Astro LLC Terms and Conditions

These Terms and Conditions (the "Terms") are a binding agreement between Astro LLC, a Minnesota limited liability company with its principal office at 10 S 5th St., Unit 1024, Minneapolis, MN ("Astro," "we," "us," or "our"), and the business or other entity that accepts them ("Customer," "you," or "your"). They govern your access to and use of our websites, cloud-based software platform, applications, application programming interfaces, and related services (together, the "Services").

You accept these Terms by (a) signing or electronically accepting an Order Form that references them, (b) clicking to accept them, (c) creating an account, or (d) accessing or using the Services, whichever happens first. If you accept on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "Customer" means that entity. If you do not have that authority or do not agree to these Terms, you must not use the Services.

The Services are offered only for business and professional purposes and not for personal, family, or household use.

• •"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• •"Authorized User" means an employee, contractor, or agent of Customer or its Affiliates whom Customer permits to use the Services under its account.
• •"Customer Data" means all data, content, and information that Customer or its Authorized Users submit to, collect through, or process using the Services, including information about Customer's own leads, clients, and other contacts, messages, call recordings, and transcripts. Customer Data does not include Usage Data.
• •"Documentation" means Astro's then-current user guides and help materials for the Services.
• •"Order Form" means an ordering document, online sign-up flow, or checkout page that identifies the Services, plan, fees, and subscription term and is accepted by both parties.
• •"Output" means content generated by the AI features of the Services in response to Customer's inputs.
• •"Third-Party Services" means products, services, platforms, and content not owned by Astro, including telecommunications carriers, messaging providers, advertising platforms, and integrations.
• •"Usage Data" means technical and operational data about the performance and use of the Services, which does not identify Customer or any individual.

• •Eligibility. You must be a business or other entity with the legal capacity to enter into binding contracts. The individual who registers must be at least 18 years old. You may not use the Services if you are barred from receiving them under applicable law, including because you are subject to sanctions.
• •Accurate information. You will provide accurate, current, and complete information when you register and keep it up to date.
• •Authorized Users. You are responsible for all Authorized Users and for their compliance with these Terms. Each login is for one individual and may not be shared. You are liable for all activity under your account, whether or not authorized by you, unless caused by our breach of these Terms.
• •Credentials. You will keep credentials confidential, use strong passwords, enable multi-factor authentication where available, and promptly notify us at support@astrocrm.ai of any unauthorized use or suspected security incident.
• •Administrators. We may rely on instructions from any person who appears to be an account administrator as coming from you.

• •Provision of the Services. Subject to these Terms and payment of the applicable fees, Astro will make the Services available to Customer during the subscription term in accordance with the Order Form and the Documentation.
• •Support. We provide support by email at support@astrocrm.ai during our normal business hours, which are Monday through Friday, excluding US holidays. Any additional support tier or service level commitment applies only if it is stated in an Order Form.
• •Availability. We will use commercially reasonable efforts to keep the Services available, excluding scheduled maintenance, emergency maintenance, and events outside our reasonable control, including failures of Third-Party Services, carriers, hosting providers, and the internet. Unless an Order Form expressly states a service level agreement, we make no uptime commitment.
• •Modifications. We may update, improve, add, or remove features and functionality of the Services from time to time. We will not materially reduce the core functionality of a paid subscription during its then-current term, except as needed to comply with law, address security, or because a Third-Party Service we depend on changes or becomes unavailable.
• •Beta features. We may offer features, products, or services designated as beta, preview, or early access ("Beta Features"). Beta Features are optional, may be changed or withdrawn at any time, and are provided "as is" without warranty, support, or any service commitment. Your use is at your own risk, and Sections 18 and 19 apply with full force.
• •Documentation and onboarding. Implementation, onboarding, configuration, and custom development are provided only if described in an Order Form or a separate statement of work.

