Terms of Service

Starling Memory Works, Inc. (“Starling,” “we,” “us”) is a Delaware corporation headquartered in Princeton, New Jersey. We operate Starling MX (the “Platform”).

By creating an account you agree to these Terms. You accept them by checking the box or clicking the button indicating your agreement when you sign up; if you don’t agree, don’t use the Platform. If you’re agreeing on behalf of an organization, you represent that you have authority to bind it, and “you” means that organization.

Starling structures your organization’s knowledge into governed memory that AI systems can read from and write to. Your memory is stored as plain-text markdown in a repository you choose when you set up your organization: your own Notion workspace, which you connect and control; or a Nest, a repository built for this purpose, which we host on our own infrastructure in the United States or, for Enterprise engagements, in your own cloud. Either way the memory is addressed the same way, is yours, and can be exported at any time.

Starling stores data derived from it (sessions, chat history, usage records, an index of your library, generated documents, and excerpts of what you upload) on our own infrastructure. Our Privacy Policy is specific about each.

The Platform routes your requests to third-party AI models. These come from Anthropic (Claude), which is the primary provider across the Platform; OpenAI, which serves as the automatic fallback for text generation and as the primary provider for realtime voice; and Google (Gemini), for document analysis. We are not an AI model provider and we do not train models.

The Platform is in active beta. That means:

• It is provided as is and as available, without warranties of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
• There is no uptime commitment and no service-level agreement. The Platform may be unavailable, slow, or interrupted.
• Features may change, be delayed, or be removed without notice, including features described in our marketing materials.
• Output may be wrong. Starling produces AI-generated content. You are responsible for reviewing it before relying on it, and you should not rely on it as legal, financial, medical, or professional advice.
• Bugs may cause data loss on our side. If your memory lives in your Notion workspace, it is unaffected by loss on our side, and most of what we hold that is derived from it (generated documents, uploaded source material, and the index of your library) can be regenerated from that workspace; conversation history cannot.
• If your memory lives in a Nest, we hold the authoritative copy. We take backups, but in beta we do not guarantee them.

Export your memory regularly and keep your own copy of anything you cannot afford to lose.

• If you choose Notion as your repository, you need a Notion account. Your relationship with Notion is governed by Notion’s own terms, and we are not responsible for Notion’s service.
• You’re responsible for your account credentials and for activity under your account.
• You must be at least 18 and legally able to enter a contract.
• Each seat is for a single person; don’t share credentials.
• The Platform is currently offered only to users in the United States. By creating an account, you represent that you are accessing and using the Platform from the United States. We are not offering the beta in the European Union, the United Kingdom, or other regions at this time.
• You represent that you are not located in, or a national of or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions, that you are not on any U.S. government restricted-party list, and that you will not use the Platform in violation of U.S. export-control or sanctions laws.

You own your content. Everything you put into Starling (your knowledge, your documents, your organizational memory) remains yours. We claim no ownership of it.

If your memory lives in your Notion workspace, we access it through the connection you authorize, and you can revoke that authorization at any time.

If your memory lives in a Nest, we host it for you: it is encrypted at rest, and for a Nest we host, we hold the key that protects it in escrow on your behalf. For Enterprise engagements, we can deploy your Nest into your own cloud (your AWS), where only you hold the key, under your Enterprise agreement.

You grant us a limited license to access, process, transmit, and display your content solely to provide the Platform to you. That license exists only so the software can function. It ends when you delete your account, and it does not permit us to use your content for any other purpose.

We do not train AI models on your content— there is no training pipeline in our software — and we do not sell it, license it to third parties, or use it to improve models.

Our AI providers do not train on your content under their commercial and API terms. They may retain inputs and outputs for up to 30 days for abuse monitoring and then delete them; some models carry that 30-day retention regardless of plan. We state this as their commitment, which we verify, not as a property of our software.

Feedback. If you send us feedback, suggestions, or ideas about the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or any obligation to you. Feedback is welcome but never required, and you won’t be compensated for it.

