Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and StarCent AI Technologies Private Limited ("StarCent", "we", "us", or "our"), governing your access to and use of the StarCent platform, website, and all associated services (collectively, the "Platform").

These Terms apply to all users of the Platform, including talent (celebrities and public figures), their authorised representatives, and brand partners. Where specific provisions apply to a particular user type, they are identified clearly.

Definitions

• Platform — the StarCent website, dashboard, APIs, and all related services operated by StarCent AI Technologies Private Limited
• Talent — a celebrity, public figure, or other individual whose likeness is managed, protected, or licensed through the Platform
• Representative — an authorised manager, agent, publicist, or legal representative acting on behalf of Talent
• Brand Partner — a company, agency, or individual that accesses the Platform to identify, engage, or license Talent for campaigns
• Likeness — a Talent's name, image, face, voice, signature, biographical information, and any AI-generated digital avatar derived therefrom
• Verified Avatar — a consented, legally-structured AI-generated digital representation of a Talent, created and managed by StarCent
• Campaign — a licensed commercial use of a Talent's Verified Avatar by a Brand Partner, governed by a separate Licence Agreement
• Licence Agreement — a bespoke commercial agreement between StarCent, the Talent (or their Representative), and a Brand Partner setting out the specific terms of a Campaign

Eligibility

You must be at least 18 years of age to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old and that your use of the Platform does not violate any applicable law or regulation.

If you are accessing the Platform on behalf of a company or other legal entity, you represent that you are authorised to accept these Terms on behalf of that entity and to bind it to these Terms.

StarCent reserves the right to refuse access to the Platform to any person or entity at its sole discretion.

Platform Access

Account registration

Access to certain features of the Platform requires registration of an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

Account security

You must notify StarCent immediately at hello@starcent.ai if you become aware of any unauthorised use of your account or any other breach of security. StarCent is not liable for any loss or damage arising from your failure to comply with this obligation.

Access restrictions

StarCent may, at any time and without notice, modify, suspend, or discontinue the Platform or any part thereof. We may also restrict access to parts of the Platform to registered users only. StarCent is not liable to you or any third party for any modification, suspension, or discontinuation of the Platform.

Talent & Representatives

Onboarding and consent

Talent onboarding requires the execution of a separate Likeness & Rights Agreement. This agreement governs the specific scope of consent granted, what can be produced, and the commercial terms. No Verified Avatar will be created and no Likeness will be licensed until this agreement is fully executed.

Accuracy of information

Representatives signing up on behalf of Talent warrant that they have full legal authority to do so. Providing false or misleading information about authority to represent a Talent is a material breach of these Terms and may result in immediate account termination and legal action.

Ongoing consent

Consent is not irrevocable. Talent may withdraw consent from specific campaign types, channels, or all uses at any time by notifying StarCent in writing. Upon receipt of a withdrawal notice, StarCent will work to suspend affected campaigns within the shortest commercially practicable timeframe, subject to any pre-existing commitments made to Brand Partners.

Dashboard and transparency

Talent and their Representatives have access to a real-time dashboard showing all active licences, campaign usage, and associated payments. StarCent commits to maintaining this transparency as a core feature of the Platform.

Protection services

StarCent provides continuous web scanning and takedown services to identify and address unauthorised use of Talent Likeness. While we make commercially reasonable efforts to detect and act on infringements, we cannot guarantee detection of all unauthorised uses, and our scanning services do not constitute legal advice or a guarantee of enforcement outcomes.

Brand Partners

Licence requirement

All use of Talent Likeness by Brand Partners requires a fully executed Licence Agreement. Using, reproducing, distributing, or displaying any StarCent-generated content featuring a Talent's Likeness without a valid Licence Agreement is strictly prohibited and constitutes infringement of intellectual property rights.

Campaign limits

All campaigns are strictly limited to the channels, geographies, languages, durations, and use cases specified in the applicable Licence Agreement. Brand Partners may not use campaign assets beyond these agreed parameters without obtaining a written extension from StarCent.

Brand safety obligations

Brand Partners warrant that all campaigns using Talent Likeness comply with applicable advertising standards, do not make false or misleading claims, and do not associate the Talent with products, services, causes, or content that would damage the Talent's reputation or that fall within any categories explicitly excluded in the Licence Agreement.

Asset handling

Campaign assets provided by StarCent may not be modified, sub-licensed, resold, or transferred to any third party without StarCent's prior written consent. Upon expiry of a Licence Agreement, Brand Partners must promptly delete or destroy all copies of campaign assets.

Performance reporting

Brand Partners agree to provide StarCent with accurate campaign performance data as required under their Licence Agreement, including reach, impressions, and post counts, to enable proper usage metering and Talent compensation.

Likeness & Intellectual Property Rights

Ownership of Likeness

Each Talent retains full ownership of their Likeness at all times. StarCent does not claim ownership of any Talent's name, image, face, voice, or biography. StarCent acts as a licensed service provider and rights manager, not as an owner of Talent intellectual property.

StarCent platform IP

The Platform, including all software, algorithms, processes, user interfaces, and documentation, is the exclusive property of StarCent AI Technologies Private Limited and is protected by applicable intellectual property laws. You may not copy, modify, distribute, reverse-engineer, or create derivative works from any part of the Platform without our express written permission.

