This User Agreement (“Agreement”) constitutes a legally binding agreement between you (“Client” or “You”) and Starti, Inc. (“Starti”, “Platform”, “We”, or “Us”). “Services” means the advertising technology services provided by Starti, including but not limited to the AI Dash advertising campaign management platform and the AI Studio AI creative generation platform, together with all related features, tools, and functionalities made available by Starti from time to time.
By creating an account, accessing, or in any way using the Services, you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement. Starti reserves the right to amend or modify this Agreement at any time; the revised version will be posted on the applicable Platform or Starti's official website, and your continued use of the Services after the revision's effective date constitutes your acceptance of the revised Agreement.
2.1 The Services include but are not limited to the following offerings:
2.2 AI Results Disclaimer: The Client expressly understands and accepts that all optimization suggestions, predictions, or automated actions provided by the AI system are derived from probabilistic models and historical data, and the Platform makes no express or implied warranties regarding their outcomes. Starti shall not be liable for any business loss, exceeding of ad spend budget, or failure to meet performance targets incurred by the Client as a result of following or not following AI recommendations.
2.3 Disclaimer of Warranties: The services are provided on an “as available” and “as is” basis. Starti makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights.
3.1 Data Asset Ownership (Core Term): The Client explicitly and exclusively owns all data generated or attributable to its account through the use of the Services, including but not limited to ad campaign settings, performance data, audience segmentation information, conversion data, and reporting metrics (collectively, the “Client Data Assets”).
3.2 Platform Limited Use License: The Client grants Starti and its affiliates a limited, non-exclusive, revocable, royalty-free, worldwide license to access, process, analyze, aggregate, and use the Client Data Assets during the Term of Service, solely for the following explicit purposes:
3.3 Data Processing Restrictions: Starti commits to:
3.4 The Platform may create aggregated, anonymized, or de-identified data from Client Data Assets (“Aggregated Data”) for the purpose of improving Starti’s general AI models, AI Dash and AI Studio services. Aggregated Data shall not identify the Client or any individual end-user. The Platform retains all rights to Aggregated Data, and this right survives termination of this Agreement.
4.1 The Client warrants that all advertising creatives, content, targeting data, and URLs uploaded by the Client are lawful, truthful, do not infringe upon any third party’s intellectual property or privacy rights, and comply with all applicable federal, state, and local laws and regulations. The Client warrants that it possesses all full rights and authorizations to provide and permit the Platform to use all data pursuant to this Agreement, including obtaining any necessary consumer consents (if applicable).
4.2 The Client shall not engage in any of the following activities. Upon discovery, the Platform reserves the right to suspend or terminate the Services with immediate effect. In the event of termination under this Section 4.2, the Platform may, in its sole discretion, determine whether any prepaid fees are refundable, taking into account the severity of the breach and the Platform's actual damages incurred.
All service systems, AI algorithms, software programs, interfaces, documentation and derivative works of the Platform, including the AI Dash platform and the AI Studio platform, are owned by Starti and its licensors. The Client retains intellectual property rights in advertising creatives, trademarks and brand identifiers that it uploads on its own.
Unless otherwise agreed in the applicable Order, intellectual property rights in creative deliverables created by the Platform shall remain with Starti.
The Client is granted a non-exclusive, non-transferable, worldwide license to use creatives generated under its subscribed services for the Client's own advertising, marketing promotion and other normal commercial purposes;
Unless otherwise agreed in writing, the Platform may use its generated creative deliverables for portfolio display, product promotion, case study marketing and similar purposes.
The Client shall fully indemnify the Platform for any third-party IP claims arising from client-provided inputs, trademarks, or brand materials. With respect to claims arising solely from unmodified native AI outputs that do not incorporate Client proprietary inputs, the Platform shall, at its own expense, contribute to the Client's defense; provided that the Client (i) promptly notifies the Platform in writing of such claim, (ii) grants the Platform sole control of the defense and settlement, and (iii) provides reasonable cooperation. In no event shall the Platform's aggregate liability for such claims exceed the total fees paid by the Client under the applicable Order. For the avoidance of doubt, this cap applies solely to the Platform's indemnification obligation under this Section 5.4 and is separate from, and shall not increase, the general liability cap set forth in Section 6.1.
6.1 To the maximum extent permitted by applicable law, Starti shall not be liable for any indirect, incidental, special, punitive, or consequential damages. In no event shall the Platform’s total liability under this Agreement exceed the total Service fees actually paid by the Client to the Platform during the six months preceding the event giving rise to the claim. The Client agrees to defend, indemnify, and hold the Platform harmless from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to the Client’s breach of this Agreement or its warranties, infringement of any third-party rights by the advertising content, or non-compliance with any applicable laws or regulations.
6.2 Exceptions to Limitation of Liability: The foregoing limitations of liability shall not apply to:
Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. If a party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice, the other party may immediately terminate this Agreement. Following termination, Starti shall securely delete or return the Client Data Assets within ninety (90) days, but reserves the right to retain anonymized and aggregated data for the continued training and maintenance of its general AI models, provided that such data is no longer linked to the Client’s account.
The foregoing obligations are subject to applicable data protection laws. If any applicable law requires earlier deletion or provides the Client with additional data rights, such legal requirements shall prevail.
8.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter of the Services and supersedes all prior or contemporaneous oral or written communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.2 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be submitted exclusively to the state or federal courts located in Los Angeles County, California, and the Client hereby consents to the personal jurisdiction and venue of such courts.