Astromind Terms of Use

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF ASTROMIND, INC. (“ASTROMIND”), ITS AFFILIATES OR AGENTS AND THE INFORMATION ON IT ARE CONTROLLED BY ASTROMIND. THESE TERMS OF USE GOVERN THE USE OF THE ASTROMIND SERVICE (AS DEFINED BELOW) AND APPLY TO ALL INTERNET USERS VISITING THE ASTROMIND SERVICE BY ACCESS OR USING THE ASTROMIND SERVICE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE ASTROMIND SERVICE. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE ASTROMIND SERVICE, YOU, AS THE PERSON OR ENTITY ENTERING INTO THESE TERMS OF USE (“SUBSCRIBER”) REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ASTROMIND, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE ASTROMIND SERVICES.

Your use of, and participation in, certain Astromind Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT The Agreement IS subject to change by ASTROMIND in its sole discretion at any time. When changes are made, Astromind will make a new copy of the Terms of Use available within the Astromind Service and any new Supplemental Terms will be made available from within, or through, the affected Astromind Service. We will also update the “Last Updated” date at the top of the Terms of Use. Company may require you to provide consent to the updated Agreement in a specified manner before further use of the Astromind Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Astromind Services. Otherwise, your continued use of the Astromind Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Definitions. As used in this Agreement:

“AI Tools” means any third-party artificial intelligence platform connected to, or integrated with, the Astromind Service by or on behalf of Subscriber, such as ChatGPT.

“Algorithmic Data” means algorithmic data generated from the compression, rearrangement and/or optimization of Subscriber Data, including summary statistics of underlying values.

“Astromind Platform” means the technology, including AI and machine learning algorithms, used by Astromind to deliver the Astromind Service to Subscriber.

“Astromind Service” means the online service delivered by Astromind to Subscriber using the Astromind Platform as described in the Order Form.

“Documentation” means any user manuals, handbooks, and online materials provided by Astromind to Subscriber that describe the features, functionality, or operation of the Astromind Platform.

“Integration Tools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Astromind in the performance of any Professional Services related to the integration, implementation, connection and/or onboarding of any AI Tools. For clarity, Integration Tools do not include AI Tools or any confidential information of Subscriber.

“Order Form” means any order form for Astromind Service executed by both parties that references this Agreement, including any pricing webpage of Astromind.

“Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Astromind Service, which does not contain any personally identifiable information or Subscriber Data.

“Subscriber Data” means Inputs, Outputs (as defined in Section 3.1), and any other data uploaded or transmitted to the Astromind Service by Subscriber.

“Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Astromind Service.

Astromind Service.

Subscription to the Astromind Service. Subject to the terms and conditions of this Agreement, Astromind hereby grants to Subscriber a non-sublicensable, non-transferable (except as provided in Section 12), non-exclusive subscription to access and use the Astromind Service solely for Subscriber’s business purposes.

2.2 Integrations. Subject to the terms herein, Subscriber may integrate or embed the Astromind Service in connection with Subscriber’s own products and services; provided, that (i) Subscriber may not sell, distribute or offer the Astromind Service to third parties as a standalone; (ii) Subscriber’s product or service as a whole must offer substantially different features and functions to the Astromind Service; and (iii) Subscriber will enter into a binding agreement with the end user(s) of the integrated offering that is at least as protective of Astromind’s rights and interests as the terms herein.

AI Tools. In order to access many of the features and functions of the Astromind Service, Subscriber may need to link its accounts with AI Tools to the Astromind Service, or use the APIs provided by those AI Tools. By granting Astromind access to any of its accounts that access AI Tools, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Astromind access to such AI Tools, (ii) Subscriber represents and warrants that it is in good standing with respect to such AI Tools, and (iii) Subscriber acknowledges that: (a) the Astromind Service may transmit, share or upload the Subscriber Data as well as any prompts, comments, questions and other input that Subscriber provides to the AI Tools (collectively, “Input”) to those AI Tools in order to enable Subscriber to use the services made available via those AI Tools, and (b) Astromind is not responsible for any content or outputs generated via the AI Tools (collectively, “Outputs”) and that all Outputs are therefore made available “as is” and “with all faults” via the Astromind Service. Subscriber further acknowledges and agrees that each AI Tool, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant AI Tools. Astromind will have no liability for any unavailability of any AI Tools, or any third-party provider’s decision to discontinue, suspend or terminate any AI Tools.

