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 subscribers (“Subscribers”) (any such agreement, an “Agreement”).
2. Acceptance of Terms
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 https://www.astronomer.io/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 and/or Service 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 and/or Service.
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 and potentially access 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 revoke any license and/or your access to the Sites, or any part thereof, including the blocking of your IP Address, at any time without prior notice.
5. Use of Service
5.1. While these Terms do not grant you a license to access and use the Service, you must fully comply at all times with these Terms and any other policies or restrictions posted on or transmitted through the Sites and/or Service. Failure to do so constitutes a revocation of any license you may have to access and use the Service.
5.2. If you use the Service you acknowledge and agree that in addition to these Terms, your access to and use of the Service will be subject to the terms and conditions of Astronomer’s Master Subscription Agreement (“Agreement”), either by accepting our online MSA, executing a written MSA with us, or the equivalent. In the event of a conflict between these Terms and the Agreement, the Agreement will prevail.
5.3. If Astronomer concludes that you have violated these Terms or the Agreement, Astronomer may revoke any license and/or your access to the Service, or any part thereof, including the blocking of your IP Address, at any time without prior notice.
5.4. If you believe that Astronomer has made a mistake by so revoking, then you may appeal under the terms of the Agreement.
6. Intellectual Property
6.1. 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.
6.2. Any reproduction, redistribution, or other use or exploitation of the Service in violation of any applicable license or in violation of any license granted under these Terms or, if applicable, under an Agreement, is expressly prohibited by law, and may result in civil and criminal penalties.
6.3. Except solely as necessary for you to access the Sites and/or Service for the intended purpose pursuant to these Terms, 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 Materials or any other part of the Service.
6.4. 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.
6.5. “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.
6.6. 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.
7. Information Submitted Through The Sites
7.2. 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.
7.3. 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.
8. Acceptable Use
You shall comply with Astronomer’s Acceptable Use Policy.
11.1. You expressly understand and agree that: (a) your use of the Sites, Service, and/or Materials is at your sole risk. The Sites, Service, 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 and/or Service will be uninterrupted, timely, secure, or error free, (ii) that the results that may be obtained from the use of the Sites and/or Service 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 and/or Service will meet your expectations, or (iv) that any errors in the Service 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 and/or Service will create any warranty not expressly stated in the Agreement and/or these Terms.
11.2. 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 and/or Service.
12. Limitation of Liability
12.1. 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 and/or Service; (b) the cost of procurement of substitute products and services resulting from any products, data, information, or services purchased or obtained or content used or messages received or transactions entered through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Sites and/or Service; (e) from any interruption, suspension, or termination of the Sites and/or Service, or (f) any other matter relating to the Sites and/or Service, even if we have been advised of the possibility of such damages.
12.2. 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 and/or Service, 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.
12.3. The foregoing limitations and exclusions shall not apply with respect to any liability arising under fraud, fraudulent misrepresentation, gross negligence, or any other liability that cannot be limited or excluded by law. Additionally, to the extent applicable state or other law does not allow the exclusions and limitations of damages as set forth in this Section 12, some or all of the above exclusions and limitations may not apply to you, in which case Astronomer’s liability to you will be limited by this section to the fullest extent permitted by applicable law.
12.4. 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 12 shall survive any termination or expiration of these Terms or your use of the Sites and/or Service.
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 and/or Service; your violation of this Agreement; and/or your violation of any rights of another, any law, any rule, or any regulation.
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.
15. Digital Millennium Copyright Act Notice
15.1. 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.
15.2. 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.
15.3. All DMCA notices should be sent to our designated agent as follows: Zachary Hensley – firstname.lastname@example.org.
16.1. The failure of either party to act upon any right, remedy, or breach of these Terms or an Agreement 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. These Terms, any Agreement, and any claim arising out of these Terms and/or Agreement will be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles, unless otherwise determined in an Agreement.
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 Cincinnati 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 Website or the Services.
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. In the event of a conflict between these Terms and the Agreement, the Agreement will prevail.