Last updated: Jan, 2026
IMPORTANT: Carefully read these terms and conditions before using the Services (as defined below).
These Terms and Conditions (“Agreement”) creates a binding legal agreement between you (“Customer”) and Astrus Inc. (“Astrus”) regarding Customer’s use of the Services.
BY USING THE SERVICES, CUSTOMER HEREBY AGREES TO THIS AGREEMENT. CUSTOMER MAY NOT USE THE SERVICES IF IT DOES NOT ACCEPT THIS AGREEMENT. IF YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT THIS AGREEMENT OR USE THE SERVICES OR DOCUMENTATION ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY.
Please read our privacy policy at https://www.astrus.ai/privacy, which separately determines how Astrus collects, uses and discloses personal information in connection with the Services.
Astrus may update this Agreement at any time, with at least thirty (30) days' prior written notice to Customer of material changes, and Customer should review the current version of this Agreement from time to time at www.astrus.ai/terms. Customer’s continued use of the Services after the thirty (30) day notice period will be deemed acceptance of any such revisions. Customer may terminate this Agreement if it does not agree to the revised terms by providing written notice to Astrus within the thirty (30) day notice period. Before you continue, you should print or save a local copy of this Agreement for your records.
Notwithstanding anything in this Agreement to the contrary, if Customer has entered into a separate written agreement with Astrus specifically governing Customer's use of the Services, the terms of such separate agreement shall prevail over this Agreement to the extent of any conflict.
TERMS AND CONDITIONS
Definitions. As used in this Agreement:
1.1 “Aggregated Data” means data, statistics, analyses, and information derived from Customer Data, Customer Output, or System Data that has been aggregated, anonymized, or de-identified such that it does not and cannot reasonably be used to identify Customer or any individual person.
1.2 “Agreement” means these Terms and Conditions.
1.3 “Astrus Customer Portal” means the online customer portal located at https://app.astrus.ai, including any related or successor web site or pages.
1.4 “Astrus System” means the technology, including hardware and software, used by Astrus to deliver the Services to Customer in accordance with this Agreement.
1.5 “Astrus Technology” is defined in Section 7.1.
1.6 “Claim” is defined in Section 13.2.
1.7 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Confidential Information of Astrus includes the information derived from or concerning the Services, the Astrus System or the Documentation and the terms of this Agreement, and of Customer includes Customer Data.
1.8 “Credentials” is defined in Section 3.1.
1.9 “Customer Data” means any data or information submitted or provided by Customer and processed through the Services or information obtained from processing of information provided by Customer, excluding Customer Output.
1.10 “Customer Output” means any output, work product, or work of authorship that is created by the Customer through processing of Customer Data through Astrus Services, but expressly excludes the Astrus-provided documents, templates, layouts, software or program code, Third Party Products or the Services themselves.
1.11 “Discloser” is defined in Section 5.1.
1.12 “Documentation” means the User materials provided by Astrus regarding the Services, including Astrus-published training materials for Users.
1.13 "Effective Date" means (a) if there is a Service Agreement, the date specified in the Service Agreement as the effective date, or if no date is specified, the date the Service Agreement is executed by both parties; or (b) if there is no Service Agreement, the date Customer first accesses or uses the Services or accepts this Agreement, whichever occurs first.
1.14 “Fees” is defined in Section 4 hereof.
1.15 “Recipient” is defined in Section 5.1.
1.16 “Services” means the service delivered by Astrus to Customer using the Astrus System, as made available by Astrus from time-to-time.
1.17 “Service Agreement” means the specific agreement representing the access to the Services (and any subsequent modifications) agreed to by Astrus and Customer in writing that are incorporated in and made a part of this Agreement.
1.18 “System Data” means information and data regarding the operation and functions of the Services, including but not limited to, data collected or generated about the performance, operation and use of the Astrus System or Services including without limitation: services or system metadata, log data, device information, location information, cookie information, and data relating to third-party services but excludes Customer Data.
1.19 “Third Party Products” has the meaning given to it in Section 6.
1.20 “Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of Customer and have been supplied Credentials for this purpose.
Services.
