Last Updated: September 27, 2026


These Terms & Conditions (“Terms”) govern use of the Stellar Action website and services provided by Stellar Holdings LLC, doing business as Stellar Action (“Stellar Action,” “we,” “our,” or “us”), a Florida limited liability company.

Our services are intended primarily for businesses and business representatives. By accessing our website, signing a proposal, Statement of Work, order form, or other written engagement document with Stellar Action, or using our services, you agree to these Terms.



1. Statements of Work and Order of Precedence
Paid services provided by Stellar Action are governed by a written proposal, Statement of Work, order form, or similar engagement document signed by Stellar Action and the client (each, an “SOW”). Each SOW may specify the scope of services, deliverables, fees, timeline, client responsibilities, third-party costs, performance objectives, and other engagement-specific terms.

If there is any conflict between these Terms and a signed SOW, the signed SOW will control with respect to that engagement. These Terms are intended to provide the general legal framework governing Stellar Action’s website and services. No website description, sales presentation, marketing material, proposal discussion, forecast, example, estimate, or other communication modifies a signed SOW unless expressly incorporated into it in writing. A person signing an SOW on behalf of a company or other entity represents that they have authority to bind that entity.


2. Stellar Action Services
Stellar Action provides creator commerce, creator marketing, revenue operations, strategy, operational system design, automation and artificial intelligence strategy, implementation, pilot programs, program management, and related consulting services. Services may include, depending on the applicable SOW:
 

• Creator Commerce Blueprint engagements;

• creator, influencer, affiliate, or ambassador strategy;

• operational and technology assessments;

• revenue opportunity identification;

• workflow and automation design;

• AI agent and module design;

• attribution and reporting recommendations;

• creator CRM and commerce infrastructure design;

• content and performance intelligence;

• 90-Day Action Pilots;

• creator program implementation and operation;

• ongoing Revenue Operations or consulting retainers; and

• other related strategic or implementation services.
   

The exact services provided to a client are limited to those stated in the applicable SOW.


3. Creator Commerce Blueprint
The Creator Commerce Blueprint (“Blueprint”) is a strategic consulting and system-design engagement.
Unless otherwise stated in the applicable SOW, the Blueprint may include evaluation of a client’s existing creator ecosystem, programs, economics, technologies, data, workflows, attribution, content performance, affiliate or ambassador activity, commerce channels, operational processes, AI opportunities, automation opportunities, and related business systems.

The Blueprint is intended to provide strategy, operational system design, recommendations, and a proposed implementation roadmap. The Blueprint does not include implementation, deployment, operation, coding, creator recruitment, creator management, automation deployment, AI agent deployment, media buying, or execution of the recommended systems unless those services are separately included in an SOW. Implementation is generally performed through a separately agreed Action Pilot or other implementation engagement.

The expected Blueprint process is approximately three weeks after kickoff and receipt of required payment, access, information, and client materials. The typical process may include approximately:

• two weeks of evaluation, analysis, and system design; and

• one week for preparation and presentation of findings and recommendations.
   

Timelines are estimates unless expressly guaranteed in an SOW. Client delays in providing information, access, approvals, interviews, feedback, credentials, data, or other required materials will extend the project timeline accordingly. Stellar Action may reasonably reschedule work based on team capacity when a client delay affects the originally reserved project schedule.


4. Blueprint Fees, Cancellation, and Refunds
Blueprint fees are invoiced in advance and are due within fourteen (14) calendar days of the invoice date unless otherwise stated in the applicable SOW. Stellar Action is not required to begin work until the applicable Blueprint invoice has been paid. Blueprint fees are non-refundable.

Once a Blueprint has been purchased, the client may not cancel the Blueprint for a refund or credit except as expressly agreed by Stellar Action in writing. If a client delays, pauses, abandons, or fails to cooperate with the Blueprint engagement, fees remain non-refundable. Completion of a Blueprint does not obligate the client to proceed with an Action Pilot, ongoing retainer, or any additional Stellar Action service.


5. Blueprint Credit Toward an Action Pilot
Where stated in the applicable SOW, the amount actually paid to Stellar Action for the Blueprint may be credited toward a qualifying 90-Day Action Pilot.

