Terms of Service

1. Acceptance of Terms

By accessing or using Starlight (the "Service"), operated by Starlight Software LLC, a California limited liability company("Starlight," "we," "us," or "our"), you agree to be bound by these Terms of Service (the "Terms"). If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to "you" mean both you individually and that entity. If you do not agree to these Terms, do not use the Service.

The following policies are part of these Terms and are incorporated by reference: the Acceptable Use Policy ("AUP"), the Privacy Policy, the Cookie Notice, and, where you use the Service to process personal data, the Data Processing Addendum("DPA"). If these Terms conflict with the DPA on the processing of personal data, the DPA controls.

2. Description of Service

Starlight is an AI-powered sales prospecting platform that provides lead discovery, personalized outreach generation, email and LinkedIn delivery, buying-signal and social listening, scheduling, and pipeline management tools. The Service is available at joinstarlight.com and includes the web application, the Starlight Chrome extension, public booking pages under joinstarlight.com/book, autonomous Agents, the chat assistant, and the remote MCP server and OAuth endpoints that let third-party AI clients operate your account.

3. Account Registration

• You must provide accurate and complete information when creating an account and keep it up to date
• You are responsible for maintaining the security of your account and for all activity that occurs under it, including activity by Agents, Autopilot, and any MCP or OAuth client you authorize
• You must be at least 18 years old to use the Service
• One person or legal entity may not maintain more than one free account
• You must notify us promptly at legal@joinstarlight.com if you suspect unauthorized access to your account

4. Acceptable Use

Your use of the Service must comply with the Acceptable Use Policy, which sets out the rules for outbound messaging, lead data, AI-generated content, connected platforms, Agents, and the MCP server. We may update the AUP as laws and platform policies change. A material violation of the AUP is a material breach of these Terms.

5. Customer Responsibilities for Outbound Messaging

Because the Service sends messages on your behalf, you are solely responsible for the content and lawfulness of every message sent through it, whether you approved it by hand or through an automated feature you enabled. You represent and agree that:

• You have a lawful basis, such as a legitimate business interest, an existing relationship, or documented consent where required, to contact each recipient under every law that applies to that recipient
• Every message accurately identifies you or your company as the sender and gives the recipient a reasonable way to opt out
• You will honor every opt-out request within the period required by applicable law, and in no event later than 10 business days after receipt
• You are responsible for configuring and maintaining the authentication of any sending domain you connect, including SPF, DKIM, and DMARC records, and for the reputation of that domain
• You will not impersonate any person or entity or misrepresent your affiliation with any person or entity
• You will comply with the acceptable use policies of any connected third-party provider, including Gmail, Outlook, LinkedIn, X, and Reddit

We may suspend sending from your account without advance notice if we reasonably believe a campaign violates these obligations, harms recipients, or puts shared sending infrastructure at risk.

6. Agents, Autopilot, and Automated Features

The Service includes features that act on your behalf: scheduled Agents that source leads and draft outreach, a chat assistant that can take actions you instruct, Signals and Social auto-drafting, and Autopilot modes that send already-approved drafts. By default every draft waits for your review and nothing is sent until you approve it. When you turn on an autopilot setting, you authorize Starlight to approve and send on your behalf within the limits shown in the product, and you agree that:

• Every message sent by an automated feature is your message. You remain the sender of record and the party responsible for it under Section 5
• Automated features operate on AI judgments that can be wrong. You are responsible for configuring them, reviewing their output, and turning them off when they are not performing as you expect
• Daily and per-run caps exist to protect your accounts and our infrastructure. You will not attempt to circumvent them
• Instructions you give the chat assistant or an MCP client are treated as your instructions, including instructions to approve, send, delete, or spend blocks

7. Third-Party Platforms and the Chrome Extension

The Starlight Chrome extension runs in your own browser, under your own LinkedIn, X, and Reddit accounts, to deliver approved drafts, read replies to conversations you started, and run read-only scans you have enabled. Starlight's servers do not log into those platforms and do not hold your credentials for them. Your use of LinkedIn, X, Reddit, and any other third-party platform is governed by that platform's own terms, and you are responsible for ensuring that your use of the extension, including its Autopilot mode, complies with them. Starlight is not responsible for any restriction, suspension, or termination a platform applies to your account, and does not guarantee that the extension will continue to work if a platform changes its service.

The data flows of the extension are described in full in the Chrome Extension section of the Privacy Policy.

