Last Updated: October 25, 2023
Hello and welcome! These Terms of Service are an agreement formed between you and Charstar LLC. They cover the website available at Charstar (the “Website”), and the Charstar mobile application (the “App”). In these Terms we'll sometimes refer to Charstar LLC as “Charstar,” “Company,” “we,” or “us.” We'll refer to our Website and App, together with any content, tools, features and functionality offered on or through them, as the “Services.”
These Terms govern your access to and use of the Services. Please read them carefully, as they include important information about your legal rights. By accessing or using the Services, you're agreeing to these Terms. If you don't understand or agree to these Terms, please don't use the Services.
In these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.
NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. By agreeing to these Terms, you agree to resolve all disputes with us through binding individual arbitration. That means you also waive any right to have those disputes decided by a judge or jury, and you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt out of arbitration as explained below.
Your Registration Obligations. When you register to use the Services, you agree to provide accurate and complete information about yourself. If you are under 13 years old OR if you are an EU citizen or resident under 16 years old, do not sign up for the Services - you are not authorized to use them.
Member Account, Password and Security. You are responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your password or account. You agree to immediately notify Charstar of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session when accessing the Services. Charstar will not be liable for any loss or damage arising from your failure to comply with this paragraph.
General Practices Regarding Use and Storage. You acknowledge that Charstar may establish general practices and limits concerning use of the Services. These may include, without limitation, the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Charstar's servers on your behalf. You agree that Charstar has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Charstar reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Charstar reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Email Notifications. You consent to receive notifications from us electronically to the e-mail address you provide to us. These notifications may be about your account, changes to our service, or other updates or marketing relating to our platform.
User Conduct. In addition to agreeing to comply with our Community Guidelines, which are incorporated herein, you agree to comply with the following conditions in using the Services.
You are solely responsible for all Content you submit to the Services. (When we say “Content you submit” and similar terms, we mean anything you seek to post, transmit, or share, including but not limited to text, images, sounds, video, graphics, information, or other data.) Your use of the Services may be subject to license and use restrictions set forth in the CreativeML Open RAIL-M License. You agree not to submit any Content that:
You likewise agree not to do any of the following in connection with your use of the Services:
To the extent Charstar chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services:
We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include, without limitation, removing Content from the Services, suspending or terminating your account, and reporting you to law enforcement.
Content You Submit. When you submit Content to the Services, you represent and warrant that you own all right, title and interest in and to that Content (including, without limitation, all copyrights and rights of publicity), or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Services for the uses contemplated in these Terms.
When you submit such Content, you retain whatever ownership rights in that Content you had to begin with. You grant Charstar, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, modify, exploit, commercialize and otherwise use the Content for any Charstar-related purpose in any form, medium or technology now known or later developed, including without limitation to operate, improve and provide the Services. You agree that these rights and licenses include a right for Charstar to make the Content available to, and pass these rights along to, others with whom we have contractual relationships, and to otherwise permit access to or disclose the Content to third parties if we determine such access is or may be necessary or appropriate.
While we're not required to do so, we may access, review, screen, edit, modify and delete your Content at any time and for any reason, including to provide and develop the Services or if we think the Content violates these Terms or any applicable laws.
Characters & Generations. When you create an automated AI character ("Character") using the Services in accordance with these Terms, then as between you and Charstar, you own all rights in that Character. As between you and Charstar, you also own any text, images, audio, or video the Character generates ("Generations") that are elicited by you. You grant Charstar, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Character and all Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users' ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform.
When you interact with a Character created by Charstar or created by another user who utilized the Services in accordance with the then-applicable Terms, then you own Generations that are elicited by you from such Character (but not the Character itself or other Generations or other Content, all of which will remain owned by Charstar or the other third-party owner(s) thereof, as applicable). You grant Charstar, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users' ability to interact with the Character and elicit Generations, and (ii) promoting the Services on- or off-platform.
Services Content, Software and Trademarks. You acknowledge and agree that the Services may contain content or features protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or content on the Services other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us.
The Charstar name and logos are trademarks of Charstar (collectively the “Charstar Trademarks”). Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Charstar. Nothing in these Terms or the Services should be construed as granting any license or right to use any of Charstar Trademarks without our prior written permission in each instance. All goodwill generated from the use of Charstar Trademarks will inure to our exclusive benefit.
Third Party Material. Under no circumstances will Charstar be liable for any content or materials of any third parties, including Characters created by third parties and any resulting Generations. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, and any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content and that AI-generated chats, by their nature, are unpredictable and may produce Generations that are inaccurate or offensive. You agree that you must evaluate, and bear all risks associated with, the use of any Content or Generations. You should not rely on the accuracy or completeness of statements made in Content or Generations, and if you do so, you acknowledge that it is at your own risk.
You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse or remove any content (including Content, Characters and Generations) that is available via the Services. Without limiting the foregoing, we have the right to remove any content that violates these Terms or is deemed otherwise objectionable by us, in our sole discretion.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services provided by you to Charstar are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you.
