Effective date: October 24, 2025
IMPORTANT — PLEASE READ: This End User License Agreement ("Agreement") governs your access to and use of the North Star Private App and related documentation (collectively, the "App"). By accessing or using the App, you agree to be bound by this Agreement. If you do not agree, do not access or use the App.
1. Parties & Scope
This Agreement is between North Star ("we", "us", "our") and the person who accesses or uses the App ("you" or "End User"). The App is provided exclusively by North Star for authorized use to deliver and support North Star services. The App is not licensed or made available to unrelated third parties.
2. Definitions
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Authorized User: An individual permitted by North Star to access the App (e.g., customers with a portal account, or North Star personnel/contractors acting on our behalf).
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Documentation: User instructions, knowledge base articles, and other materials we provide for the App.
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Updates: Enhancements, fixes, or modifications that we release for the App.
3. License Grant
Subject to this Agreement, we grant you a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the App and Documentation solely for your authorized interaction with North Star. You may make a reasonable number of backup copies as required for continuity and archival purposes.
4. Restrictions
You will not (and will not permit anyone to):
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Copy, modify, adapt, translate, or create derivative works of the App except as expressly allowed by this Agreement.
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Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas, except to the extent such restrictions are prohibited by applicable law.
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Bypass or attempt to circumvent any access controls, security, license enforcement, or usage limits.
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Rent, lease, lend, sell, sublicense, assign, transfer, or otherwise commercialize rights in the App.
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Use the App for unlawful purposes, to infringe intellectual property or privacy rights, or in a manner that could damage, disable, or impair the App.
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Remove, obscure, or alter any proprietary notices or branding.
5. Accounts & Access
You are responsible for safeguarding your credentials and for all activities under your account. Notify us promptly via the in‑App Contact/Support if you suspect unauthorized access. We may enable security features (for example, multi‑factor authentication or IP restrictions) and you agree to use them where required.
6. Ownership & Feedback
The App and Documentation are licensed, not sold. We and our licensors (if any) retain all rights, title, and interest, including all intellectual property rights. If you provide suggestions or feedback, you grant us a worldwide, royalty‑free, irrevocable license to use, reproduce, modify, and incorporate that feedback without restriction.
7. Updates; Availability; Support
We may provide Updates or make changes to the App at any time. The App may be unavailable from time to time (for maintenance, upgrades, or events beyond our control). Support is available in‑App or through the secure client portal. We do not use third‑party vendors or subprocessors to operate or support the App.
8. Privacy & Data
Your use of the App is also governed by our Privacy Policy (Private App), which explains what information we collect and how we handle it. We design the App to function without third‑party analytics, advertising, or payment processors. See the Privacy Policy for details.
9. Confidentiality
Information disclosed through the App that is marked or reasonably understood as confidential must be kept confidential and used only as permitted by this Agreement. This does not apply to information that becomes public through no fault of yours, was lawfully known before disclosure, or is independently developed without reference to the confidential information. We may disclose information when required by law, court order, or competent authority.
10. Term; Suspension; Termination
This Agreement begins when you first access the App and continues until terminated. We may suspend or terminate your access immediately if you breach this Agreement, if we discontinue the App, or for risk/security reasons. Upon termination, your license ends and you must stop using the App. Sections that by their nature should survive (e.g., Restrictions, Ownership, Confidentiality, Disclaimers, Liability, Governing Law) will survive.
11. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE. YOUR USE IS AT YOUR OWN RISK.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE APP SHALL NOT EXCEED THE AMOUNT (IF ANY) YOU PAID TO NORTH STAR FOR ACCESS TO THE APP DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR USD $100, WHICHEVER IS GREATER. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnity
You agree to defend, indemnify, and hold harmless North Star from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your unlawful or unauthorized use of the App or your breach of this Agreement.
14. Export; Sanctions
You represent that you are not subject to any embargo, sanctions, or export control restrictions that would prohibit your use of the App. You will not use the App in violation of applicable export control or sanctions laws.
15. Government Users
If you are a government end user, the App is licensed with restricted rights consistent with applicable acquisition regulations. Use, duplication, or disclosure by the government is subject to the restrictions set forth in this Agreement and applicable law.
16. Open‑Source Components
The App may include open‑source components. To the extent required by their licenses, those components are licensed to you under their respective terms, and nothing in this Agreement limits your rights under those licenses.
17. Changes to this Agreement
We may update this Agreement from time to time. When we do, we will post the revised version within the App or client portal and update the Effective date above. Material changes will be communicated through the App or portal. If you continue to use the App after changes take effect, you accept the revised terms.
18. Governing Law; Venue
This Agreement is governed by the laws of Georgia, United States of America, without regard to its conflict‑of‑laws rules. The parties consent to the exclusive jurisdiction and venue of the courts located in Georgia, United States of America for any dispute arising out of or relating to this Agreement, except where applicable law requires a different forum.
19. General
This Agreement (together with any referenced documents) is the entire agreement between you and North Star regarding the App and supersedes all prior or contemporaneous agreements on the same subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. We may assign or transfer this Agreement; you may not assign it without our prior written consent. No failure to enforce any provision constitutes a waiver.
20. Contact
For questions about this Agreement, use the in‑App Contact/Support or the Privacy Request option in the secure client portal at northstarshop.net. We intentionally do not publish additional business contact details in this Agreement.
