Terms

1. Star Circle™ Marketplace

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

4. Acknowledgment

You acknowledge and agree that:

1. StarCircle™ will not be liable or responsible for any Star Circle™ Video or other offering requested by you or any Submission (defined below) you make;
2. you have no expectation of privacy with respect to any Star Circle™ Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third-party;
3. the Star Circle™ watermark on each Star Circle™ Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Star Circle™ Video or assist or encourage any third-party to do so; you further agree not to edit, change, modify, or create any derivative work of a Star Circle™ Video or assist or encourage any third-party to do so;
4. if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any Star Circle™ Video, or other offering under these Terms, terminates and you must: promptly remove all copies of any Star Circle™ Video, or other offering, in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
5. without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Talent User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in StarCircle™’s sole discretion, including terminating your license to use any Star Circle™ Video or other offering under these Terms and requiring you to take the actions outlined in Section 4.d.‍

5. Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

6. Eligibility

1. Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site.
2. Eligibility Representations and Warranties: You represent and warrant that:

1. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by StarCircle™ are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer StarCircle™ products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

1. You will not use the Site or any StarCircle™ product or service for any partisan political purpose - including to promote or solicit contributions on behalf of your candidacy for public office, the candidacy of another person seeking public office, any political party or political committee, or any other person or organization promoting or soliciting contributions on behalf of any candidate for public office or political party.

7. Fees and Payment

1. Fees: The fee for a Star Circle™ Video or other offering is specified on the Talent User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
2. Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD. From time to time, StarCircle™ may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.
3. Payment: You may request a Star Circle™ Video by using a valid payment card through the applicable third-party payment provider (for our apps for iOS, and Android, Apple and Android’s in-app payment mechanisms; for our website, the payment provider we select). You must provide the third-party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that StarCircle™ does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a Star Circle™ Video and no refunds will be issued.

1. StarCircle™ reserves the right (but is under no obligation) to cancel your request for any Star Circle™ Video or other offering if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. StarCircle™ also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
2. Portion of Payment to Talent: Any payment for a Star Circle™ Video or any other offering, feature, or service on our Site, such as a tip or a sticker, will be divided between StarCircle™ and Talent as provided for in Section 4.b of the Talent Terms of Service.
3. Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at hello@StarCircle.co. We have the sole discretion to determine how billing disputes between us will be resolved.
4. Taxes: If your purchase obligates StarCircle™ to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, StarCircle™ will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to StarCircle™, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify StarCircle™ for any liability or expense StarCircle™ may incur in connection with the payment of Sales Taxes on your purchases. At StarCircle™’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from StarCircle™ (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).

8. Ownership

1. You acknowledge and agree that each Star Circle™ Video or other offering from a Talent User is owned by the Talent User who created it.
2. We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “StarCircle™ Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, StarCircle™ Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of the StarCircle™ Content, Marks, HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.
3. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works  (for example, translations, adaptations, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, audio, or otherwise) that you make or send to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to StarCircle™, whether through our Site, a social media platform, third-party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. StarCircle™ will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
4. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
5. StarCircle™ desires to avoid the possibility of future misunderstandings if a project developed by any StarCircle™ Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that StarCircle™ has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to StarCircle™ a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
6. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

9. Copyright and Intellectual Property Policy

1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:

1. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

10. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

11. Third-Party Content and Interactions

1. Our Site may contain features and functionalities that link to or provide you with access to third-party content, that is completely independent of StarCircle™, including Star Circle™ Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of Star Circle™ Videos and other offerings that allow interactions with third parties, including between Users, on StarCircle™ are the sole responsibility of the people involved in those interactions. StarCircle™ is not responsible for the content of the interactions you may have with third parties through Star Circle™ Videos or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Talent User except as expressly permitted through our Site. You also agree that StarCircle™ may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with StarCircle™ if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each StarCircle™ Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".
2. From time to time, an entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a Star Circle™ Video will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. StarCircle™ is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by StarCircle™). Unless expressly stated, StarCircle™ does not control and makes no warranties about the Charity or any donation to the Charity.