8. Customer Data and Prospect Data

"Customer Data" means any data you submit to, generate within, or enrich using the Service, including the business contact information of prospects you research or contact, imported network connections, booking invitee details, and meeting notes. As between you and Starlight, you retain all rights in Customer Data, and you grant us a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide the Service to you, to improve and secure the Service, and to enforce these Terms.

You represent and warrant that you have all rights, consents, and legal bases necessary to provide Customer Data to the Service and to use it for the purposes you select, and that our processing of Customer Data on your instructions will not violate any law or third-party right. Our processing of personal data contained in Customer Data is governed by the Data Processing Addendum, which applies automatically to every customer. A countersigned copy is available on request at legal@joinstarlight.com.

9. Lead Data License

Lead, contact, and company data that Starlight surfaces from third-party data providers ("Lead Data") is licensed to you, not sold. You may use Lead Data to identify prospective customers, research existing customers and prospects, and communicate with a person in a manner that relates to that person's profession, business, or employment, through the Service and your own connected tools, solely for your internal business purposes. Lead Data you incorporate into your own records, systems, reports, or workflows during your subscription (for example, by syncing it to your CRM or adding it to a campaign) stays yours to use for those internal purposes after your subscription ends.

You may not: distribute, sell, license, or otherwise make Lead Data available to third parties; use Lead Data to build or supplement a competing database, list, or service; combine Lead Data with other sources in a way that circumvents these restrictions; use Lead Data to train, fine-tune, or improve any AI or machine-learning model; use automated means to extract Lead Data beyond the exports the Service provides; or attempt to re-identify individuals from de-identified data. These restrictions pass through obligations we owe to our data providers, and we may suspend export features if we reasonably believe they are being violated.

10. Blocks and Billing

Subscription Plans

The Service offers a free tier and paid subscription plans with varying monthly block allowances. Block costs for different actions are described in our billing documentation. Unused blocks do not roll over between billing periods.

Bonus and Referral Blocks

Blocks granted through the referral program or other promotions have no cash value, are non-transferable, cannot be exchanged for a refund, and expire when your account closes. Referral rewards are described in the referral documentation. We may withhold or reverse rewards for self-referrals, duplicate accounts, or other abuse.

Payment and Auto-Renewal

• Paid plans are billed monthly or annually through Stripe at the prices in effect when you subscribe or renew
• Paid plans renew automatically at the end of each billing period using the payment method on file until you cancel
• All fees are exclusive of applicable taxes, which you are responsible for paying
• All fees are non-refundable except as required by law

Price Changes

We may change pricing by giving you at least 30 days' advance notice. Price changes take effect at the start of your next billing period after the notice.

Failed Payments and Chargebacks

If a payment fails, we may suspend paid features until payment is made current. If you initiate a chargeback that we reasonably believe to be improper, we may suspend or terminate your account and recover the disputed amount together with any associated fees.

Cancellation

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period, and you retain access to paid features until then. We do not provide partial refunds for unused time within a billing period.

11. Intellectual Property

• Our IP: The Service, including its software, design, prompts, AI pipelines, and documentation, is owned by Starlight Software LLC and is protected by intellectual property laws. We reserve all rights not expressly granted to you in these Terms
• Your IP: You retain all rights in Customer Data as described in Section 8
• No Trademark License: Nothing in these Terms grants you any right to use Starlight's trademarks, logos, or trade dress
• Copyright notices: If you believe content available through the Service infringes your copyright, send a notice that meets the requirements of 17 U.S.C. § 512(c)(3) to legal@joinstarlight.com

12. AI-Generated Content and Model Training

The Service uses third-party AI models, listed on our Sub-processorspage, to generate drafts, scores, research, and other outputs ("AI Output"). AI Output may be inaccurate, outdated, or unsuitable for your purpose, and you are solely responsible for reviewing AI Output before sending, publishing, or otherwise relying on it.

• No training on your data: Starlight does not use Customer Data to train its own models, and we do not grant our AI providers the right to train their models on Customer Data. Where our provider agreements offer zero-data-retention terms, we enable them
• Ownership of Output: As between you and Starlight, you own AI Output generated for you through the Service, subject to any underlying third-party rights. You understand that similar or identical outputs may be generated for other users
• No high-stakes decisions: AI-generated scores, match assessments, and intelligence recommendations are advisory only and are not used to make decisions that produce legal or similarly significant effects about any individual without human review

13. MCP Server, API, and OAuth Clients

You may connect third-party AI assistants and other clients to your account through our MCP server and OAuth endpoints. Each client you authorize acts with your permissions, and its actions, including tool calls that consume blocks, are your actions. You are responsible for the security of the clients you connect and for revoking access to any you no longer use. We may rate-limit, suspend, or revoke any client that degrades the Service, violates the AUP, or appears compromised. Access tokens and the MCP interface are provided as part of the Service and may change with notice as described in Section 20.

