Stellar Reviews Service Agreement

March 11, 2025

SERVICES. Stellar will provide services to you as set forth in a statement of work (each a “SOW”). In the event of any conflict between the terms of this Agreement and the terms of any SOW, the terms of the Agreement will control.

PAYMENT. As compensation for Stellar’s performance of the Services, Client will pay the fees specified in each applicable SOW (the “Fees”).  All Fees owed by Client in connection with this Agreement are exclusive of, and Client shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Client in connection with this Agreement, except for taxes based on Stellar’s net income.  Stellar will invoice Client as set forth in each applicable SOW, and payment will be due thirty (30) days after receipt of invoice.  Payments shall be paid to the Company by check, bank transfer, or wire transfer.  Any fees associated with such payment method are to be paid by Client.  Without limiting Stellar’s other remedies, if any payment owed by Client is unpaid more than 30 days from the invoice date, Stellar may (1) add late fees of the lesser of (a) 1.5% per month to the amount due and (b) the highest rate allowed by law, (2) accelerate Client’s fee obligations for the remaining term of this Agreement so that all such fees become immediately due and payable, and (3) suspend services to Client until such amounts are paid in full.  Client agrees to reimburse Stellar for all expenses, costs, commissions and fees incurred by Stellar (including reasonable legal fees) in pursuing collection of such overdue payment.

LICENSES, INTELLECTUAL PROPERTY, AND PRIVACY.

License from Client. Client represents and warrants that it is the owner of all rights, title, and interest in and to the Client name, trademarks, and logos (the “Client Marks”), products, images, other content, in any media and format, made available to Stellar or any member of Stellar’s Panel for use in relation to the Services (the “Client Content”). Client hereby grants Stellar a non-exclusive royalty-free license to use the Client Content for purposes of fulfilling its obligations under this Agreement. Client further grants Stellar a non-exclusive, royalty-free license to use Client’s name and logo on its client list and related marketing materials.

License from Stellar.  Stellar is the owner of all rights, title, and interest in any data or information that: (i) is provided by or on behalf of Stellar to Client, (ii) is collected by Stellar through the provision of Services, or (iii) is derived from any of the foregoing, even if such information is aggregated or anonymized (the “Stellar Data”). “PII” means any information that, by itself or in combination with any information, can be used to identify, contact, or locate an individual. Subject to Client’s compliance with the terms of this Agreement, Stellar hereby grants Client a non-exclusive, royalty-free license to use the Stellar Data provided under this Agreement.. Notwithstanding the foregoing, Client agrees that it will not make publicly available: (i) any PII contained in the Stellar Data, nor (ii) any other Confidential Information provided by or on behalf of Stellar to Client as part of the Stellar Data (collectively the “Confidential Stellar Data”), and such Confidential Stellar Data will be used solely for Client’s internal business purposes.

Privacy Obligations. Each party shall act as an independent controller with respect to any PII contained in the Stellar Data that is processed by such party, and each party is solely responsible for compliance with applicable law, including data protection law,  with respect to its own processing of PII in the Stellar Data in connection with the Agreement.  Notwithstanding the foregoing, Client agrees to use Stellar Data only as permitted under this Agreement and in compliance with applicable laws, including those pertaining to privacy and data protection.   If a party receives any request by a data subject to exercise rights under applicable law with respect to the Stellar Data within the other party’s possession or control, or a complaint related to the processing of such data, the parties will reasonably cooperate to address the situation promptly and in compliance with applicable law. Each party has the right to take reasonable steps to stop and remediate any use of PII provided to the other party that is inconsistent with applicable law, or the MSA. Each party shall implement and maintain appropriate technical, physical, administrative and organizational measures against theft, unauthorized or unlawful acquisition, access, or processing of or accidental loss, destruction, alteration, or damage to PII, as well as any other minimum security requirements set forth in applicable law.  Each party shall comply with applicable data breach obligations for PII within its possession or control.   To the extent the Stellar Data contains PII regarding a European Union (“EU”) or United Kingdom (“UK”) resident that is transferred to Client outside of the EU or UK, respectively, the parties agree that module 1 of the European standard contractual clauses, available here http://data.europa.eu/eli/dec_impl/2021/914/oj and, for UK PII, the UK transfer addendum available here https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, are each incorporated by reference and  shall apply.

CONFIDENTIAL INFORMATION. Each party acknowledges that the other may, during the Term of this Agreement, have access to and acquire knowledge, materials, data and other information concerning the operation, business plans, and/or products of the other party that may not be known to the general public, including but not limited to any PII provided by or on behalf of Stellar to Client hereunder (“Confidential Information”). Confidential Information does not include information that is (i) known by the receiving party at the time of receipt from the disclosing party and is not subject to any non-disclosure obligation; (ii) is generally known to the industry through no fault of the receiving party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without access to any of the Confidential Information of the disclosing party The receiving party shall not use or disclose to any third party Confidential Information without the receiving party’s prior written approval, which the disclosing party may withhold in its sole discretion. The receiving party shall protect the Confidential Information of the disclosing party from unauthorized use or disclosure with the same degree of care, but no less than reasonable care, as the receiving party uses to protect its own confidential information of like nature. In the event that the receiving party is directed to disclose any portion of the Confidential Information in connection with a judicial proceeding or arbitration, the receiving party shall immediately notify the disclosing party and shall provide the disclosing party with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other steps to preserve confidentiality. Upon the disclosing party’s request, the receiving party shall immediately destroy or return all Confidential Information. Client expressly acknowledges and agrees that the names, addresses, and any other PII of Stellar Panel members are the Confidential Information of Stellar (the “Stellar Panel Confidential Information”), and that a breach of confidentiality with regard to the Stellar Panel Confidential Information would cause Stellar irreparable harm for which the award of damages would not be adequate compensation. Consequently, Stellar may seek an injunction enjoining any breach or threatened breach of this provision with regard to the Stellar Panel Confidential Information, in addition to any other relief to which Stellar may be entitled at law or in equity.

