Compliance
Terms and Conditions for Starmind Trial Platform
Effective date: April 21, 2022
These Terms and Conditions for Starmind trial platform (the “Trial Terms”) govern your access to and use of our platform as accessible from the webpage www.starmind.ai (the “Trial Platform”) as well as the use of the services connected with the Trial Platform (“Trial Services”). These Trial Terms also describe your rights and responsibilities when inviting your friends, colleagues, business partners or else to collaborate on the Trial Platform with you. Please be aware that you are responsible for such persons’ actions and/or omissions throughout their use of Trial Platform as laid down in these Trial Terms below.
Use of Trial Subscription and the Services by Authorized User
Customer's Obligations and Responsibilities
Compliance with Data Protection Laws
Ownership and Proprietary Rights
Representations and Warranties
Customer's Indemnification of Us
1. Definitions
If not otherwise defined in these Trial Terms the capitalised terms herein have the following meaning:
- “Authorised Users” means your friends, colleagues, business partners or other individuals whom you invite to collaborate with you and/or with one another on the Trial Platform.
- “Contract” means these Trial Terms together with other documents referenced herein.
- “Customer” or “You” means the individual setting up the Trial Platform, or the organisation such individual is representing.
- “Regular Subscription” means the arrangement between the parties after the Trial Subscription expires or terminates.
- “Trial Subscription” means the arrangement where We provide, and you receive the Trial Services under the Contract.
- “Trial Subscription Term” means the period of time during which the Customer has access to the Trial Services under these Trial Terms.
- “We”, “Us” or “Starmind” means, depending on your location Starmind AG or Starmind Inc. (please see Section 19.8 below).
2. Signing Up
By signing up for the Trial Services you agree to these Trial Terms and to Trial Subscription.
2.1. as a corporation
If the individual signing up for the Trial Services duly represents a legal entity, when agreeing to these Trial Terms such legal entity is the Customer and can modify and re-assign roles on the Trial Platform, including, without limitation, replacement of the representative with ultimate authority for the Trial Platform, as well as otherwise exercise its rights under the Contract.
2.2. as an individual
If the individual signing up for the Trial Services does not duly represent a legal entity such individual is a party to the Contract. For example, if you signed up using a personal email address and invited a couple of friends to try the Trial Network but haven’t formed a company yet, you, as an individual are the Customer.
3. Use of Trial Subscription and the Services by Authorized User
3.1. Submitted Content
Authorized User may submit content or information to the Trial Platform, such as messages or files (“Customer Data”). We are not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Trial Services.
3.2. Age restrictions
The Trial Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old.
3.3. Infrastructure
Customer is solely responsible for providing high speed internet service as well as other infrastructure, including but without limitation necessary hardware and software (e.g. computer, internet browser) for itself and its Authorized Users to access and use the Trial Services.
4. Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.
5. Customer’s Rights
5.1. Customer may assign Authorised Users to access the Trial Platform and receive the Trial Services.
5.2. Customer may exclusively provide us with instructions on what to do with Customer Data. For example, Customer may instruct us on provision or deprovision of Trial Services, enabling or disabling third-party integrations, managing permissions, retention, and export settings.
6. Feedback
Customer is entitled to provide us with feedback regarding the usage of the Trial Platform. Customer grants Us (for itself and all its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any feedback or suggestions regarding the Trial Services for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. We may choose not to implement the feedback or suggestions at our own discretion.
7. Customer’s Obligations and Responsibilities
7.1. Compliance with Trial Terms
Customer shall comply with these Trial Terms and ensure that the Authorized Users comply with them as well.
7.2. Responsibility for Authorized Users
Customer is responsible for any actions and/or omissions of the Authorized Users as if those were Customer’s own actions and/or omissions, including, but without limitation, for any breaches of this Contract caused by them. Customer shall (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Trial Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under these Trial Terms is lawful.
7.3. Registration of Authorized Users
Customer shall register with us each Authorized User, no matter their role.
8. Compliance with Data Protection Laws
For the purposes of processing personal data Customer is the Data Controller and we are the Data Processor. Customer shall ensure all instructions given by it to us in respect of personal data shall at all times be in accordance with applicable data protection laws.
9. Our Rights
9.1. Removal Rights
If we believe that there is a violation of these Trial Terms that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, any of our services, Authorized Users, or any third parties.
9.2. Starmind Representatives
We may leverage our employees, those of our corporate affiliates and third-party contractors (the “Starmind Representative”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Starmind Representative’s compliance with our obligations under the Contracts.
9.3. Our suspension right
We may at our sole discretion suspend, seize the provision of the Trial Services and/or terminate the Trial Subscription immediately on notice to you (email to the address used to register the network is enough) if we reasonably believe that the Trial Services are being used by Customer or the Authorized Users in violation of applicable law or in violation the provisions of the Contract.
10. Our Responsibilities
10.1. Providing the Services
We will (a) make the Trial Services available to Customer and its Authorized Users as described in these Trial Terms; and (b) not use or process Customer Data for any purpose other than provision of Trial Services as described in these Trial Terms without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Trial Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of these Trial Services. Be assured that (c) the Trial Services will be performed materially in accordance with our then-current documentation (available here); and (d) subject to our termination right (please see Section 12.4) we will not materially decrease the functionality of Trial Services during the Trial Subscription Term. In case of a breach of a provision in this Section, Customer’s exclusive remedy is termination according to Section 12.3 (Customer’s Termination Right).
10.2. Keeping the Services Available
We will use commercially reasonable efforts to make the Trial Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., via our Help Centre).
10.3. Protecting Customer Data
The protection of Customer Data is a top priority for us and we will maintain state of the art administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that such third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Authorized Users do with Customer Data. That is Customer’s responsibility.
