These license terms (“Agreement”), as updated from time to time, become automatically binding on you when you access any services (including any software and/or related documents) or download any software (and/or related documents) from this website. They create a legal agreement between you (Customer or you) and Astronomer, Inc. of 54 W. 21st St., Suite 1100, New York, NY 10010 (Astronomer, we or us) for the services that you access and/or any software that you download.

This Agreement supersedes any other agreement (including any click-through or electronic agreements) between Astronomer and Customer with respect to the Solution (as defined below). This Agreement governs each Order Form unless the parties expressly agree otherwise in writing and the terms and conditions of this Agreement will prevail over any Order Form (as defined below), unless an Order Form expressly states that it varies one or more terms of this Agreement. Any modification will apply only to that Order Form.

1. DEFINITIONS

“Affiliate” means any entity that Customer, directly or indirectly, controls; an entity that controls Customer; or an entity that is under common control with Customer. For the purposes of this definition, “control” means at the relevant time, the direct or indirect power to direct or cause the direction of the management or policies of an individual or entity or the composition of its board of directors (or equivalent), whether through the ownership of voting securities, by contract or otherwise.

“Hosted Products” means the generally available software-as-a-service products that are hosted by or on behalf of Astronomer and made available to Customer during the Subscription Term.

“Consumption Limit” means the limit on Customer’s use of the Solution (including in specified environments), which is equal to the total credits or other quantity defined in the Order Form as applied to the Customer’s account for its use of the Solution.

“Customer Data” means all data, records, files, information, and content uploaded by or on behalf of Customer to the Solution.

“Documentation” means any written or electronic documentation, images, video, or user guides specifying the functionalities of the Solution provided or made available by Astronomer to the Customer or its Users through the Solution or otherwise.

“Fees” means the fees payable by the Customer to Astronomer for the Solution, as set out in the Order Form and varied in accordance with this Agreement.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighboring and related rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order Form” means an order form, a statement of work, or another similar document provided by Astronomer or an authorized Astronomer partner and executed (or otherwise made effective) by Customer which describes the applicable Solution, Support, Subscription Term, Fees, and Service Offering.

“Service Offering” means professional consulting and enhanced support purchased by Customer pursuant to the applicable Order Form and relating to training and assistance with installation, deployment, or use of the Solution.

“Software” means the subscription software which Astronomer will make available to Customer in downloadable form to be run by Customer in Customer-controlled environments during the Subscription Term. Customer-controlled environments may include Customer managed public cloud, Customer’s private cloud, and on Customer premises.

“Solution” means Astronomer’s proprietary software products listed in the Order Form, whether made available as Hosted Products or Software, including the Support listed in the Order Form, together with the Documentation.

“Subscription Term” means the term during which Customer is granted the right to access and use the Solution.

“Support” means the maintenance and support services to be provided by Astronomer to the Customer at the level specified in the Order Form.

“Usage Data” means usage and operations data in connection with the Customer’s use of the Solution, including query logs and metadata (e.g., object definitions and properties).

“Users” means those of the Customer’s employees and contractors who are authorized by Customer to access and use the Solution.

2. LICENSE GRANT.

Astronomer grants the Customer and its Affiliates, for the Subscription Term, a non-exclusive, non-transferable, non-sublicensable license to: (i) where the Solution is made available as Software, download, install, host, and run; or (ii) where the Solution is made available as Hosted Products, access and use the Solution subject to the Consumption Limits, for its internal business use and for the purpose described in the Documentation. Astronomer will provide Customer with the Support and Service Offerings, if applicable, as set forth in the Order Form and, for Hosted Products, in accordance with the Service Level Addendum (https://www.astronomer.io/legal/sla/).

3. CUSTOMER RESPONSIBILITIES AND ASTRONOMER’S RIGHTS

3.1. Customer Responsibilities. Customer shall be responsible for obtaining, paying for, maintaining, and securing any equipment, facilities, and cloud services needed for Customer: (i) where the Solution is made available as Software, to download, install, host, and run the Software; or (ii) if the Solution is made available as Hosted Products, to connect to the Hosted Products, and (iii) to upload the Customer Data to the Solution and access and use the Solution, as specified in the applicable Documentation. Customer is solely responsible for ensuring its Users comply with this Agreement, each Order Form, and the Documentation, as well as for configuring and using the Solution correctly. If Customer is utilizing Software, Customer agrees to provide reasonable information and reporting as Astronomer may request from time to time in relation to Customer’s use of the Solution, to ascertain whether the Customer’s use is within the terms set forth in the Order Form.

