1. Introduction
1.1. These terms of use (“Terms”) govern a user’s (“you”, “your”, or “yours”) access to and use of all Astronomer-branded publicly available websites, including sites located on *.astronomer.io, as well as any other pages that link to these Terms (collectively, the “Sites”).
1.2. These Terms expressly do not grant you a license to access or use the Astronomer services (known as Astro, Astronomer Software, Astro Private Cloud, Astro Software, Nebula, located at .cloud.astronomer.io,.astronomer.run, *.gcp0001.us-east4.astronomer.io, or elsewhere, together the “Service”), which are subject to the Astronomer Master Subscription Agreement or other written agreement in place between Astronomer, Inc. (“Astronomer”, “we”, “our”, or “us”) and our customers (“Customers”) (the “Agreement”).
2. Acceptance of Terms
BY ACCESSING, BROWSING, OR OTHERWISE USING THE SITES YOU REPRESENT THAT: (I) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE, (II) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ASTRONOMER, AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITES.
3. Modification
3.1. We reserve the right to change, modify, add to, or remove portions of these Terms in our sole discretion at any time, and we will, at our sole discretion, either post the modification on </legal/terms-of-service/> or provide you with email notice of the modification. You should check these Terms periodically for changes, and you can determine when these Terms were last revised by referring to the “Last Updated” reference at the top of these Terms.
3.2. Any modification shall be effective immediately upon the uploading of modified Terms.
3.3. You indicate your agreement to comply with, and be bound by, any such modification by continuing to use or access the Sites after modified Terms are posted. If the modified Terms are not acceptable to you, your sole recourse is to discontinue your use of the Sites.
4. Use of Site
4.1. Provided that you fully comply at all times with these Terms and any other policies or restrictions posted on or transmitted through the Sites, Astronomer grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Sites to learn about the Service and to copy, display, and use the functionality, materials, features, and services provided by the Site solely for your personal, non-commercial use.
4.2. Notwithstanding anything herein to the contrary, Astronomer may block your IP Address, at any time without prior notice.
5. Intellectual Property
5.1. All text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing on the Website, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Site (the “Materials”) are owned by Astronomer and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws.
5.3. You may not copy, collect, modify, create derivative works or uses of, translate, distribute, transmit, publish, re-publish, perform, display, post, download, upload, sublicense, transfer, dispose of, resell or sell the Site, the Materials or any other part thereof.
5.4. The word “Astronomer”, “Astro”, the Astronomer and Astro logos, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of Astronomer. Astronomer reserves all other rights.
5.5. “Apache” and “Airflow” are trademarks of the Apache Software Foundation. Any other third party trademarks, service marks, logos, trade names or other proprietary designations, that are or may become present within the Sites, including within any Materials, are the registered or unregistered trademarks of the respective parties.
5.6. Except as expressly provided herein, nothing on the Sites shall be construed as conferring any license under Astronomer’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise.
6. Information Submitted Through The Sites
6.1. While Astronomer appreciates your interest in Astronomer, the Sites, and the Service, Astronomer does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personal information (as expressly provided for in the Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Sites or in response to solicitations on the Sites shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Astronomer, unless otherwise specifically agreed to by you and Astronomer.
6.2. Further, you understand and acknowledge that Astronomer employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Astronomer is only willing to consider the suggestion on these terms.
6.3. You acknowledge and agree that Astronomer assumes no obligation of confidentiality or nondisclosure, express or implied, by considering your suggestion or idea, unless you and Astronomer execute a non-disclosure agreement. You hereby grant Astronomer a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially exploit any suggestion, feedback or ideas you submit to Astronomer.
7. Acceptable Use
You shall comply with Astronomer’s Acceptable Use Policy.
8. Links
The Sites may contain links allowing you to leave the Sites for other sites that are not under our control (“Linked Site”). Astronomer provides the Linked Site to you only as a convenience and does not endorse any Linked Site. Astronomer is not responsible for the contents or transmission of any Linked Site or any link contained in a Linked Site, or for ensuring that the Linked Site contains no errors or viruses. Astronomer is not responsible for the terms of use or privacy practices of the Linked Site or any link contained in the Linked Site. Your linking to any Linked Site or any other off-site page or other site is entirely at your own risk. Astronomer encourages you to carefully read the policies of each site you visit.
9. Privacy Policy
Astronomer’s Privacy Policy is incorporated herein by reference and describes the collection, use, and sharing of certain personally identifiable information that may be provided in connection with the use of the Site. Please read and understand our Privacy Policy before accessing or using the Sites.
10. Disclaimers
10.1. You expressly understand and agree that: (a) your use of the Sites and/or Materials is at your sole risk. The Sites, and/or Materials are provided on an “as is” and “as available” basis. We expressly disclaim all warranties, whether express or implied, including, but not limited to the implied warranties of accuracy of data, title, non-infringement, merchantability, and fitness for a particular purpose, and any implied warranty arising from a course of dealing or performance or from usage of trade; (b) we make no warranty (i) that the Sites will be uninterrupted, timely, secure, or error free, (ii) that the results that may be obtained from the use of the Sites will be accurate or reliable, (iii) that the quality of any content, products, services, information, or other material purchased or obtained by you through the Sites will meet your expectations, or (iv) that any errors in the Sites will be corrected; (c) any content or other material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data or other loss that results from the download of any such material; (d) no advice or information, whether oral or written, obtained by you from us or through or from the Sites will create any warranty not expressly stated in the Agreement and/or these Terms.