To qualify:
 

1. Stellar Action and the client must mutually agree to proceed with the proposed Pilot;

2. both parties must execute a separate Pilot SOW;

3. the Pilot must commence within thirty (30) calendar days following delivery of the Blueprint; and

4. all other conditions stated in the applicable Pilot SOW must be satisfied.
    

For purposes of this section, a Pilot is considered to have commenced when the applicable Pilot SOW has been executed and any payment required to begin the Pilot has been received. Stellar Action is not obligated to accept, offer, or execute a Pilot following a Blueprint. Stellar Action may determine that a proposed Pilot is not appropriate based on capacity, client readiness, technical feasibility, business fit, legal or compliance concerns, economics, operational requirements, or other reasonable factors.

The Blueprint credit:
 

• applies only toward Stellar Action implementation, management, or other professional service fees expressly designated in the Pilot SOW;

• does not apply toward creator compensation, affiliate commissions, media spend, software, AI usage, API fees, production costs, product seeding, shipping, travel, events, contractors, incentives, rewards, taxes, or other third-party or pass-through expenses;

• has no cash value;

• is non-transferable;

• may not be exchanged for a refund; and

• expires if a qualifying Pilot does not commence within the required thirty-day period.
   

Where qualifying Pilot service fees are equal to or greater than the Blueprint fee, the full Blueprint fee may be applied as a credit.


6. 90-Day Action Pilots
Action Pilots are separate implementation engagements intended to test, deploy, operate, or evaluate selected strategies, systems, creator commerce programs, AI workflows, automations, or other recommendations. Each Pilot is governed by a separate SOW describing its specific scope, fees, deliverables, responsibilities, budget, third-party expenses, performance objectives, and any client-specific commitments.

Unless the applicable SOW states otherwise, an Action Pilot is designed around an approximately ninety (90) day operating period. The completion of a Pilot does not obligate either party to enter into an ongoing retainer or other continuing engagement.

A client may terminate a Pilot upon thirty (30) days’ written notice, subject to payment of all service fees, committed costs, non-cancelable expenses, approved third-party expenses, and other amounts incurred through the effective termination date. Fees already earned or paid are non-refundable unless expressly stated otherwise in the applicable SOW.


7. Ongoing Services and Retainers
Ongoing Revenue Operations, creator commerce management, automation management, consulting, and other retainer services are governed by the applicable SOW. Unless the applicable SOW states otherwise, either party may terminate ongoing services upon thirty (30) days’ written notice.

Termination does not relieve the client of responsibility for:
 

• fees earned through the termination date;

• the thirty-day notice period;

• approved or committed expenses;

• non-cancelable third-party costs; or

• other amounts properly incurred under the SOW.
  
   

8. Payment Terms
Unless otherwise stated in an SOW, invoices are due within fourteen (14) calendar days of the invoice date.
Stellar Action may require payment in advance before commencing or continuing services. Amounts not paid when due may accrue a late charge equal to 1.5% per month simple interest, or the maximum rate permitted by applicable law, whichever is lower, beginning on the date the payment becomes overdue. Late charges will not compound.

The client is also responsible for reasonable costs incurred by Stellar Action in collecting undisputed overdue amounts, including reasonable collection agency costs and attorneys’ fees where legally recoverable.
Stellar Action may suspend services, access, deliverables, implementation, meetings, or other work while an invoice remains overdue. Unless otherwise stated in an SOW, fees are exclusive of applicable sales, use, excise, VAT, or similar taxes. The client is responsible for applicable transaction taxes other than taxes imposed on Stellar Action’s net income.


9. Third-Party and Program Expenses
Unless expressly included in an SOW, Stellar Action service fees do not include third-party or pass-through expenses. The client is responsible for approved expenses associated with the engagement, which may include:
 

• creator or influencer compensation;

• affiliate commissions;

• incentive payments;

• paid advertising;

• production expenses;

• product costs and product seeding;

• shipping;

• events and activations;

• software subscriptions;

• attribution platforms;

• creator platforms;

• CRM tools;

• automation platforms;

• AI platforms;

• model or token usage;

• API usage;

• contractors or specialists;

• travel; and

• other outside services or program costs.
   

