TERMS OF SERVICE

Startir LLC

Effective Date: February 26, 2026

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Startir LLC, a Florida limited liability company (“Startir,” “we,” “us,” or “our”), governing your access to and use of our website at startir.ai (the “Site”) and our AI operations consulting services (the “Services”).

By accessing the Site, engaging our Services, or executing a statement of work or engagement agreement that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree, you must not use the Site or Services.

2. Description of Services

Startir provides AI operations consulting services to small and medium-sized businesses, including but not limited to:

The specific scope, deliverables, timeline, and fees for each engagement shall be set forth in a mutually agreed-upon Statement of Work (“SOW”) or engagement agreement, which shall be incorporated into and governed by these Terms.

3. Build-and-Deliver Model

3.1 Ownership of Deliverables

Startir operates a build-and-deliver model. Upon full payment and completion of an engagement, the Client shall own the custom AI workflows, agents, and solutions specifically developed for the Client under the applicable SOW (“Deliverables”), subject to the exceptions in Section 3.2. Ownership transfers upon final delivery and payment in full.

3.2 Pre-Existing and Third-Party Materials

Startir retains all rights in its pre-existing intellectual property, proprietary methodologies, frameworks (including the Equation of Agentic Work), templates, reusable code libraries, and general knowledge developed or used in connection with the Services (“Startir IP”). To the extent any Startir IP is incorporated into the Deliverables, Startir grants the Client a non-exclusive, perpetual, royalty-free license to use such Startir IP solely as part of the Deliverables for the Client’s internal business operations.

Deliverables may incorporate third-party software, APIs, platforms, and services (such as but not limited to Make.com, n8n, Vapi.ai, OpenAI, Anthropic, and similar providers). The Client’s use of such third-party components is subject to the respective third-party terms of service and licensing agreements. Startir makes no representations or warranties regarding third-party components.

3.3 Post-Delivery Responsibilities

Upon delivery, the Client assumes full responsibility for:

Startir shall have no ongoing obligation to host, maintain, support, or update delivered solutions unless a separate managed service agreement is executed between the parties.

4. Engagement Process and Fees

4.1 Statements of Work

Each engagement shall be governed by a separate SOW specifying the scope, deliverables, timeline, milestones, fees, and payment terms. In the event of a conflict between a SOW and these Terms, these Terms shall control unless the SOW explicitly states otherwise.

4.2 Fees and Payment

Fees for Services shall be as set forth in the applicable SOW. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. The Client shall reimburse Startir for reasonable collection costs, including attorneys’ fees, incurred in connection with overdue amounts.

4.3 Expenses

Unless otherwise agreed in the SOW, each party shall bear its own expenses. If the SOW provides for reimbursement of expenses, the Client shall reimburse Startir for pre-approved, reasonable out-of-pocket expenses within thirty (30) days of receiving supporting documentation.

5. Client Obligations

The Client agrees to:

6. Confidentiality

6.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services, including business data, trade secrets, technical specifications, customer lists, financial information, pricing, strategies, and any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

6.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform obligations under these Terms and subject to equivalent confidentiality obligations; and (c) not use Confidential Information for any purpose other than performing obligations or exercising rights under these Terms.

6.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is rightfully received from a third party without restriction; or (e) is required to be disclosed by law, regulation, or court order, provided the disclosing party is given reasonable prior notice and opportunity to seek protective measures.

6.4 Return of Materials

Upon termination of an engagement or upon request, each party shall promptly return or destroy all Confidential Information of the other party in its possession, except for copies retained in automated backup systems or as required by law, which shall remain subject to the confidentiality obligations of this Section.

7. Representations and Warranties

7.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) the execution of these Terms does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in performing its obligations.

7.2 Startir Warranties

Startir warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) Startir personnel assigned to perform the Services will have the requisite skills and experience; and (c) to Startir’s knowledge, the Deliverables will not infringe upon the intellectual property rights of any third party.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STARTIR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STARTIR DOES NOT WARRANT THAT AI SOLUTIONS WILL PRODUCE SPECIFIC RESULTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR MEET ALL CLIENT REQUIREMENTS. AI TECHNOLOGIES ARE INHERENTLY PROBABILISTIC, AND OUTPUT QUALITY MAY VARY.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF STARTIR ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO STARTIR UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.3 AI-Specific Disclaimers

The Client acknowledges that AI solutions are tools that augment, not replace, human judgment. The Client is solely responsible for validating AI outputs and implementing appropriate human oversight and approval processes. Startir shall not be liable for decisions made, actions taken, or losses incurred based on AI-generated outputs, recommendations, or automated processes. The Client agrees to implement reasonable review and quality assurance procedures for all AI-driven workflows deployed in its business operations.

9. Indemnification

9.1 Client Indemnification

The Client shall indemnify, defend, and hold harmless Startir and its members, managers, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Client’s use of the Deliverables after delivery; (b) the Client’s breach of these Terms; (c) the Client’s violation of any applicable law or regulation; or (d) any third-party claim arising from data, content, or materials provided by the Client.

9.2 Startir Indemnification

Startir shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a third-party claim that the Deliverables, as delivered by Startir, infringe upon the intellectual property rights of a third party, provided that the Client gives Startir prompt written notice of the claim, cooperates in the defense, and allows Startir sole control of the defense and settlement.

10. Term and Termination

10.1 Term

These Terms remain in effect for the duration of any active engagement between the parties. Individual engagement terms shall be as specified in the applicable SOW.

10.2 Termination for Convenience

Either party may terminate an engagement upon thirty (30) days’ written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay for all Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made by Startir on the Client’s behalf.

10.3 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

10.4 Effect of Termination

Upon termination: (a) Startir shall deliver all completed and in-progress work product to the Client; (b) the Client shall pay all outstanding fees for Services rendered; (c) each party shall return or destroy the other’s Confidential Information; and (d) Sections 3.2, 6, 7.3, 8, 9, 11, 12, and 13 shall survive termination.

11. Dispute Resolution

11.1 Informal Resolution

The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. Either party shall provide written notice of the dispute, and the parties shall use reasonable efforts to resolve the matter within thirty (30) days.

11.2 Mediation

If the dispute is not resolved through informal negotiation, the parties agree to submit the dispute to non-binding mediation administered by the American Arbitration Association (“AAA”) or a mutually agreed-upon mediator in Broward County, Florida, prior to initiating any legal proceedings.

11.3 Litigation

If mediation is unsuccessful, either party may pursue legal remedies. Any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Broward County, Florida, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any SOWs, engagement agreements, and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, representations, and agreements, whether written or oral.

13.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on the Site with a revised Effective Date. Continued use of the Site or Services after changes are posted constitutes acceptance of the modified Terms. Changes shall not apply retroactively to engagements already governed by an executed SOW unless both parties agree in writing.

13.3 Assignment

Neither party may assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

13.4 Waiver

No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

13.6 Independent Contractors

The relationship between Startir and the Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

13.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, telecommunications or internet disruptions, cyberattacks, or third-party platform outages. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact.

13.8 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt), certified mail (return receipt requested), or nationally recognized overnight courier to the addresses specified in the applicable SOW or as updated by written notice.

14. Contact Information

For questions about these Terms of Service, please contact us at:

Startir LLC

Email: info@startir.ai

Website: https://startir.ai

South Florida, United States

END OF TERMS OF SERVICE