11. Ownership and Proprietary Rights
11.1. What’s Yours is Yours…
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Customer (for itself and all of its Authorized Users) grants Starmind and the Starmind Representative a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and update the Trial Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law and/or described in our Privacy Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
11.2. And What’s Ours is Ours
We own and will continue to own all our services, including without limitation the Trial Services and all related intellectual property rights. We may make the Trial Platform available, via app stores or other channels, as part of the Trial Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to access and use the Trial Platform, but solely as necessary to use the Services and in accordance with these Trial Network Terms. All of our rights not expressly granted by this license are hereby retained.
12. Term and Termination
12.1. Trial Term
Trial Subscription is procured through the website interface at www.starmind.ai. Trial Services commence when we make the Trial Platform available to the Customer and continues for maximum thirty (30) days (“Trial Services Term”) unless otherwise agreed between parties. These Trial Terms remain effective until the Trial Subscription under these Trial Terms has expired or been terminated. Subject to Section 19. (Survival) Termination of the Trial Terms will terminate the Trial Subscription.
12.2. Regular Subscription
Any time during the Trial Subscription Customer may enter into a Regular Subscription by executing a Starmind Order.
12.3. Customer’s Termination Right
You may terminate the Trial Subscription without a cause and at any time during the Trial Subscription Term with an immediate effect by providing a termination notice to us, according to Section 20.3. (Notices) and seizing the use of the Trial Services. Please be aware that provisions listed in the section 19. (Survival) below survive the termination of the Trial Subscription.
12.4. Our Termination Right
We may terminate the Trial Subscription without a cause at any time during the Trial Subscription Term by providing you a five (5) days termination notice according to Section 20.3. (Notices).
13. Data Portability and Deletion
We are custodians of Customer Data. Upon the termination of Trial Subscription, we will enable you at your request to export certain Customer Data from the Trial Services; Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable if requested more than thirty (30) days after the termination of the Trial Subscription. Following the thirtieth (30th) day after the termination of the Trial Subscription, we will have no obligation to maintain or provide any Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
14. Representations and Warranties
You represent and warrant that you have validly entered into these Trial Network Terms and have the legal power to do so. You further represent and warrant that you are responsible for the conduct of the Authorized Users and their compliance with the terms of the Contract.
15. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
16. Limitation of Liability
STARMIND SHALL ONLY BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM STARMIND’S GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT. IN NO EVENT WILL STARMIND HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Contract between the parties, and the parties have relied on these limitations in determining whether to enter the Contract and the pricing for the Trial Services.
17. Customer's Indemnification of Us
Customer will defend Starmind and the members of the Starmind Representatives (collectively, the “Starmind Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of these Trial Terms (a “Claim Against Us”), and will indemnify the Starmind Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Starmind Indemnified Party in connection with or as a result of, and for amounts paid by a Starmind Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer’s defence and settlement of such matter. This section states your sole liability with respect to, and the Starmind Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
18. Confidentiality
18.1. Confidential Information
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Trial Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
18.2. Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Trial Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Trial Terms.
18.3. Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review our Privacy Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
19. Survival
The following Sections will survive any termination or expiration of the Trial Subscription: Section 6. (Feedback), Section 7. (Customer’s Obligations and Responsibilities), Section 9.1. (Removal Rights), Section 9.2. (Starmind Representatives), Section 11. (Ownership and Proprietary Rights), Section 13. (Data Portability and Deletion), Section 14 (Representations and Warranties), Section 15. (Disclaimer of Warranties), Section 16. (Limitations of Liability), Section 17. (Customer’s Indemnification of Us), Section 18. (Confidentiality) and this Section 19. (Survival) as well as all of the provisions under the Section 20. (General Provisions).
20. General Provisions
20.1. Force Majeure
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
20.2. Relationship of the Parties; No Third-Party Beneficiaries
The parties are independent contractors. These Trial Network Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Trial Network Terms.
20.3. Notices
Except as otherwise set forth herein, all notices under the Contract will be by email. Any notices to Customer shall be sent to the email address by means of which you signed up to the Trial Network. Notices to Starmind must be sent to info@starmind.com, except for legal notices such as notices of termination or an indemnifiable claim, which must be sent to legal@starmind.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
20.4. Modifications
As our business evolves, we may change these Trial Network Terms. If we make a material change to Trial Network Terms, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Trial Services. Customer can review the most current version of the Trial Network Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in this Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Trial Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
20.5. Waiver
No failure or delay by either party in exercising any right under this Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
20.6. Severability
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
20.7. Assignment
Except with respect to Starmind with regard to its affiliates, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its contact information current at all times by notifying Starmind of any changes. Any purported assignment in violation of this section is void.
20.8. Starmind entity, governing law and legal venue
All references to ‘Starmind,’ ‘we,’ or ‘us’ under the Contract, what law will apply in any dispute or lawsuit arising out of or in connection with the Contract, and which courts have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.
| Domicile | Starmind Entity | Governing Law | Venue |
| United States and Canada | Starmind Inc. | New York | New York |
| Rest of the World | Starmind AG | Switzerland | Zurich, Switzerland |
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
20.9. Entire Agreement
The Contract, including these Trial Terms and all referenced pages and documents, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. However, to the extent of any conflict or inconsistency between the provisions in these Trial Terms and any other documents or pages referenced in these Trial Terms, the following order of precedence will apply: (1) these Trial Terms and (2) any other documents or pages referenced in these Trial Terms. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. Notwithstanding any language to the contrary therein, no terms or conditions stated in any document issued by the Customer, including without limitation any purchase order, vendor onboarding process or web portal, or any other order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.