Estimated third-party expenses are estimates only unless expressly stated otherwise.


10. Client Responsibilities
Successful delivery of Stellar Action services depends on timely client participation. The client agrees to provide reasonable access to information, systems, personnel, tools, data, and materials required to perform the applicable services. Depending on the engagement, this may include access to:
 

• e-commerce platforms;

• Shopify or comparable commerce systems;

• website and conversion analytics;

• affiliate systems;

• creator or influencer platforms;

• ambassador systems;

• TikTok, TikTok Shop, Instagram, Meta, YouTube, or other social platforms;

• advertising accounts;

• CRM systems;

• creator relationship data;

• attribution platforms;

• AI platforms and AI-generated data;

• automation tools;

• customer reviews or customer intelligence;

• performance reporting;

• marketplace or retail information;

• content libraries;

• internal documentation;

• relevant financial or unit-economics information; and

• interviews with client personnel.
   

The client represents that it has the right and authority to provide Stellar Action with all information, data, materials, content, credentials, and system access supplied during an engagement. The client is responsible for the accuracy and completeness of information it provides. Stellar Action may rely on client-provided information without independently auditing or verifying it unless verification is expressly included in the SOW.


11. Client Decisions and Approvals
The client retains ultimate responsibility for its business, marketing, financial, operational, legal, regulatory, product, employment, advertising, creator, affiliate, technology, and commercial decisions. Recommendations from Stellar Action are advisory unless Stellar Action has expressly agreed in an SOW to perform the corresponding implementation activity. Where client approval is required, Stellar Action may rely on approvals provided by the client’s authorized representatives.

The client remains responsible for reviewing and approving material claims, advertising statements, offers, product statements, legal disclosures, creator instructions, financial decisions, and other business decisions before they are published or implemented.


12. Artificial Intelligence, Automation, and Third-Party Technology
Stellar Action may use artificial intelligence systems, large language models, machine-learning systems, automation software, third-party APIs, data platforms, analytics tools, and other third-party technologies in performing services. The client authorizes Stellar Action to use such third-party tools where reasonably necessary to perform the applicable engagement.

Artificial intelligence and automated systems are probabilistic technologies and may produce inaccurate, incomplete, outdated, inconsistent, biased, duplicated, unexpected, or fabricated outputs sometimes referred to as “hallucinations.” Stellar Action may implement safeguards, validation processes, testing, human review, approval steps, monitoring, or other controls intended to reduce these risks. Such safeguards reduce risk but do not eliminate it, and Stellar Action does not guarantee that an AI system, automation, agent, workflow, output, recommendation, or third-party technology will be error-free or produce any particular result.
The client acknowledges that:
 

• human oversight does not guarantee accuracy;

• AI outputs should be reviewed before material business use;

• automated systems may behave unexpectedly;

• third-party tools may change without notice;

• APIs may be modified, restricted, discontinued, or repriced;

• AI models may change their behavior or performance;

• social, commerce, advertising, affiliate, or creator platforms may change their policies or functionality;

• integrations may fail or temporarily become unavailable; and

• a third party may restrict, suspend, or terminate access to its services.
   

Stellar Action is not responsible for failures, outages, restrictions, policy changes, model changes, platform decisions, account suspensions, API changes, pricing changes, security incidents, or other acts or omissions of third-party providers outside Stellar Action’s reasonable control.


13. Data Used With AI and Third-Party Systems
The client acknowledges that performance of the services may require client information or business data to be processed through third-party AI, automation, analytics, attribution, commerce, or technology providers.
Stellar Action will use commercially reasonable judgment when determining what information is appropriate to process through such systems. Unless expressly agreed in writing, clients should not provide Stellar Action with highly sensitive or specially regulated information that is unnecessary to the engagement, including:
 

• Social Security numbers;

• government identification numbers;

• financial account credentials;

• payment card data;

• protected health information;

• biometric data;

• private information concerning minors;

• passwords where secure delegated access is reasonably available; or

• other information subject to heightened legal or regulatory protection.
   

