Starlight Secure Terms of Service

1. Introduction and Acceptance of Terms

1.1 These Terms of Service constitute a legally binding contract between you and Starlight Secure LLC, a Colorado limited liability company. This Agreement governs Your access to and use of the Starlight Secure compliance and workflow management platform, including all associated software, features, tools, APIs, documentation, and services (collectively, the "Platform" and "Services").

1.2 By creating an Account, accessing, browsing, clicking to accept, or otherwise using the Platform, You acknowledge that You have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference. If You do not agree to any part of this Agreement, You must immediately cease all access and use of the Platform. By using the Platform, You consent to the collection, use, and processing of Your data as described in the Privacy Policy and in accordance with applicable laws, including the CPA.

1.3 You represent and warrant that You are at least eighteen (18) years of age (or the age of majority in Your jurisdiction) and are legally capable of entering into this Agreement. If You are accessing or using the Platform on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this Agreement, and the term "You" shall refer collectively to you individually and to that entity.

1.4 We reserve the right to modify this Agreement at any time in accordance with Section 27 (Modifications). Your continued use of the Platform after any such modifications constitutes Your acceptance of the revised terms. Your use of the Platform is subject to, and you agree to comply with, all applicable federal, state, and local laws and regulations.

2. Definitions

2.1 "Account" means the unique user profile created by an individual or entity on the Platform, which includes registration details, login credentials, subscription information, and associated permissions, through which the Services are accessed and managed.

2.2 "Agreement" means these Terms of Service, together with any exhibits, schedules, or addenda incorporated by reference, as may be amended from time to time.

2.3 "Aggregated Data" means information that relates to a group or category of individuals, from which individual identities have been removed, that is not linked or reasonably linkable to any individual or household, and that is created or derived from User Content or use of the Platform.

2.4 "API" means an application programming interface made available by Starlight Secure or by third parties for the purpose of integrating with the Platform.

2.5 "Audit Log" means the automated electronic record of user actions, system events, data access, and changes made within the Platform, maintained for compliance, security, and auditing purposes.

2.6 "Authorized User" means any individual who accesses or uses the Platform under a User's Account, including employees, contractors, and agents, provided the User remains fully responsible for such individual's actions and compliance with this Agreement.

2.7 "Biometric Data" means any information or data generated from the automated measurement or analysis of an individual's unique biological or physical characteristics, including facial recognition templates, fingerprint mapping, or voiceprints, used for Identity Verification on the Platform.

2.8 "CPA" or "Colorado Privacy Act" means the Colorado Privacy Act, Colo. Rev. Stat. § 6-1-1301 et seq., as amended, and any implementing regulations.

2.9 "Consent" means a clear, affirmative act signifying a consumer's freely given, specific, informed, and unambiguous agreement to allow the processing of personal data, including sensitive data, as defined under the CPA.

2.10 "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to business strategies, technical data, compliance records, user data, security protocols, and proprietary technology.

2.11 "Content" means all text, images, video, audio, documents, data, or other materials submitted, uploaded, posted, displayed, or otherwise made available on or through the Platform by a User.

2.12 "Creator" means an individual User who uses the Platform to manage compliance, documentation, production activities, and workflows related to the creation of adult content, including but not limited to independent performers, content producers, or other independent professionals.

2.13 "Data Protection Laws" means all applicable federal, state, and international laws, regulations, and directives relating to the collection, use, storage, disclosure, and protection of Personal Data, including but not limited to the CPA, the California Consumer Privacy Act (CCPA) as amended, and the Health Insurance Portability and Accountability Act (HIPAA) where applicable.

2.14 "Dispute" means any claim, controversy, or disagreement arising out of or relating to this Agreement or the use of the Platform, including but not limited to claims based in contract, tort, statute, fraud, misrepresentation, or equity, and including the breach, termination, or interpretation of this Agreement.

2.15 "Documentation" means any written or electronic materials, user manuals, guides, technical specifications, and compliance templates provided by Starlight Secure that describe the functionality, features, or use of the Platform.

2.16 "Electronic Signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record, as recognized under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Colorado Uniform Electronic Transactions Act (UETA).

2.17 "Enterprise Plan" means the highest tier of subscription service, customized for large studios, production companies, or enterprise users with advanced compliance, reporting, and integration requirements.

2.18 "Fee" means any subscription charges, processing fees, and any other amounts payable by a User to Starlight Secure in connection with the access to or use of the Platform or specific features thereof.

2.19 "Feedback" means any suggestions, enhancement requests, or other feedback provided by You to Starlight Secure regarding the Platform or Services.

2.20 "Force Majeure" means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, changes in law, pandemic, internet outages, power failures, strikes, or interruptions in third-party services, that prevents or delays performance under this Agreement.

2.21 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.

2.22 "Identity Verification" means the process by which Starlight Secure collects, validates, and reviews identification documents and biometric information to confirm a User's identity, age eligibility, and legal eligibility, using automated and manual methods, including but not limited to government-issued identification documents, biometric matching, and third-party verification services.

2.23 "Indemnified Parties" means Starlight Secure, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, successors, and assigns.

2.24 "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, software, algorithms, designs, and other proprietary rights owned or licensed by Starlight Secure relating to the Platform and Services.

2.25 "Law" means all applicable federal, state, local, and international statutes, regulations, ordinances, rules, and court orders.

2.26 "Law Enforcement Request" means any subpoena, court order, warrant, regulatory demand, or other lawful request issued by a government authority, law enforcement agency, or regulatory body seeking access to User data, records, or information.

2.27 "Master Performer Agreement" means any contract template or agreement made available through the Platform by Starlight Secure for use between a Creator, Performer, or Studio, or any contract uploaded by a User for electronic execution, which is not legal advice and which Users may modify or replace at their discretion.

2.28 "Party" or "Parties" means either Starlight Secure or a User individually; "Parties" means both Starlight Secure and a User collectively.

2.29 "Performer" means an individual User who provides performance services in adult content productions and who uses the Platform to submit identity documents, STI testing records, execute agreements, or manage compliance records.

2.30 "Personal Data" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular identified or identifiable individual or household, as defined under applicable Data Protection Laws.

2.31 "Sensitive Personal Data" or "Sensitive Data" means Personal Data that reveals racial or ethnic origin, religious beliefs, a mental or physical health condition or diagnosis (including STI Testing Records), sex life or sexual orientation, or citizenship or citizenship status; genetic or biometric data (including Biometric Data) that may be processed for the purpose of uniquely identifying an individual; and Personal Data collected from a known child, as defined under the CPA and other applicable Data Protection Laws.

2.32 "Platform" means the Starlight Secure software-as-a-service (SaaS) compliance and workflow management system, accessible via web or mobile applications, including all features, tools, APIs, integrations, and updates provided by Starlight Secure.

2.33 "Privacy Policy" means Starlight Secure's privacy notice, as updated from time to time, which is incorporated into this Agreement by reference and governs the collection, use, and disclosure of Personal Data.

2.34 "Prohibited Conduct" means any activity that violates Section 7 of this Agreement, including but not limited to submission of fraudulent documents, impersonation, use by minors, facilitation of illegal activity, human trafficking, non-consensual content, harassment, unauthorized access, malware distribution, intellectual property infringement, misuse of medical records, privacy violations, and circumvention of compliance systems.

2.35 "Representatives" means the officers, directors, employees, agents, contractors, and affiliates of a party.

