This Agreement constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter hereof.

The Agreement expressly limits Customer’s acceptance to the terms of the Agreement.

These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer’s general terms and conditions of sale or any other document issued by Customer in connection with this Agreement.

In addition to these Terms, your use of the Readz Platform is governed by our Privacy Policy. You agree to the collection and use of your information by Star Labs as set out in the Privacy Policy, which may be amended by us from time to time.

1. Definitions:

Capitalized terms not otherwise specified on the Order Form or in this Agreement have the following meanings:

“Star labs,” “Readz”, “we” or “us” means (i) Star Labs, Ltd., a Delaware corporation.

“Readz Platform” or "Readz digital design studio" means a SAAS system or platform called “Readz”, wholly owned by Star Labs, ltd., including all of its design and content creation, marketing and sales applications, tools and elements, and all improvements, enhancements, developments, and derivative works thereof (excluding any projects built by users on the Readz Platform).

"Company's Data" shall mean any data, information, or material submitted by Company during its usage of the Service.

“Initial Term” means the initial term of this Agreement specified on the Order Form.

“Renewal Term” means a renewal term equal to the greater of (i) 12 months and (ii) the duration of the Initial Term, unless otherwise mutually agreed by Star Labs and Company.

“Term” means the term of this Agreement, including each Renewal Term.

“Commencement Date” means the Subscription Commencement Date indicated on the Order Form.

"Administrator" shall mean the person that Company designates to purchase usage of the Subscription Service or otherwise administer the Company's use of the Service.

"Readz Intellectual Property" shall mean any of Star Labs's patents and applications, therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.

“Users” means your employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“Subscription Fee” means: (i) with respect to the Initial Term, the aggregate fees set forth on the Order Form; and (ii) with respect to any Renewal Term, such aggregate fees, as may be adjusted on a pro rata basis to account for variation in the duration of any Renewal Term and/or pursuant to our mutual agreement.

2. The Subscription Service:

Subject to the terms and conditions of the Subscription Agreement defined on the site and upon acceptance by Company of this Subscription Agreement, Star Labs will grant Company and its Users a non-exclusive, revocable, non-transferable, sub-licensable right to use the Service for the Term of the Subscription Agreement, solely for Company's intended business purposes and for no other purpose, in accordance with this Agreement. All rights not expressly granted to Company are reserved by Star Labs and its licensors.  Limits will apply and we will monitor the number of Users and projects, as specified in the Order Form. This information is also accessible to you in the Admin Section of your Readz Account. Use in excess of the specified number of Users and Projects may result in an increase in the applicable Subscription Fee, or in the restriction of the Customer’s use of the Readz Platform, at our discretion. 

Modifications. We may upgrade or downgrade your Subscription Service, including by adding or deleting features and functions. We will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Term.

3. Restrictions:

Company shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage to the Service for any purpose including timesharing or service bureau purposes; (ii) create Internet links to the Service, (iii) "frame" or "mirror" any part of the Service on any other device; (iv) reverse engineer the Service, or any component thereof, or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is expressly authorized in this Agreement, (v) conduct automated functionality tests or load tests on the Service, or (vi) attempt to gain access to data that is not Company's Data, or use a disproportionate amount of the Service that interrupts or degrades the Service. If Company does any of the foregoing, Star Labs shall have the right to terminate or suspend Company's account and access to the Service without any refund or credit until Company corrects such violation to Star Labs' reasonable satisfaction. For the avoidance of doubt, the foregoing subscription rights may be exercised by Company’s contractors and outsourcers performing services for or on behalf of Company.

Company shall require such contractors and outsourcers to execute an agreement protecting the confidentiality of the Readz software and with restrictions consistent with the confidentiality and license terms of this Agreement. Such provisions do not have to specifically name Star Labs or the Readz platform in order to comply with this Section and to be effective. Except as expressly provided herein, no subscription service of any kind is granted hereunder, whether by implication, estoppel, or otherwise.

4. Company's Responsibilities and Data:

User Accounts: Company is responsible for all activity occurring under Company's User accounts.

Company shall notify Star Labs immediately of any unauthorized use of any password, account, copying or access to the Subscription Service. 

Company's Data: As between you and us, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. Company is solely responsible for the accuracy, integrity, and legality of Company's Data.