If processing regulated or unusually sensitive data is required, the parties may enter into additional privacy, security, or data-processing terms.


14. Intellectual Property and Ownership
Client Property
The client retains ownership of:

• its pre-existing intellectual property;

• trademarks;

• logos;

• content;

• customer and business data;

• creator data owned or lawfully controlled by the client;

• proprietary materials supplied to Stellar Action; and

• other materials owned by the client before the engagement.
   

Client-Specific Deliverables
Upon full payment of all amounts due under the applicable SOW, the client will own the final, client-specific portions of the Blueprint report and custom system-design plans created specifically for that client, subject to Stellar Action’s retained rights described below.

Stellar Action Background Intellectual Property
Stellar Action retains all right, title, and interest in its pre-existing and independently developed intellectual property and in the reusable intellectual property underlying its services, including:
 

• methodologies;

• frameworks;

• templates;

• operating models;

• scoring systems;

• prompts and prompt structures;

• agent architecture;

• automation architecture;

• reusable workflows;

• software;

• code libraries;

• modules;

• algorithms;

• processes;

• systems;

• strategic methods;

• proprietary tactics;

• know-how;

• research methods;

• evaluation approaches;

• concepts;

• tools;

• documentation structures; and

• improvements or derivatives of the foregoing.
   

These materials are referred to collectively as “Stellar Action Background Materials.” Stellar Action does not transfer ownership of its Background Materials merely because they are incorporated into, used to create, or described within a client deliverable. To the extent Stellar Action Background Materials are incorporated into a paid client deliverable, Stellar Action grants the client a perpetual, non-exclusive license to use those incorporated materials as reasonably necessary for the client’s own internal business operations.

The client may not sell, sublicense, publish, distribute, white-label, commercialize, or offer Stellar Action Background Materials as a competing product or service without Stellar Action’s prior written consent. Nothing prevents Stellar Action from using its general experience, knowledge, skills, ideas, methods, processes, frameworks, concepts, or know-how for other clients, provided Stellar Action does not disclose the client’s protected Confidential Information.


15. Confidentiality
Each party may receive confidential or proprietary information belonging to the other party. “Confidential Information” means non-public information that a reasonable business person would understand to be confidential based on the nature of the information or the circumstances of disclosure.

Client Confidential Information may include non-public financial information, customer information, sales information, product plans, internal business information, strategy, credentials, performance data, and proprietary data. Stellar Action Confidential Information includes, without limitation:
 

• proprietary recommendations;

• proprietary system designs;

• methodologies;

• operating frameworks;

• automation designs;

• agent designs;

• strategic methods;

• tactics;

• templates;

• processes;

• pricing structures;

• know-how; and

• other Stellar Action Background Materials.
   

Each party agrees to use the other party’s Confidential Information only as reasonably necessary for the relationship and to protect it using reasonable safeguards. Confidentiality obligations do not apply to information that:
 

• is or becomes public through no breach of these Terms;

• was lawfully known by the receiving party before disclosure;

• is received lawfully from another source without a confidentiality obligation;

• is independently developed without use of the other party’s Confidential Information; or

• must be disclosed by law, subpoena, or court order, subject to legally permitted notice.
   

Trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Other Confidential Information will remain protected for so long as it reasonably retains its confidential nature.


16. Client Name, Logo, Case Studies, and Performance Data
Unless expressly prohibited in the applicable SOW, the client grants Stellar Action permission to identify the client as a Stellar Action client and to use the client’s business name and logo in Stellar Action’s website, portfolio, proposals, credentials, presentations, case studies, marketing materials, award submissions, and business-development materials.

Unless expressly prohibited in the applicable SOW, Stellar Action may also reference accurate performance results, program outcomes, aggregate metrics, and other performance data relating to its work for the client.
Stellar Action will not knowingly present performance data in a materially misleading manner and will not publicly disclose client passwords, security credentials, regulated personal data, or other information that would create an unreasonable security risk. A client that does not want its name, logo, or performance results used publicly must state that restriction expressly in its SOW or another writing signed by Stellar Action.