Subject to these Terms, Astro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Services, and the Documentation, for Customer's internal business operations, within the plan, seat, location, and usage limits stated in the Order Form. All rights not expressly granted are reserved by Astro. Customer's Affiliates may use the Services only if the Order Form permits it, and Customer remains responsible for their compliance and liable for their acts and omissions.

• •Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data. Astro obtains no rights in Customer Data except the limited rights granted in this Section.
• •License to Astro. Customer grants Astro and its subprocessors a worldwide, non-exclusive, royalty-free license during the term (and afterward for the periods in Section 23) to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide, secure, support, and maintain the Services for Customer, to prevent or address technical, security, or abuse problems, as Customer instructs through its use of the Services, and as required by law.
• •Customer responsibility. Customer is solely responsible for Customer Data, including its accuracy, quality, and legality, how it was collected, and the notices, consents, and legal bases needed to collect it, to share it with Astro, and to process it through the Services. Customer represents and warrants that it has, and will maintain, all rights, authorizations, and consents needed for Astro to process Customer Data as described in these Terms, and that Customer Data and its use as permitted by these Terms will not violate any law or the rights of any third party.
• •Restricted data. Customer will not submit to the Services: (a) protected health information subject to HIPAA, unless the parties have signed a business associate agreement; (b) payment card numbers, security codes, or other data subject to PCI DSS, other than through a payment feature we designate for that purpose; (c) government identification numbers, such as Social Security or driver's license numbers; (d) biometric or genetic data; (e) information about a person under 16 that was collected without required parental consent; or (f) any other categories of sensitive data that are not permitted by the Documentation or an Order Form.
• •Usage Data. Astro owns Usage Data and may use it to operate, secure, analyze, and improve the Services and for other lawful business purposes, provided it is aggregated or de-identified and does not identify Customer, its Authorized Users, or any individual.
• •Backups. Customer is responsible for maintaining its own copies of Customer Data that it needs. Astro performs backups for disaster recovery and not as a retrieval service for Customer.

Customer will use, and will ensure that its Authorized Users use, the Services only in compliance with these Terms, the Documentation, and applicable law. Customer will not, and will not permit anyone to:

• •use the Services to send, store, or distribute unlawful, harmful, fraudulent, deceptive, defamatory, harassing, obscene, infringing, or otherwise objectionable content, or content that promotes violence, discrimination, or illegal activity;
• •send unsolicited or unlawful communications, spam, or messages to purchased, rented, scraped, or harvested lists, or otherwise violate Section 9;
• •impersonate any person or entity, or misrepresent identity, affiliation, or the source of a message, including by spoofing caller identification;
• •interfere with or disrupt the integrity or performance of the Services, or probe, scan, or test their vulnerability, or breach or bypass security or authentication measures, without our written permission;
• •introduce viruses, malware, or other harmful code;
• •access the Services by automated means other than the APIs we make available, or exceed API rate limits;
• •copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to discover the source code, models, or underlying structure of the Services, except to the extent the law prohibits this restriction;
• •create a competing product or service, or access the Services to benchmark them or build a competing offering;
• •sell, resell, rent, lease, sublicense, time-share, or provide the Services to third parties on a service-bureau basis, except as an Order Form expressly permits;
• •remove or obscure proprietary notices, or use Astro's names, logos, or marks without our written permission;
• •use the Services to collect or process data in violation of any privacy, data protection, or consumer protection law;
• •use the Services in connection with activities for which a failure could lead to death, personal injury, or environmental damage, or for high-risk or prohibited uses of artificial intelligence under applicable law; or
• •use the Services in violation of export control or sanctions laws, or in any country or by any person subject to a US embargo or sanctions.

We may investigate suspected violations and remove or disable content, throttle, or suspend access as provided in Section 22. We may also report unlawful activity to law enforcement and cooperate with authorities.