12. Links

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

13. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

14. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the StarCircle™ team at hello@StarCircle.co. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

15. Indemnification

You agree to indemnify, defend, and hold harmless StarCircle™ and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “StarCircle™ Party,” and collectively, “StarCircle™ Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. StarCircle™ may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

16. Disclaimers and Limitations on our Liability

1. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the StarCircle™ Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
2. In particular, the StarCircle™ Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the StarCircle™ Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Star Circle™ Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Star Circle™ Video, will create any warranty not expressly made by us.
4. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that StarCircle™ is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any StarCircle™ Party with respect thereto.
5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any StarCircle™ Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not StarCircle™ has been advised of the possibility of such damages.
6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by StarCircle™ from you during the 12 months preceding the claim giving rise to such liability.
7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between StarCircle™ and you.

17. Arbitration Agreement and Waiver of Certain Rights

1. Arbitration: You and StarCircle™ agree to resolve any disputes between you and StarCircle™ through binding and final arbitration instead of through court proceedings. You and StarCircle™ each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and StarCircle™ relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, StarCircle™ will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
3. No Preclusions: This arbitration agreement does not preclude you or StarCircle™ from seeking action by federal, state, or local government agencies. You and StarCircle™ each also have the right to bring any qualifying Claim in small claims court. In addition, you and StarCircle™ each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
4. No Class Representative or Private Attorney General: You and StarCircle™ each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or StarCircle™). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
5. Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with StarCircle™.
6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Baron App, Inc. dba StarCircle™, 2045 West Grand Avenue, Suite B, PMB 71534, Chicago, IL 60612-1577. Your notice must include your name and address, any usernames, each email address you have used to submit your Star Circle™ Video requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or StarCircle™ would have in court may not be available in arbitration.

18. Other Provisions

1. Force Majeure: Under no circumstances will any StarCircle™ Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any StarCircle™ Party.
2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
4. No Waiver or Amendment: The failure by StarCircle™ to enforce any right or provision of these Terms will not prevent StarCircle™ from enforcing such right or provision in the future and will not be deemed to modify these Terms.
   
5. Assignment: StarCircle™ may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

19. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 5 of the Site Terms of Service (“Site Terms”)). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Star Circle™ FOLLOWS AND SUBSCRIPTIONS

Last Updated: March 3, 2021

1. Following Talent

You may join a Fan Club from the Talent User’s profile page on our website or App; currently, you must download and use the App to participate.

1. When you Follow a Talent User:

1. You may stop Following a Talent User for any reason at any time:

Unfollowing will not cancel any subscription to a Paid Feature.

Star Circle™ LIVE

Last Updated: October 5, 2021

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1. StarCircle™ Live

You may elect to book or participate in a StarCircle™ Live event as scheduled and described on the Site (“Event”).

1. Events may be booked by a User and available to the audience they choose to invite.
2. You acknowledge that each Event is subject to change in the date or details, or cancellation, in StarCircle™’s sole discretion.
3. Unlike a StarCircle™ Video, you may not record, capture, screenshot, use, publish, reproduce, distribute, display, post, or share any portion of the Event, except using functionality that StarCircle™ may make available to you on the Site.
4. You may end your participation in the Event at any time. StarCircle™ reserves the right to monitor the Event and may cancel or end the Event or any User’s participation in the Event at any time, in its sole discretion. The Talent User hosting the Event may also cancel or modify an upcoming Event or end an Event at any time.

2. Payment

You may book an Event by paying in full using credits or an applicable third-party payment provider as set forth in the Site Terms. You will be charged at the time of purchase. Bookings are non-transferrable. If an Event does not take place, StarCircle™ will refund your original payment method or credit your account in the same manner as described for StarCircle™ Videos in Section 7 (Fees and Payment) of the Site Terms. No other refunds or exchanges will be issued.

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3. Acknowledgement

You acknowledge and agree that:

1. any submission made in connection with the Event, including any chat, comment, audio, image, video, idea, intellectual property, Feedback, review, photo, text, post, element, or other communication (each an “Event Submission”), is a Submission under the Site Terms;
2. StarCircle™ may make and maintain a recording of the Event for its use. Event Submissions will not be private and you will not share or disclose in an Event any personal, private, or sensitive information relating to you or a third party;
3. StarCircle™ may make available (either for free or for purchase) merchandise and memorabilia, including screenshots and StarCircle™ NFTs, related to the Event. Subject to these Additional Terms and the StarCircle™ Pass and StarCircle™ NFTs Terms, StarCircle™ grants you a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display any such merchandise or memorabilia that StarCircle™ provides to you, solely for your own personal, non-commercial, non-promotional purposes, on social media platforms and personal websites, in text and email messages, and in other personal storage media;
4. in addition to the rights you grant under the Site Terms, you grant to StarCircle™ an exclusive including exclusive as to you, royalty-free, fully paid, unlimited, universal, transferable, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to use your name, image, voice, appearance, performance, likeness, and other personal attributes and characteristics from and relating to the Event for any purpose, including in or in connection with advertising, marketing, or promotion;
5. StarCircle™ will not be responsible or liable for any Event, Event Submission, or any content from a Talent User;
6. If you book an Event, you may not charge attendees to join or require other consideration, except to request reimbursement of a pro rata share of the booking cost. You will not book or use an Event for promotional, business, or commercial purposes; and
7. All participants will need a StarCircle™ account and compatible web browser to attend an Event.