17. Creator, Advertising, and Regulatory Compliance
Unless expressly assumed by Stellar Action in an SOW, the client is ultimately responsible for ensuring that its products, services, claims, promotions, offers, advertising, creator relationships, affiliate programs, and marketing activities comply with applicable laws, regulations, platform policies, and industry requirements. This includes responsibility for substantiation of product claims and representations concerning the client’s products or services. Creators, affiliates, ambassadors, or other third parties may also have independent legal obligations, including disclosure obligations.

Stellar Action may provide operational recommendations concerning disclosures or compliance practices, but such recommendations are not legal advice. The client should consult qualified legal counsel regarding legal or regulatory questions.


18. No Guarantee of Results
Stellar Action will use commercially reasonable efforts to provide the services described in the applicable SOW. However, marketing, creator commerce, advertising, automation, artificial intelligence, affiliate programs, social commerce, content, and revenue operations involve variables outside Stellar Action’s control. Accordingly, unless an SOW expressly states otherwise, Stellar Action does not guarantee:
 

• revenue;

• profit;

• return on investment;

• sales volume;

• conversion rates;

• creator performance;

• affiliate performance;

• audience growth;

• attribution accuracy;

• marketplace performance;

• advertising results;

• content performance;

• earned media;

• engagement;

• cost savings;

• automation accuracy;

• AI accuracy;

• platform approval;

• account availability;

• creator participation;

• creator retention;

• customer response;

• technical uptime; or

• any other particular commercial result.
   

Forecasts, financial models, opportunities, scenarios, projections, recommendations, benchmarks, estimates, and expected outcomes are inherently uncertain and are provided for planning purposes rather than as promises of future performance.


19. Website Disclaimer
Information on Stellar Action’s website is provided for general informational and marketing purposes. Website content does not constitute legal, accounting, tax, financial, investment, employment, regulatory, or other professional advice. The website and its content are provided on an “as available” basis. Stellar Action does not warrant that website content will always be complete, current, error-free, or continuously available.


20. Third-Party Websites and Platforms
Stellar Action may link to, recommend, integrate with, or use third-party websites, platforms, software, products, or services. Stellar Action does not control those third parties and is not responsible for their content, terms, privacy practices, security practices, availability, conduct, or performance. Use of third-party systems may be subject to separate agreements directly between the client and the applicable third party.


21. Indemnification
The client agrees to defend, indemnify, and hold harmless Stellar Holdings LLC, Stellar Action, and their respective owners, officers, employees, contractors, representatives, and agents from third-party claims, damages, liabilities, judgments, penalties, losses, costs, and reasonable attorneys’ fees arising out of or relating to:
 

• materials, data, content, trademarks, intellectual property, or information provided by the client;

• allegations that client-provided materials infringe or violate third-party rights;

• the client’s products or services;

• product claims or representations supplied, directed, or approved by the client;

• the client’s violation of law or regulation;

• the client’s breach of an applicable SOW or these Terms;

• instructions given by the client that result in a third-party claim;

• unauthorized, unlawful, or improper use of Stellar Action deliverables, automations, agents, systems, or recommendations by the client; or

• conduct occurring after Stellar Action has advised the client not to take the applicable action.
   

This obligation does not apply to the extent a final judgment determines that the applicable third-party claim was caused solely by Stellar Action’s willful misconduct.


22. LIMITATION OF LIABILITY
THIS SECTION ALLOCATES RISK BETWEEN THE PARTIES AND IS A MATERIAL BASIS OF STELLAR ACTION’S PRICING AND AGREEMENT TO PROVIDE SERVICES.

