Terms of Use

1. Introduction and Acceptance

These Terms of Use (“Terms”) govern your access to and use of the products and services made available by Starboard AI, Inc., a Delaware corporation (“Starboard AI,” “we,” “us,” or “our”), including our web application, public APIs, marketing website at www.starboard-ai.com, and our Microsoft Office add-ins for Outlook, Excel, PowerPoint, and Word (collectively, the “Services”).

By accessing, installing, or using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to that organization. Where Starboard AI and a customer organization have entered into a separate written agreement governing use of the Services (an “Order Form” or “Master Services Agreement”), that agreement controls in the event of any conflict with these Terms.

2. Description of the Services

Starboard AI provides an AI-powered commercial real estate intelligence platform that helps users analyze deals, extract information from documents, and access an organizational context engine. The Services include features powered by third-party AI models, including document analysis, data extraction, and content generation.

The Services are intended exclusively for professional business use by employees and authorized contractors of organizations that have an active subscription with Starboard AI. Individual consumer use is not supported.

3. Eligibility and Account Registration

To use the Services, you must be at least 18 years of age, capable of forming a legally binding contract, and not prohibited from receiving the Services under applicable law. The Services are provided to organizational customers; individual accounts are provisioned by your organization’s administrators or by Starboard AI as part of an organizational onboarding.

You agree to:

• Provide accurate, current, and complete information when registering or updating your account
• Maintain the confidentiality of your authentication credentials
• Be responsible for all activities that occur under your account
• Promptly notify us at security@starboard-ai.com of any unauthorized access or suspected breach of account security

4. License to Use the Services

Subject to these Terms and your continued compliance with them, Starboard AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your organization’s internal business purposes during the term of your subscription.

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble any component of the Services
• Resell, sublicense, lease, rent, or otherwise transfer access to the Services
• Remove or alter any proprietary notices on or within the Services
• Use the Services to build a competitive product or to benchmark or train a competing model or service

5. Customer Content and Data

“Customer Content” means the documents, files, data, text, and other materials that you or your authorized users submit to or generate within the Services. You retain all ownership rights in your Customer Content.

You grant Starboard AI a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide and improve the Services for you. Starboard AI does not claim any ownership over Customer Content.

We do not use your Customer Content to train AI or machine learning models without your explicit, prior consent.

You are solely responsible for the accuracy, legality, and appropriateness of Customer Content, and for ensuring you have all rights and consents necessary to provide Customer Content to the Services.

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right
• Upload, transmit, or distribute material that is unlawful, defamatory, infringing, fraudulent, harassing, or otherwise objectionable
• Distribute viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Services, related systems, or another user’s account
• Probe, scan, or test the vulnerability of the Services or circumvent any authentication or security mechanism
• Interfere with or disrupt the integrity, availability, or performance of the Services
• Submit Customer Content that contains protected health information, payment card information, government identifiers, or similar sensitive personal data, except as expressly permitted under a separate written agreement with us
• Use automated means (e.g., scrapers, bots) to access the Services in a manner that degrades performance or extracts data at a rate beyond reasonable individual use
• Misrepresent the output of the Services as authoritative without appropriate human review and judgment, particularly in any context involving financial, investment, or legal decisions

We may suspend or terminate your access if we reasonably determine that you have violated these acceptable use restrictions.

7. AI-Generated Output

The Services use AI to generate analysis, summaries, extracted data, and other outputs (“Output”). Output is generated based on the inputs and Customer Content you provide and the underlying AI models we and our providers operate. Because of the probabilistic nature of AI:

• Output may contain inaccuracies, omissions, or content that does not reflect real-world facts
• Similar inputs may produce different Outputs across users and over time
• You are responsible for evaluating Output before relying on it, particularly for investment, financial, or legal decisions

As between you and Starboard AI, and subject to your compliance with these Terms, you own the Output generated specifically for you. You acknowledge that, due to the nature of generative AI, similar or identical Output may be generated for other users.

8. Intellectual Property

The Services, including all software, models, content, trademarks, logos, designs, and documentation, are owned by Starboard AI, Inc. or its licensors and are protected by intellectual property laws. Except for the limited license granted in Section 4, no rights are granted to you by implication, estoppel, or otherwise.

We welcome feedback, suggestions, and ideas about the Services (“Feedback”). You grant us a perpetual, irrevocable, royalty-free, worldwide license to use Feedback for any lawful purpose without obligation to you.

9. Third-Party Services

The Services rely on third-party platforms and services, including Microsoft Office, cloud infrastructure providers, and AI model providers. Your use of those third-party services is subject to their respective terms and policies, and we are not responsible for their availability or behavior. The Microsoft Office add-ins are also subject to Microsoft’s terms applicable to Office add-ins.

10. Fees and Payment

Access to the Services is provided under a paid subscription. Fees, billing terms, and payment obligations are set forth in your applicable Order Form or other written agreement with us. Except as expressly stated in writing, all fees are non-refundable and exclusive of taxes, which are your responsibility.

We may suspend access for non-payment after providing reasonable written notice and an opportunity to cure.

11. Confidentiality

Each party may receive non-public business, technical, or product information of the other party (“Confidential Information”). Confidential Information must be used only as necessary to perform under these Terms and protected with at least the same degree of care as the recipient uses for its own Confidential Information of like importance, and in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party’s information.

12. Term and Termination

These Terms apply from your first access to the Services until terminated. Either party may terminate these Terms at any time, subject to any non-terminable commitments in an applicable Order Form. We may suspend or terminate your access immediately if you materially breach these Terms, including the acceptable use restrictions in Section 6.

Upon termination, your right to use the Services ends. We will make commercially reasonable efforts to allow you to export Customer Content for a limited period after termination, after which we may delete Customer Content in accordance with our retention practices and applicable law. Sections 4, 5, 7, 8, 11, 13, 14, 15, 16, and 17 survive termination.

13. Disclaimers

The Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. Starboard AI, its affiliates, and its licensors expressly disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, error-free, secure, or that Output will be accurate, complete, or suitable for your purposes. Output is not professional advice; you should not rely on it for investment, financial, legal, tax, accounting, or other professional decisions without independent verification.

14. Limitation of Liability

To the fullest extent permitted by law, in no event will Starboard AI, its affiliates, or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or related to these Terms or the Services will not exceed the greater of (a) the fees paid or payable by you to us in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred U.S. dollars ($100).

The limitations in this Section apply to the maximum extent permitted by law and regardless of the theory of liability (contract, tort, statute, or otherwise).

15. Indemnification

You agree to defend, indemnify, and hold harmless Starboard AI, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Services in violation of these Terms, (b) your Customer Content, or (c) your violation of applicable law or the rights of any third party.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute through informal discussion before initiating any legal proceeding. Any unresolved dispute arising out of or relating to these Terms or the Services will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to personal jurisdiction and venue in those courts.

You and Starboard AI agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative action.

17. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice within the Services or on our website at least 30 days before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services.

18. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Starboard AI regarding the Services.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force Majeure. Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control.
• Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• Notices. Notices to Starboard AI must be sent to legal@starboard-ai.com. Notices to you may be sent to the email address associated with your account.

19. Contact

Starboard AI, Inc.
Email: legal@starboard-ai.com
Website: www.starboard-ai.com