The Platform, its software, and its design are ours. Universal Cognitive Architecture (UCA) is published separately at starlingmx.com/free-standard/1.0 under the Creative Commons Attribution 4.0 license and is free to use under that license’s terms. Those terms govern UCA, not this agreement.

Nothing here grants you a license to our trademarks.

Don’t use the Platform to:

• Break the law, or help anyone else break it
• Infringe someone’s intellectual property or privacy
• Upload malware, or attack, probe, or overload our systems
• Reverse engineer the Platform, or scrape it
• Resell or sublicense access without our written agreement
• Upload content you don’t have the right to upload

We may suspend or terminate accounts that violate this section. Where practicable, we’ll give you notice and an opportunity to cure before we do, but we may act immediately where the violation is serious, causes harm, or where the law requires it.

The Platform depends on third parties, including Notion (storage, when you choose it), Amazon Web Services (hosting for Nests), Anthropic, OpenAI, and Google (AI models), Supabase (operational data), Vercel (hosting), Resend (email), Firecrawl (web retrieval when you ask Starling to read a site), and Stripe (payments). Their availability, terms, and pricing are outside our control. If one of them changes or fails, the Platform may be affected, and we are not liable for that.

Our current list of subprocessors is in our Privacy Policy.

• One seat is paid: the Owner’s. Pricing is $99 per month for the Owner’s seat, billed in advance. Other members of your organization are not charged a seat fee.
• AI usage is metered. Everyday work is included with the seat as a monthly allowance. Usage beyond it — the work of turning documents into memory and memory into documents — is priced at the provider’s cost plus a margin we state in the Platform, metered by the model used and shown to you as you go. You are billed only for model work behind output you receive; failed generations and retries are not billed.
• Usage beyond the allowance is paid from a credit balance. You may purchase credits in advance, and where your account is set to allow it, usage beyond your balance accrues and is charged with your next monthly bill; otherwise AI features pause until you add credits. With no active subscription, AI features are unavailable until you subscribe.
• Trials. Where we offer a free trial, its length is stated in the invitation. A payment method is required to start it, you are not charged during it, and your subscription begins at the end of the trial unless you cancel before then. Other promotions are governed by the specific terms presented with them, which control if they conflict with this section.
• Your subscription automatically renews each month at the then-current price until you cancel, and by subscribing you authorize us, through Stripe, to charge your payment method on a recurring monthly basis. To avoid being charged for the next month, cancel before your renewal date; you can cancel at any time from the billing settings in the Platform, and cancellation takes effect at the end of the current paid period.
• Payment is processed by Stripe. We don’t store your card details.
• We do not provide refunds for partial months. When you cancel, you keep access through the end of the period you’ve paid for.
• We may change pricing with 30 days’ notice. If you don’t accept the change, cancel before it takes effect.
• You’re responsible for applicable taxes.

Your memory remains yours.

If it lives in your Notion workspace, cancelling, deleting your account, or revoking our access leaves it untouched: it remains in your Notion, in plain-text markdown, and there is nothing to export from us, because we never held the authoritative copy.

If it lives in a Nest, we hold the authoritative copy, and you can export it at any time from the Platform as a plain archive that opens without Starling — every memory, at its address, in plain-text markdown. When you delete your organization, we keep your Nest for 30 days so that you can still export it; after 30 days it is deleted permanently and cannot be recovered.

In both cases we delete the data we derive at once. When you delete your organization, we permanently delete your organization and account records, sessions and chat history, the memory index and its version history, the documents Starling generated for you, the source material you uploaded, folders and permissions, notifications, usage and billing records, and our event and audit logs. Deletion takes effect immediately and cannot be undone.

We retain limited records where required. These are records the law or our service providers require us to keep, for example payment and invoice records held by our payment processor, and security and system logs used to protect the Platform. We keep them only as long as those purposes require.

We may retain anonymized, aggregated usage data that cannot identify you or your organization.

To delete your organization, use Settings in the Platform. To delete an individual account, email support@starlingmx.com.

