TERMS OF SERVICE

These Terms of Service ("Terms") govern your access to and use of AsterMind software, products, and services, including all software as a service (SaaS) offerings, software development kits (SDKs), application programming interfaces (APIs), and related technologies (collectively, the "Services") provided by AsterMindAI Inc ("AsterMind", "we", "us", or "our").

By accessing or using the Services, you agree to be bound by these Terms, the Privacy Policy, EULA, Acceptable Use Policy, DPA, Refund Policy, SLA, and AI Policy Statement.

If you do not agree, do not use the Services.

1. DEFINITIONS

1.1. "Platform" means the AsterMind software platform, including all SaaS, SDK, API, and on-premises offerings and related infrastructure.

1.2. "Services" has the meaning set forth in the preamble above and includes all software, products, and services provided by AsterMind under these Terms.

1.3. "Customer Applications" means applications, workflows, agents, models, or configurations created by you using the Services.

1.4. "Background IP" means intellectual property owned by either party prior to or independent of the Services.

1.5. "Foreground IP" means intellectual property created during or as a result of your use of the Services, excluding any derivative of AsterMind's Background IP.

1.6. "Confidential Information" means non-public technical, business, pricing, and security information disclosed by either party in connection with these Terms.

1.7. "Order Form" means a mutually executed document specifying Services, fees, and terms for a particular engagement.

2. ACCEPTANCE OF TERMS

2.1. By using the Services, you agree to these Terms and all incorporated policies.

2.2. If you use the Services on behalf of an organization, you represent that:

• You are authorized to bind that organization to these Terms
• The organization accepts full responsibility for its users
• You will ensure compliance with these Terms

2.3. If you have a separate Master Subscription Agreement or Order Form signed by AsterMindAI Inc, the terms of that agreement take precedence over these Terms to the extent of any conflict.

2.4. You must be at least 18 years old to use the Services.

3. DESCRIPTION OF SERVICES

3.1 Scope of Services

AsterMind provides software, SaaS platforms, SDKs, APIs, and related services as described on our website and in any applicable Order Form or subscription agreement. The specific features, capabilities, and limitations of each offering are described in the applicable product documentation and may be updated from time to time.

3.2 Subscription Requirement

Access requires:

• A valid, active subscription
• A valid license key

4. ACCOUNT REGISTRATION & LICENSE KEYS

4.1 Account Creation

You must provide accurate and complete information.

4.2 Account Security

You are responsible for:

• Securing credentials and implementing least-privilege access controls
• All actions under your account
• Reporting unauthorized access or any known or suspected security breach promptly to security@astermind.ai

AsterMind may suspend access upon detection of a security threat, with prompt notification to you.

4.3 License Keys

• Issued to you or your organization and are non-transferable
• Not shared, resold, or transferred
• May be revoked for violations
• Must be kept secure

4.4 Updating Information

You must keep all account information current.

5. LICENSE GRANT

5.1 Grant

Subject to these Terms and any applicable Order Form, AsterMind grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription term.

5.2 Excluded Rights

No rights are granted to:

• Source code
• Proprietary algorithms, models, or trained parameters
• Core platform technology or orchestration systems
• Any non-public component of the Services

All rights not expressly granted are reserved by AsterMind.

5.3 Order Form Precedence

The scope, limitations, and permitted uses of your license may be further defined in your Order Form or subscription agreement.

For detailed software license terms, including distribution rights, restrictions, and license validation, please refer to the End User License Agreement (EULA).

6. INTELLECTUAL PROPERTY

6.1 AsterMind IP

AsterMind and its licensors retain all right, title, and interest in the Services, including all software, APIs, SDKs, proprietary algorithms, models, documentation, trademarks, trade secrets, and related intellectual property. The Services are protected by copyright, trade secret, patent, and other intellectual property laws. All improvements, derivatives, and modifications to the Services, including those arising from Customer feedback or usage data, belong to AsterMind.

6.2 Customer IP

You own:

• Your Customer Applications
• Your generated content
• Your processed data

Customer Applications must not incorporate AsterMind source code or proprietary components beyond what is provided through documented APIs and SDKs.

6.3 Feedback

If you provide suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant AsterMind a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, and incorporate such Feedback without restriction or obligation to you.

6.4 Reserved Rights

All rights not expressly granted to you under these Terms are reserved by AsterMind.

