TERMS OF SERVICE AND MEMBERSHIP AGREEMENT

Starling AI LLC (A Texas Limited Liability Company)

Effective Date: As of the date of acceptance via checkout, registration, or signature.

This Membership Service Agreement (“Agreement”) is entered into by and between Starling AI LLC, a Texas limited liability company (“Provider”), and the entity or individual subscribing to the Services (“Client”). This Agreement governs Client’s use of the Starling AI Agent, automation workflows, and related services (collectively, the “Services”).

BY CLICKING “I AGREE,” CHECKING A BOX ON A CHECKOUT PAGE, OR EXECUTING AN ORDER FORM, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT.

1. PURPOSE AND SCOPE

1.1 Purpose. Provider offers access to the Starling AI Agent, an AI-driven automation, messaging, and workflow engine. 1.2 Scope of Services. The Services include only the functionality expressly described by Provider on the applicable checkout page or Statement of Work (“SOW”). Provider is not obligated to customize or modify the Services unless expressly agreed to in a separate writing. 1.3 Business Use Only. Client represents and warrants that it is entering into this Agreement solely for business or commercial purposes and not as an individual consumer.

2. PRICING AND BILLING

2.1 Subscription Plans. Client shall subscribe to a specific tier or plan (the “Plan”) as selected by Client on the Provider’s website checkout page or applicable Order Form.

Fees: The monthly fees, onboarding fees, and included volume of Executions (defined below) for the Plan shall be those explicitly displayed on the checkout page or Order Form at the time of subscription.
Executions: An “Execution” means one completed workflow run, automation step, message processed, or action performed by the Agent.

2.2 Billing Cycle. The "Billing Month" begins on the date Client subscribes and renews on the same day each subsequent month. Fees are billed in advance.

2.3 Usage Caps; No Overages. Usage limits are hard caps based on the selected Plan. If Client reaches the Execution limit, Services may pause until the next cycle or until Client upgrades the Plan. Provider is not liable for business interruptions resulting from Client exceeding their Plan limits.

2.4 Billing Authorization. Client authorizes Provider to automatically charge the payment method on file for all fees due. Client agrees to keep payment information current.

2.5 No Refunds. All fees, including onboarding and setup fees, are non-refundable.

2.6 No Setoff. Client shall pay all amounts owed under this Agreement without any right of setoff, deduction, or counterclaim. Client may not withhold payment due to service disputes or performance claims.

3. CUSTOMIZATION

Any requests for custom integrations, specific workflow architecture, or “white glove” setup outside the standard Plan features are subject to a separate quote and must be approved in writing. Customization fees are billed upfront and are non-refundable.

4. CHANGES TO TERMS AND PRICING

Provider may update pricing or these Terms by providing 30 days’ written notice (email is sufficient). Continued use of the Services after the effective date of such changes constitutes acceptance.

5. TERM AND TERMINATION

5.1 Term. This Agreement is month-to-month. 5.2 Cancellation. Either Party may terminate this Agreement by providing written notice (email via the support portal is sufficient) prior to the next billing date. 5.3 Effect of Termination. Services will continue until the end of the current paid billing period. No prorated refunds will be issued.

6. DATA RIGHTS AND PRIVACY

6.1 Client Data. Client retains ownership of all raw data and content it inputs into the Services (“Client Data”). 6.2 Provider IP. Provider owns the AI architecture, workflows, prompts, templates, and code logic. 6.3 Data Usage License. Client grants Provider a license to process, store, and transmit Client Data solely to provide the Services. Provider may use anonymized, aggregated data to improve system performance. 6.4 Compliance. Client is solely responsible for ensuring that its collection and use of Client Data complies with all applicable laws (including GDPR, CCPA, etc.). Provider acts as a "Data Processor" and Client is the "Data Controller." 6.5 Feedback License. If Client provides any suggestions, feature requests, or feedback regarding the Services, Client grants Provider a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Services without compensation or attribution.

7. SERVICE LIMITATIONS AND AI DISCLAIMERS

7.1 AS-IS Basis. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.2 AI Hallucinations and Accuracy. Client acknowledges that Artificial Intelligence is probabilistic and may generate output that is inaccurate, incorrect, or "hallucinated." Client is solely responsible for verifying all AI outputs before relying on them for business decisions, legal matters, or customer communications. Provider is not liable for errors made by the AI Agent.