Notwithstanding anything to the contrary in this Agreement, neither Star Labs nor Readz shall be responsible or liable for the deletion, corruption, correction, destruction, damage, loss, or failure to any of Company's Data.

Company shall not send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information or social security numbers, driver's license or personal identification numbers or account numbers on or to the Service.

Company represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company's Data uploaded or submitted to the Service and its performance of its obligations under this Agreement. Star Labs represent and warrant that they are in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company’s Data uploaded or submitted to the Service and their performance of their obligations under this Agreement.

Company will indemnify, defend and hold Star Labs harmless from any direct claims, direct losses and causes of action arising out of or related to solely to Company's breach of this Section. Star Labs will indemnify, defend and hold Company harmless from any direct claims, direct losses and causes of action arising out of or related solely to Star Labs’ breach of this Section.

5. Limitations on Use:

By using the Readz Platform, you agree to the following conditions of use: You shall use it solely for the Intended Purpose, during the Term, and in accordance with all limitations and requirements set out in this Agreement, and shall be solely responsible for all activity associated with your account, including, without limitation any posted data, text, links, video files, photos, or any other content (collectively, the “User Content”). 

You represent and warrant that all User Content that you post to the Readz Subscription Service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity. You will not use the Subscription Service to collect, manage or process Sensitive Information, and we will have no liability of any kind if you breach this requirement. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content. 

You shall not share your password with any third party or publicly disclose it, or permit any third party to access the Subscription Service using your User information. You shall notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for your losses caused by unauthorized use of your account. You shall not use the Readz Platform Service for any illegal or unauthorized purpose.

You shall not attempt to hack, destabilize or adapt the Readz Platform or its source code, or transmit worms, viruses or any code of a destructive nature to the Readz Platform or its users. You shall not, without our prior express written permission, use any high volume automated means (including but not limited to robots, spiders, and scripts) to access the Readz Subscription Service. 

You are solely responsible for obtaining and maintaining all equipment and services needed for access to and use of the Readz Platform and for paying all charges related to them.

6. Publicity:

You grant us the right to add your name and company logo to our customer list and website, unless otherwise precluded by prior written agreement.

7. Intellectual Property Ownership:

Star Labs and its licensors own all right, title and interest to the Readz Intellectual Property, the Service, and any modifications thereto, and any modifications, ideas, or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the Service or Star Labs Intellectual Property. The Readz and Star Labs name, logo, and trade names are trademarks of Star Labs, and no right is granted to use them except as expressly granted herein.

8. Fees and Payments Terms:

Fees: Company shall pay all undisputed fees associated with providing the Service as stated in an Agreement between the Parties, the Order Form. Star Labs shall invoice Company at the beginning of each period as indicated on the order form. All upfront fees are due on the

Commencement Date and the first day of each Renewal Term thereafter, for so long as this Agreement continues. Star Labs reserves the right to modify its fees upon thirty (30) day prior written notice which may be provided by e-mail.  Payment by credit card. If you are paying by credit card or electronic funds transfer, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Term and any Renewal Term and any other amounts owing under this Agreement, from time to time. You further authorize us to use a third party to process payments and consent to the disclosure of your payment information to such a third party. 

Payment against invoice. If you are paying by invoice, there is a minimum amount of $3,000. We will invoice you at the beginning of the Term and at the beginning of each subsequent Renewal Term; Subscription Fees are due and payable on the date of invoice unless otherwise specified in the Order Form.

Payment Information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. In the event that payment is not made in accordance with this Agreement, you will remain liable to make payment but we reserve the right to terminate or restrict the Subscription Service until payment is made.

Sales Tax. All fees are exclusive of any applicable sales taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service, including all sales, use, value-added, transfer, and telecommunications taxes. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.

Late Payments. Customer shall pay interest on all late payments at the lesser of (i) 1.5% per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Star Labs for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

9. Term and Termination: 

Term: The Initial Term is annually or as specified in the Order Form for enterprise agreements and shall commence on the Commencement Date. The plan will automatically renew for successive renewal terms equal in duration to the Initial Term at Star Labs's than current fees unless either party decides to terminate the agreement no less than 30 days ahead of the renewal date.