2.36 "SaaS Services" means the software-as-a-service functionality provided by Starlight Secure, including but not limited to performer onboarding, age and identity verification, electronic contract execution, document storage, STI testing record management, audit logging, compliance reporting, and collaboration planning.

2.37 "Services" means any products, features, support, or workflow management tools provided by Starlight Secure through the Platform, including the SaaS Services, identity verification, and third-party integrations as described in this Agreement.

2.38 "Starlight Secure" means Starlight Secure LLC, a Colorado limited liability company, and its affiliates, successors, and assigns.

2.39 "STI Testing Records" means any information, results, reports, or documentation related to sexually transmitted infection tests that are uploaded to, stored, or generated within the Platform, whether provided by a User or retrieved through a Third-Party Service.

2.40 "Studio" means a business entity, organization, or individual that uses the Platform to manage compliance, documentation, and production workflows for multiple performers or productions.

2.41 "Subscription" or "Subscription Tier" means the tiered access plan selected by a User (e.g., Free, Creator, Professional, Studio, or Enterprise) that determines the features, usage limits, and Fees applicable to the User's Account.

2.42 "Subscription Term" or "Term" means the duration of a User's paid subscription, which shall automatically renew unless canceled in accordance with Section 4 of this Agreement, or the period beginning on the date the User accepts this Agreement and continuing until the Account is terminated pursuant to Section 17.

2.43 "Terms" or "Terms of Service" means this Agreement, including all sections, exhibits, schedules, and incorporated policies, as may be amended from time to time.

2.44 "Third-Party Service" or "Third-Party Integration" means any application, API, platform, software, connection, or service provided by a party other than Starlight Secure that is integrated with or accessible through the Platform, including but not limited to identity verification vendors (e.g., Veriff), social media platforms (e.g., X, Telegram), healthcare electronic medical record systems (e.g., Epic, eClinicalWorks, athenahealth), payment processors, cloud storage providers, and artificial intelligence services (e.g., OpenAI).

2.45 "UETA" means the Colorado Uniform Electronic Transactions Act, Colo. Rev. Stat. §§ 24-71-101 et seq., as amended.

2.46 "User" means any individual or entity that accesses or uses the Platform, including Creators, Performers, Studios, and their respective authorized representatives or Authorized Users.

2.47 "User Content" means any Content submitted, uploaded, transmitted, or otherwise made available on or through the Platform by a User, including but not limited to identification documents, contracts, STI Testing Records, photographs, biometric data, production schedules, and communications.

2.48 "Verification Process" means the identity and age verification procedures described in Section 5 of this Agreement, which may include third-party identity verification APIs, document verification systems, biometric matching technologies, manual review, and any modifications or replacements thereof.

2.49 "We", "Us", or "Our" means Starlight Secure LLC, a Colorado limited liability company, and its successors, affiliates, and assigns.

2.50 "You" or "Your" means the User accessing or using the Platform, individually or on behalf of an entity.

2.51 "2257 Compliance" means compliance with 18 U.S.C. § 2257 and its implementing regulations, which require producers of adult content to maintain records of the age and identity of every performer depicted in such content.

2.52 "2257-Compliant Documentation" or "2257 Records" means the records required to be created and maintained under 18 U.S.C. § 2257, 28 C.F.R. Part 75, and related federal regulations, including copies of identification documents, age verification materials, and production records, as managed through the Platform's compliance tools, which must be retained for the period required by applicable Law.

3. Account Eligibility and User Representations

3.1 Eligibility and Age. To create an Account and access the Platform, You must be at least eighteen (18) years of age or the age of majority in Your jurisdiction, whichever is greater, and legally capable of entering into this Agreement. You represent and warrant that You meet these criteria, that You are not a minor, and that You will not permit any minor to access or use the Platform under any circumstances.

3.2 Information and Biometric Consent. You represent and warrant that all information, identification documents, Biometric Data, and other materials provided during registration and the Verification Process are true, accurate, current, and complete. In accordance with the CPA and other applicable Data Protection Laws, You explicitly consent to the collection, processing, and storage of Your Biometric Data and Sensitive Personal Data for Identity Verification and compliance purposes.

3.3 Legal Compliance and 18 U.S.C. § 2257. You represent and warrant that You are solely responsible for the legality of Your activities on the Platform, including compliance with 2257, equivalent foreign regulations, and all other applicable Laws. You represent that You have obtained and will maintain all necessary consents, waivers, and authorizations required for Your content and activities.

3.4 Entity Representation. If You are registering or using the Platform on behalf of a Studio or other legal entity, You represent and warrant that You have the authority to bind such entity to this Agreement, and that such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

3.5 Account Security and Authorized Users. You are responsible for maintaining the confidentiality of Your Account credentials and assume full responsibility for all activities under Your Account. If You permit any Authorized User to access Your Account, You ensure they meet the eligibility requirements of this Section 3, and any breach of this Agreement by an Authorized User shall be deemed a breach by You.

4. Subscription Tiers, Fees, and Automatic Renewals

4.1 Subscription Tiers. The Platform offers multiple Subscription Tiers (e.g., Free, Creator, Professional, Studio, and Enterprise). Each Subscription Tier provides access to specific features, usage limits, and service levels as described on the Platform. Starlight Secure reserves the right to modify, add, or discontinue Subscription Tiers at any time upon notice to affected Users.

4.2 Fees, Trials, and Payment. The Creator Subscription Tier begins with a thirty (30) day free trial. A valid credit card is required to start the trial. Unless You cancel before the trial ends, the Creator Subscription will automatically convert to a paid monthly Subscription and Your card will be charged the then-current monthly Fee. Other Fees for paid Subscription Tiers are due in advance in U.S. dollars and are non-refundable except as expressly stated in this Agreement or required by applicable Law. You authorize Starlight Secure (or its designated payment processor) to charge Your designated payment method for all Fees incurred under Your Account. If payment is not received by the due date, Starlight Secure may suspend or terminate access to the Platform in accordance with Section 17.

4.3 Automatic Renewal. Paid Subscriptions automatically renew at the end of each Subscription Term for a successive term of the same duration, unless You cancel prior to the renewal date. Starlight Secure will provide clear and conspicuous disclosures and renewal notices prior to charging Your payment method in accordance with applicable Law (including Colorado law, where applicable). You authorize Starlight Secure to charge the then-current Fee to Your designated payment method for each renewal term.

4.4 Cancellation. You may cancel future automatic renewals at any time through Your Account settings. Cancellation will take effect at the end of the then-current Subscription Term, during which You will retain access to the Platform. No partial refunds or credits will be provided for unused portions of a term. Upon cancellation, Your Account may be downgraded to a Free Tier or terminated in accordance with Section 16 (Data Retention and Deletion Policies).

4.5 Changes to Fees. Starlight Secure may change Fees for any Subscription Tier upon thirty (30) days' prior notice. If You do not agree to the change, You must cancel Your Subscription before the change takes effect. Your continued use of the Platform after the Fee change becomes effective constitutes Your acceptance of the new Fees.

4.6 Enterprise Plans and Free Tier. Enterprise Plans are subject to separate written agreements or addenda; in the event of a conflict, those separate agreements shall control. The Free Tier is provided at no charge, subject to usage limits, and may be modified or discontinued by Starlight Secure at any time without liability.

5. Identity and Age Verification Procedures

5.1 Verification Requirement. As a condition to accessing the Platform and Services, including managing 18 U.S.C. § 2257 documentation, You must successfully complete the Verification Process. Starlight Secure reserves the right to require Identity Verification or re-verification at any time for any User or Account.

