Terms of Use

These Terms of Use (the "Terms") form a binding agreement between you and Maiden Labs LLC, a Wyoming limited liability company ("RepStar," "we," "us," or "our"). They govern your access to and use of our websites, mobile and desktop applications, APIs, and any related products or services that link to these Terms (collectively, the "Service"). By creating an account or otherwise using the Service, you agree to these Terms.

1. Acceptance of these Terms

By clicking "I agree," signing up, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company, brand, agency, or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Service.

2. Eligibility & Accounts

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) and legally capable of entering into a contract to use the Service. The Service is not directed at children under 18, and we do not knowingly collect their personal information.

2.1 Account Registration

When creating an account, you agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us immediately at security@repstar.ai if you suspect unauthorized access.

2.2 Account Types

RepStar supports two primary account types:

• Creator accounts — used by individual creators, athletes, artists, talent, and their managers to receive, negotiate, and close brand deals through the Service.
• Brand accounts — used by brands, agencies, and marketers to contact creators, negotiate through the AI rep, and pay out contracted deals.

Certain features are available only to one account type. We may verify the identity, authority, or payment method of any account holder before enabling certain features.

3. The RepStar Service

RepStar provides an AI-powered sales representative (the "AI Rep") that responds to brand inquiries, negotiates deal terms, drafts and circulates contracts, coordinates deliverables, and administers payments on behalf of creators. We continuously add and refine features and may introduce, modify, or retire functionality at our discretion.

3.1 Role of RepStar

RepStar is a neutral technology platform. We are not a talent agent, manager, broker, attorney, accountant, or party to any deal between a creator and a brand. The AI Rep acts as an automated communication and contracting tool configured by you; final acceptance of any transaction, including signing a contract and releasing funds, requires an affirmative action by the relevant account holder or a clearly documented standing instruction you have given us.

3.2 Autonomous Actions

Creators may configure the AI Rep to accept deals that meet pre-approved parameters (rate floors, deliverable types, turnaround windows, usage windows). You agree that actions taken by the AI Rep within parameters you have set are your actions for purposes of these Terms and any resulting contract.

4. AI-Generated Negotiations

The AI Rep is a large-language-model-based system. It draws on rate data, your profile, prior conversations, and brand inputs to suggest and negotiate terms. Although we design the AI Rep to perform well, AI systems can produce unexpected, imprecise, or inconsistent output.

• No professional advice. AI-generated content is informational and does not constitute legal, tax, financial, or other professional advice. Consult a qualified professional before relying on it.
• Review before signing. You are responsible for reviewing the terms of any contract the AI Rep produces before you, or your configured auto-accept rule, signs it.
• Human override. You may take over any conversation from the AI Rep at any time. Any message you send manually is attributable to you.
• Improvements. We may use de-identified conversation data to evaluate and improve the AI Rep, as described in our Privacy Policy. We never sell creator rate data to brands or to third parties.

5. Creator Obligations

If you use a creator account, you represent and agree that:

• You own or control all rights necessary to enter into the deals you accept through the Service, including the right to grant the usage rights you license to brands.
• You have disclosed any exclusive agreements, management or agency arrangements, union rules (SAG-AFTRA, NCAA / NIL policies, league rules, etc.), or other restrictions that could affect a deal.
• You will deliver accepted deliverables on time, in the format agreed, and free of unauthorized third-party content.
• You will comply with the Federal Trade Commission's Endorsement Guides and the advertising disclosure laws of your jurisdiction, including clearly labeling sponsored content.
• You are solely responsible for reporting and paying any taxes on income you earn through the Service.

6. Brand Obligations

If you use a brand account, you represent and agree that:

• You have the authority to enter into the deals you propose and to charge the payment method you provide.
• You will use the Service only to negotiate legitimate, lawful marketing campaigns that comply with applicable advertising standards.
• You will not solicit creators to perform services that violate their platform terms, league rules, or existing exclusivity obligations.
• You will pay all contracted amounts, service fees, and taxes when due and in accordance with Section 8.
• You will use delivered content only within the scope of the usage rights granted in the executed contract.

7. Deals, Contracts & Deliverables

7.1 Formation of a Deal

A deal is formed when both the creator and the brand have accepted the deal terms presented in the Service (directly, or through configured auto-accept rules) and funds have been authorized in accordance with Section 8. Upon formation, the Service generates a contract memorializing the terms; that contract, together with these Terms, governs the relationship between the creator and the brand for that deal.

7.2 Default Terms

Unless otherwise negotiated and reflected in the contract, the following defaults apply: (i) one-year organic usage rights on the platforms where the content is first posted, (ii) seven-day turnaround from contract execution, (iii) payment in full before work begins, (iv) one round of revisions, and (v) standard exclusivity within the product category for ninety days from delivery. These defaults exist for efficiency and do not override anything expressly negotiated.

7.3 Revisions & Approvals

Brands review deliverables through the Service and either approve them or request revisions within the agreed revision window. If the brand does not respond within the response window specified in the contract, the deliverable is deemed approved.

7.4 Disputes Between Users

RepStar provides tooling to help creators and brands resolve disputes (including moderated messaging, evidence submission, and in some cases a RepStar-administered review). However, disputes are between the creator and the brand. We may, in our discretion, hold funds, suspend releases, or reverse payments while a dispute is reviewed. Our decisions in connection with dispute administration are final with respect to platform administration, but are not a legal adjudication of the underlying claim.