Star Circle™ CUSTOMER REFERRAL PROGRAM

Last Updated: April 13, 2020

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These Additional Terms (which are Additional Terms as described in Section 5 of the Site Terms of Service (“Site Terms”) govern your use of the Customer Referral Program (defined below). “You” and “User” refers to you as a user of the Site and of the Customer Referral Program.

Talent Terms of Service

Last Updated October 5, 2022

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the Star Circle™ marketplace platform offered by Baron App, Inc., doing business as StarCircle™ (“we”, “us”, or “StarCircle™”), including our website (StarCircle.co), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy / Community Guidelines. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and StarCircle™ have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and StarCircle™ to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

1. Participation in the StarCircle™ Marketplace

1. Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

1. Promotional Materials: At no cost to StarCircle™, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for StarCircle™’s use to promote you on or in connection with our Site or on any social media platform or third-party website. Any other materials or photos of or concerning you that you approve for StarCircle™’s use will also be Promotional Materials under these Terms.

2. StarCircle™ Videos

From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “Star Circle™ Video”) from you through our Site.

1. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at StarCircle™’s sole discretion) to complete and upload the Star Circle™ Video. If you do not either: (i) accept the request and upload the Star Circle™ Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a Star Circle™ Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one Star Circle™ Video.
2. StarCircle™ retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled Star Circle™ Video request.
3. Each Star Circle™ Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any Star Circle™ Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each Star Circle™ Video, unless otherwise requested by the User; and (ii) you will not state in the Star Circle™ Video that the Star Circle™ Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a Star Circle™ Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

3. Business Star Circle™ Videos

You may choose to offer Star Circle™ Videos for promotion of a product, service, brand, or business of a single commercial business or not-for-profit or governmental entity (each, a "Business") through our Site (each, a "Business Star Circle™ Video"). Except as noted, each Business Star Circle™ Video is a Star Circle™ Video under these Terms.

4. Fees & Payment

1. Booking Fee: You set your own price for each Star Circle™ Video and any other offering you choose to make available through the StarCircle™ marketplace platform (e.g., Business Star Circle™ Videos) (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to the price you set. In addition, the Booking Fee for each Star Circle™ Video must be at least US$5.00 (unless it is either US$0.00 or as otherwise agreed in writing by StarCircle™); and (iii) the term “Booking Fees” as used herein specifically excludes any Business Add-On Fees (as defined in the same manner as set forth in Section 3.b.i. of the Site Terms). The Booking Fee excludes any service, transaction, or processing fees paid to StarCircle™. 
2. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the Booking Fee actually received by StarCircle™ for each Star Circle™ Video or other StarCircle™ product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by StarCircle™ after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 75% (unless a different percentage is agreed in writing by StarCircle™) of any amount paid by a User via our Site as a “tip" (after subtracting any StarCircle™ service fees and any payment to or deduction by the application platform). With respect to any sales of additional license periods or uses subject to any Business Add-On Fees, we will pay you 50% of the applicable Business Add-On Fee paid by a User via our Site (after subtracting any StarCircle™ service fees and any payment to or deduction by any application platform, if any). Any Sales Tax StarCircle™ collects will be remitted to the applicable tax authority and will not be included in the Booking Fee.
3. Fees and Payment Representations and Warranties: You represent and warrant that: (i) Star Circle™ Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from StarCircle™ to you, to any third-party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any Star Circle™ Video, payment from us to you, or our Site; (ii) StarCircle™ is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) StarCircle™ is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax StarCircle™ collects in relation to a purchase).
4. Payment: You agree to register with the third-party payment provider selected by StarCircle™, which StarCircle™ may change in its sole discretion. You may not use a payment provider other than the one selected by StarCircle™. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from StarCircle™ will be made via the payment provider. If available, you may transfer funds from your StarCircle™ account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, StarCircle™ will submit the payment request, for processing by the payment provider. In addition, StarCircle™ may, in its sole discretion, transfer funds from your StarCircle™ account to your bank account especially in the case of account inactivity. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. StarCircle™ will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that StarCircle™ does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect to any payment to or deduction by the application platform (as set forth in Section 4.b). StarCircle™ will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by StarCircle™. Unless otherwise agreed by StarCircle™ in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if StarCircle™, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
5. Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.
6. Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between StarCircle™ and the Charity, as we determine in our sole discretion.