5.2 Verification Methods and Consent. The Verification Process may include: (a) submission of government-issued identification; (b) biometric matching and liveness detection; (c) third-party verification services (including Veriff); and (d) manual review. You explicitly consent to the collection, processing, and storage of Your Biometric Data and Personal Data for Identity Verification in accordance with the CPA and other applicable Data Protection Laws, as further detailed in Section 15 (Biometric Data Privacy Schedule).

5.3 User Representations. You represent and warrant that all information, identification documents, and Biometric Data submitted are authentic, accurate, current, and lawfully obtained, and that You are the individual depicted in such materials. You bear sole responsibility for any fraudulent, altered, forged, or misleading submissions.

5.4 No Guarantee and Disclaimer. While Starlight Secure utilizes verification tools, it does not guarantee the authenticity of any document, the accuracy of any result, or the detection of all fraud. Starlight Secure expressly disclaims all liability for identity theft, fraud, or misrepresentation committed by Users or third parties in connection with the Verification Process.

5.5 Remedies for Non-Compliance. Any fraudulent or unlawful activity suspected during the Verification Process may result in immediate suspension or termination of Your Account, retention of relevant records, denial of Platform access, and cooperation with law enforcement, regulatory authorities, and third-party verification providers, without prior notice or liability to You.

6. 18 U.S.C. § 2257 Compliance and Record-Keeping Responsibilities

6.1 Status of Parties. The Platform provides tools to assist Users in managing records required under 18 U.S.C. § 2257 and its implementing regulations. You acknowledge and agree that You are the "producer" and primary keeper of records under 2257. Starlight Secure acts solely as a secondary custodian and technology service provider, and does not produce, direct, employ performers for, or participate in the creation of adult content.

6.2 User Compliance and Warranties. You bear sole responsibility for full compliance with 2257, including inspecting original identification documents, verifying performer age, and maintaining complete, authentic, and legally sufficient records (collectively, "2257 Records") for the full re tention period required by Law. You represent and warrant that all 2257 Records uploaded to the Platform are accurate, complete, and obtained in accordance with applicable Law.

6.3 No Guarantee and Disclaimer. Starlight Secure does not monitor, audit, or verify the accuracy, completeness, or legal sufficiency of any 2257 Records uploaded by You. Use of the Platform's tools does not guarantee compliance or relieve You of Your independent legal obligations. To the maximum extent permitted by Law, Starlight Secure disclaims all liability arising from Your failure to comply with 2257 or related regulations.

6.4 Cooperation and Indemnification. You authorize Starlight Secure to access, preserve, and disclose Your 2257 Records to regulatory or law enforcement authorities in response to a valid Law Enforcement Request, as detailed in Section 25 (Regulatory and Law Enforcement Cooperation). You agree to indemnify, defend, and hold harmless the Indemnified Parties from any claims, fines, penalties, or liabilities arising out of Your failure to comply with 2257 or Your record-keeping obligations.

7. Use of Platform and Prohibited Conduct

7.1 Authorized Use. Subject to your compliance with this Agreement and successful completion of the Verification Process, Starlight Secure grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for lawful internal business purposes related to compliance, documentation, and workflow management in connection with adult content production. You are solely responsible for ensuring that your use complies with all applicable Laws, including but not limited to 18 U.S.C. § 2257, the CPA, and all federal, state, and local regulations governing adult content, record-keeping, and privacy.

7.2 Prohibited Conduct. You agree that you shall not, and shall not permit any third party to, engage in any of the following activities: (a) submitting fraudulent, altered, forged, or misleading identification documents, Biometric Data, or other information; (b) impersonating any person or entity, or misrepresenting your affiliation with any person or entity; (c) permitting any minor (any person under the age of 18 or the age of majority in their jurisdiction) to access the Platform, or submitting Content depicting a minor; (d) using the Platform to facilitate, promote, or engage in any illegal activity, human trafficking, coercion, exploitation, non-consensual conduct, or any violation of applicable Law; (e) harassing, threatening, intimidating, or abusing any other User or Starlight Secure personnel; (f) attempting to gain unauthorized access to, or conducting unauthorized security or penetration testing on, any portion of the Platform, accounts, or connected networks; (g) distributing, uploading, or transmitting any viruses, malware, or other harmful code; (h) infringing upon the Intellectual Property rights, privacy rights, or other proprietary rights of Starlight Secure or any third party; (i) misusing, accessing, or disclosing any STI Testing Records, medical information, or other Personal Data of another User without proper authorization; (j) attempting to circumvent, disable, or interfere with any security features, compliance systems, or verification mechanisms of the Platform; or (k) using any automated means, including bots, scrapers, or scripts, to access, monitor, or copy any portion of the Platform or User Content.

7.3 Content Monitoring and Safe Harbor. Starlight Secure reserves the right, but does not assume the obligation, to monitor, review, or screen User Content and activities on the Platform for compliance with this Agreement. Starlight Secure is not liable for any User Content or Prohibited Conduct, and acts as an interactive computer service provider under 47 U.S.C. § 230.

7.4 Remedies and Enforcement. If Starlight Secure suspects or becomes aware of any Prohibited Conduct, it may, without prior notice or liability to you: (a) immediately suspend or terminate your Account and access to the Platform; (b) preserve, retain, and disclose relevant records to law enforcement or regulatory authorities; and (c) pursue any other legal or equitable remedies. Any violation of this Section 7 constitutes a material breach of this Agreement.

8. User-Generated Content and Limited License Grant

8.1 Ownership of User Content. As between You and Starlight Secure, You retain all right, title, and interest in and to Your User Content. Nothing in this Agreement transfers ownership of any User Content to Starlight Secure. You are solely responsible for ensuring Your User Content complies with this Agreement and applicable Law.

8.2 Limited License Grant. By submitting, uploading, or making User Content available on or through the Platform, You grant Starlight Secure a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (solely to third-party service providers as necessary to perform the Services), and transferable license to access, use, store, reproduce, modify (solely for technical formatting purposes), transmit, display, and process Your User Content solely to: (a) provide, maintain, and improve the Platform and Services; (b) perform identity verification and compliance processes; (c) prevent fraud and ensure platform security; and (d) comply with applicable Law and Law Enforcement Requests.

8.3 User Warranties. You represent and warrant that: (a) You own or have obtained all necessary rights, licenses, consents, and permissions to grant the licenses in this Section 8; (b) Your User Content does not and will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or proprietary rights; and (c) Your User Content complies with all applicable Laws, including 18 U.S.C. § 2257, age-verification, and record-keeping requirements.

8.4 Monitoring and Removal. Starlight Secure has no obligation to pre-screen or monitor User Content. However, Starlight Secure reserves the right, in its sole discretion, to remove, disable access to, or refuse to display any User Content that it reasonably believes violates this Agreement, applicable Law, or third-party rights, without prior notice or liability.

8.5 Aggregated and De-Identified Data. Starlight Secure may collect, analyze, and use aggregated, de-identified data derived from User Content and platform usage to improve, support, and analyze the Platform and Services. Such data does not identify any individual, is not considered User Content, and is owned exclusively by Starlight Secure.

8.6 Post-Termination Retention. Upon termination of Your Account or this Agreement, the licenses granted herein shall cease, except that Starlight Secure may retain and use copies of Your User Content solely to comply with legal and record-keeping obligations (including 18 U.S.C. § 2257), resolve disputes, enforce this Agreement, or as part of standard archival and backup procedures.