14. Third-Party Integrations

The Service integrates with third-party services you connect, including Gmail, Microsoft Outlook, Google Calendar, Microsoft 365 Calendar, HubSpot, Salesforce, and Attio, and relies on the providers listed on the Sub-processorspage. Your use of each integration is subject to that provider's own terms of service. We are not responsible for the availability, performance, or policy changes of any third-party service, and disconnection or disruption of a third-party service may affect the features that depend on it.

Company logos displayed in the Service are provided by Logo.dev. Map data and tiles used in the Local business search feature and the Metrics interaction globe are provided by MapTiler and OpenStreetMap contributors, and are subject to their respective copyright and license terms.

15. Data and Privacy

Your use of the Service is also governed by our Privacy Policy and Cookie Notice. By using the Service, you acknowledge that you have read them and that we will process personal data as they describe.

16. Feedback

If you send us suggestions, ideas, bug reports, or other feedback about the Service, you grant Starlight a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation or attribution to you.

17. Beta Features

We may label certain features as "beta," "preview," "experimental," or similar. Beta features are provided "as is," may be changed or discontinued at any time, and are excluded from any service-level commitment or warranty in these Terms.

18. Disclaimers, Limitation of Liability, and Indemnification

Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Your use of the Service is at your own risk. Without limiting the foregoing:

• We do not guarantee the accuracy, completeness, or currency of lead data sourced from third-party providers
• AI Output may contain errors, and you are responsible for reviewing all outreach before sending
• We do not guarantee email deliverability, inbox placement, response rates, or any particular business outcome
• We do not warrant that the Service will be uninterrupted, secure, or error-free

Limitation of Liability

To the maximum extent permitted by law, in no event will Starlight, its affiliates, or its licensors 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 your use of the Service, even if we have been advised of the possibility of such damages.

Starlight's aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the total amounts you paid to Starlight for the Service in the twelve (12) months preceding the event giving rise to the claim or (b) one hundred US dollars (US$100).

These limitations apply regardless of the legal theory on which the claim is based, whether contract, tort (including negligence), strict liability, or otherwise, and form an essential basis of the bargain between you and Starlight. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

Indemnification by You

You will defend, indemnify, and hold harmless Starlight and its officers, employees, and contractors from and against any third-party claim, demand, or proceeding, and any resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your use of the Service in violation of these Terms, the AUP, or applicable law, (b) your Customer Data, (c) messages sent from your account, including by automated features you enabled, or (d) your violation of any third-party right or platform term, including rights of publicity, privacy, or intellectual property.

Indemnification by Us

Starlight will defend you against any third-party claim alleging that the Service, as provided by Starlight and used in accordance with these Terms, infringes a third party's US patent, copyright, trademark, or trade secret, and Starlight will pay the final damages awarded or amount paid in settlement of any such claim, provided that you (i) promptly notify us in writing of the claim, (ii) give us sole control of the defense and settlement, and (iii) reasonably cooperate with us at our expense. Starlight has no obligation under this section for claims arising from (A) Customer Data or AI Output, (B) your combination of the Service with anything not provided by Starlight, or (C) your continued use of the Service after we have provided a non-infringing modification or alternative. This Section 18 states each party's sole and exclusive remedy for third-party infringement claims.

19. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND STARLIGHT TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

Informal Resolution

Before filing any formal claim, you and Starlight agree to try in good faith to resolve any dispute by informal negotiation for at least 30 days after written notice of the dispute is delivered. You may send notice to legal@joinstarlight.com, and we will send notice to the email address associated with your account.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, which are available at adr.org/commercial. Proceedings will be conducted remotely by video or telephone unless a party requests in-person proceedings. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator, not any court, has exclusive authority to decide threshold questions about the scope, enforceability, or formation of this arbitration agreement, except that a court may decide whether the Class Action Waiver below is enforceable.

Class Action Waiver

You and Starlight agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. This waiver is an essential part of the parties' agreement to arbitrate; if a court decides it is unenforceable as to any particular claim, that claim (and only that claim) must be brought in court as set out in Section 21.