5. Talent Referral Program

We offer Talent Users and others who register on our Site as a talent referral source (“StarCircle™ Partner”) the opportunity to provide their friends, families, or other personal contacts the unique referral code we provide you (“Code”) that a prospective talent user may use to apply to register as a talent user on our Site (“Referral Program”). To participate in the Referral Program, you must agree to the following Talent Referral Program Terms (“Referral Terms”), as well as the rest of these Terms:

1. StarCircle™ reserves the right to suspend or terminate the Referral Program or your participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the right to disqualify anyone from participating in the Referral Program at any time at our sole discretion. A violation of the Referral Terms may also result in the forfeiture of all Referral Fees (defined below) you earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and suspend your Site account, modify the Referral Fee, or take other action in our sole discretion.
2. Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Site as a Talent User or StarCircle™ Partner. The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of StarCircle™ may not participate in the Referral Program.
3. For every new user whose application to register as a Talent User on our Site using your Code is accepted in writing by StarCircle™ (“Referred Talent”), StarCircle™ will pay you, for one year, beginning as of the date that the Referred Talent first created an account as a Talent User on our Site using your Code, 5% of the Booking Fee actually received by StarCircle™, except that in the case of a Booking Fee paid through the App, it is 5% of the Net App Booking Fee, for each Star Circle™ Video the Referred Talent creates and delivers to fulfill a User’s request accepted through our Site during that one-year period (excluding any Star Circle™ Video for which no revenue was earned, and, at StarCircle™’s discretion, any Star Circle™ Video to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Fee or Net App Booking Fee but is paid from StarCircle™’s share of the revenue (as described in Section 4.b) and will be paid as described in Section 4.d. Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if a new user does not use your Code when applying to register, has previously registered on our Site (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Site, or if anyone else has received or is receiving a Referral Fee from us in connection with that user, no Referral Fee will be due to you. You further acknowledge and agree that each Referred Talent may have only one referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Talent.
4. This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Talent that we suspect were generated through improper channels or otherwise in violation of these Referral Terms.
5. You represent and warrant that any messages you use to share your Code with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your Site account and participation in this Referral Program. Registrations on our Site by a Talent User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.
6. We reserve the right to deactivate your Site account and any Referred Talent’s Site account, cancel all related Referral Fees, and seek repayment, if we determine, in our sole discretion, that either you or the Referred Talent: (i) has tampered with this Referral Program; (ii) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.
7. As of the effective date of these Terms and notwithstanding anything to the contrary herein, a Talent User may become an Affiliated Talent to an Organization, subject to StarCircle™’s prior approval, by: (i) confirming in writing, in the form provided by StarCircle™, that the Organization is its representative; and (ii) the Organization registering the Talent User as its Affiliated Talent. The Organization will be deemed a StarCircle™ Partner and the Affiliated Talent will be deemed a Referred Talent under these Referral Terms. The Organization (as a StarCircle™ Partner) will be entitled to the Referral Fee set forth in Section 5.c as of the date the Talent User becomes an Affiliated Talent.
8. By participating in the Referral Program, you agree to release and hold harmless StarCircle™ Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS SECTION 5.h APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

6. Talent Content

1. License Grant to Talent Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Star Circle™ Videos and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of your Talent Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in StarCircle™’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that StarCircle™ has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by StarCircle™ as a result of any such advertising).
2. License Grant to Users:

1. Right to Remove Star Circle™ Videos of Other Offerings: You acknowledge and agree that we cannot restrict the use of your Star Circle™ Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third-party websites or platforms). If we do seek to remove a Star Circle™ Video of other offering from a social media channel or third-party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize StarCircle™ to act as your agent in order to submit any DMCA notice or other demand with respect to your Star Circle™ Videos or other offerings. You will promptly notify us if you learn that any Business Star Circle™ Video is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Business Star Circle™ Video for any reason, including if the use exceeds the license in Section 1a(ii) or otherwise violates the Site Terms.
2. Licenses: You may not sell, resell, commercialize, or encumber your rights in any Star Circle™ Video or other offering, including creating a non-fungible token (“NFT”) from any Star Circle™ Video or other offering except as agreed by StarCircle™ in writing. Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Business Star Circle™ Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
3. Talent Content Representations and Warranties: You represent and warrant to StarCircle™ and the User that:

1. Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.
2. Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.
3. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your Star Circle™ Videos on our Site and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your Star Circle™ Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third-party websites or platforms).