9. Intellectual Property Rights and Platform Ownership

9.1 Ownership of Platform and Intellectual Property. As between You and Starlight Secure, Starlight Secure owns and retains all right, title, and interest in and to the Platform, the Services, Documentation, APIs, databases, Aggregated Data, Audit Logs (excluding underlying User Content), and all related Intellectual Property, including any modifications, enhancements, or derivative works thereof. No ownership or proprietary rights are transferred to You under this Agreement.

9.2 Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (c) rent, lease, lend, sell, sublicense, distribute, or otherwise transfer access to the Platform; (d) use the Platform to build a competitive product or service; or (e) remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Platform.

9.3 Feedback. If You provide any suggestions, enhancement requests, or other feedback ("Feedback") to Starlight Secure, You hereby grant Starlight Secure a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, disclose, and exploit such Feedback for any purpose without restriction or obligation to You.

9.4 Reservation of Rights and Trademarks. All rights not expressly granted to You are reserved by Starlight Secure. You shall not use Starlight Secure's trademarks, service marks, logos, or trade names without prior written consent, and all goodwill from any authorized use shall inure solely to Starlight Secure.

10. Master Performer Agreement Facilitation and Legal Disclaimer

10.1 Neutral Facilitation Role. Starlight Secure provides the Platform solely as a neutral technology service provider to enable Users to create, upload, store, manage, and execute contracts, including Master Performer Agreements. Starlight Secure does not produce, publish, direct, employ performers for, or participate in adult content productions. Starlight Secure is not a party to, and assumes no obligations, liabilities, or responsibilities arising from, any Master Performer Agreement executed between Users.

10.2 No Legal Advice. Starlight Secure is not a law firm, does not provide legal services, and does not engage in the practice of law. Any templates, suggested language, or default terms made available through the Platform are provided solely for convenience and administrative utility. They do not constitute legal advice, legal representation, or a substitute for independent legal counsel. No attorney-client relationship is created between Starlight Secure and any User.

10.3 User Responsibility and Compliance. Each User is solely responsible for the content, terms, and legal sufficiency of any Master Performer Agreement they create, upload, or execute through the Platform. Users must ensure compliance with all applicable federal, state, and local Laws, including but not limited to 18 U.S.C. § 2257 record-keeping requirements, and state contract, labor, and employment laws. Users are strongly encouraged to consult with independent legal counsel before executing any agreement.

10.4 Disclaimer of Liability. To the maximum extent permitted by Law, Starlight Secure expressly disclaims all liability for any claims, damages, losses, or expenses arising out of or relating to: (a) the content, validity, or enforceability of any Master Performer Agreement; (b) any disputes or compliance failures between contracting parties; or (c) any reliance on templates or features provided through the Platform. Starlight Secure does not guarantee that any agreement executed through the Platform will be legally binding or compliant in any jurisdiction.

11. Electronic Signatures and Uniform Electronic Transactions Act (UETA) Compliance

11.1 Consent to Electronic Transactions. By using the Platform to execute any document, including any Master Performer Agreement, You explicitly consent to conduct transactions by electronic means. You agree that Your use of an Electronic Signature (including clicking "Accept," "Sign," typing Your name, or using any other electronic process made available on the Platform) constitutes Your intent to sign and be legally bound by the applicable record.

11.2 Legal Effect and Admissibility. Electronic Signatures executed through the Platform shall have the same legal force and effect as handwritten signatures under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Colorado Uniform Electronic Transactions Act (UETA). You agree that electronic records of agreements executed through the Platform shall be admissible in legal proceedings, and You will not contest the validity or enforceability of any such agreementsolely because it was executed or stored in electronic form.

11.3 User Responsibility and Indemnity. You represent that You have all necessary authority to execute agreements electronically. You are solely responsible for determining whether electronic execution satisfies the laws of Your jurisdiction, including requirements for notarization, witness sig natures, or specific formatting. To the maximum extent permitted by Law, Starlight Secure disclaims all liability regarding the legal sufficiency or enforceability of any electronically executed document, and You agree to indemnify Starlight Secure against any claims arising from the failure of an Electronic Signature to meet applicable legal requirements.

11.4 Record Retention and Audit Logs. Starlight Secure will retain electronic records of executed documents and associated audit logs in accordance with Section 16 (Data Retention and Deletion Policies). You are responsible for downloading and maintaining Your own copies of executed agreements, and Starlight Secure does not guarantee indefinite access to such records.

12. Third-Party Integrations and API Services

12.1 Integrations and Data Transmission. The Platform may integrate with or enable access to third-party services, applications, or APIs, including identity verification providers, payment processors, healthcare electronic medical record (EMR) systems, cloud storage providers, and artificial int elligence services ("Third-Party Services"). By enabling or using any Third-Party Integration, You explicitly authorize and consent to the transmission, retrieval, processing, storage, and display of Your User Content, Personal Data, and other information (including, where applicable, sensitive health or biometric data) by and through such Third-Party Services.

12.2 No Endorsement or Liability. Starlight Secure does not control, endorse, guarantee, or assume responsibility for the availability, accuracy, security, performance, or privacy practices of any Third-Party Service. To the maximum extent permitted by applicable Law, Starlight Secure exp ressly disclaims all liability for any claims, damages, losses, or data breaches arising from or related to Your use of or reliance on any Third-Party Service. Your use of any Third-Party Service is governed solely by the agreement between You and that third-party provider.

12.3 API Usage Restrictions. If You access or use any API provided by Starlight Secure, You agree to use it only in accordance with the applicable documentation. You shall not: (a) exceed rate limits or disrupt Platform operations; (b) attempt to reverse engineer, circumvent security, or gain unauthorized access; or (c) use the API for any unlawful or prohibited conduct. Starlight Secure may monitor, throttle, or suspend Your API access at any time.

12.4 HIPAA and Healthcare Compliance. As of the effective date of this Agreement, Starlight Secure does not operate as a "covered entity" under the Health Insurance Portability and Accountability Act (HIPAA). Starlight Secure's status as a "business associate" under HIPAA depends on the nature of the services and integrations used by a User. Where a User enables a Third-Party Integration that involves the creation, receipt, transmission, or maintenance of protected health information ("PHI") as defined under HIPAA-including but not limited to integrations with healthcare providers, clinical laboratories, electronic medical record systems, or laboratory test ordering services-Starlight Secure and the User shall enter into a Busine ss Associate Agreement ("BAA") to the extent required by applicable Law prior to the transmission of PHI through the Platform. In the absence of an executed BAA, the User shall not transmit PHI through the Platform, and the User is solely responsible for ensuring compliance with HIPAA, the CPA, and any other applicable Data Protection Laws in connection with any Third-Party Integration involving healthcare data.

12.5 User Warranties and Indemnity. You represent and warrant that You have all necessary rights, consents, and authorizations to share data with and enable connections to any Third-Party Service. You agree to indemnify, defend, and hold harmless Starlight Secure and its affiliates from any claims, losses, or liabilities arising out of Your use of any Third-Party Service or Your breach of any third-party terms of service.

12.6 Modification and Discontinuation. Starlight Secure reserves the right to modify, suspend, or discontinue any API or Third-Party Integration at any time, for any reason, without prior notice or liability to You.