The Services let Customer send and receive text messages, emails, and calls, and to record calls and conversations ("Communications"). Customer is solely responsible for all Communications it initiates, authorizes, or causes to be sent through the Services and for ensuring they comply with all applicable laws, regulations, and industry rules. Astro is a technology provider and is not the sender of Customer's Communications and does not provide legal advice.

Without limiting the foregoing, Customer will:

• •obtain and keep records of all consents, opt-ins, and permissions required under applicable law before sending Communications, including prior express written consent for marketing texts and calls, and prior express consent for calls or messages that use automated dialing technology, prerecorded or artificial voices, or AI-generated voices, as the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state telemarketing and "mini-TCPA" laws, CAN-SPAM, CASL, GDPR, ePrivacy rules, and similar laws require;
• •honor opt-out and "STOP" requests immediately and in any event within the time the law and carrier rules require, scrub contact lists against applicable national and state Do Not Call registries and its own internal lists, and observe calling-time restrictions;
• •complete all required sender registrations, such as brand and campaign registration for application-to-person messaging, toll-free verification, and caller identification authentication, and comply with the codes of conduct and policies of carriers, aggregators, and industry bodies such as CTIA;
• •give accurate sender identification and required disclosures in each Communication, including disclosure of automated, AI-generated, or recorded interactions where required;
• •give all required notices and obtain all required consents before recording or transcribing any call or conversation, including consent from all parties where the law of any relevant jurisdiction requires it; and
• •not use the Services to send Communications about prohibited or restricted content categories under carrier policies, such as unlawful or deceptive lending, illegal drugs, and similar categories.

Astro and its carrier partners may filter, block, throttle, or delay Communications, and may suspend messaging or voice features immediately to protect deliverability, comply with carrier or legal requirements, or prevent harm. Astro is not responsible for any failure, delay, filtering, or blocking of Communications by carriers or other Third-Party Services, or for any fines, penalties, or surcharges that carriers or regulators impose that result from Customer's Communications, all of which are Customer's responsibility.

Astro and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services, the underlying software, models, algorithms, workflows, templates, user interfaces, designs, Documentation, Usage Data, and any improvements, enhancements, modifications, or derivative works of any of them, and our names, logos, and trademarks. These Terms do not transfer any ownership interest to Customer and do not grant Customer any right to our trademarks. The Services may include third-party and open-source components that are licensed under their own terms, which apply to those components to the extent they conflict with these Terms.

Customer grants Astro a limited, non-exclusive, worldwide license during the term to use Customer's names, logos, and branding as needed to provide the Services to Customer, such as showing them in messages and pages Customer configures.

If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), Astro may use it for any purpose without restriction or obligation. Customer grants Astro a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, modify, and exploit the Feedback. Feedback is not Customer's confidential information, and Customer will not include Customer Data or the confidential information of any third party in it.

• •How AI features work. The Services may include features that use machine learning or generative artificial intelligence, whether built by Astro or provided by third parties, to draft, summarize, classify, transcribe, score, recommend, or automate responses and actions, including voice and chat agents ("AI Features").
• •Customer Data and training. We do not use Customer Data to train or improve generative AI models made available to other customers, and we do not permit our AI service providers to use Customer Data to train their own models. We may use Customer Data to generate Output for Customer, and to monitor for abuse and security issues as permitted by Section 7.
• •Ownership of Output. As between the parties, and subject to Customer's compliance with these Terms and to the rights of third parties, Customer owns the Output it generates from Customer Data. Output may not be unique, and similar Output may be generated for other users. Astro retains all rights in the AI Features and the underlying models.
• •Customer responsibility. AI Features can produce inaccurate, incomplete, biased, offensive, or misleading Output. Customer is responsible for reviewing Output before relying on it or sending it to others, for configuring and monitoring AI agents, and for its decisions and actions based on Output. Output is not legal, medical, financial, tax, or other professional advice. Customer will not use AI Features to make decisions that have legal or similarly significant effects on individuals, such as employment, credit, housing, insurance, or access to essential services, without meaningful human review, and will comply with all laws governing its use of AI Features, including laws requiring disclosure that a person is interacting with an automated system.
• •No warranty. Astro does not warrant that Output is accurate, non-infringing, or fit for any purpose, and Section 18 applies to all AI Features.