7. Ownership

1. Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (individually, and collectively, “StarCircle™ Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, StarCircle™ Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of StarCircle™ Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
2. StarCircle™ desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that StarCircle™ has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to StarCircle™ a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.
3. You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

8. Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

9. Eligibility

1. Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
2. National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.
3. Eligibility Representations and Warranties: You represent and warrant that:

1. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by StarCircle™ are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer StarCircle™ products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

10. Copyright and Intellectual Property Policy

1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

1. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

11. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

12. Third-Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of StarCircle™, including Star Circle™ Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of Star Circle™ Videos and other offerings that allow interactions with third parties, including Users, on StarCircle™ are the sole responsibility of the people involved in those interactions. StarCircle™ is not responsible for the content of the interactions you may have with third parties through Star Circle™ Videos or other offerings. However, StarCircle™ may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with StarCircle™ if it does so. You acknowledge and agree that StarCircle™ will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each StarCircle™ Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

13. Business Relationship with StarCircle™

1. You and StarCircle™ agree and declare you and StarCircle™ are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of StarCircle™, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
2. You represent and warrant that as between StarCircle™ and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, StarCircle™ Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
3. You will use your own equipment to perform your obligations under these Terms.
4. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
5. Your relationship with StarCircle™ is non-exclusive, meaning that you may provide similar services to third parties, including StarCircle™’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

14. Links

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

15. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

16. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the StarCircle™ team at talentsuccess@StarCircle.co. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

17. Disclaimers and Limitations on our Liability

1. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the StarCircle™ Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
2. In particular, the StarCircle™ Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the StarCircle™ Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Star Circle™ Video, will create any warranty not expressly made by us.
4. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that StarCircle™ is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any StarCircle™ Party with respect thereto.
5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any StarCircle™ Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not StarCircle™ has been advised of the possibility of such damages.
6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by StarCircle™ from you during the 12 months preceding the claim giving rise to such liability.
7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between StarCircle™ and you.

18. Indemnification

You agree to indemnify, defend, and hold harmless StarCircle™ and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “StarCircle™ Party, “ and collectively, “StarCircle™ Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 9.b; or (k) your participation in the Referral Program. StarCircle™ may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

19. Arbitration Agreement and Waiver of Certain Rights

1. Arbitration: You and StarCircle™ agree to resolve any disputes between you and StarCircle™ through binding and final arbitration instead of through court proceedings. You and StarCircle™ each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and StarCircle™ relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, StarCircle™ will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
3. No Preclusions: This arbitration agreement does not preclude you or StarCircle™ from seeking action by federal, state, or local government agencies. You and StarCircle™ each also have the right to bring any qualifying Claim in small claims court. In addition, you and StarCircle™ each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
4. No Class Representative or Private Attorney General: Each of you and StarCircle™ agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or StarCircle™). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
5. Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with StarCircle™.
6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Baron App, Inc. dba StarCircle™, 2045 West Grand Avenue, Suite B, PMB 71534, Chicago, IL 60612-1577. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or StarCircle™ would have in court may not be available in arbitration.

20. Other Provisions

1. Force Majeure: Under no circumstances will any StarCircle™ Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any StarCircle™ Party.
2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
4. No Waiver or Amendment: The failure by StarCircle™ to enforce any right or provision of these Terms will not prevent StarCircle™ from enforcing such right or provision in the future and will not be deemed to modify these Terms.
5. Assignment: StarCircle™ may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

21. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Additional Talent Terms

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PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 8 of the Talent Terms of Service (“Talent Terms”)). These Additional Terms will be governed by, and are incorporated into, the Talent Terms. Terms that are defined in the Talent Terms or the Site Terms of Service (“Site Terms”) will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Star Circle™ LIVE

Last Updated: October 5, 2022

Star Circle™ DIRECT

Last Updated: August 13, 2020

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TALENT STORE AND MERCHANDISE

Last updated: April 22, 2022