2.1 Access to the Services. Subject to Customer’s compliance with this Agreement, Astrus will provide access to and use of the Services to Users in accordance with this Agreement solely for Customer’s internal business purposes and not for resale or to provide services to third parties. Customer may not transfer or sub-license any access, use or permission to the Services. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality, features or services, or dependent upon any oral or written public comments made by Astrus with respect to future functionality or features.
2.2 Changes. Astrus reserves the right, in its sole discretion, to make any changes to the Services and the Support Services at any time that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services, (ii) the competitive strength of or market for the Services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable Law. Astrus will use reasonable efforts not to make changes to the Services and Support Services that materially remove features or functionality which were available on the Effective Date of the most current Service Agreement.
2.3 Trial Services. For any free, evaluation, or trial Services, notwithstanding any other provision of this Agreement: (a) Astrus may suspend, terminate, modify, or discontinue such Services at any time without notice or liability; (b) Astrus has no obligation to provide support, address issues, or offer a non-trial version of the Services; (c) Astrus may charge fees for any non-trial version; and (d) ASTRUS’S TOTAL LIABILITY FOR TRIAL SERVICES SHALL NOT EXCEED $100.00 USD, INCLUDING FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
Customer’s Use of the Services.
3.1 Access and Security Guidelines. Each User will be assigned a unique user identification name and password (“Credentials”) for access to and use of the Services. Customer will be responsible for ensuring the security and confidentiality of its Credentials. Credentials cannot be shared or used by more than one User. Customer will prevent unauthorized access to, or use of, the Services, and notify Astrus promptly of any such unauthorized use. Customer will not use its access to the Services to: (a) harvest, collect, gather or assemble information or data regarding other Astrus customers without their consent; (b) access or copy any data or information of other Astrus customers without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (d) harass or interfere with another Astrus customer’s use and enjoyment of the Services. At all times, Customer will comply with all applicable local, provincial, state, federal, and foreign laws in accessing and using the Services.
3.2 Use Restrictions. Customer is solely responsible for all activities under Customer and User accounts and for all Customer Data. Customer will not, and will ensure that Users do not: (a) provide, post, or transmit any Customer Data or other information that infringes or violates any intellectual property rights, publicity or privacy rights, law or regulation; (b) make the Services available to anyone other than its Users; (c) reverse engineer, disassemble, decompile, or attempt to derive source code from any component of the Astrus System or Astrus Technology; (d) sublicense, transfer, resell, or use the Services for the benefit of any third party; (e) modify, copy, or create derivative or competitive works based on the Services, Astrus Technology, or Astrus Systems; (f) gain or attempt unauthorized access to any account, project, administrative function, or system component, or circumvent any security, authentication, or access control measures; (g) introduce malware, viruses, harmful code, corrupted files, or any malicious content, or perform penetration testing or security assessments without Astrus's prior written permission; (h) degrade service availability or performance through excessive requests, DDoS attacks, resource exhaustion, or abnormal usage patterns; (i) upload unauthorized file types, malformed files, or files designed to exploit or compromise the Services; (j) access, extract, copy, or reverse-engineer data, files, or information belonging to other customers or Users without authorization; (k) post malicious, false, or harmful content, or tamper with design artifacts, projects, or data in ways that disrupt workflows or cause errors; (l) if granted administrative privileges, improperly suspend, delete, or restrict Users or projects, or delete critical data without following proper authorization and governance procedures; (m) use unauthorized automation, scripts, bots, or integrate with external systems without approved APIs and proper security controls; (n) misrepresent identity or impersonate others; (o) store or process regulated, export-controlled, or prohibited data types in violation of applicable law; or (p) use the Services to transmit any unlawful, defamatory, harassing, pornographic, or harmful material, or in any manner that violates this Agreement. If Astrus determines that any Customer Data or content violates this section, Astrus may remove such content, suspend access to the Services, or terminate this Agreement. Customer will be responsible for any associated costs. Astrus will notify Customer as soon as reasonably practical. Astrus is under no obligation to review Customer Data for accuracy or potential liability.