You acknowledge and agree that we may preserve content and metadata in compliance with applicable law and our Privacy Policy. You acknowledge and agree that we may disclose content and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Charstar, its users and the public.
Charstar respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Charstar of your infringement claim in accordance with the procedure set forth below.
DMCA Notices. Charstar will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A written notification of claimed copyright infringement should be mailed to:
Charstar LLC
5203 Juan Tabo Boulevard Northeast Suite 2B
Albuquerque, NM 87111
You can also submit a DMCA request via email (founder@charstar.ai)
To be effective, the notification must be in writing and contain the following information:
Counter-Notices. If you believe that your Content was removed or disabled due to a DMCA notice, and you believe the Content is not infringing, you may send us a written counter-notice containing the following information:
If we receive a counter-notice, we will send a copy of the counter-notice to the original complaining party informing them that we will restore the removed/disabled content within 14 business days unless the original complaining party tells us they have filed a court action relating to the Content.
Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Charstar has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. Charstar may also at its sole discretion limit access to the Services or terminate the registrations of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Services or third parties may provide links or other access to other sites and resources on the Internet or to third-party applications. Charstar has no control over such sites, resources or applications and Charstar is not responsible for and does not endorse them. You acknowledge and agree that Charstar will not be responsible or liable, directly or indirectly, for any damage or loss caused by reliance on any content, events, goods or services available on or through any such sites, resources or applications. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that Charstar is not liable for any loss or claim that you may have against any such third party.
You agree to release, indemnify and hold Charstar and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, and expenses of any kind arising out of or relating to your use of the Services. Without limiting the foregoing, the release and indemnification described above includes reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services.
If you are a California resident, you waive California Civil Code Section 1542, which says:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Your use of the Services is at your sole risk. The site is provided on an “AS IS” and “AS AVAILABLE” basis. Charstar expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Charstar makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Services will be accurate or reliable.
You understand and agree that Charstar will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or damages for loss of profits including but not limited to damages for loss of goodwill, use, data or other intangible losses (even if Charstar has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the Services; (ii) your access, use, creation of, or interaction with any Content, Character or Generations; (iii) your sharing with any third party of any Content, Character or Generations; (iv) unauthorized access to or alteration of your transmissions or data; (v) statements or conduct of any third party (including users) on the Services; or (vi) any other matter relating to the Services. In no event will Charstar's total liability to you for all damages, losses or causes of action exceed the greater of: (i) $100; or (ii) the amount you paid Charstar (if any) in connection with your use of the Services.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. If you are dissatisfied with any portion of the site or with these terms of use, your sole and exclusive remedy is to discontinue use of the Services.
This section affects your rights so please read it carefully.
Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section of the Terms is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Charstar, whether arising out of or relating to these Terms (including any alleged breach thereof), the Website or Services, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Charstar are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief. You and Charstar agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Charstar agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claims.
Pre-Arbitration Dispute Resolution. Charstar is always interested in resolving disputes amicably and fairly, and so if you have concerns, we strongly encourage you to first contact us about them at founder@charstar.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Charstar should be sent to: Charstar LLC. 5203 Juan Tabo Boulevard Northeast, Suite 2B, Albuquerque, NM 87111 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Charstar and you do not resolve the claim within 60 calendar days after the Notice is received, you or Charstar may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Charstar or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Charstar is entitled.
Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with JAMS' Streamlined Arbitration Rules and Procedures (collectively, the “JAMS Rules”), as modified by this Arbitration Agreement. For information on JAMS, please visit its website, https://www.jamsadr.com. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Charstar and you agree otherwise, any arbitration hearings will take place in San Francisco, CA. If the parties are unable to agree on a location, the determination shall be made by JAMS. If your claim is for $10,000 or less, Charstar agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video conference hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.
Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Charstar agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Charstar written notice within thirty 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
You agree that Charstar, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Charstar believes that you have violated or acted inconsistently with the letter or spirit of these Terms.
Charstar may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Charstar may (but has no obligation to) immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Termination of your account or access to any component of the Services will not terminate Charstar's rights to your Content. Further, you agree that Charstar will not be liable to you or any third party for any termination of your access to the Services.
Entire Agreement. These Terms constitute the entire agreement between you and Charstar and govern your use of our Services, superseding any prior agreements between you and Charstar with respect to the Services.
Choice of Law, Jurisdiction, Venue. These Terms are governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Charstar agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California.
Severance. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
No Waiver. Any failure of Charstar to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.
Expiration of Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.
Assignment. You may not assign these Terms without the prior written consent of Charstar, but Charstar may assign or transfer these Terms, in whole or in part, without restriction.
Notice. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than 14 days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms.
If you have any questions about our Services, or to report any violations of these Terms, please contact us at founder@charstar.ai.