3.2. Restrictions. Customer shall not and shall not permit any User or third party to, except as permitted under this Agreement: (a) create accounts for, or access or use the Solution other than in accordance with the Documentation; (b) share account log in information relating to an individual User of the Solution; (c) attempt to copy (other than to the extent reasonably necessary for backup purposes where the Software is provided as Software), modify, translate, create derivative works from, or distribute any part of the Solution; (d) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any part of the Solution; (e) access any part of the Solution in order to build a competing product or service; (f) use the Solution to provide services to third parties or allow third parties (other than Users) to access and/or use the Solution; (g) license, lease, transfer, assign, disclose, or otherwise commercially exploit the Solution; or (h) modify any proprietary rights notices that appear in the Solution.

3.3. Affiliates. Customer’s Affiliates may use the Solution for the same purposes permitted for Customer under this Agreement provided that (a) only Customer may assert claims against Astronomer for any losses, damages, costs, expenses or other liabilities arising from or relating to the Solution or this Agreement; and (b) Customer shall procure that all Affiliates comply with the terms of this Agreement and Customer shall remain liable for all acts and omissions of its Affiliates.

4. CUSTOMER DATA, SECURITY AND DATA PROCESSING

4.1. Rights in Customer Data. As between the parties, Customer retains all right, title and interest (including all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Solution. Subject to the terms of this Agreement, Customer hereby grants to Astronomer a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Solution to Customer.

4.2. Customer Data Responsibility. Customer shall not transmit illegal, fraudulent, or infringing Customer Data or use the Solution in a way that disrupts or compromises its security, integrity, or availability. Customer is solely responsible for (a) compliance with all laws applicable to Customer Data including its collection and provision to Astronomer; (b) its use of the Solution with Customer Data, including ensuring such use does not threaten, incite, promote, or encourage violence, terrorism, or other serious harm; and (c) ensuring that no Customer Data uploaded to the Solution contains any trojan horse, worm, virus or other malicious code which does not serve a legitimate purpose, and which is designed to disrupt, damage, disable, or enable unauthorized access to any system, or data.

4.3. Security and Data Processing. Each party shall comply with its obligations under the Data Processing Addendum (https://www.astronomer.io/legal/dpa), as applicable, which is hereby incorporated by reference. Astronomer will use appropriate administrative, physical, and technical safeguards designed to prevent unauthorized access to, use or disclosure of, Customer Data, as more fully described in the Security Addendum (https://www.astronomer.io/legal/security).

4.4. Usage Data. Notwithstanding anything to the contrary in this Agreement, applicable only to Hosted Products, Astronomer may collect and use Usage Data to develop, improve, support, and operate its products and services. Astronomer may not share any Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 6 (Confidentiality) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified.

5. RIGHTS IN THE SOLUTION AND FEEDBACK.

Astronomer and its licensors own and retain all rights, title, and interest in and to the Solution and the Documentation, including all improvements, enhancements, or modifications thereto and any software, applications, inventions, or other technology used in connection with providing the Solution, the Service Offering and the Documentation. Customer may provide suggestions, enhancement requests, or other feedback regarding the Solution (“Feedback”). If Customer or its Users choose to offer Feedback to Astronomer, Customer hereby grants Astronomer a perpetual, irrevocable, non-exclusive, worldwide, fully-paid up, sub-licensable, assignable license to incorporate the Feedback into the Solution, or otherwise use any Feedback solely to improve Astronomer’s products and services, provided that such Feedback is used in a manner that is not attributable to the Customer. Customer irrevocably waives in favor of Astronomer any moral rights or equivalent rights in such Feedback pursuant to applicable copyright law. Astronomer acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.

6. CONFIDENTIALITY

6.1. Confidential Information. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or in writing, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” relating to the Disclosing Party’s business (including, without limitation, trade secrets, computer software, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not) and information about the Disclosing Party’s technology). Confidential Information does not include information that the Receiving Party can prove: (a) was generally available to the public through no improper action or inaction by the Receiving Party or its Affiliates or Representatives (as defined in Section 6.3); (b) it knew or possessed without restriction prior to receiving the information from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information.