Subscriber’s Use of the Astromind Service.

Access and Security Guidelines. Each User will be provided access to and use of the Astromind Service through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Astromind’s negligence. Subscriber will promptly notify Astromind of any unauthorized use or access to its account. User seats may not be shared amongst other Users.

Restrictions. Subscriber will not, and will not permit any User or other party to: (a) reverse engineer, disassemble or decompile any component of the Astromind Platform; (b) interfere in any manner with the operation of the Astromind Service, or the Astromind Platform or the hardware and network used to operate the Astromind Service; (c) except as permitted in Section 2.2, sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Astromind Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Astromind Platform; or (e) otherwise use the Astromind Service in any manner that exceeds the scope of use permitted under Section 2.1.

Fees, Credits Payment and Suspension of Services.

Fees and Payment Terms. Subscriber will pay Astromind the fees for the Astromind Service as set forth on the applicable Order Form (“Fees”). The Order Form will specify the number of tokens included in Subscriber’s subscription and the price of tokens used in excess of the tokens included in the subscription during any applicable billing period. Subscriber will be invoiced for such overage tokens at the rates and pursuant to the payment terms set forth in the Order Form. Unless otherwise stated in an applicable Order Form, all subscription fees will be invoiced and payable in advance on a monthly basis. Subscriber may switch to a higher subscription tier at any point during the applicable Order Term upon payment of the additional Fees on a prorated basis.

Credits. In certain instances, Subscriber may receive or be able to purchase credits (the “Credits”) to access and use certain features of the Astromind Service. If Subscriber receives or purchases Credits, Subscriber will be charged the corresponding Fees. Any such Credits purchased by Subscriber represent amounts that Subscriber has prepaid for certain features of the Astromind Service. Credits may only be used during any timeframe specified at the time of purchase, or if no timeframe is specified, such Credits will expire at the end of this Agreement. Thereafter, if such Credits are not used, Subscriber will lose access to any such unused Credits. Subscriber agrees and understands that in the event that Subscriber terminates this Agreement or otherwise ceases using the Astromind Service, Subscriber will lose access to any unused Credits. Credits have no cash value, cannot be reloaded, resold, transferred for value, traded or sold on secondary markets, redeemed for cash, or applied to any other account or subscription, except to the extent required by law. Astromind reserves the right to change terms and conditions of Credits without notice. The volume or amount of Astromind Service (or any other functionality) that Credits can be used to obtain is not based on a fixed dollar amount, though the amount of Credits may be denominated in dollars or any other unit determined by Astromind, and is subject to change at the sole discretion of the Astromind at any time.

Taxes. All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber 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 Subscriber in connection with this Agreement, except for employment taxes and taxes based on Astromind’s income. If Subscriber believes that Astromind has incorrectly billed Subscriber, Subscriber must notify Astromind no later than sixty (60) days after the due date on the first invoice in which the issue appeared. Astromind may increase the applicable Fees upon the commencement of any Renewal Order Term (as defined below) by an amount equal to the increase of the Consumer Price Index plus three percent (3%) upon at least forty five days written notice prior to the commencement of such Renewal Order Term. Astromind reserves the right (in addition to any other rights or remedies Astromind may have) to discontinue the Astromind Service and suspend Subscriber’s access to the Astromind Service if any Fees set forth in the applicable Order Form are more than thirty (30) days overdue until such amounts are paid in full. Subscriber shall maintain complete, accurate and up-to-date Subscriber billing and contact information.

Ownership and Data.

Astromind Platform and Technology. Subscriber acknowledges that Astromind retains all right, title and interest in and to the Astromind Platform, including all algorithms, AI, language and visual models and improvements thereto, Integration Tools and all software and all Astromind proprietary information and technology used by Astromind or provided to Subscriber in connection with the Astromind Service (the “Astromind Technology”), and that the Astromind Technology is protected by intellectual property rights owned by or licensed to Astromind. Other than as expressly set forth in this Agreement, no license or other rights in the Astromind Technology are granted to the Subscriber. Subscriber hereby grants Astromind a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Astromind Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Astromind Service. Astromind shall not identify Subscriber as the source of any such feedback.