We may suspend or terminate your account for violation of these Terms, non-payment, or if we discontinue the Platform. If we discontinue the Platform, we’ll give you reasonable notice and, if your memory lives in a Nest, time to export it. Your memory remains yours either way.

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or business opportunity.
• Our total aggregate liability for any claim arising out of or relating to these Terms or the Platform is limited to the amount you paid us in the twelve months preceding the claim, or $100, whichever is greater.
• These limits apply regardless of the theory of liability, and even if we were advised of the possibility of the damages.

Nothing in this section limits liability that cannot be limited under applicable law, including liability for our own fraud, gross negligence, or willful misconduct, or any liability to a consumer that applicable law makes non-waivable. If a limitation in this section is not permitted for you, it applies to the fullest extent the law allows, and the remaining limitations still apply.

You will defend and indemnify us against third-party claims to the extent they arise from your content, your use of the Platform in violation of these Terms, or your violation of law. We will notify you of the claim, let you control the defense with our reasonable cooperation, and not settle a claim in a way that admits your fault or imposes obligations on you without your consent. This is the only indemnity either of us owes the other.

We may update these Terms. If we make a material change, we’ll notify you by email or in the Platform at least 30 days before it takes effect. Continuing to use the Platform after that means you accept the change.

• We’ll try to resolve things informally first. Before starting an arbitration, email us at support@starlingmx.com describing the dispute, and give us 30 days to try to resolve it.
• Binding arbitration. If we can’t resolve it, you and Starling agree that any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in New Jersey (or by videoconference, at your election). The Federal Arbitration Act governs the interpretation and enforcement of this section.
• What this means: you are giving up rights. By agreeing to arbitration, you and Starling each waive the right to sue in court and the right to a trial by jury, and instead have disputes resolved by a neutral arbitrator. You also waive the right to have any dispute heard as a class, collective, or representative action. Arbitration procedures are more limited than court; an arbitrator can award the same individual relief a court could, and the award may be entered as a judgment in any court of competent jurisdiction.
• Class-action waiver. Disputes will be brought only in your or our individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one person’s claims. If this class-action waiver is found unenforceable, the rest of this arbitration provision is void, but the governing-law and venue terms of this Section 15 survive.
• Mass arbitration. If 25 or more similar demands for arbitration are filed against Starling by or with the coordination of the same or coordinated counsel, those arbitrations will be administered under JAMS’s Mass Arbitration Procedures and fee schedule then in effect, which you and Starling agree to follow.
• Small claims and carve-outs. Either of us may bring an individual claim in small-claims court if it qualifies, and either of us may seek injunctive relief in court to protect intellectual property or stop unauthorized access. Nothing here waives any right a New Jersey consumer has that cannot be waived by contract.
• Opt out. You can opt out of this arbitration agreement by emailing support@starlingmx.com within 30 days of first accepting these Terms. If you opt out, the state and federal courts located in New Jersey will have exclusive jurisdiction, and you and Starling consent to their jurisdiction and venue.

• Entire agreement. These Terms plus the Privacy Policy are the whole agreement between us.
• Severability. If a provision of these Terms is held unenforceable, it will be limited or reformed to the minimum extent necessary to make it enforceable, and the remaining provisions will stay in full effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You can’t assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control, including outages of Notion, an AI provider, or our hosting, natural disasters, or government action.
• Electronic communications. You consent to receive notices and communications from us electronically, by email or in the Platform, and agree that they satisfy any legal requirement that a communication be in writing.
• New Jersey residents. If you are a consumer who resides in New Jersey, then to the extent (and only to the extent) any of the following would be unenforceable under New Jersey law, it does not apply to you and does not limit any right or remedy New Jersey law gives you: (a) Section 12 (Limitation of Liability); (b) Section 13 (Indemnity); and (c) the choice of New Jersey law and the dispute provisions in Section 15, to the extent they would deprive you of a protection of New Jersey consumer law. No other provision of these Terms limits, waives, or disclaims any right that New Jersey law makes non-waivable.
• Survival. Sections 5, 6, 10, 12, 13, 15, and this Section 16 survive termination.