The Services interoperate with Third-Party Services, such as telecommunications carriers, messaging aggregators, advertising and social media platforms, calendars, email providers, payment processors, and other tools Customer chooses to connect. Customer's use of a Third-Party Service is governed solely by Customer's agreement with that provider, and Customer is responsible for having the rights and permissions needed to connect its accounts. By connecting a Third-Party Service, Customer authorizes Astro to exchange Customer Data with it as needed to provide the integration. Astro does not control and is not responsible for Third-Party Services, including their availability, security, accuracy, or privacy practices, or any change to or discontinuation of them, and any loss resulting from their use is Customer's responsibility. If a Third-Party Service stops allowing integration with the Services on reasonable terms, Astro may disable the integration without liability, and the fees for the affected Services will not be refunded unless the Services as a whole become unusable for Customer for that reason, in which case Section 23 applies.

Unless Customer notifies us in writing at support@astrocrm.ai that it opts out, Astro may identify Customer as a customer of the Services and display Customer's name and logo on our websites and in marketing materials, in a manner that does not suggest endorsement. Any other press release or public statement naming the other party requires that party's prior written consent.

"Confidential Information" means non-public information that one party (the "Discloser") gives to the other (the "Recipient") in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, Documentation, pricing, security information, and non-public product plans are Astro's Confidential Information. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) was known to the Recipient without restriction before disclosure, (c) is received from a third party without breach of any duty, or (d) is independently developed without use of the Discloser's Confidential Information.

The Recipient will (i) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, (ii) protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care, and (iii) disclose it only to its and its Affiliates' employees, contractors, subprocessors, and professional advisers who need to know it and are bound by written confidentiality obligations at least as protective as this Section. The Recipient may disclose Confidential Information if required by law, subpoena, or court order, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable help to seek protective treatment, and discloses only the portion legally required.

These obligations continue for five years after these Terms end, and for trade secrets and Customer Data, for as long as the information remains a trade secret or is retained by the Recipient. The Recipient will return or delete Confidential Information on request after termination, subject to Section 23 and to routine backup retention and legal hold requirements. The Discloser may seek injunctive relief for any breach or threatened breach of this Section, without the need to post a bond to the extent permitted by law.

EXCEPT AS EXPRESSLY STATED IN SECTION 17, THE SERVICES, OUTPUT, DOCUMENTATION, BETA FEATURES, AND ALL OTHER ITEMS PROVIDED BY ASTRO ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTRO AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ASTRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR NON-INFRINGING, THAT ANY COMMUNICATION WILL BE DELIVERED OR WILL AVOID CARRIER FILTERING, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. ASTRO MAKES NO PROMISE OF ANY BUSINESS RESULT, INCLUDING LEADS GENERATED, APPOINTMENTS BOOKED, CONVERSION RATES, OR REVENUE. ASTRO IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES.

Customer acknowledges that it has not relied on any statement, promise, or representation not expressly set out in these Terms.

These Terms begin on the date Customer first accepts them (the "Effective Date") and continue until all subscriptions have expired or been terminated. Each subscription starts on the date stated in the Order Form, or if none is stated, on the date Customer first gains access, and lasts for the initial term stated there.

Subscriptions renew automatically as described in Section 5.2. To prevent renewal, Customer must cancel at least 30 days before the end of the then-current term, by using the cancellation option in the account settings, if available, or by emailing support@astrocrm.ai from an account administrator's address. For month-to-month subscriptions, Customer may cancel at any time, effective at the end of the current billing period. Cancellation stops future renewals only. Customer remains responsible for fees for the current term, and we do not provide refunds or credits for partial periods, except as these Terms expressly provide. Astro may decline to renew a subscription by giving at least 30 days' notice before the end of the term.