13. STI Testing Records and Health Information Disclaimers

13.1 No Healthcare Provider Relationship. Starlight Secure is not a healthcare provider, medical information bureau, or clinical laboratory. The Platform provides tools for the storage, management, and organization of STI Testing Records as part of its compliance workflow services, and may in the future facilitate access to laboratory testing or related healthcare services through Third-Party Integrations. Starlight Secure does not itself perform, verify, interpret, or validate any medical test or laboratory result. To the extent the Platform facilitates access to laboratory testing or other healthcare services through third-party provider networks, such services are provided by independent third-party healthcare providers and laboratories, and Starlight Secure's role is limited to providing the technology platform through which such services are accessed. Starlight Secure's status under HIPAA with respect to any healthcare-related integration is governed by Section 12.4 of this Agreement.

13.2 No Medical Advice or Clearance. STI Testing Records available on or through the Platform are provided for workflow convenience and record-keeping purposes only. They do not constitute medical advice, diagnosis, treatment, or a medical clearance for any individual to engage in any activity, including sexual activity, production work, or performance. Starlight Secure makes no representation or warranty regarding the accuracy, completeness, timeliness, authenticity, or legal sufficiency of any STI Testing Record, whether uploaded by a User or retrieved through a Third-Party Service.

13.3 User Responsibility and CPA Consent. You are solely responsible for verifying the accuracy and legality of all STI Testing Records before relying on them. By uploading, storing, or retrieving STI Testing Records, You explicitly consent to the collection, processing, and disclosure of such sensitive health data in accordance with the CPA and other applicable Data Protection Laws. You represent that You have obtained all necessary consents from any individual whose records are made available through Your Account. To the extent HIPAA applies, You are solely responsible for ensuring compliance, including entering into any required business associate agreement.

13.4 Disclaimer of Liability. To the maximum extent permitted by applicable Law, Starlight Secure disclaims all liability for any claims, damages, losses, or expenses arising out of or relating to: (a) the accuracy, completeness, or sufficiency of any STI Testing Record; (b) the use or reliance on such records by any User; (c) any health-related decisions made based on such records; or (d) any failure by a User to comply with applicable health privacy laws. Nothing in this Section 13 obligates Starlight Secure to monitor, review, or verify STI Testing Records, and Starlight Secure expressly disclaims any duty to do so.

14. Data Privacy and CPA Compliance

14.1 Roles of the Parties. For the purposes of the CPA, Starlight Secure acts as a "processor" and the User acts as the "controller" of Personal Data. Each party shall comply with its respective obligations under the CPA and other applicable Data Protection Laws.

14.2 Scope of Processing. Starlight Secure shall process Personal Data, including Sensitive Personal Data (such as Biometric Data and STI Testing Records), only on documented instructions from the User to provide the Platform and Services, and as described in this Agreement and the Privacy Policy, unless otherwise required by applicable Law.

14.3 User Warranties and Consent. The User represents and warrants that they have obtained all necessary explicit consents and authorizations required under the CPA to collect, use, and share Personal Data (including Sensitive Personal Data) with Starlight Secure and any connected Third-Party Services.

14.4 Processor Obligations. To the extent Starlight Secure processes Personal Data subject to the CPA on the User's behalf, Starlight Secure shall: (a) ensure that all persons authorized to process the Personal Data are subject to a duty of confidentiality; (b) implement and maintain reasonable administrative, technical, and physical security measures appropriate to the risk; (c) assist the User in responding to consumer rights requests under the CPA, and in meeting its obligations regarding data security and data protection assessments; (d) notify the User without undue delay upon detecting a security breach involving Personal Data; (e) at the choice of the User, delete or return all Personal Data to the User upon termination of the Agreement, unless retention is required by Law; and (f) make available to the User all information necessary to demonstrate compliance with these obligations and allow for and cooperate with reasonable audits and inspections.

14.5 Subprocessors. The User authorizes Starlight Secure to engage subprocessors to process Personal Data. Starlight Secure shall enter into written agreements with such subprocessors that impose data protection obligations no less restrictive than those set forth in this Section 14, and Starlight Secure remains liable for its subprocessors' compliance.

14.6 De-identified Data. To the extent Starlight Secure processes de-identified data, it shall take reasonable measures to ensure the data cannot be associated with an individual, commit publicly to maintain and use the data in de-identified form, and contractually obligate any recipients of the data to comply with these same provisions in accordance with the CPA.

15. Biometric Data Privacy Schedule and Consent

15.1 Collection and Purpose. Starlight Secure collects, processes, and stores Biometric Data (including facial templates and liveness detection data) solely for the purposes of Identity Verification, age verification, fraud prevention, and compliance with applicable Law, including 18 U.S.C. § 2257 and the CPA. Starlight Secure does not sell, lease, trade, or otherwise profit from Your Biometric Data.

15.2 Explicit Consent. By submitting Biometric Data through the Verification Process, You provide Your explicit, freely given, and informed consent to the collection, processing, storage, and disclosure of Your Biometric Data as described in this Section 15. You may withdraw Your consent at any time by terminating Your Account; however, withdrawal does not affect the lawfulness of processing carried out prior to withdrawal, and may prevent Your access to the Platform.

15.3 Retention and Destruction. Biometric Data will be retained only for as long as necessary to fulfill the purposes set forth in Section 15.1, or as required by Law. Unless a longer retention period is legally mandated, Starlight Secure will permanently destroy or irreversibly de-identify Your Biometric Data within three (3) years of the termination of Your Account or Your last successful Identity Verification, using secure industry-standard methods that render the data unreadable and non-reconstructable.

15.4 Third-Party Processing. Starlight Secure may disclose Your Biometric Data to authorized third-party identity verification providers (such as Veriff) solely to perform the Verification Process. Starlight Secure contractually requires such providers to maintain strict confidentia lity, implement equivalent security safeguards, and comply with all applicable Data Protection Laws.

15.5 Security Safeguards. Starlight Secure implements and maintains reasonable administrative, technical, and physical security measures designed to protect Biometric Data from unauthorized access, disclosure, alteration, or destruction, including encryption in transit and at rest.

15.6 Data Subject Rights. In accordance with the CPA, You may have the right to request access to, correction of, or deletion of Your Biometric Data, subject to certain legal exceptions. You may exercise these rights by contacting Starlight Secure as detailed in the Privacy Policy.

16. Data Retention and Deletion Policies

16.1 Retention of User Content. Starlight Secure retains User Content, including Personal Data, Biometric Data, STI Testing Records, 2257-Compliant Documentation, Audit Logs, and electronically executed agreements, for as long as Your Account is active and for such additional period as necessary to comply with applicable Law, resolve Disputes, prevent fraud, and maintain security. Specific retention periods are as follows: (a) 2257-Compliant Documentation: Retained for the full period required under 18 U.S.C. § 2257, 28 C.F.R. Part 75, and any other applicable federal or state Law governing the maintenance of such records. (b) Biometric Data: Retained and destroyed strictly in accordance with Section 15 (Biometric Data Privacy Schedule and Consent) and applicable Law. (c) STI Testing Records: Retained for the duration of Your Account plus three (3) years, unless a longer period is required by applicable Law. (d) Audit Logs: Retained for a minimum of three (3) years following the recorded event. (e) Electronically Executed Agreements: Retained for the duration of Your Account plus seven (7) years to comply with applicable statutes of limitations.

16.2 Deletion Upon Account Termination. Upon termination of Your Account in accordance with Section 17, Starlight Secure will, within a commercially reasonable period not to exceed sixty (60) days, delete or irreversibly de-identify Your User Content and Personal Data, subject to the exceptions in Section 16.4. Archival copies in backup systems will be securely destroyed in accordance with standard backup rotation and destruction procedures.

