Astronomer expressly reserves the right to modify these Terms and this Agreement at its discretion at any time it deems appropriate without prior notice of any kind. Any modifications will be made immediately available on the Site. Your continued use of the Site and Services after any such modification will be deemed as an express acceptance of and agreement to such terms. If at anytime you do not agree to the terms, you may no longer use this Site or Astronomer’s Services.
Not every term in this agreement will apply to every user of our Services or Site. Some sections or clauses herein will only apply to Customers or users which have previously agreed to and signed a Customer Agreement with Us.
Subject to the terms of this Agreement, Astronomer will use commercially reasonable efforts to provide Customer the Services in accordance with the Terms herein.
Customer or user shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services or the Site, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer or user shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s or user’s knowledge or consent.
Proprietary Information of Customer and user includes non-public data provided by Customer or user to Astronomer to enable the provision of the Services (“Customer Data”). Notwithstanding anything to the contrary, Astronomer shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, including, without limitation, information concerning Customer Data and data derived therefrom. During and after the term of this Agreement, Astronomer will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Astronomer offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No other rights or licenses are granted except as expressly set forth herein.
Our Services enable You to collect, transmit, and manipulate data (“Customer User Data”) about how You, Your employees, Your customers, and other users (your “Users”) use and interact with your website, services, applications, and software on which You have integrated our Service (including without limitation user name, postal address, e-mail address, IP address, and phone number). We enable You to pass Customer User Data into the Astronomer Service through, and to, a variety of third-party analytics tools and services. Astronomer may also store Customer User Data in connection with the Service. Astronomer collects such information automatically under Your direction when providing our Service, but does not inspect the Customer User Data that it collects.
As between Customer or user and Astronomer, Customer shall retain all rights, title, and interest in and to the Customer User Data. You acknowledge that Astronomer exercises no control whatsoever over the content of the information (including Customer User Data) passing through Astronomer’s systems and networks in connection with providing the Service. Customer or user will be responsible for the accuracy, quality, and legality of Customer User Data, and the means by which You acquired the Customer User Data.
Astronomer takes commercially reasonable steps to safeguard Customer User Data. Recognizing the ever-present existence of threats to cybersecurity, Astronomer is not responsible for unauthorized access to your account or Customer User Data via any means whatsoever. Furthermore, You agree to comply with all applicable privacy and data protection regulations. You agree to provide appropriate notices to your Users about, and if required by applicable laws, obtain appropriate consent from Users for, Your information collection and use practices relating to Your use of our Services, and Your use of any analytics providers or other third parties to whom You instruct us to send Your Customer User Data.
You will not provide us with or use Our Services to collect any Customer User Data, nor request us to forward any Customer User Data to any third party, or request (through any Astronomer Service directly or indirectly) such third party to perform any processing, in violation of any law, regulation, or third party right, including, without limitation, intellectual property, privacy, or contractual rights. We will not be responsible for any act or omission of any third party to whom You request us to forward Your Customer User Data. You hereby irrevocably agree to indemnify, defend, and hold Astronomer, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses arising out of or related to any third party claim resulting from a breach of the foregoing representations and warranties regarding such third party use of the Customer User Data.
You shall not provide Astronomer with any data that is considered “sensitive personal data” under the EU Data Protection Directive 95/46/EC, or that is otherwise subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which You and Astronomer operate. It is your responsibility at all times to ensure that the means of passing data to Astronomer, the data itself, and the directives that We pass this data onto third party tools, comply with the laws, regulations, and agreements to which You, the data, or Astronomer are subject.
Lastly, 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. In some instances, You or approved users affiliated with your account may grant other users access to your account and/or data without Astronomer knowing. In such cases, Astronomer will not limit user access You deem acceptable by permitting such access, and it is solely Your responsibility to ensure said users comply with these Terms.
We reserve the right to terminate this Agreement with any customer or user who 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 Astronomer 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
1100 Sycamore St. Floor 3
Cincinnati, OH 45202
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, unlimited, and royalty-free license to use the Content as is necessary for 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.
In addition, you hereby irrevocably represent and warrant to Astronomer the following: (i) You have all necessary power, authority, right, title and/or licenses to grant to Astronomer the foregoing right and license; (ii) the posting, submission, display of User Content by You on the Site, and the exercise by Astronomer of the foregoing license, does not and will not (1) violate any law or (2) infringe any intellectual property right of any third party; (iii) you will not use the Services to 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. 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.You hereby irrevocably agree to indemnify, defend, and hold Astronomer, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses arising out of or related to any third party claim resulting from a breach of the foregoing representations and warranties regarding Your Content.
Subject to earlier termination as provided in this Agreement, this Agreement shall remain in effect from the time of effective date of publication until such Customer or user is no longer using or engaging in Astronomer’s Services or Site. If the Customer has agreed to and signed a Customer Agreement, then the term therein shall govern.
Astronomer shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Astronomer or by third-party providers, or because of other causes beyond Astronomer’s reasonable control, but Astronomer shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
NOTWITHSTANDING THE AFOREMENTIONED WARRANTY, Astronomer DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND Astronomer DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Astronomer AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Astronomer’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER OR USER TO ASTRONOMER FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Astronomer HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer or user represents, covenants, and warrants that Customer or user will use the Services only in compliance with Astronomer’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer or user hereby agrees to indemnify and hold harmless Astronomer against any damages, losses, liabilities, settlements, and expenses (including without limitation litigation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s or user’s use of Services, unless otherwise stated herein. Although Astronomer has no obligation to monitor Customer’s or user’s use of the Services, Astronomer may do so and may prohibit any use of the Services it believes may be, or alleged to be, in violation of the foregoing.
Further, Customer or user may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR Section 2.101, the Software and documentation are “commercial items” and according to DFAR Section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Notwithstanding the aforementioned limitation on assignability in Section 2, or any other limiting language herein, in the event the Astronomer goes through a change in control by reorganization, acquisition, merger, consolidation, operation of law, or otherwise, Astronomer may transfer and assign all rights under this Agreement to its successor, subsidiary, partner, or other surviving entity.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer or user except with Astronomer’s prior written consent. Astronomer may transfer and assign any of its rights and obligations under this Agreement without consent.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer or user does not have any authority of any kind to bind Astronomer in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Ohio without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer or user otherwise agrees to reasonably cooperate with Astronomer to serve as a reference account upon request.
Without limiting the foregoing, Customer or user agrees to comply with third party terms of service and privacy policies for all third party analytics providers and other services that Astronomer provides with data at your request. Astronomer is not responsible for any act or omissions of any Third Party Platform. Customer or user shall also be responsible for maintaining the security of the Third Party Platforms, its account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the account or the Third Party Platforms with or without Customer’s or user’s knowledge or consent.