California PAGA Carve-Out

Nothing in this Section 19 waives a California resident's non-waivable right to bring a representative claim under the California Private Attorneys General Act (Cal. Lab. Code § 2698 et seq.) on behalf of themselves. To the extent California law treats any such claim as non-waivable, it is excluded from arbitration and from the Class Action Waiver above and may be pursued in a court of competent jurisdiction in California after the informal-resolution period has ended.

Batch Arbitration

If 25 or more similar demands for arbitration are filed against Starlight by or with the assistance of the same counsel or coordinated group within a 60-day period, the parties agree that the demands will be resolved in sequential batches of up to 50 at a time. The first batch will proceed to arbitration, and the remaining demands will be stayed pending the outcome of the first batch, after which the parties will engage in a good-faith mediation before the next batch proceeds. This procedure is intended to promote the efficient resolution of mass filings and is an essential part of this arbitration agreement.

Carve-Outs

Either party may (i) bring an individual claim in small claims court if it qualifies and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or security interests. Filing such a claim does not waive the right to arbitrate any other dispute.

30-Day Opt-Out

You may opt out of this Section 19 by sending written notice of your decision to opt out to legal@joinstarlight.com within 30 days of first accepting these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you want to opt out of the arbitration agreement. Opting out of arbitration does not affect any other provision of these Terms.

Jury-Trial Waiver

If for any reason a dispute proceeds in court rather than in arbitration, you and Starlight each knowingly and voluntarily waive any right to trial by jury to the maximum extent permitted by law.

20. Changes to Terms

We may update these Terms from time to time. For material changes, we will give at least 30 days' advance notice by email or in-app notification before the change takes effect. For non-material changes, we will update the "Last updated" date at the top of this page. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to an update, you must stop using the Service before the update takes effect. Previous versions of these Terms are available on request.

21. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any dispute that is not subject to arbitration under Section 19, you and Starlight consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.

22. State-Specific Notices

• California: Under California Civil Code § 1789.3, California users are entitled to the following notice: the Service is provided by Starlight Software LLC. To file a complaint regarding the Service or to receive further information, contact us at legal@joinstarlight.com, or contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. Your rights under the California Consumer Privacy Act are described in the Privacy Policy
• Colorado, Connecticut, Virginia, Texas, Oregon, and other states with comprehensive privacy laws: your rights of access, correction, deletion, portability, and opt-out are described in the State privacy rights section of the Privacy Policy
• Nevada: Nevada residents may direct us not to sell covered information. We do not sell covered information; to record a request, email privacy@joinstarlight.com

23. General

• Assignment: You may not assign these Terms or any rights under them without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this section is void
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent
• Entire Agreement: These Terms, together with the AUP, Privacy Policy, Cookie Notice, DPA, and any order or addendum that references these Terms, constitute the entire agreement between you and Starlight regarding the Service and supersede any prior agreements on that subject
• Waiver: Our failure to enforce any right or provision of these Terms will not be a waiver of that right or provision
• Force Majeure: Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, or acts of any third-party provider
• Electronic Communications: By using the Service you consent to receive notices and other communications from us electronically, by email to the address on your account or by posting in the Service. Electronic communications satisfy any legal requirement that a communication be in writing
• Notices: You may give notice to us at legal@joinstarlight.com
• Accessibility: We aim to conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA. If you have difficulty accessing any part of the Service, contact legal@joinstarlight.com and we will make reasonable efforts to address it promptly
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights
• Export Controls: You represent that you are not located in, and will not use the Service from, a jurisdiction subject to comprehensive US embargoes, and that you are not on any US government restricted-party list
• Publicity: Starlight may identify you as a customer by name and logo in marketing materials and on its website. You may opt out of this use at any time by emailing legal@joinstarlight.com
• Survival: Sections 8, 9, 11, 12, 16, 18, 19, 21, and 23 survive termination
• Headings: Section headings are for convenience only and have no legal effect

24. Termination

You may terminate your account at any time from your account settings. We may suspend or terminate your account if you materially breach these Terms or the AUP, if required by law, or if your use of the Service poses a security, legal, or operational risk to the Service or to other users. Where reasonable and not precluded by legal or safety considerations, we will give you notice and an opportunity to cure before terminating for cause.

Upon termination, your right to access and use the Service ends immediately. You may export your data from the Service at any time before termination takes effect. After termination, we will retain and delete Customer Data as described in the Privacy Policy and the DPA.

25. Contact

For questions about these Terms, contact us at legal@joinstarlight.com.

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