3.3 Customer Responsibilities. Customer is responsible for (a) procuring and maintaining communication services, including high speed Internet, connections between Customer’s systems and the Astrus System and Services, and will also be responsible for the technical requirements described in the Astrus Customer Portal; (b) ensuring that the Services are used solely for Customer’s internal business purposes and in accordance with the Documentation; (c) ensuring Users comply with this Agreement; (d) obtaining all necessary consents for Astrus to provide, use and copy Customer Data for the purpose of the Services and for creating Aggregated Data, and the exercise of Astrus’s rights assigned via license pursuant to Section 7.2 below; (e) assigning, recording, and controlling the issuance of all Credentials; (f) using best efforts to prevent unauthorized access or use of the Astrus Services; and (g) ensuring that Customer has all legal right, consent and authority to access any third party legal documents available through the Services, including, but not limited to, precedents if Customer chose to use the Services default precedents and will defend and indemnify Astrus for any claim related thereto.
3.4 Suspension of Service. Astrus may suspend Customer's or any User's access to the Services immediately upon notice (or without notice if Astrus reasonably determines that notice could increase security risks) in the following circumstances:
(a) if Astrus reasonably suspects or detects (i) a security compromise or breach; (ii) abnormal, unusual, or unauthorized activity; (iii) violations of the acceptable use provisions in Sections 3.1, 3.2, or 3.3; or (iv) any activity that poses a security risk to the Astrus System, other customers, or third parties;
(b) if any Fees are more than thirty (30) days overdue or Customer otherwise fails to meet its payment obligations under Section 4;
(c) if Customer materially breaches any provision of this Agreement;
(d) upon request by Customer's authorized administrator for temporary deactivation of specific Users or the Services;
(e) to enforce access controls following (i) changes in User roles or permissions; (ii) termination of a User's employment or relationship with Customer; or (iii) Customer's failure to maintain current User information as required under Section 3.1; or
(f) on a case-by-case basis as Astrus reasonably determines is necessary to protect the integrity, security, or availability of the Services or to comply with applicable law.
Astrus will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy the issue prior to suspension, except where immediate suspension is necessary to prevent security risks, protect other customers, comply with legal requirements, or where Customer has repeatedly violated this Agreement. Astrus will promptly restore access to the Services when (i) security issues have been resolved to Astrus's reasonable satisfaction, (ii) Customer's authorized administrator has requested reactivation for customer-initiated suspensions, or (iii) all outstanding Fees have been paid and any material breach has been cured. Astrus may impose reasonable conditions on reactivation to protect the Services and other customers.
4. Fees, Payment and Renewal. As consideration for access to the Services and the Support Services provided by Astrus under this Agreement, Customer will pay Astrus the fees (“Fees”) in accordance with the Service Agreement and any subsequent Service Agreement that may be agreed to by Astrus. Except as may otherwise be agreed to in a Service Agreement, all Fees will be (a) charged in USD, (b) billed on a monthly basis, and (c) will be due within thirty (30) days of receipt of invoice. The only acceptable methods of payment are (a) pre-authorized debit, (b) wire transfer, or (c) electronic money transfer through the ACH network. Overdue amounts will accrue interest at the rate of 12% per annum, or at the highest legal interest rate, if less. Customer will reimburse Astrus for all expenses (including reasonable attorneys’ fees) incurred by Astrus to collect any amount that is not paid when due. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Astrus’s net income. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. The terms of renewal will be set forth in the Service Agreement.
5. Confidential Information.
5.1 Obligation. Each party that is a recipient (the “Recipient”) of Confidential Information of the other party (the “Discloser”) agrees (a) to hold the Discloser’s Confidential Information in strict confidence, (b) to limit access to the Discloser’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use or copy the Discloser’s Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the Recipient will not be in violation of this Section 5.1 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that the Recipient gives the Discloser prior written notice of such disclosure in order to permit the Discloser to seek confidential treatment of such information.
5.2 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the Recipient, (b) was in the Recipient’s lawful possession prior to the disclosure, as shown by the Recipient’s competent written records, (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information, as shown by the Recipient’s competent written records, or (d) is lawfully disclosed to the Recipient by a third party without restriction on disclosure.