6.2. The Receiving Party must (a) protect and keep confidential the Disclosing Party’s Confidential Information in accordance with the standard that it applies to its own confidential information, but in any case not less than a reasonable standard; (b) not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted herein; and (c) only use the Disclosing Party’s Confidential Information in furtherance of its rights and obligations under this Agreement.

6.3. The Receiving Party may disclose Confidential Information to any of the Receiving Party’s Affiliates, officers, employees, independent contractors, agents, professional advisors, and third-party auditors (each, a “Representative”) as long as (a) the Representative has a need to know the Confidential Information in connection with the exercise by that party of its rights or the performance of its obligations under this Agreement; (b) the Representative has been informed of the confidential nature of the Confidential Information; (c) the Representative is obligated to protect the Confidential Information in a manner consistent with these terms; and (d) the Receiving Party remains responsible for the Representative’s compliance with the terms of this Agreement.

6.4. The Receiving Party may disclose Confidential Information without the Disclosing Party’s consent to the extent required by law or governmental authority. Before disclosing the Disclosing Party’s information under this section, the Receiving Party must (a) notify the Disclosing Party (unless law prohibits the notice); (b) use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) to the extent permitted and reasonably possible, allow the Disclosing Party a reasonable opportunity to object to or limit the disclosure.

7. PAYMENT OF FEES

7.1. Fees. Customer shall pay Astronomer the fees set forth in the Order Form pursuant to the payment terms contained therein. Except as otherwise specified in an Order Form: (a) all Fees owed to Astronomer will be paid in U.S. Dollars; (b) Fees for all prepaid committed Astronomer services will be invoiced in full upon execution of the applicable Order Form; and (c) all fees due in accordance with the Order Form for usage in excess of the Consumption Limits will be invoiced monthly in arrears. To the extent that Customer enters into an order with a third party reseller or accepts an order via a third party cloud service provider’s marketplace, Customer payment terms will be as separately arranged with such third party, provided that if Customer fails to pay Fees to such third party when due, Astronomer may seek direct payment from Customer, in addition to exercising its rights for non-payment in accordance with this Agreement.

7.2. Non-Payment. Invoices not paid by the due date (unless disputed in good faith by the Customer in accordance with this section) are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law (whichever is lower), provided that Astronomer has first notified Customer in writing that such invoice is overdue and Customer fails to make payment in full of such invoice within fifteen (15) days following receipt of Astronomer’s written notice.

7.3. Invoice Disputes. If Customer has a reasonably good faith dispute, Customer shall notify Astronomer’s support department at support@astronomer.io within ten (10) days of the invoice date.

7.4. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on Astronomer’s net income, property, or employees (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase, receipt, access and use of the Solution and Service Offering. If Astronomer has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Astronomer will invoice Customer and Customer will pay that amount, unless Customer provides Astronomer with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Astronomer, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, Astronomer receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Astronomer’s request, Customer will provide to Astronomer its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the ordered services.

8. TERM AND TERMINATION

8.1. Term. Customer shall have the right to access and use the Solution until any active Subscription Term has expired or the relevant Order Form is terminated pursuant to the terms of this Agreement. Customer’s initial Subscription Term shall be as stated in the Order Form (the “Initial Subscription Term”), and thereafter will automatically renew at the end of the then current Initial Subscription Term for successive one (1) year terms (each a “Renewal Subscription Term” and collectively with the Initial Subscription Term, the “Subscription Term”), unless Customer or Astronomer provides forty-five (45) days’ prior written notice that it does not wish the Order Form to renew.

8.2. Termination of Agreement. This Agreement will automatically terminate and cease to have any effect if there are no Order Forms in effect and the parties are not in discussions relating to any potential new Order Forms.

8.3. Termination by Either Party. Either party shall be entitled to terminate this Agreement or any Order Form immediately upon written notice to the other party if: (a) the other party is in material breach of this Agreement or any Order Form and such breach continues for a period of thirty (30) days after receipt of written notice from the non-breaching party describing such breach in reasonable detail; (b) immediately upon written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors, or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations. Under no circumstances may either party terminate this Agreement or any Order Form for convenience or for any reason other than as set forth in this Section 8.