Excluded Categories of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, STELLAR ACTION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, RELIANCE-BASED, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, A SOW, THESE TERMS, OR THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES. Without limiting the foregoing, Stellar Action will not be liable for:
 

• lost profits;

• lost revenue;

• lost sales;

• lost commissions;

• lost affiliate revenue;

• lost creator revenue;

• loss of anticipated savings;

• loss of anticipated business;

• loss of business opportunity;

• loss of contracts;

• lost market share;

• lost conversions;

• loss of goodwill;

• reputational harm;

• business interruption;

• loss of use;

• loss, corruption, or inability to use data;

• cost of substitute or replacement services;

• wasted advertising or marketing expenditure;

• reduced advertising efficiency;

• losses caused by creator, affiliate, contractor, vendor, or customer conduct;

• losses arising from suspension, restriction, termination, or modification of a third-party account or platform;

• losses resulting from an AI, automation, integration, API, software, attribution, or technology error;

• unrealized or expected commercial outcomes; or

• damages based upon projections, forecasts, recommendations, estimates, or expected results.
   

THE FOREGOING EXCLUSIONS APPLY REGARDLESS OF WHETHER A CLAIMANT CHARACTERIZES SUCH LOSS AS DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHERWISE, AND REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, MISREPRESENTATION, OR OTHERWISE. These exclusions apply even if Stellar Action has been advised that such damages may occur or could reasonably foresee them.

Cap on Direct Damages
To the maximum extent permitted by law, Stellar Action’s total aggregate liability for all claims arising out of or relating to an individual engagement will not exceed the applicable amount below.

For a Blueprint:
Stellar Action’s aggregate liability will not exceed the Blueprint service fees actually paid to Stellar Action under the applicable Blueprint SOW.

For a 90-Day Action Pilot:
Stellar Action’s aggregate liability will not exceed the Stellar Action service, management, and implementation fees actually paid to Stellar Action under the applicable Pilot SOW during the ninety (90) days immediately preceding the event first giving rise to the claim.

For ongoing retainers or ongoing services:
If Stellar Action has been providing the applicable ongoing services for six months or less at the time of the event first giving rise to the claim, Stellar Action’s aggregate liability will not exceed the Stellar Action service fees actually paid under the applicable SOW from commencement of those services through the date of that event. After the applicable ongoing client engagement has exceeded six months, Stellar Action’s aggregate liability will not exceed the Stellar Action service fees actually paid under the applicable SOW during the six (6) months immediately preceding the event first giving rise to the claim.

For purposes of these limitations, “service fees” include only amounts paid for Stellar Action’s professional services and exclude creator compensation, affiliate commissions, advertising spend, product costs, software fees, AI or API usage, production costs, travel, shipping, taxes, reimbursed expenses, and other third-party or pass-through costs.

Multiple claims arising from the same or substantially related acts, omissions, events, circumstances, system failures, or course of conduct will be treated as a single claim for purposes of the applicable liability cap.
The limitations in this section apply even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes liability to the extent such liability cannot legally be limited or excluded under applicable law.


23. Suspension and Termination for Cause
Stellar Action may suspend or terminate services immediately upon written notice if:
 

• the client materially breaches an SOW or these Terms;

• an invoice remains materially overdue;

• the client requests unlawful, fraudulent, deceptive, unsafe, or materially non-compliant conduct;

• the client fails to provide required cooperation for an extended period;

• continuing the engagement would reasonably expose Stellar Action to legal, regulatory, reputational, security, or platform risk; or

• Stellar Action reasonably believes continued system access could create a security risk.
   

Suspension or termination for client breach does not eliminate amounts already due or committed.


24. Force Majeure
Neither party will be liable for delay or failure to perform caused by circumstances outside its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, governmental action, labor disruption, utility failures, widespread internet outages, cyberattacks, major platform outages, third-party infrastructure failures, or other force majeure events. This section does not excuse a client’s obligation to pay amounts already due for services performed or expenses incurred.


25. Dispute Resolution
Good-Faith Business Resolution
Before initiating formal proceedings, the parties agree to first attempt in good faith to resolve a dispute through direct business discussions. A party raising a dispute must provide written notice describing the issue with reasonable specificity. Authorized representatives of both parties will then attempt in good faith to resolve the dispute.

Required Mediation
If the dispute is not resolved through direct negotiation, the parties will participate in mediation before pursuing litigation. Unless otherwise agreed, mediation will take place in Palm Beach County, Florida, or remotely by mutual agreement. The parties will mutually select a neutral mediator and will share the mediator’s fees equally unless they agree otherwise.

