This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Ohio, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Astronomer’s principal place of business is located for any lawsuit filed there against You by Astronomer arising from or related to this Agreement. We and our suppliers make no representation that the Services are appropriate or available for use in locations other than the United States. If You use the Services from outside the United States, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. You may not assign, subcontract, delegate, or otherwise transfer these Terms, or Your rights and obligations herein, without obtaining our prior written consent. We may freely assign these Terms. 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. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. No modification of or amendment to these Terms, or any waiver of any rights under these Terms, will be effective unless in writing and signed by an authorized signatory of You and an officer of Astronomer.
ASTRONOMER IS PROVIDING THE SERVICES ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. ASTRONOMER DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ASTRONOMER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
YOU AGREE THAT ASTRONOMER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU, YOUR CUSTOMERS, OR THIRD PARTIES CAUSED BY THE USE OF OR INABILITY TO USE THE SERVICES OR FAILURE OF THE SERVICES TO FUNCTION. IN NO EVENT WILL ASTRONOMER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST DATA AND LOST PROFITS, IN CONNECTION WITH THE USE OF THE SERVICES OR OTHER MATERIALS PROVIDED ALONG WITH THE SERVICES OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THIS AGREEMENT, EVEN IF ASTRONOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTRONOMER'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00).
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by Your use of the Services, Your violation of these Terms, Your violation of any applicable law, regulation or rule, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, the Children's Online Privacy Protection Act of 1998, or the Gramm-Leach-Bliley Act of 1999, the standards promulgated by the PCI Security Standards Council, or Your violation of any rights of a third party through use of the Services.
You are solely responsible for any content and other material that You submit, publish, transmit, or display on, through, or with our Services (“Content”). You grant us a non-exclusive, worldwide, royalty-free and fully paid license to use the Content, as necessary, for purposes of providing the Services to You and other users of the Services. All rights in and to the Content not expressly granted to us in this Agreement are reserved by You. You will not use our services to: (i) upload, post, email, or otherwise transmit any Content that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent Your affiliation with any person or entity; (iv) upload, post, email, or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Content that contains confidential health information governed under the Health Insurance Portability and Accountability Act of 1996 (HIPAA); (vi) upload, post, email or otherwise transmit any Content that contains identifiable financial information (such as Social Security numbers, credit card numbers, bank account numbers, or bank routing information); (vii) upload, post, email or otherwise transmit any Content that contains password information for any third-party users; (viii) upload, post, email or otherwise transmit any Content that contains personally identifiable information for individuals under the age of 13 years old; (x) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, or other right of any party; (xi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (xii) upload, post, email, or otherwise transmit any Content that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xiv) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (xv) “stalk” or otherwise harass another user of the Services. You agree that we may (but have no obligation to), in our sole discretion, remove or modify any Content which we deem to violate this section.
These Terms will continue to apply until terminated by either You or Astronomer as set forth below (the “Term”). If You want to terminate Your agreement with us, You may do so by (a) notifying us at any time; and (b) closing Your accounts for the Services, where we have made this option available to You. Your notice should be sent, in writing, to Company’s address set forth below. We may at any time terminate our agreement with You if (a) You have breached any provision of these Terms (or have acted in a manner that clearly shows You do not intend to, or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful); (c) the provision of the Services to You by us is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services (or any part thereof). Termination of Your account includes: (a) removal of access to all offerings within the Services; (b) deletion of Your password and all related information; and (c) barring of further use of the Services. Upon expiration or termination, You shall promptly discontinue use of the Services. However, the sections titled IP Ownership, Your Content, Feedback, Disclaimer of Warranties, Limitation of Liability, Indemnity, Term and Termination and General of these Terms will survive any termination of the Terms.
Subject to the rights granted in this Agreement, Astronomer retains all right, title and interest in and to the Services, and You acknowledge that You neither own nor acquire any rights in and to the Services other than the limited rights expressly granted under this Agreement.
You are responsible for maintaining the confidentiality of Your username and password, and are solely responsible for all activities that occur thereunder. You agree (i) not to allow a third party to use Your account, usernames or passwords at any time; and (ii) to notify Astronomer promptly of any actual or suspected unauthorized use of Your account, usernames or passwords, or any other breach or suspected breach of this Agreement.
We reserve the right to terminate our agreement with any customer who repeatedly infringes third party copyright rights upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if You believe that a copyrighted work has been copied and posted via the Services in a way that constitutes copyright infringement, You shall provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location in connection with the Service of the copyrighted work that You claim has been infringed; (c) a written statement by You that You have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) Your name and contact information, such as telephone number or email address; and (e) a statement by You that the above information in Your notice is accurate and, under penalty of perjury, that You are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: Copyright Agent
1417 Main St
Cincinnati, OH 45202
You agree that Astronomer may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement.
You acknowledge and agrees that any comments, ideas and/or reports provided to Astronomer (“Feedback”) shall be the property of Astronomer and You hereby irrevocably transfer and assign to Astronomer such Feedback, and all associated intellectual property rights, provided however that You shall be free to use such Feedback in the ordinary conduct of Your business.