8.4. Termination by Astronomer. Astronomer shall be entitled to immediately terminate this Agreement or any Order Forms upon written notice to the Customer where: (a) Astronomer has suspended the Customer’s access to Hosted Products, as permitted under section 8.5 of this Agreement, and such access has not been reinstated within thirty (30) days from the date of the suspension; or (b) Astronomer believes that it is no longer legal to continue to operate its business, or to make available the Solution for use in, or access from, the country where Customer is using or accessing the Solution.

8.5. Suspension of Access. Astronomer may suspend Customer’s access to the Hosted Products upon prior notice if Customer fails to pay undisputed Fees within ten (10) business days after receiving notice that Customer is delinquent in payment. Astronomer may immediately suspend Customer’s access to the Hosted Products without prior notice if Astronomer reasonably suspects that (a) Customer has breached the license restrictions, its obligations related to Customer Data, or Applicable Laws; and (b) Customer is using the Solution in a manner that is or may cause material harm to the security of the Solution, Astronomer, or to any other third-party. Astronomer will make reasonable efforts to notify Customer before any suspension and will work with Customer to promptly resolve the issue. Astronomer will restore Customer’s access as soon as the reason for suspension is resolved.

8.6. Effects of Termination. Upon expiration or termination of this Agreement or any Order Form for any reason: (a) all licenses and access to the Solution terminate immediately; (b) if the Solution was provided as Software, Customer shall promptly return or destroy all copies and certify such destruction to Astronomer; and (c) any rights, remedies, or liabilities accrued prior to termination, along with all sections intended to survive by their nature (including Sections 5, 6, 7, 8.6, 12, and 13), shall survive and remain in full effect. If Customer terminates this Agreement or any Order Form pursuant to Section 8.3 (a) or 8.4 (b), Astronomer shall refund any Fees that have been paid by Customer in advance which relate to the period from the effective date of termination to the end of the Subscription Term.

9. WARRANTIES AND DISCLAIMER

9.1. Astronomer Warranty. Astronomer warrants to the Customer that during the Subscription Term: (a) the Solution will operate in all material respects with the Documentation; (b) it will comply with all applicable laws in its provision of the Solution to the Customer; and (c) if applicable, the Service Offerings will be provided in accordance with good industry practice, by appropriately qualified personnel using reasonable skill and care. If the Solution does not comply with this section, Astronomer shall use commercially reasonable efforts to correct any reproducible non-conformity. If it is unable to do so within thirty (30) days of written notice from Customer, Customer may terminate the license to the Solution and Astronomer shall refund any Fees that have been paid by Customer in advance which relate to the period from the date of termination to the end of the Subscription Term. Customer’s rights in this section shall be Customer’s sole and exclusive remedy in relation to any breach of Section 9.1 (a).

9.2. Exclusions from Astronomer Warranty. The warranty in Section 9.1 (a) will not apply to the extent any non-conformance is caused by: (a) Customer using the Solution in a manner which does not comply with this Agreement, any relevant Order Form, or the Documentation, including (without limitation) any use of the Solution with an application or in an environment other than as described in the Documentation; or (b) unauthorized modifications made to the Solution by Customer or its representatives. OTHER THAN AS PROVIDED IN THIS SECTION 9, ASTRONOMER DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOLUTION OR A SERVICE OFFERING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTION AND A SERVICE OFFERING ARE PROVIDED “AS IS” AND ASTRONOMER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. INDEMNIFICATION OBLIGATIONS

10.1 Astronomer will defend (at its own cost) Customer against (or at Astronomer’s option settle) any third-party claim which asserts that the Solution (or any portion thereof) infringes any copyright, patent, trademark, trade secret or other intellectual property or proprietary right of that third party, and Astronomer shall indemnify the Customer in respect of all costs and damages finally awarded against Customer by a court of competent jurisdiction because of any such claim. This indemnification obligation will not apply: (a) to the extent the claim arises from modifications to the Solution not made or authorized in writing by Astronomer, or from the combination, operation, or use of the Solution with applications, code, products, or services not provided by Astronomer to the extent the claim would not have arisen but for such modification or combination; (b) in the event of continued use of an infringing version of the Solution after Astronomer has provided a non-infringing version; or (c) to the extent breach of this Agreement by Customer caused the infringement claim.