5.3 Injunctive Relief. Customer acknowledges and agrees that, in the event of a breach or threatened breach of any of the provisions of Section 5, monetary damages will not be an adequate remedy for Astrus and, accordingly, Astrus will be entitled to injunctive relief against such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy will be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach hereof.
6. Third Party Products. Customer acknowledges and agrees that third party products or information, if any, which are provided with, interoperate with or incorporated as part of the Services (the “Third Party Products”) are additionally subject to the applicable flow-through provisions. Notwithstanding anything to the contrary in this Agreement, the use by Customer of Third Party Products is at all times subject to the terms and conditions of the Third Party Products’ agreements. ASTRUS MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WITH RESPECT TO THIRD PARTY PRODUCTS AND IS NOT RESPONSIBLE OR LIABLE FOR ANY USE OF SUCH THIRD PARTY PRODUCTS OR OUTPUTS RESULTING FROM THEIR USE OR NON-USE. In addition, in connection with certain features of the Services, including integrations to third party platforms, Customer may be required to agree to other terms.
Ownership.
7.1 Astrus System and Technology. Customer acknowledges that Astrus retains all right, title and interest in and to the Astrus System, Aggregated Data, System Data and all software, materials, formats, interfaces, information, data, content (including templates) and Astrus proprietary information and technology used by Astrus or provided to Customer in connection with the Services (the “Astrus Technology”), and that the Astrus Technology is protected by intellectual property rights owned by or licensed to Astrus. Other than as expressly set forth in this Agreement, no license or other rights in the Astrus Technology are granted to the Customer, and all such rights are hereby expressly reserved by Astrus. Astrus will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Services.
7.2 Customer Data. Customer retains all right, title and interest in and to the Customer Data. Astrus will only use Customer Data to provide the Services and otherwise as expressly permitted under this Agreement. Customer will be solely responsible for providing all Customer Data required for the proper operation of the Services. Customer hereby does and will grant to Astrus a limited and non-exclusive license to access, use, display, reproduce and modify such Customer Data: (a) to provide, maintain, develop and update the Services; (b) to prevent or address service, security, support or technical issues relating to the Services; (c) to comply with applicable law; (d) create Aggregated Data; and (e) as expressly permitted under this Agreement. Astrus will handle Customer Data in accordance with its then-current data retention and destruction policy. The Customer represents and warrants to Astrus that it has all necessary rights from applicable third parties (including clients of the Customer) to use the Customer Data in connection with the Services and this Agreement. The Customer will own the copyright in and to any customer created template but notwithstanding any other provision of this Agreement, Customer does not own any right, title or interest, including any copyright, in any work of authorship, including any template provided by Astrus as part of the Services. Nothing in this Agreement shall be construed to prevent or limit Astrus or its other customers from independently creating the same or materially similar works of authorship as any customer created template.
8. Term and Termination.
8.1 Term. The initial term of this Agreement will commence on the Effective Date and continue until the expiration of the last Service Agreement between Astrus and Customer, unless terminated earlier pursuant to Section 8.2 or 8.3 hereof.
8.2 Astrus Termination. Astrus may terminate this Agreement: (a) immediately without notice if Customer or any Users breach any of the terms or conditions set out in Section 2.1 or Section 3.4; (b) immediately without notice if Customer becomes subject to a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) in addition to (a) and (b), upon written notice if Customer materially breaches this Agreement and does not cure such breach (if curable) within thirty (30) days after receiving written notice of such breach; or (d) upon 30 days’ written notice to Customer for any reason.
8.3 Customer Termination. Customer may terminate this Agreement: (a) upon written notice if Astrus materially breaches this Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach; or (b) upon written notice if Astrus becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.4 Effect of Termination. Upon the termination of this Agreement Astrus will cease immediately to provide access or use of the Services, and Customer will have no more than thirty (30) days from the effective date of termination to download any Customer Data (in a then-current industry standard format used by Astrus) after which time Astrus may delete such Customer Data. Upon termination of this Agreement for any other reason, no refunds will be provided to Customer and any amounts owed to Astrus under this Agreement before such termination will become immediately due and payable.