8. Payments, Fees & Refunds

8.1 How Brands Pay

Brands authorize the contracted amount, plus a service fee and any applicable taxes, at the moment of deal formation. Funds are held by our payment processor (currently Stripe, Inc.) and released to the creator after the brand approves the deliverables (or the approval window lapses).

8.2 Creator Payouts

Creators receive 100% of the contracted creator fee. RepStar does not take a commission from the creator's side. Payouts are made to a Stripe-connected account and are subject to Stripe's terms, identity verification, and transfer windows.

8.3 Service Fees

RepStar charges brands a platform service fee calculated at the moment of deal formation. The fee schedule in effect at the time of deal formation will be displayed in the Service before the brand authorizes payment.

8.4 Refunds & Chargebacks

Except where required by law, amounts paid for delivered and approved deliverables are non-refundable. Service fees are non-refundable once a deal has been formed, unless the brand and creator jointly cancel the deal before any deliverable is submitted. Improper chargebacks are a material breach of these Terms.

8.5 Taxes

You are responsible for identifying and paying all taxes associated with your use of the Service. We may be required to collect tax information (for example, a Form W-9 or W-8BEN) or report payments to tax authorities. You agree to provide any information we reasonably require for that purpose.

9. Intellectual Property

The Service, including its software, models, prompts, designs, logos, and underlying technology, is owned by Maiden Labs LLC or its licensors and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for its intended purpose.

"RepStar," the RepStar logomark, the AI Rep character, and any related names, marks, and trade dress are trademarks of Maiden Labs LLC. Nothing in these Terms grants you any right to use them without our prior written consent.

10. User Content & License

You retain ownership of the content you submit to the Service (profile information, rate cards, messages, deliverables, logos, creative assets, and so on — collectively, "User Content"). To operate the Service, however, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, transmit, display, reproduce, modify (for formatting and compression), and create derivative works from your User Content solely to provide and improve the Service and as described in our Privacy Policy.

Deliverables you transfer to a brand through an executed contract are governed by that contract, not this license. Nothing in these Terms expands the usage rights a brand receives beyond what the contract grants.

11. Prohibited Uses

You agree not to:

• Use the Service to violate any law, regulation, or third-party right;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Upload content that is unlawful, infringing, defamatory, harassing, hateful, sexually explicit, or invasive of another's privacy;
• Circumvent, disable, scrape, reverse-engineer, or otherwise probe or test the Service's vulnerability or underlying models;
• Introduce viruses, worms, malware, or otherwise interfere with the integrity or performance of the Service;
• Use the Service to train a competing AI model or to build a competing negotiation product;
• Attempt to off-platform deals initiated through RepStar to avoid service fees, for a period of twelve months after the first introduction; or
• Use the Service to send spam or unsolicited commercial communications.

12. Third-Party Services

The Service integrates with third-party products, including payment processors (Stripe), AI infrastructure (including Anthropic PBC and other model providers), analytics, and social-platform APIs. Those services are governed by their own terms and privacy policies, and your use of them is at your own risk. We are not responsible for the availability, accuracy, or content of third-party services.

13. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR APPROPRIATE FOR YOUR PURPOSES. WE MAKE NO GUARANTEES ABOUT DEAL VOLUME, DEAL VALUE, OR EARNINGS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAIDEN LABS LLC AND ITS OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL SERVICE FEES YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY OF THE CLAIM.

15. Indemnification

You agree to defend, indemnify, and hold harmless Maiden Labs LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (i) your access to or use of the Service, (ii) your User Content, (iii) your breach of these Terms, or (iv) your violation of any law or the rights of a third party.

16. Suspension & Termination

You may stop using the Service at any time by closing your account through the dashboard or by writing to support@repstar.ai. We may suspend or terminate your access, at our discretion, if you violate these Terms, if we suspect fraud or abuse, or if we are required to do so by law. We may also discontinue the Service, in whole or in part, at any time. Sections that by their nature should survive (for example, Sections 8.4, 9, 10, 13–15, and 18) will survive termination.

17. Changes to the Service or Terms

We may update these Terms from time to time. If we make material changes, we will notify you through the Service or by email to the address associated with your account at least fourteen (14) days before the changes take effect, except where a shorter period is required by law, security, or a change that is favorable to you. Your continued use of the Service after the effective date of a revised version constitutes your acceptance of it.

18. Governing Law & Disputes

18.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution

Before filing any claim, you agree to try to resolve it informally by sending a written description to legal@repstar.ai. We will try to resolve the claim through direct communication for at least sixty (60) days before you initiate an arbitration or court proceeding.

18.3 Binding Arbitration

Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules, conducted in Sheridan, Wyoming (or by video conference at your request). The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute, including the scope and enforceability of this arbitration provision. Either party may bring an individual claim in small-claims court for disputes within that court's jurisdiction.

18.4 Class Action Waiver

YOU AND REPSTAR AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of a representative or class proceeding.

18.5 Opt-Out

You may opt out of the arbitration agreement and class-action waiver in this Section 18 by sending a written notice to legal@repstar.ai within thirty (30) days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out.

19. General Provisions

Entire agreement. These Terms, the Privacy Policy, and any additional terms you agree to within the Service constitute the entire agreement between you and us regarding the Service.

Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid portion will be modified to the minimum extent necessary to make it enforceable.

No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, labor disputes, internet outages, infrastructure failures, or government actions.

Relationship. These Terms do not create an agency, partnership, joint venture, or employment relationship between you and us.

20. Contact

If you have questions about these Terms, write to us at legal@repstar.ai or by post:

Maiden Labs LLC
Attn: Legal
30 N Gould St STE R
Sheridan, WY 82801
United States