10.2. If Astronomer reasonably anticipates that the Solution is or may be subject to a third party claim, Astronomer may, at its discretion (a) obtain a license to continue using and making available the Solution; (b) modify the Solution so as to make it non-infringing, provided that there is no material reduction of functionality; or if (a) and (b) are not commercially practicable (c) terminate the Customer’s license to the Solution and refund to Customer any prepaid Subscription Fees which relate to the period following the date of termination.

10.3. Customer agrees to defend, at its cost, Astronomer against any third party claim arising from: (a) Customer’s breach of the warranties provided by it in this Agreement; (b) Customer’s breach of its responsibilities in Sections 3.2 (Restrictions); or (c) breach of Section 4.2 (Customer Responsibility for Customer Data and use of the Solution). Customer shall indemnify Astronomer in respect of all costs and damages finally awarded against Astronomer by a court of competent jurisdiction because of any such claim.

10.4. A party’s obligations above shall only apply if the indemnified party: (a) provides prompt written notice to the indemnifying party of the claim in respect of which it wishes to be indemnified (“Indemnification Claim”) and (b) permits the indemnifying party to have full conduct over the defense or settlement of the Indemnification Claim; (c) makes no admission of liability or fault in relation to the Indemnification Claim; and (d) provides all reasonably requested information and assistance to the indemnifying party in relation to the Indemnification Claim.

10.5. This indemnification obligation will be Astronomer’s sole liability and Customer’s sole remedy relating to or arising from a third-party intellectual property claim.

11. LIMITATION OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF THE CLAIM OR IS NEGLIGENT. EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN RELATION TO THIS AGREEMENT AND ANY ORDER FORMS, REGARDLESS OF THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO ASTRONOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.1. EXCLUSIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) ANY MATTER WHICH BY LAW MAY NOT BE EXCLUDED OR LIMITED; OR (D) AMOUNTS AWARDED OR SETTLED PURSUANT TO EITHER PARTY’S INDEMNITY OBLIGATIONS (SECTION 10). IN THE CASE OF CUSTOMER, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE CUSTOMER’S LIABILITY FOR BREACH OF LICENSE RESTRICTIONS (SECTION 3.2) OR CUSTOMER DATA RESPONSIBILITY (SECTION 4.2) OR PAYMENT OF FEES. IN THE CASE OF ASTRONOMER’S LIABILITY FOR BREACH OF SECURITY AND DATA PROCESSING OBLIGATIONS (SECTION 4.3), ASTRONOMER’S TOTAL LIABILITY SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID BY CUSTOMER TO ASTRONOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12. APPLICABLE LAWS.

Each party shall comply with applicable laws in connection with its performance under this Agreement. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Solution and any Service Offerings under this Agreement. Customer represents and warrants that it will not (and will not permit any third parties to) access or use the Solution or the products of the Service Offerings in violation of any applicable export embargo, prohibition, or restriction.

13. GENERAL

13.1. Assignment. Neither party may assign this Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed, provided that either party may assign any of its rights and/or obligations herein to any of its Affiliates; or to any entity that acquires all or substantially all of its business or assets, subject to the assignee being in a position to discharge the obligations of the assignor. The terms of this Agreement and each Order Form will be binding on such party’s successors and assigns.

13.2. Severability. If any provision of this Agreement is found to be unenforceable, invalid or illegal, 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. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.3. Entire Agreement, Waiver and Modifications. This Agreement, including all Order Forms, 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. Each party acknowledges that, in entering into this Agreement and each Order Form, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, understanding or warranty (whether in writing or not) of any person (whether party to this Agreement, an Order Form, or not) other than as expressly set out in this Agreement or an Order Form. All waivers to any provisions of this Agreement or any Order Form must be in a writing signed by the waiving party to be binding. No waiver of any right or remedy will be implied by failure to enforce such right or remedy and no express waiver will affect any rights or remedies other than that to which the waiver is applicable and only for that occurrence.

13.4. Third Party Rights, Agency, Partnership, JV, Employment and Authority. Unless it expressly states otherwise, neither this Agreement nor any Order Form gives rise to any rights for a third party to enforce any term of them. No agency, partnership, joint venture, or employment is created as a result of this Agreement or any Order Form, and neither party or any of its Affiliates has any authority of any kind to bind the other party or its Affiliates in any respect whatsoever.