8.5 Termination & Survival. Upon the termination of this Agreement, each party will return to the other all property (including any Confidential Information and Customer Data) of the other party in its possession or control. Astrus agrees that upon any early termination of this Agreement, Astrus will allow the Customer to access, without the right to modify, enhance or add to, the Customer Data (either through on-line access or an off-line mechanism provided by Astrus) for a reasonable time period after termination in accordance with Section 8.4. Thereafter, Astrus may remove all Customer Data from the Astrus System and all Customer access to or use of the Astrus System and Services will be immediately suspended. Notwithstanding the foregoing, Astrus will not be required to delete copies of Customer Data to the extent that it only exists in back-up media that is not generally accessible while it remains in that state and is deleted in accordance with Astrus’s then current data retention and destruction policy. The rights and duties of the parties under Sections 3.2, 3.3, 3.4, 4, 5, 7, 8.4, 8.5, 9, and 10- 14 will survive the termination or expiration of this Agreement.
9. Documentation & Services. Astrus will provide the Services in a manner so that they operate substantially as described in the Documentation. Customer’s sole remedy for any failure of the Services to meet the Documentation will be Astrus using reasonable efforts to provide the Support Services described in Section 2.3 to remedy the Services to meet the Documentation. Astrus is not responsible or liable to provide Support Services for: (a) issues arising by accident, abuse or use of the Services in a manner inconsistent with this Agreement or the Documentation, or resulting from events beyond Astrus’s reasonable control; (b) issues arising from any third party services, service provider, software, application, hardware or services; (c) issues arising by the failure of Customer to have or meet minimum system requirements; and (d) issues arising from downtime or other interruptions in Customer’s access to the Services.
10. Warranty Disclaimer. OTHER THAN THE EXPRESS WARRANTY IN THE FOREGOING PARAGRAPH, ASTRUS MAKES NO WARRANTY CONCERNING THE ASTRUS SYSTEM OR SERVICES AND CUSTOMER ACKNOWLEDGES THAT ASTRUS’S SOLE OBLIGATION WITH REGARD TO THE SERVICES IS TO PROVIDE THE SUPPORT SERVICES DESCRIBED IN SECTION 2.3. ACCORDINGLY, THE SERVICES, THE ASTRUS SYSTEM, THE ASTRUS TECHNOLOGY AND ALL OTHER DATA, MATERIALS, AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY ASTRUS AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. ASTRUS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY ASTRUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL CONSTITUTE LEGAL, TAX OR FINANCIAL ADVICE. ASTRUS DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.
11. Generative Technology. THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE TECHNOLOGY WHICH MAY GENERATE INACCURATE OR INAPPROPRIATE CONTENT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE USE. SUCH CONTENT SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. CUSTOMER SHOULD CONSULT WITH APPROPRIATE PROFESSIONALS FOR SPECIFIC ADVICE TAILORED TO CUSTOMER’S SPECIFIC REQUIREMENTS AND CIRCUMSTANCES. ASTRUS IS NOT RESPONSIBLE FOR CONSEQUENCES OF CUSTOMER USE OF AI-GENERATED CONTENT AND RESERVES THE RIGHT TO MONITOR, MODIFY, OR REMOVE ANY AI CONTENT THAT VIOLATES THESE TERMS OR COULD CAUSE HARM. AI SYSTEMS MAY GENERATE INACCURATE RESULTS, INFRINGE OR MISAPPROPRIATE RIGHTS, DISCLOSE CONFIDENTIAL INFORMATION, OR PRODUCE UNLAWFUL OR UNDESIRABLE OUTPUTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ASTRUS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND OR HOWSOEVER ARISING TO CUSTOMER OR ANY THIRD PARTY ARISING FROM OR RELATED TO AI SERVICES OR RESULTS, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR INACCURATE RESULTS, FORESEEABLE OR UNINTENDED CONSEQUENCES, OR ACTIONS TAKEN IN RELIANCE ON AI OUTPUT. ALL AI-GENERATED CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE BINDING OFFERS OR GUARANTEES.