Subscriber Data. Subscriber retains all right, title and interest in and to the Subscriber Data. Subscriber hereby grants to Astromind a non-exclusive, worldwide, royalty-free and fully paid-up license to: (a) access and use Subscriber Data to provide the Astromind Services to Subscriber; and (b) use Subscriber Data, Inputs, Outputs and Algorithmic Data on an aggregated and anonymized basis to improve the Astromind Services; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable. Subscriber represents and warrants that it has all necessary rights to grant Astromind the foregoing licenses.

Data Security. Astromind currently utilizes Amazon Web Services, a reputable hosting services provider, to store all Subscriber Data; provided, that, Astromind may utilize other hosting service providers of similar repute, such GCP or Microsoft Azure. In the event Astromind becomes aware of any loss or unauthorized access, disclosure or use of any Subscriber Data (“Security Breach”), Astromind will (i) promptly notify Subscriber in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.

Performance Data. Astromind retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.

Term and Termination.

Term. The term of this Agreement will commence on the date Subscriber accepts them (as described in the preamble) and continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the “Initial Order Term”), and will automatically renew for successive one (1) year terms (each, a “Renewal Order Term” and collectively with the Initial Order Term, the “Order Term”), unless either party provides no less than thirty (30) days written notice of its intent to terminate the Order prior to the end of the then-current term.

Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within ten (10) days after written notice of such breach. In addition, Astromind may terminate this Agreement for any reason or for no reason upon fourteen (14) days prior written notice for convenience. Upon the expiration or termination of this Agreement for any reason, (a) any amounts owed to Astromind under this Agreement will become immediately due and payable; and (b) each party will return to the other all property of the other party. Astromind agrees that upon request, Astromind will remove all Subscriber Data from the Astromind Platform and following termination or expiration of this Agreement, all Subscriber access to the Astromind Service will cease. Sections 1, 5, 6, 7.2, 9-12 will survive the termination of this Agreement.

Disclaimers.

Disclaimer. To the maximum extent permitted by applicable law: (a) the Astromind Service, Astromind Platform and documentation are provided “as is” and “as available” and (b) Astromind and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

AI Tools and Outputs. Subscriber acknowledges that Astromind has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any AI Tools or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Outputs. Astromind will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any AI Tools. Subscriber is solely responsible for any reliance upon any Outputs generated by AI Tools and any results obtained from the reliance on any Outputs.

Indemnity.

By Subscriber. Solely to the extent permitted under applicable law, if any action is instituted by a third party against Astromind relating to (a) Subscriber’s breach or alleged breach of this Agreement, or (b) Subscriber’s use of the Astromind Services in violation of any applicable laws, rules or regulations, Subscriber will indemnify, defend and hold harmless Astromind against such action at its own expense on behalf of Astromind and shall pay all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred by Astromind in connection with such claim. This subsection states the sole and exclusive remedy of Astromind and the entire liability of Subscriber for the claims and actions described herein.

Procedure. Any party that is seeking to be indemnified under the provision of this Section 9 must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim.

Limitation of Liability. To the extent permitted by law, in no event shall Astromind or Subscriber be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to this Agreement. In no event shall Astromind’ or Subscriber’s aggregate, cumulative liability in any way relating to this Agreement exceed the amount of fees actually received by Astromind from Subscriber pursuant to the applicable Order Form or Statement of Work during the twelve (12) months preceding the claim. The foregoing limitations shall not apply to payment and indemnity obligations. The parties would not have entered into this Agreement but for such limitations.

Publicity.

Subscriber acknowledges and agrees that Astromind may identify Subscriber as a customer of the Astromind Services on Astromind’s website and marketing materials. Subscriber agrees, upon Astromind’s request, to participate in the creation of a joint press release and/or white paper related to Subscriber’s use of, and experience with, the Astromind Service. Prior to any publication of any such press release or white paper, Astromind will submit such content to Subscriber in order to enable Subscriber to verify the accuracy thereof and ensure that no Subscriber Confidential Information is contained therein; provided, that, in the event Subscriber does not provide any objection thereto within fourteen days of Astromind’s submission, the content of the press release and/or white paper will be deemed accepted.

General Provisions.

Neither party may assign any rights or obligations arising under this Agreement, without the prior written consent of the other; except that either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subscriber agrees that Astromind may subcontract certain aspects of the Astromind Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Astromind of any of its obligations hereunder. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles.  Any notice under this Agreement must be given in writing to the other party at the address set forth above. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent by recognized courier service. This Agreement and the exhibits attached hereto (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.