13.5. Notices. All notices under this Agreement will be in writing and delivered by hand, next day recognized overnight delivery service, certified or registered mail (return receipt requested) or by email. Notices for Astronomer will be sent to Astronomer, Inc., 54 W. 21st. St., Suite 1100, New York, NY 10010 with copy via email to legal@astronomer.io, unless Astronomer updates its address for notices in accordance with this section. Notices for the Customer shall be sent to the billing address for the Customer set out in the Order Form, or the address for the Customer set out in this Agreement, unless Customer updates its address for notices in accordance with this section. Notices will be deemed to have been duly given: (a) when received, if delivered by hand; (b) the day after being sent, if sent for next day delivery by recognized overnight delivery service; (c) 3 business days after being sent for domestic and 5 business days after being sent for international, if sent by certified or registered mail, return receipt requested; and (d) when sent, if sent by email, provided that the email is sent within normal business hours in the place of receipt and provided that no error message, sender not available message or similar is received. If an email is sent outside normal business hours in the place of receipt, it will be deemed delivered at the start of the next business day. Either party may update its address for notices by serving notice on the other party in accordance with this section.

13.6. Exclusion of Terms. Neither the Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transactions Act (UCITA) will apply to this Agreement.

13.7. Governing Law and Jurisdiction. This Agreement and each Order Form and any dispute arising hereunder shall be governed by the laws of State of New York without regard to its conflict of law provisions. The parties agree to bring any action under or related to this Agreement and/or any Order Form exclusively in the courts located in New York City, New York, and hereby consent to the jurisdiction of those courts for such purposes.

13.8. Publicity. Except as provided below, neither party will use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other party or any of its Affiliates in any manner without prior written authorization of such use by the other party. Neither party will issue press releases or publicity relating to the other party, this Agreement or an Order Form, or reference the other party or its Affiliates in any press release, brochures, advertisements, client lists or other promotional materials, without the prior written permission of the other party. Notwithstanding the foregoing, Astronomer may use Customer’s name and logo as part of a list of Astronomer clients, and Customer hereby grants Astronomer a limited, non-transferable, worldwide license to use Customer’s name and logo for such purposes.

13.9. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement or an Order Form (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

13.10. Conflicts. The terms and conditions of this Agreement and each applicable Order Form are intended to complement each other. Any purchase orders or other online terms or documents issued or made available by Customer shall be deemed to be for Customer’s convenience only and, notwithstanding acceptance of purchase orders or other documents by Astronomer, shall in no way change, override, or supplement this Agreement or any Order Form.

13.11. Section Headings. Section headings have been included in this Agreement for convenience only and are not to be considered part of, or to be used in interpreting this Agreement.

13.12. Counterparts. This Agreement and each Order Form may be signed in counterparts, which together will constitute one and the same instrument. A signature delivered by electronic signature, .pdf, or other reliable form of electronic reproduction will be considered an original for purposes of this Agreement and each relevant Order Form.

14. LIMITED USE SOLUTIONS.

14.1. Limited Use Solutions. Customer 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”).

14.2. Evaluation License. Unless otherwise agreed, use of the Evaluation Software is only for Customer’s internal evaluation for 30-days from the date Customer is first granted access to the Evaluation Software (“Evaluation Term”). Customer agrees to provide feedback related to the Evaluation Software as reasonably requested by Astronomer. Customer grants 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 Customer as the source of the feedback. Any results or projects generated by Customer 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, Customer shall cease use of the Evaluation Software and immediately destroy all results generated and projects created during its use of the Evaluation Software unless Customer is in active discussions with Astronomer in relation to the purchase of a license to the Solution. If Customer does not purchase a license to the Solution within three (3) months of the Evaluation Term ending, Customer shall immediately destroy all results generated and projects created during its use of the Evaluation Software. Astronomer shall be entitled to cancel Customer’s access to the Evaluation Software or modify the Evaluation Software at any time.

14.4. 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 14. Except for Customer’s breach of section 3.2 (Restrictions), Section 4.2 (Customer Data Responsibility), and/or payment of Fees (if applicable), and subject to any liability which cannot be excluded by law, each party’s aggregate liability in connection with Astronomer’s provision and/or Customer’s use of any Limited Use Solutions shall not exceed $25,000.

Previous Versions

2025

Feb 21, 2025 - Astronomer Master Subscription Agreement

2024

Jan 1, 2024 - Astronomer Master Subscription Agreement

2022

November 1, 2022 - Astronomer Master Subscription Agreement