16.3 User-Requested Deletion. You may request deletion of Your Personal Data in accordance with the CPA and other applicable Data Protection Laws. Upon identity verification, Starlight Secure will process such requests within the statutory timeframes, subject to the retention excepti ons set forth in Section 16.4. Starlight Secure will provide written confirmation of deletion upon request.

16.4 Exceptions to Deletion. Notwithstanding any deletion request or Account termination, Starlight Secure may retain copies of Your User Content and Personal Data to the extent necessary to: (a) comply with applicable federal, state, or local Law (including 18 U.S.C. § 2257); (b) respond to a valid Law Enforcement Request or legal hold; (c) resolve ongoing or potential disputes, claims, or investigations; (d) enforce this Agreement or investigate suspected Prohibited Conduct; or (e) maintain standard archival or backup systems, provided such data remains subject to the confidentiality and security obligations of this Agreement.

16.5 Secure Destruction. Upon expiration of the applicable retention period, Starlight Secure will securely destroy or irreversibly de-identify User Content using industry-standard methods (such as secure electronic overwriting or physical destruction of media) designed to render the data unreadable and non-reconstructable.

16.6 De-Identified and Aggregated Data. Nothing in this Section 16 restricts Starlight Secure's right to retain, use, or disclose de-identified or Aggregated Data as permitted under the CPA and Section 14 of this Agreement, even after the deletion of Your Personal Data.

17. Account Suspension and Termination

17.1 Suspension. Starlight Secure may suspend or restrict Your access to the Platform or any Services immediately, without prior notice or liability, if: (a) You fail to pay any Fees when due and such failure continues for five (5) days after notice; (b) Starlight Secure reasonably suspects that Your Account or use of the Platform involves Prohibited Conduct, fraud, or a violation of applicable Law; (c) Your Account is used in a manner that creates security or operational risk to the Platform, other Users, or third parties; or (d) You breach any material term of this Agreement. A suspension under this Section 17.1 will remain in effect until the underlying issue is resolved to Starlight Secure's reasonable satisfaction. Starlight Secure shall not be liable to You or any third party for any suspension taken in accordance with this Section 17.1.

17.2 Termination by Starlight Secure. Starlight Secure may terminate this Agreement and Your Account for convenience upon thirty (30) days' prior written notice. Starlight Secure may also terminate this Agreement and Your Account, effective immediately upon notice, if: (a) You commit a material breach of this Agreement that is not curable, or if curable, is not cured within ten (10) days of notice; (b) You engage in Prohibited Conduct, fraud, or any activity that Starlight Secure determines, in its sole discretion, may expose Starlight Secure or its Users to legal liability, regulatory harm, or reputational risk; (c) You fail the Verification Process or submit fraudulent documentation; (d) Your Account is inactive for twelve (12) consecutive months; or (e) Starlight Secure is required to do so by Law or a Law Enforcement Request.

17.3 Termination by User. You may terminate this Agreement and Your Account at any time by canceling Your Subscription in accordance with Section 4.4, deleting Your Account through the Platform settings, or providing written notice to Starlight Secure. Termination by You does not relieve You of any Fees or obligations incurred prior to the effective date of termination.

17.4 Effect of Termination. Upon termination of Your Account: (a) Your right to access and use the Platform and Services immediately ceases; (b) Starlight Secure will process Your User Content and Personal Data in accordance with Section 16 (Data Retention and Deletion Policies); (c) any outstanding Fees become immediately due and payable; and (d) Sections 1 (Introduction and Acceptance of Terms), 2 (Definitions), 8 (User-Generated Content and Limited License Grant), 9 (Intellectual Property Rights and Platform Ownership), 10 (Master Performer Agreement Facilitation and Legal Disclaimer), 11 (Electronic Signatures and UETA Compliance), 13 (STI Testing Records and Health Information Disclaimers), 14 (Data Privacy and CPA Compliance), 15 (Biometric Data Privacy Schedule and Consent), 16 (Data Retention and Deletion Policies), 17 (this Section 17), 18 (Confidenti ality and Security), 19 (Indemnification), 20 (Disclaimers of Warranties), 21 (Limitation of Liability), 22 (Dispute Resolution and Binding Arbitration), 23 (Class Action Waiver), 24 (Governing Law and Venue), 25 (Regulatory and Law Enforcement Cooperation), and 28 (Miscellaneous Provisions) shall survive termination.

17.5 No Waiver; Limitation of Liability. Starlight Secure's exercise of its suspension or termination rights does not waive any other rights or remedies available under this Agreement or applicable Law. To the maximum extent permitted by applicable Law, Starlight Secure shall not be liable to You or any third party for any suspension or termination of Your Account or access to the Platform taken in accordance with this Section 17.

18. Confidentiality and Security

18.1 Obligation of Confidentiality. Each Party shall hold the other Party's Confidential Information in strict confidence, use it solely to perform obligations or exercise rights under this Agreement, and protect it with at least a reasonable degree of care. Neither Party shall disclose Confidential Information to any third party without the disclosing Party's prior written consent, except as permitted herein.

18.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing Party's Confidential Information.

18.3 Permitted Disclosures. A receiving Party may disclose Confidential Information to its Representatives (directors, officers, employees, and advisors) who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. A Party may also disclose Confidential Information to the extent required by Law or a valid Law Enforcement Request, provided it gives prompt written notice (to the extent legally permitted) and cooperates in seeking a protective order.

18.4 Security and Breach Notification. Starlight Secure shall maintain reasonable administrative, technical, and physical safeguards (including encryption in transit and at rest, access controls, and regular testing) to protect the Platform, User Content, and Confidential Information. In the event of a confirmed security breach compromising User Content or Personal Data, Starlight Secure shall notify affected Users without undue delay and cooperate in mitigation, in accordance with applicable Law, including the CPA and Colo. Rev. Stat. § 6-1-716.

18.5 User Security. You are responsible for maintaining the confidentiality of Your Account credentials and for all activities under Your Account. You shall implement reasonable security measures for Your own systems used to access the Platform and promptly notify Starlight Secure of any unauthorized access or security breach.

18.6 Return or Destruction. Upon termination of this Agreement or written request, each Party shall promptly return or destroy all Confidential Information of the other Party, certifying such destruction upon request. However, a Party may retain copies as required by Law or standard archival/backup procedures, provided such retained copies remain subject to this Section 18.

18.7 Duration of Obligations. The confidentiality obligations under this Section 18 shall survive termination of this Agreement and continue for five (5) years from disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable Law.

19. Indemnification

19.1 User Indemnification. You agree to indemnify, defend, and hold harmless Starlight Secure, its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of the Platform or Services; (b) Your User Content, including any claim that it infringes or violates any third-party intellectual property, privacy, or publicity rights; (c) any breach of this Agreement by You or Your Authorized Users; (d) any violation of applicable Law by You or Your Authorized Users, including but not limited to 18 U.S.C. § 2257, the CPA, HIPAA, or other data protection and privacy laws; (e) Your failure to obtain any necessary consents or authorizations for Personal Data, Biometric Data, or STI Testing Records processed through Your Account; (f) any dispute between You and any third party or other User, including those arising from any Master Performer Agreement; or (g) any claim that Starlight Secure is a "producer" under 18 U.S.C. § 2257, a "covered entity" or "business associate" under HIPAA, a joint employer, or a talent agency based on Your use of the Platform.