7.3 Upstream Dependency. The Services rely on third-party Large Language Models (LLMs) and APIs (e.g., OpenAI, Anthropic, Supabase). Provider is not responsible for outages, latency, or errors caused by these third-party providers.

Here is the completely rewritten Section 8 for your Terms of Service. This replaces your existing Section 8 entirely.

It incorporates the protections from your original document while adding specific clauses for Voice Recording compliance, Carrier "SHAFT" restrictions, and AI Disclosure requirements.

8. CLIENT RESPONSIBILITIES AND COMPLIANCE

8.1 Legal Compliance.

Client is strictly prohibited from using the Services for unlawful activities. Client is solely responsible for ensuring its use of the Services complies with all applicable local, state, federal, and international laws, including but not limited to:

The Telephone Consumer Protection Act (TCPA) regarding automated SMS and voice calls;
The CAN-SPAM Act regarding email marketing;
The Telemarketing Sales Rule (TSR); and
All applicable state and federal wiretapping and eavesdropping laws (regarding call recording).

8.2 Voice Recording and Two-Party Consent.

Client acknowledges that the Services may include features that record or transcribe voice conversations. Client understands that many jurisdictions (including California, Florida, and Illinois) require the consent of all parties prior to recording a call ("Two-Party Consent" laws).

Mandatory Disclosure: Client warrants that it will configure the Services to provide necessary disclosures to all call recipients (e.g., “This call may be recorded for quality assurance”) prior to the commencement of any recording.
Liability: Client assumes full liability for any failure to properly notify and obtain consent from call participants.

8.3 Prohibited Content (Carrier Restrictions).

To ensure high deliverability and prevent carrier blocking, Client agrees not to use the Services to transmit content that is prohibited by mobile carriers ("SHAFT" and High-Risk categories). Prohibited content includes:

S.H.A.F.T.: Sex (adult content), Hate speech, Alcohol, Firearms, and Tobacco (including vaping/CBD).
High-Risk Financials: Payday loans, short-term high-interest loans, debt collection, debt relief/forgiveness, and gambling/sweepstakes.
Provider reserves the right to immediately suspend Services if Client transmits prohibited content.

8.4 Consent Warranty and "Cold" Leads.

Client represents and warrants that all telephone numbers and contacts uploaded to or processed by the Services have granted Client "prior express written consent" to be contacted via automated means, as defined by the TCPA.

No Purchased Lists: Client agrees NOT to use the Services to contact "cold" lists, purchased lead lists, or any contacts who have not explicitly opted in to receive communications from Client.

8.5 AI Disclosure.

Client agrees to use the Services in a manner that complies with all applicable "Bot Laws" (e.g., California B. & P. Code § 17940). Where required by law, Client must ensure the AI Agent discloses to the end user that they are interacting with an artificial intelligence (e.g., “I am an AI assistant for [Client Name]”).

8.6 Indemnification (Crucial).

Client agrees to indemnify, defend, and hold Provider harmless from any claims, damages, fines, legal fees, or expenses arising from:

(a) Client's violation of the TCPA, CAN-SPAM, wiretapping laws, or privacy regulations;

(b) Client's failure to obtain necessary consents from leads or contacts;

(d) Fraudulent or unlawful use of the Services.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, PROVIDER’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. PROVIDER SHALL NOT BE LIABLE FOR LOST PROFITS, DATA LOSS, OR CONSEQUENTIAL DAMAGES.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by the laws of the State of Texas. 10.2 Venue. Any legal action or arbitration must be conducted in Denton County, Texas. 10.3 Binding Arbitration. Any dispute arising under this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Rules. Class actions are strictly waived.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties. 11.2 Severability. If any provision is invalid, the remainder of the Agreement remains in force. 11.3 Assignment. Client may not assign this Agreement without Provider’s consent. 11.4 Force Majeure. Provider shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, power outages, internet service provider failures, or denial-of-service attacks.

11.5 WAIVER OF CONSUMER RIGHTS (Texas DTPA). CLIENT WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF CLIENT’S OWN SELECTION, CLIENT VOLUNTARILY CONSENTS TO THIS WAIVER.