If the parties cannot resolve the dispute through mediation within a reasonable period after mediation is requested, either party may proceed with litigation as permitted below. The requirement to negotiate and mediate does not prevent a party from:
 

• seeking temporary or emergency injunctive relief;

• taking action necessary to protect intellectual property or Confidential Information;

• filing an action solely where necessary to preserve a statute of limitations or other legal deadline, provided substantive proceedings may be stayed while mediation occurs; or

• pursuing collection of undisputed overdue amounts.
   

Governing Law and Venue
These Terms, each SOW, and any dispute arising from the relationship between Stellar Action and a client will be governed by the laws of the State of Florida, without regard to conflict-of-law principles. For any dispute not resolved through the procedures above, the parties consent to exclusive jurisdiction and venue in the state courts located in Palm Beach County, Florida, or, where federal jurisdiction exists, the United States District Court for the Southern District of Florida.

Each party waives objections based on inconvenient forum or similar venue arguments to the extent permitted by law.


26. Independent Contractor Relationship
Stellar Action is an independent contractor. Nothing in these Terms or an SOW creates an employment relationship, partnership, joint venture, franchise, agency, fiduciary relationship, or other similar relationship between Stellar Action and the client. Neither party may bind the other except where expressly authorized in writing.


27. Subcontractors
Stellar Action may use employees, contractors, specialists, technology providers, or subcontractors to assist in performing services. Stellar Action remains responsible for managing the services it has expressly agreed to provide, subject to these Terms and the applicable SOW.


28. Website and Stellar Action Intellectual Property
The Stellar Action name, trademarks, branding, website content, graphics, designs, written materials, frameworks, software, systems, and other proprietary materials are owned by Stellar Action or their respective licensors. Except as expressly permitted in writing, users may not reproduce, copy, scrape, republish, distribute, commercially exploit, reverse engineer, or create derivative commercial services from Stellar Action proprietary materials.


29. Acceptable Website Use
Users may not use the Stellar Action website to:
 

• violate applicable law;

• transmit malicious software;

• interfere with website security;

• attempt unauthorized access;

• impersonate another person or business;

• scrape or harvest information through unauthorized automated means;

• infringe intellectual property rights; or

• engage in fraudulent, deceptive, abusive, or malicious conduct.
   

Stellar Action may restrict access where reasonably necessary to protect its systems, users, clients, or intellectual property.


30. Assignment
The client may not assign an SOW or these Terms without Stellar Action’s prior written consent, except as otherwise expressly stated in the SOW. Stellar Action may assign these Terms or an SOW in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, or transfer to an affiliate or successor entity.


31. Notices
Formal notices concerning termination, breach, or disputes must be provided in writing.
Email notice is sufficient when sent to the primary business email addresses identified by the parties in the applicable SOW, unless the SOW specifies another notice method.


32. Entire Agreement
These Terms together with the applicable signed SOW constitute the agreement between Stellar Action and the client concerning the applicable services and supersede prior discussions or communications concerning the same subject matter. A purchase order or other client-generated document will not modify these Terms or an SOW unless Stellar Action expressly agrees to the modification in writing.


33. Changes to These Terms
Stellar Action may update these Terms from time to time. Updated Terms become effective when posted for future website use and future engagements. Unless otherwise agreed in writing, amendments posted after an SOW is signed will not retroactively modify the terms governing that existing SOW.


34. Severability
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.


35. No Waiver
Failure by either party to enforce a provision on one occasion does not waive the right to enforce that provision later.


36. Survival
Provisions that by their nature should continue after termination or completion of an engagement will survive, including payment obligations, intellectual property rights, confidentiality obligations, publicity rights already granted, indemnification obligations, disclaimers, limitations of liability, and dispute-resolution provisions.


37. Contact and Legal Entity
These Terms are issued by:
Stellar Holdings LLC
doing business as Stellar Action
Florida, United States

Questions concerning these Terms may be directed to Stellar Action using the contact information provided on our website or in the applicable SOW.