19.2 Starlight Secure Indemnification. Starlight Secure will indemnify, defend, and hold You harmless from and against any third-party claim alleging that the Platform (excluding Third-Party Services and User Content) infringes any United States patent, copyright, or trademark. If such a claim is made or, in Starlight Secure's opinion, is likely to be made, Starlight Secure may, at its option and expense: (a) modify the Platform to be non-infringing; (b) procure the right for You to continue using the Platform; or (c) terminate Your access and refund any prepaid, unused Fees for the remainder of the Subscription Term. Starlight Secure shall have no liability for infringement claims arising from: (i) Your use of the Platform in violation of this Agreement; (ii) modification of the Platform by anyone other than Starlight Secure; or (iii) combination of the Platform with any third-party product, service, or data. This Section 19.2 states Starlight Secure's sole liability and Your exclusive remedy for intellectual property infringement claims.

19.3 Indemnification Procedures. The indemnifying party's obligations under this Section 19 are conditioned upon the indemnified party: (a) providing prompt written notice of the claim (provided that a delay in notice shall only relieve the indemnifying party of its obligations to the extent materially prejudiced); (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation. The indemnified party may participate in the defense at its own expense. The indemnifying party shall not settle any claim that admits liability or imposes any material obligation on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

19.4 Survival and Limitation of Liability. The indemnification obligations in this Section 19 shall survive the termination or expiration of this Agreement. All liabilities under this Section 19 are subject to the limitations of liability set forth in Section 21 (Limitation of Liability), except for Starlight Secure's IP indemnification obligations under Section 19.2 and claims arising from a Party's fraud or willful misconduct.

20. Disclaimers of Warranties

20.1 THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARLIGHT SECURE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

20.2 Starlight Secure does not warrant that: (a) the Platform or Services will meet Your specific requirements, comply with Your internal policies, or satisfy any legal or regulatory obligations (including requirements under 18 U.S.C. § 2257 or Data Protection Laws); (b) the Platform will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components; or (c) the results obtained from the use of the Platform (including identity verification, STI Testing Records, electronic signatures, or compliance documentation) will be accurate, complete, or reliable.

20.3 Starlight Secure does not warrant, endorse, guarantee, or assume responsibility for any Third-Party Services, integrations, or User Content. Starlight Secure disclaims all liability arising from Your use of or reliance on any third-party materials, data, or services accessible through or integrated with the Platform.

20.4 You acknowledge that Starlight Secure is a neutral technology platform provider and not a producer, employer, talent agency, healthcare provider, legal advisor, or guarantor of compliance. You bear the entire risk as to the quality, performance, and legal compliance of Your use of the Platform.

20.5 No advice or information, whether oral or written, obtained by You from Starlight Secure or through the Platform shall create any warranty not expressly stated in this Agreement. To the extent any warranty cannot be disclaimed under applicable law (including the Laws of the State of Colorado), such warranty is limited to the minimum period and the maximum extent permitted by law. This Section 20 does not affect any statutory rights that cannot be waived or limited by contract.

21. Limitation of Liability

21.1 To the maximum extent permitted by applicable Law, and except as set forth in Section 21.3, neither Party shall be liable to the other Party or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, loss of data or goodwill, or costs of procurement of substitute services, arising out of or relating to this Agreement or the use of or inability to use the Platform or Services, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if the Party has been advised of the possibility of such damages.

21.2 To the maximum extent permitted by applicable Law, and except as set forth in Section 21.3, the total aggregate liability of Starlight Secure (including its affiliates, officers, directors, employees, and agents) to a User or any third party for all claims arising out of or relating to this Agreement or the Platform or Services shall not exceed the total Fees paid by such User to Starlight Secure during the twelve (12) month period immediately preceding the event giving rise to the claim. If no Fees have be en paid (including for Users on a Free Tier), Starlight Secure's total aggregate liability shall not exceed one hundred U.S. dollars ($100.00).

21.3 The limitations and exclusions of liability in Sections 21.1 and 21.2 shall not apply to: (a) a Party's indemnification obligations under Section 19; (b) a Party's breach of confidentiality obligations under Section 18; (c) a User's breach of the license restrictions in Section 9.2 or infringement of Starlight Secure's Intellectual Property; (d) liability arising from a Party's fraud, willful misconduct, or gross negligence; or (e) any liability that cannot be limited or excluded under applicable Law, including the laws of the State of Colorado, such as claims for bodily injury, death, or physical damage to tangible property caused by a Party's negligence.

21.4 Each Party acknowledges that the Fees reflect the allocation of risk and limitations of liability set forth in this Agreement, and that without such limitations, the Fees would be substantially higher. The limitations of liability in this Section 21 represent an essential basis of the bargain between the Parties, shall survive the termination or expiration of this Agreement, and shall apply notwithstanding any failure of essential purpose of any limited remedy.

22. Dispute Resolution and Binding Arbitration

22.1 Informal Resolution. Before initiating any formal proceeding, the Parties shall attempt to resolve any Dispute through good-faith negotiations. The complaining Party shall provide written notice describing the Dispute. The Parties shall meet or confer (virtually, in person, or by telephone) within thirty (30) days of receipt of the notice. If the Dispute is not resolved within thirty (30) days of the initial notice, either Party may proceed to binding arbitration under this Section 22.

22.2 Agreement to Arbitrate. Except for claims excluded in Section 22.6, any Dispute arising out of or relating to this Agreement or the use of the Platform shall be resolved exclusively by final and binding individual arbitration. The Federal Arbitration Act (9 U.S.C. §§ 1-16) shall govern the interpretation and enforcement of this Section. The Parties expressly waive their right to a jury trial. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules (for individual consumers) or Commercial Arbitration Rules (for business entities) in effect at the time the arbitration is initiated. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this agreement.

22.3 Location and Procedure. The arbitration shall take place in Adams County, Colorado, unless the Parties mutually agree to a virtual or telephonic hearing. The arbitration shall be conducted in English by a single neutral arbitrator who is a retired judge or an attorney with at least ten (10) years of experience in commercial disputes. For claims under $10,000, the arbitration may be conducted solely on written submissions or by telephone, at the claimant's option. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.4 Costs and Fees. Each Party shall bear its own attorneys' fees and costs, and AAA rules shall govern the allocation of administrative fees. However, if the arbitrator determines that a Party's claim or defense was frivolous or brought in bad faith, the arbitrator may award reasonable fees and costs to the prevailing Party. For individual consumer claims under $10,000, Starlight Secure will pay or reimburse AAA administrative fees exceeding what the consumer would pay to file a civil action in court, provided the claim is not deemed frivolous.

22.5 Confidentiality. The arbitration proceedings, including any documents exchanged, testimony given, and the award rendered, shall be treated as Confidential Information and may not be disclosed to any third party except as necessary to enforce or challenge the award in a court of competent jurisdiction or as otherwise required by law.

22.6 Exceptions to Arbitration. This Section 22 does not apply to: (a) claims for injunctive or other equitable relief to protect Intellectual Property rights or Confidential Information; (b) individual actions brought in small claims court in Adams County, Colorado, within the scope of its jurisdiction; or (c) claims that cannot by law be subject to mandatory arbitration.

22.7 Opt-Out. A User may opt out of this arbitration agreement by providing written notice to Starlight Secure within thirty (30) days of first accepting this Agreement. The opt-out notice must include the User's name, Account email address, and a clear statement of the intent to opt out. If a User opts out, neither Party shall be required to arbitrate any Dispute, and the Dispute shall be resolved in accordance with the governing law and venue provisions of this Agreement.