Termination: Either party may terminate this Agreement prior to the end of a Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Company's obligation to make a payment of any outstanding, unpaid fees and the terms of the Definitions, Confidentiality, Representations & Warranties, Intellectual Property Ownership, Force majeure, Limitations of Liability Sections and this Section shall survive termination or expiration of this Agreement.

Non-Payment: Star Labs may terminate this Agreement and/or Company's access to the Service for Company's non-payment of any undisputed fees that are delinquent by thirty (30) days or more (whether under this Agreement or a separate agreement). If Star Labs terminates this Agreement for such non-payment of fees, neither Star Labs has any obligation to retain any of Company's Data.

10. Confidentiality: 

Company and Star Labs agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information"), but does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by a Party or its representatives, (ii) was available to a Party or its representatives on a non-confidential basis prior to its disclosure by the other Party or its representatives, or (iii) becomes available to a Party or its representatives on a non-confidential basis from a person other than a Party or its representatives who is not otherwise known to the receiving Party upon due inquiry to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

This section shall not apply to any publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. This section shall survive the termination of these Terms.

11. Disclaimers; Limitations of Liability:

Star Labs represents and warrants that it will provide the Service in a manner consistent with general industry standards and that the Service will perform substantially in accordance with any documentation provided by Star Labs. Company's sole and exclusive remedy for any of such warranties shall be to terminate the Agreement pursuant to the “Term and Termination” Section of the Agreement and, notwithstanding anything to the contrary in the Limitation of Liability Section of the Agreement, have Star Labs refund to Company the pro rata unused portion of any pre-paid subscription fees. Star labs will defend, indemnify and hold Company harmless against any lawsuit naming the Company as a defendant, which alleges that Company’s authorized and proper use of the Service infringes the Intellectual Property right a of a third party provided that: (i) Company notifies Star labs in writing within 30 days of becoming aware of such claim; (ii) Star Labs has sole control of the defense and all related settlement negotiations provided that Star Labs does not make any admission or disclosure or otherwise take any action prejudicial to Company; and (iii) Company provides Star Labs with the assistance, information, and authority reasonably necessary to perform Star Labs’ obligations. Reasonable out-of-pocket expenses incurred by Company in providing such assistance will be reimbursed by Star Labs. If any portion of the Service (except for Third Party Software not provided by Star Labs) is held to infringe any third party intellectual property rights, then Star Labs will, at its expense and option, and as Company's sole and exclusive remedy for such warranty: (i) obtain the right for Company to continue to use the Service; (ii) modify the software so that it is non-infringing, or (iii) replace the infringing component with a non-infringing component.

Force Majeure. Except for the payment of fees, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.  Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (INCLUDING, WITHOUT LIMITATION, STAR LABS’ LICENSORS AND READZ) BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR STAR LABS'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE SERVICE, (B) ANY INTERRUPTION OF USE OF THE SERVICE OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Limitation on All Damages. IN NO EVENT SHALL EITHER PARTY’S (INCLUDING, WITHOUT LIMITATION, STAR LABS’ PLATFORM SUBSCRIBERS AND READZ) LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO STAR LABS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. 12. General:

Company agrees and certifies that neither the Service nor any other technical data received from Star Labs, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service. Except in the event of a merger, acquisition, reorganization, consolidation, or sale of all or substantially all of its assets, no Party may assign its rights or delegate its obligations under this Agreement, without the prior written consent of the other Parties. This Agreement will be governed by and construed in accordance with the substantive laws of the State of California, excluding its conflicts of law provisions, and Company and Star Labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Los Angeles, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and Star Labs relating to its subject matter and all terms herein and supersedes all prior or contemporaneous agreements or understandings. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of Star Labs, when addressed to Star Labs, Ltd., Attn. Legal Counsel, 5627 Kanan Road, Suite 430, Agoura Hills, CA 91301, and shall be deemed to have been delivered ten (10) days after the postmark date. Notices regarding the Service in general may be given by electronic mail to Company's e-mail address on record with Star Labs and such notice shall be deemed to have been delivered twelve (12) hours after sending. No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein. Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of Star Labs. Delivery of the Service or other performance by Star Labs with respect to the Service shall not constitute Star Labs's acceptance of any additional or different terms and conditions.  There are no third-party beneficiaries to this Agreement except for Star Labs, Ltd.