10.2. To the extent applicable state law does not allow the exclusions and disclaimers of warranties as set forth in this Section 11, some or all of the above exclusions and disclaimers may not apply to you, in which case such exclusions and disclaimers will apply to the fullest extent permitted by applicable law. You acknowledge that the disclaimers, limitations, and waivers of liability set forth in this Section 11 shall survive any expiration or termination of these terms or your use of the Sites.
11. Limitation of Liability
11.1. You expressly understand and agree that we are not liable for any damages of any kind (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages) resulting from : (a) the use or the inability to use the Sites; (b) unauthorized access to or alteration of your transmissions or data; (c) statements or conduct of any third party on the Sites; (d) from any interruption, suspension, or termination of the Sites, or (e) any other matter relating to the Sites, even if we have been advised of the possibility of such damages.
11.2. In no event will our total cumulative liability to you arising out of or in connection with these Terms, or from the use of or inability to use the Sites, including any Materials, or from the use of or exposure to any submissions, exceed one hundred dollars ($100.00). Multiple claims will not expand this limitation.
11.3. The foregoing limitations and exclusions shall not apply with respect to any liability that cannot be limited or excluded by law, in which case Astronomer’s liability to you will be limited by this section to the fullest extent permitted by applicable law.
11.4. This section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose. These limitations of liability form an essential basis of the bargain between Astronomer and you. You acknowledge that the limitations of liability set forth in this Section 11 shall survive any termination or expiration of these Terms or your use of the Sites.
12. Indemnification
You agree to indemnify and hold us, and our subsidiaries, affiliates, owners, directors, officers, managers, agents, and employees, harmless from all damages and expenses, including court costs and reasonable attorney fees, arising out of any claim based on content you submit, post, transmit, process, store, or use through the Sites; your violation of this Agreement; and/or your violation of these Terms and any rights of another, any law, any rule, or any regulation.
13. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Astronomer without restriction.
14. Digital Millennium Copyright Act Notice
14.1. Content may be made available via the Sites by third parties not within our control. We are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the intellectual property of others, and we require that you do the same. It is our policy not to permit content known by us to infringe another party’s copyright to remain on the Sites.
14.2. If you believe any content on the Sites infringe a copyright, you should provide us with written notice that at a minimum contains: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the content that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the content; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.3. All DMCA notices should be sent to our designated agent at dpo@astronomer.io.
15. Limited Use Solutions
15.1. Limited Use Solutions. You may receive access to Astro Hosted as a no-fee, trial, alpha, beta or early access offering (“Evaluation Software”) or as a limited pay as you go solution (“Pay-Go”, together with Evaluation Software “Limited Use Solutions”).
15.2. Evaluation License. Unless otherwise agreed, use of the Evaluation Software is only for Your internal evaluation for 30-days from the date You are first granted access to the Evaluation Software (“Evaluation Term”). You agree to provide feedback related to the Evaluation Software as reasonably requested by Astronomer. You grant to Astronomer, without charge, the fully paid-up, perpetual right to utilize such feedback for development of its business, products and services so long as such utilization does not identify You as the source of the feedback. Any results or projects generated by You using the Evaluation Software may only be used to evaluate the features and functions of the Evaluation Software and to decide whether to enter into license to use the Solution and not for any other purpose. Upon conclusion of the Evaluation Term, You shall cease use of the Evaluation Software and immediately destroy all results generated and projects created during its use of the Evaluation Software unless You are in active discussions with Astronomer in relation to the purchase of a license to the Solution. If You do not purchase a license to the Solution within three (3) months of the Evaluation Term ending, You shall immediately destroy all results generated and projects created during its use of the Evaluation Software. Astronomer shall be entitled to cancel Your access to the Evaluation Software or modify the Evaluation Software at any time.
15.4. Additional Terms. No warranty, representation or guarantee is given by Astronomer in relation to the Limited Use Solutions and Astronomer shall not be obliged to provide Support in relation to the Limited Use Solutions. The Limited Use Solutions are subject to the terms of this Agreement unless otherwise modified in this section 15.
16. Miscellaneous
16.1. The failure of either party to act upon any right, remedy, or breach of these Terms will not constitute a waiver of that or any other right, remedy, or breach. No waiver will be effective unless made in writing and signed by the waiving party.
16.2. Any claim arising out of these Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws principles.
16.3. Any claim or controversy arising out of or relating to these Terms that is not resolved by you and us directly will be settled by mediation and, if mediation is unsuccessful, by binding arbitration. The mediation and arbitration will take place in the New York City metropolitan area, and will be administered in accordance with the American Arbitration Association commercial arbitration rules, including the optional rules for emergency measures of protection, by mediator(s) and arbitrator(s) mutually selected by you and us in accordance with such rules.
16.4. The provisions of these Terms are severable. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
16.5. The headings of the sections of these Terms are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections.
16.6. Neither party will be liable for any delay in or failure of performance resulting from any cause or condition beyond the party’s reasonable control, whether foreseeable or not, including vandalism that disrupts or corrupts the Site.
16.7. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