22.8 Severability. If any part of this Section 22 is found to be invalid or unenforceable, the remainder shall remain in full force and effect. However, if the class action waiver in Section 23 is determined to be unenforceable as to all or part of a Dispute, then this entire Section 22 shall be null and void, and such Dispute shall be resolved exclusively in court.

23. Class Action Waiver

23.1 To the maximum extent permitted by applicable Law, the Parties agree that any Dispute arising out of or relating to this Agreement or the use of the Platform shall be resolved solely on an individual basis. Neither Party shall have the right to bring, join, or participate in any class, collective, consolidated, private attorney general, or representative action against the other Party, whether in arbitration, court, or any other forum.

23.2 The arbitrator or court shall have no authority to consolidate or join the claims of multiple parties, or to otherwise preside over any form of class, consolidated, representative, collective, or private attorney general proceeding.

23.3 This Section 23 is an essential and non-severable part of the agreement to arbitrate. If any portion of this Section 23 is found to be invalid or unenforceable as to all or part of a Dispute, then the entirety of Section 22 (Dispute Resolution and Binding Arbitration) shall be null and void with respect to that Dispute, and such Dispute shall be resolved exclusively in a court of competent jurisdiction in accordance with Section 24 (Governing Law and Venue).

24. Governing Law and Venue

24.1 This Agreement and any Dispute arising out of or relating to this Agreement or the use of the Platform shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

24.2 Subject to the dispute resolution and arbitration provisions in Section 22, each Party irrevocably submits to the exclusive personal jurisdiction of the state courts located in Adams County, Colorado, and the United States District Court for the District of Colorado, for the resolution of any lawsuit or proceeding arising out of or relating to this Agreement. Each Party irrevocably waives any objection it may now or hereafter have to the venue of any such action, including any claim of improper venue, lack of personal jurisdiction, or forum non conveniens, and consents to service of process in any manner permitted by Colorado law.

24.3 Nothing in this Section 24 shall preclude either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or from seeking to enforce an arbitration award in any court of competent jurisdiction.

25. Regulatory and Law Enforcement Cooperation

25.1 Starlight Secure reserves the right to comply with and cooperate with any valid Law Enforcement Request, including subpoenas, court orders, warrants, regulatory demands, or other lawful process issued by any governmental, law enforcement, or regulatory authority (collectively, "Authoritative Bodies"), without liability to the User.

25.2 Upon receipt of a Law Enforcement Request, or where Starlight Secure reasonably believes records may be relevant to an active investigation or suspected Prohibited Conduct, Starlight Secure may preserve, retain, and prevent the deletion of User Content, Audit Logs, Personal Data, or other records, even after Account termination or a deletion request.

25.3 Where legally permitted, Starlight Secure may use reasonable efforts to provide the affected User with prior notice of a disclosure. However, Starlight Secure may disclose information without notice if notice is prohibited by Law, would compromise an investigation, or if disclosure is necessary to address an emergency involving imminent danger of death, serious physical injury, child exploitation, human trafficking, or other severe illegal activity.

25.4 Users acknowledge and agree that Starlight Secure may cooperate with federal, state, and local regulatory authorities, including the Colorado Attorney General under the CPA and authorities enforcing federal record-keeping laws (including 18 U.S.C. § 2257). Starlight Secure may disclose relevant records and information in connection with such regulatory matters to the extent required by applicable Law.

25.5 Starlight Secure has no obligation to monitor User activities, nor any duty to contest, challenge, or seek to limit any Law Enforcement Request. Starlight Secure's good-faith compliance with any such request or regulatory inquiry shall be made in its sole discretion, shall not create any liability to any User or third party, and the User shall indemnify and hold Starlight Secure harmless from any claims arising out of such compliance.

26. Force Majeure

26.1 Except for any obligation to pay Fees, neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by a Force Majeure event. The affected Party shall give prompt written notice to the other Party of the nature and expected duration of the Force Majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

26.2 If a Force Majeure event prevents or materially delays performance for a continuous period of more than thirty (30) days, either Party may terminate this Agreement upon written notice without further liability, except for Fees accrued prior to the event. During any suspension of performance caused by Force Majeure, Starlight Secure may suspend access to the Platform without liability if it is unable to maintain the Platform's operation or security.

27. Modifications to Terms and Services

27.1 Right to Modify and Notice. Starlight Secure reserves the right, at its sole discretion, to modify or update this Agreement at any time. For material changes, Starlight Secure will provide at least thirty (30) days' prior notice to Users via the email address associated with the Account or by posting a prominent notice on the Platform. Changes required to comply with applicable Law, address security or fraud risks, or implement new features may take effect immediately upon notice.

27.2 Material Changes and Acceptance. Material changes include, but are not limited to, modifications to fee structures, dispute resolution (Section 22), limitation of liability (Section 21), or data privacy and biometric data provisions (Sections 14 and 15). Starlight Secure may require You to affirmatively accept updated terms. Otherwise, Your continued access to or use of the Platform after the effective date of any modification constitutes Your binding acceptance of the revised Agreement.

27.3 Remedy and Prospective Application. If You do not agree to the modified terms, You must immediately cease using the Platform and terminate Your Account in accordance with Section 17.3. To ensure compliance with applicable Law, any modified terms will apply prospectively and will only govern Disputes arising after the effective date of the modification.

27.4 Platform Modifications. Starlight Secure may modify, suspend, or discontinue any feature, functionality, or aspect of the Platform (including APIs or Subscription Tiers) at any time. Such operational changes do not constitute a modification of this Agreement and shall take effect immediately without liability.

28. Miscellaneous Provisions

28.1 Entire Agreement. This Agreement, together with the Privacy Policy and any other documents, exhibits, or schedules incorporated by reference, constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous proposals, agreements, representations, and understandings, whether written or oral.

28.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions of this Agreement shall remain in full force and effect.

28.3 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party to be effective. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

28.4 Assignment. Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party, except that Starlight Secure may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

28.5 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Starlight Secure is not an employer, joint employer, talent agency, or labor organization with respect to any User. Users are solely responsible for their own operations, employment practices, and compliance with Law.

28.6 No Third-Party Beneficiaries. Except as otherwise expressly provided herein (including any Indemnified Parties under Section 19), this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and does not confer any legal or equitable rights, benefits, or remedies upon any third party.

28.7 Notices. All notices under this Agreement must be in writing. Notices to Starlight Secure must be sent to: Starlight Secure LLC, Email: support@starlightsecure.com. Notices to Users will be sent to the email address associated with their Account. Notices are deemed given: (a) when delivered personally; (b) when received if sent by a nationally recognized overnight courier; (c) on the date sent by email; or (d) three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid.

28.8 Electronic Communications and Consent. By using the Platform, You consent to receive electronic communications from Starlight Secure. You agree that all electronic agreements, notices, disclosures, and other communications satisfy any legal requirement that such communications be in writing.

28.9 Interpretation. Headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa. The words "include," "includes," and "including" mean "including without limitation." This Agreement shall be construed according to its fair meaning, and any rule requiring construction against the drafting Party is waived.

28.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. An electronic signature or electronic copy of this Agreement shall have the same legal effect as a physical ink signature.

28.11 Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all rights and remedies provided herein or by Law are cumulative, and the exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.

28.12 Survival. The provisions of this Agreement which by their nature should survive termination or expiration shall so survive, including but not limited to the sections specified in Section 17.4.