NON-SOLICIT. During the Term and for two (2) years thereafter, Client shall not solicit for employment, solicit for consultation, or hire (whether as a full-time or part-time employee, consultant, advisor, or otherwise) any Stellar employee, consultant, or Stellar Panel member who has direct contact with Client in connection with the Services contemplated hereunder.

TERM AND TERMINATION. This Agreement will commence upon the Effective Date and continue until terminated. Either party may terminate this Agreement upon ten (10) days’ business notice if the other party materially breaches any provision of the Agreement and does not cure the breach within ten (10) business days after receiving written notice thereof reasonably specifying the breach. Additionally, Stellar party may terminate this Agreement upon ten (10) business days’ notice without cause. Upon termination, the parties shall return or delete all confidential information of the other party currently in its possession.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY.

Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has the full right, power and authority to enter into this Agreement; and (ii) the execution of this Agreement and performance of the obligations and duties hereunder do not and will not violate any agreement to which such party is bound. Stellar further represents and warrants to Client that it will take commercially reasonable efforts to ensure that Stellar Panel members who participate in any project for Client as set forth in an applicable SOW comply with the FTC Guidelines on Endorsements and Testimonials, 16 C.F.R. §255, including but not limited to including appropriate disclosure(s) within posted reviews. For purposes of example only, a Stellar Panel member product review may contain language such as, “I had the opportunity to try this product as part of the Stellar product testing program.” Notwithstanding the foregoing sentence, Client acknowledges and agrees that Stellar has no control over, and has no liability for, the conduct of Stellar Panel members. Client further represents and warrants to Stellar that its provision of the Client Content to Stellar and/or the Panelists as described in this Agreement and any SOW will not be in violation of any applicable laws in the territory where the Panelists reside.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, STELLAR HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Indemnity by Stellar. Stellar will indemnify, defend, and hold harmless Client and its officers, directors, agents, employees, and assigns from and against all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) relating to any claim, action, suit, or proceeding brought by a third party based on any actual or alleged breach by Stellar of its express warranties made in Section 7(a).

Indemnity by Client. Client will indemnify, defend, and hold harmless Stellar and its officers, directors, agents, employees, and assigns from and against all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) relating to any claim, action, suit, or proceeding brought by a third party based on (i) any actual or alleged breach by Client of its express warranties made in this Agreement; (ii) any actual or alleged infringement of such third party’s intellectual property rights in connection with the Client Content; (iii) any alleged defect in or injury caused by any of Client’s product(s) provided as Client Content hereunder; or (iv) .

Limitation of Liability. Except for liabilities arising from a breach of a Party’s obligations under Section 4 (Confidential Information) and Section 7(b) or (c) (Indemnity), in no event will either party be liable to the other for any indirect, incidental, special, punitive, or consequential damages, even if a party has been advised of the possibility of such damages. Except for indemnification obligations arising from Section 7(c) above, in no event shall either party’s aggregate liability under this Agreement exceed the fees paid to Stellar by Client hereunder during the twelve (12) month period preceding the applicable claims.

GENERAL PROVISIONS.

The Parties. Stellar and Client expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment, agency, joint venture, or partnership relationship. This Agreement and each party’s rights, duties, and obligations and personal to it and may not be assigned, delegated, or otherwise transferred by a party, or by operation of law, without the other party’s prior written consent; except that each party may assign this Agreement without consent to a successor, whether by sale, acquisition, merger, operation of law, reorganization or otherwise. No waiver of any provision of this Agreement shall be effective, except pursuant to a written instrument signed by the party waiving compliance. Neither party shall be liable for any failure or delay in its performance under this Agreement due to any event or circumstance beyond its anticipation and control, including without limitation labor disputes, acts of terrorism or war, telecommunications, network or power failures or interruptions, mechanical or electronic breakdowns, change in functionality and/or change in terms of service or other similar policy of a third party website or service, or failure of any third party website or service. The rights and remedies of each party set forth in this Agreement or in any SOW are not intended to be exclusive.

This Agreement. This Agreement shall be governed by the laws of the State of Colorado. Any dispute or claim arising out of this agreement shall first be addressed through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty (30) days of the date of the first dispute resolution meeting, the dispute shall be settled by binding arbitration before a single arbitrator in Boulder, Colorado in accordance with the rules of JAMS or the American Arbitration Association, as the parties may agree. The parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Boulder, Colorado. If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be void, such provision shall apply with such modifications as may be necessary to make it valid and effective and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. This Agreement and all exhibits attached hereto constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all (a) additional or conflicting agreements and understandings related thereto, including those contained in any quote, purchase order, or acknowledgement, and (b) prior or contemporaneous oral agreements and understandings. This Agreement may not be amended except by a writing signed by the parties. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Any notice or other communication required or permitted to be given hereunder shall be given in writing.