reckless, or wrongful acts or omissions; or (d) your violation of applicable law in connection with your use of the Platform. If you administer an Agency Account, this indemnity extends to acts and omissions of your Authorized Users. We reserve the right, at your expense, to assume exclusive defense of any matter subject to indemnification by you, in which case you agree to cooperate with our defense.

24. Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles, except that this choice of law does not deprive you of protections that mandatorily apply under the consumer-protection or data-privacy laws of your state or country of residence that cannot be waived by contract.

25. Dispute Resolution; Binding Arbitration

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal Resolution. Before filing a claim, you agree to first contact us at support@starlightiq.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Agreement to Arbitrate. Except for disputes that qualify for small-claims court or for claims seeking injunctive relief for intellectual property infringement or unauthorized access, you and StarlightIQ agree that any dispute arising out of or relating to these Terms or the Platform will be resolved exclusively by binding, individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules and the AAA Consumer Due Process Protocol, in accordance with the Federal Arbitration Act. StarlightIQ will pay all AAA filing, administrative, and arbitrator fees, except that if your claim is found to be frivolous, the arbitrator may allocate fees consistent with AAA Consumer Rules. The arbitrator, not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement. Arbitration will take place in Nashville, Tennessee, or, at your election if you reside elsewhere, may be conducted by videoconference or based on written submissions, consistent with AAA rules. Either party may seek temporary or preliminary injunctive relief in court to preserve the status quo pending arbitration, without waiving the right to arbitrate.

NO CLASS ACTIONS. YOU AND STARLIGHTIQ AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT ANY ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS OR TO CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.

Opt-Out Right. You may opt out of this arbitration agreement (but not the class-action waiver, which applies to any dispute regardless of forum) by emailing support@starlightiq.com within thirty (30) days of first accepting these Terms, stating your name and that you decline to be bound by the arbitration provision. If you opt out, disputes will be resolved in the state or federal courts located in Davidson County, Tennessee, and you and StarlightIQ each consent to personal jurisdiction there.

Severability. If any part of this Section is found unenforceable, the remainder will remain in force, except that if the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court rather than in arbitration.

26. International Users and Geographic Availability

The Platform is operated from the United States and is designed to comply with U.S. federal law and the laws of the U.S. states and territories in which it is available. We do not direct the Platform to individuals located outside the United States, and we do not represent that the Platform complies with the laws of any country other than the United States. We intend to make the Platform available throughout the United States and its territories, and may in the future make it available to users in other countries. If you access the Platform from outside the United States, you do so at your own initiative and are responsible for compliance with local law, including any restrictions on the export or import of software or data, and applicable U.S. export control and economic sanctions laws (for example, you represent that you are not located in, or ordinarily resident in, a country subject to a comprehensive U.S. embargo, and are not identified on any U.S. government restricted-party list). Until we expressly state that the Platform is offered in your country, we do not represent that the Platform is appropriate, lawful to use, or available in your location, and we may restrict or discontinue access from any jurisdiction at our discretion, including to comply with applicable law or manage regulatory risk (for example, as our user base or revenue crosses thresholds that trigger additional state or national data-privacy obligations).

26A. Accessibility

We are committed to making the Platform accessible to all users, consistent with the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, as our resources and technology allow. If you experience difficulty accessing any part of the Platform, please contact us at support@starlightiq.com so we can assist you and address the issue.

27. Links to Other Sites

The Platform may link to third-party sites for your convenience. We do not control and are not responsible for third-party sites or their content; your use of them is at your own risk and subject to their own terms. If you wish to link to the Platform, you may do so in a way that is fair, legal, and does not suggest endorsement or affiliation without our written consent.

28. Contact Information

StarlightIQ, LLC — Nashville, Tennessee. Questions about these Terms, or reports of a violation, can be sent to support@starlightiq.com.