Astro may suspend or restrict Customer's access to all or part of the Services, including messaging and voice features, immediately and without liability if: (a) fees are more than 10 days overdue after notice; (b) Astro reasonably believes Customer's or any Authorized User's use violates Section 8 or Section 9, violates applicable law, or violates the rules of a carrier or Third-Party Service; (c) the use poses a security risk or threatens the integrity, availability, or reputation of the Services, Astro's other customers, or our carrier and vendor relationships; (d) Astro is required to do so by law or by a court or government order; or (e) Customer or an Authorized User is the subject of a bona fide complaint about unlawful Communications.

Where reasonably practicable and lawful, Astro will give notice before or promptly after the suspension, will limit the suspension to the extent and duration reasonably necessary, and will restore access promptly once the cause is resolved. Fees continue to accrue during a suspension that results from Customer's acts or omissions.

• •Entire agreement. These Terms, together with each Order Form and any Data Processing Addendum, are the entire agreement between the parties about their subject matter and supersede all prior and contemporaneous proposals, negotiations, understandings, and agreements about it. Each party acknowledges that it has not relied on any statement not set out in them.
• •Amendment and waiver. Except as provided in Section 1, these Terms may be amended only in a writing signed by both parties. A failure or delay in enforcing a right is not a waiver, and a waiver is effective only if in writing. Remedies are cumulative unless these Terms say otherwise.
• •Assignment. Customer may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without Astro's prior written consent, except to a successor to all or substantially all of its business or assets that is not a competitor of Astro, on written notice and if the successor assumes these Terms in writing. Astro may assign these Terms without consent to an Affiliate or to a successor in a merger, acquisition, reorganization, or sale of assets. An assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.
• •Subcontractors. Astro may use subcontractors and subprocessors to perform its obligations and remains responsible for their performance of those obligations as these Terms provide.
• •Force majeure. Neither party is liable for a delay or failure to perform, other than an obligation to pay money, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, power, internet, or telecommunications failures, cyberattacks, and failures of third-party hosting, carrier, or utility providers.
• •Notices. Notices to Astro must be sent by email to support@astrocrm.ai, with a copy by mail or courier to Astro LLC, Attn: Legal, 10 S 5th St., Unit 1024, Minneapolis, MN. Notices to Customer will be sent by email to the account owner or to the notice address in the Order Form, or posted in the Platform. Email notices are effective one business day after sending, unless the sender receives a bounce message, and mailed notices are effective three business days after mailing.
• •Relationship of the parties. The parties are independent contractors. These Terms create no partnership, joint venture, franchise, fiduciary, agency, or employment relationship. There are no third-party beneficiaries, except that the Astro Indemnitees may enforce Section 20.1.
• •Export controls, sanctions, and anti-corruption. Customer will comply with all export control, economic sanctions, and anti-corruption laws that apply to its use of the Services, and will not export, re-export, or make the Services available in violation of them.
• •Government users. The Services are "commercial computer software" and "commercial computer software documentation," and any use by or for a government is governed solely by these Terms, as 48 C.F.R. 12.212 and 227.7202 provide.
• •Severability. If a provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted and reformed to reflect the parties' intent, and the rest of these Terms will remain in effect.
• •Electronic records and signatures. The parties consent to conduct transactions electronically and agree that electronic signatures, clickwrap acceptance, and electronic records are valid and enforceable, including under the federal E-SIGN Act and the Minnesota Uniform Electronic Transactions Act.
• •Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will be interpreted according to their fair meaning and not strictly for or against either party. The English version controls over any translation.

Questions about these Terms may be sent to:

• •Email: support@astrocrm.ai
• •Mail: Astro LLC, 10 S 5th St., Unit 1024, Minneapolis, MN