Verified Avatar ownership

Verified Avatars — the AI-generated digital representations created by StarCent — are jointly owned by StarCent and the applicable Talent, as specified in the Likeness & Rights Agreement. No Verified Avatar may be used, reproduced, or distributed except as expressly permitted under a valid Licence Agreement.

User content

By submitting content to the Platform (including campaign briefs, reference materials, and feedback), you grant StarCent a non-exclusive, royalty-free, worldwide licence to use, reproduce, and process such content solely for the purpose of providing the Platform's services. You retain ownership of your content.

Prohibited Uses

You agree not to use the Platform to:

• Create, distribute, or use any AI-generated content featuring a Talent without a valid Licence Agreement
• Impersonate any Talent, person, or entity, or misrepresent your identity or authority
• Use any Talent's Likeness to promote content that is defamatory, obscene, illegal, or otherwise harmful
• Use Talent Likeness to promote alcohol, tobacco, gambling, cryptocurrency, adult content, weapons, political campaigns, or any other category excluded under the applicable Licence Agreement
• Attempt to circumvent, disable, or interfere with any security feature of the Platform
• Scrape, harvest, or systematically extract data from the Platform without express written permission
• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
• Resell or sub-license access to the Platform or any campaign assets to third parties without authorisation
• Reverse-engineer, decompile, or attempt to extract source code from the Platform
• Engage in any conduct that restricts or inhibits any other user's use or enjoyment of the Platform

Violation of these prohibitions may result in immediate account termination and may expose you to civil and criminal liability.

Payments & Fees

Commercial terms

The specific fees payable by Brand Partners for the use of Talent Likeness — including licence fees, usage-based charges, and reach-based fees — are set out in the applicable Licence Agreement. These Terms govern the general framework; the Licence Agreement governs the specific commercial terms.

Payment obligations

Brand Partners agree to pay all fees in accordance with the payment terms set out in their Licence Agreement. Late payments may incur interest at the rate specified in the Licence Agreement, or if not specified, at the statutory rate applicable in the jurisdiction of the Brand Partner.

Talent payments

StarCent will distribute Talent compensation in accordance with the terms of each Talent's Likeness & Rights Agreement. Payment timelines and methods are specified in that agreement. StarCent maintains full transparency on all revenue attributable to each Talent through the real-time dashboard.

Refunds

Fees paid for executed campaigns are generally non-refundable. Refund requests arising from platform failures or material breaches by StarCent will be considered on a case-by-case basis. Contact hello@starcent.ai to raise a refund request.

Confidentiality

In the course of using the Platform, you may have access to non-public, proprietary, or confidential information belonging to StarCent, Talent, or other users ("Confidential Information"). You agree to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purpose for which it was disclosed
• Apply at minimum the same level of protection you would apply to your own confidential information, and in no event less than reasonable care

This obligation of confidentiality survives termination of your account or these Terms for a period of 3 years, except with respect to trade secrets, for which it survives indefinitely.

Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

StarCent does not warrant that:

• The Platform will be uninterrupted, error-free, or secure
• Any results obtained from use of the Platform will be accurate or reliable
• All unauthorised uses of Talent Likeness will be detected or successfully removed
• The Platform will meet your specific requirements or expectations

Some jurisdictions do not allow the exclusion of certain warranties. To the extent prohibited by applicable law, some of the above exclusions may not apply to you.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARCENT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

IN NO EVENT SHALL STARCENT'S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO STARCENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ₹10,000 (TEN THOUSAND INDIAN RUPEES).

These limitations apply regardless of the theory of liability (contract, tort, negligence, or otherwise) and even if StarCent has been advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend, and hold harmless StarCent and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Platform in violation of these Terms
• Your breach of any representation, warranty, or obligation under these Terms
• Your infringement of any third-party intellectual property, privacy, or publicity rights
• Any content you submit to the Platform
• Your use of campaign assets beyond the scope of any Licence Agreement

Termination

Termination by you

You may close your account at any time by contacting hello@starcent.ai. Closing your account does not automatically terminate any active Licence Agreements or ongoing obligations.

Termination by StarCent

StarCent may suspend or terminate your access to the Platform at any time, with or without notice, for any reason including but not limited to: breach of these Terms, fraudulent or illegal activity, non-payment of fees, or conduct harmful to other users, Talent, or StarCent.

Effect of termination

Upon termination: your right to access the Platform ceases immediately; any outstanding payment obligations remain due; provisions of these Terms that by their nature should survive termination (including confidentiality, IP rights, disclaimers, limitation of liability, and indemnification) will continue in full force.

Governing Law & Disputes

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

Any dispute arising out of or in connection with these Terms or the Platform shall first be attempted to be resolved through good-faith negotiation between the parties. If not resolved within 30 days, the dispute shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The seat of arbitration shall be Mumbai, India. The language of arbitration shall be English.

Nothing in this clause prevents either party from seeking interim injunctive or other equitable relief from a court of competent jurisdiction.

Changes to These Terms

StarCent reserves the right to modify these Terms at any time. When we make material changes, we will notify you by email (if you have an account) and update the "Last updated" date at the top of this page. Changes will be effective from the date of posting unless a later date is specified.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

Contact

If you have any questions about these Terms, please contact us:

• Email: hello@starcent.ai
• Legal: legal@starcent.ai
• Address: StarCent AI Technologies Private Limited, India