12. Indemnity.
12.1 By Customer. If any action is instituted by a third party against Astrus (a) arising out of or relating to Customer’s use of the Astrus System, the Astrus Technology or Services (including claims by any customer or business partner of Customer); (b) Customer’s breach of any term, condition or warranty in this Agreement; (c) Customer’s installation of or use of any third party software or Third Party Products; (d) Customer’s use of the Services, including, but not limited to, in a way that contravenes any applicable law or regulation; or (e) alleging that the Customer Data, or the use of Customer Data pursuant to this Agreement, infringes the intellectual property or other right of a third party or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of Astrus and will pay all damages attributable to such claim which are finally awarded against Astrus or paid in settlement of such claim.
12.2 Conditions. Astrus will (a) promptly notify Customer of any third-party claim, suit, or action for which it is seeking an indemnity under Section 13.1 (a “Claim”), and (b) give Customer the sole control over the defense of such Claim (except that Astrus may retain its own legal counsel at its own cost at its discretion). Customer may settle or compromise a Claim without Astrus’s prior approval of any such settlement or compromise only if (i) such settlement involves no finding or admission of any breach by Astrus or its licensors of any obligation to any third party, (ii) such settlement has no effect on any other claim that may be made against Astrus or its licensors or any defense that Astrus or licensors may assert in any such claim, and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by Customer. Upon the Customer’s assumption of the defense of such Claim, Astrus will cooperate with Customer in such defense, at Customer’s expense.
13. Limitation of Liability.
13.1 Astrus’s total cumulative liability to Customer for any and all claims arising from or in connection with this Agreement (under any legal theory including claims in contract or tort), the Services and the Astrus System, will not exceed the amounts actually paid to Astrus by Customer in the one (1) month period immediately preceding the Customer’s formal written notice of the claim for liability hereunder. All claims that Customer may have against Astrus will be aggregated to satisfy this limit and multiple claims will not enlarge this limit. In no event will Astrus be liable for special, incidental, indirect or consequential damages arising out of or in connection with this agreement (under any legal theory including claims in contract or tort), including, but not limited to, interrupted Services or communications, lost data or lost profits, and damages that result from inconvenience, delay or loss of use of any information or data or of the Astrus System or Services, even if Astrus has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein.
14. General Provisions
14.1 Publicity. Astrus may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement and the relationship between the parties. Customer agrees to allow Astrus to use Customer’s name in customer lists and other promotional materials describing Customer as a customer of Astrus and a user of the Services.
14.2 Assignment. Customer may not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of Astrus. Customer agrees that Astrus may subcontract certain aspects of the Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Astrus of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement will inure to the benefit of and will be binding on the successors and assignees of the parties.
14.3 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, Canada without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in Ontario, Canada, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except for applications for injunctive relief by Astrus, which may be brought in any court of competent jurisdiction. If a dispute arising under this Agreement results in litigation, the non-prevailing party will pay the court costs and reasonable attorneys’ fees of the prevailing party.
14.4 Force Majeure. Astrus is not responsible for delays in or failures to fulfill its obligations under this Agreement due to causes beyond its reasonable control including, by way of example, attacks and illegal acts by any third parties or delays or failures arising from natural disasters, war, riots, pandemics, conflicts, acts of terrorism, power outages or defects or malfunctions in networks, equipment or software.
14.5 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. Notices to Astrus should be sent to: (i) legal-notices@astrus.ai (preferred method); or (ii) Customer Support, 425B Grand River Suite - 137 Glasgow Street, Kitchener ON, N2G 4X8. Notices to Customer should be sent to the address provided by Customer on the Service Agreement. Each party may change its address from time to time upon written notice to the other party of the new address. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via email, or (c) sent by recognized air courier service.
14.6 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, and supersedes and replaces any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof, except that if Customer has entered into a separate written agreement with Astrus specifically governing Customer's use of the Services, the terms of such separate agreement shall prevail over this Agreement to the extent of any conflict. Only a writing signed by both parties may modify this Agreement.
14.7 Severability and Waiver. 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. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.8 Amendment. Astrus reserves the right to make changes to this Agreement to reflect changes in or required by law or to reflect changes in business practices. Astrus will provide notice of the effective date of such change to the Agreement which shall be the earlier of either (i) a reasonable notice period or (ii) upon renewal of the Agreement pursuant to Section 8.1.
14.9 Relationship of the Parties. 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.