7. USE OF SERVICES & RESTRICTIONS

7.1 Permitted Use

You may use the Services for:

• Internal business operations
• Application development
• Commercial or non-commercial output (subject to subscription tier)

7.2 Prohibited Use

You may NOT:

• Use the Services illegally
• Reverse engineer, decompile, or circumvent protections
• Remove proprietary notices
• Develop competing products using the Services
• Transfer or share license keys
• Use automated tools to overload systems
• Introduce malware or engage in malicious use
• Impair, disrupt, or tamper with our systems
• Extract, copy, or attempt to derive proprietary models, algorithms, weights, or trained parameters
• Conduct performance benchmarking for publication or competitive purposes without prior written consent (internal evaluation for procurement purposes is permitted)
• Circumvent, tamper with, or interfere with usage metering, rate limiting, or license enforcement mechanisms

Any attempt to extract, replicate, or reverse-engineer core platform technology or proprietary algorithms constitutes a material breach of these Terms.

7.3 Compliance Requirements

You must follow all applicable laws, regulations, and third-party rights.

7.4 Export Compliance

You agree to comply with all applicable export control and sanctions laws, including the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR where applicable), and regulations administered by the Office of Foreign Assets Control (OFAC). The Services may not be accessed from or used in embargoed jurisdictions.

8. DEPLOYMENT MODELS

8.1 Applicability

These Terms apply to all deployment forms of the Services, including:

• SaaS / cloud-hosted (multi-tenant or dedicated)
• Government Cloud environments
• On-premises deployment
• Edge deployment
• SDK and API integration

8.2 On-Premises and Edge Deployments

On-premises and edge deployments are licensed, not sold. Such deployments:

• Are provided as object code only
• Require active license keys or tokens
• Remain subject to license compliance verification and audit
• May be revoked for material breach of these Terms

8.3 Deployment-Specific Terms

Specific deployment requirements, infrastructure specifications, and environment-specific terms are detailed in the applicable Order Form.

9. DATA RIGHTS & PRIVACY

9.1 Your Data

You retain ownership of all data processed by your applications.

9.2 Privacy Policy

Collection, use, and protection of personal information is governed by our Privacy Policy and Data Processing Agreement.

9.3 Data Processing

• Most computation occurs locally for SDK products
• Minimal data sent for license validation
• We implement reasonable security controls

9.4 Data Retention

You are responsible for backing up your data.

9.5 Anonymized Telemetry

AsterMind may collect and use anonymized, aggregated telemetry data for security monitoring, performance optimization, and capacity planning. Such data will not identify you or any individual.

9.6 No Training on Customer Data

AsterMind will not use Customer data to train, improve, or develop models, algorithms, or services for the benefit of third parties without your prior written consent.

10. SUBSCRIPTIONS & PAYMENT

10.1 Subscription Plans

Available on our website.

10.2 Payment Terms

• Billed in advance
• Fees are non-refundable (see Refund Policy)

10.3 Automatic Renewal

Subscriptions renew unless cancelled.

10.4 Price Changes

Price changes apply to the next billing cycle with advance notice.

10.5 Payment Methods

You must provide valid payment information.

10.6 Failed Payments

We may suspend or terminate access.

10.7 Usage-Based Fees

Certain Services may be billed on a usage basis (e.g., API calls, compute hours, active seats) as specified in your Order Form. Usage is measured by AsterMind's metering systems.

10.8 Metering Integrity

You may not circumvent, tamper with, or interfere with usage metering or license enforcement mechanisms.

11. CONFIDENTIALITY

11.1 Obligations

Each party shall protect the other party's Confidential Information using industry-standard safeguards and no less than reasonable care. Confidential Information shall not be disclosed to third parties except as necessary to perform obligations under these Terms, and only to recipients bound by confidentiality obligations at least as protective as these.

11.2 Scope

Confidential Information includes, without limitation: technical specifications, system architecture, performance characteristics, security measures, pricing terms, non-public APIs, product roadmaps, and business terms.

11.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without reference to the disclosing party's information
• Is rightfully received from a third party without restriction

11.4 Duration

Confidentiality obligations survive for three (3) years after disclosure, except that obligations regarding trade secrets survive for as long as the information remains a trade secret under applicable law.

11.5 Existing Agreements

For customers with separate NDAs or MSAs, the confidentiality terms of those agreements govern to the extent of any conflict.

12. GOVERNMENT USE

12.1 Commercial Computer Software

The Services constitute "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202. For U.S. Government customers, the Services are licensed with only those rights as granted to all other customers under these Terms.

12.2 Restricted Rights

U.S. Government customers acquire only Restricted Rights in the Services, consistent with FAR 52.227-19 and DFARS 252.227-7015. No government entity acquires rights to source code, unlimited rights, or access to platform architecture beyond what is provided through documented interfaces.

12.3 Government Addenda

Additional terms applicable to government customers, including provisions required by federal, state, or local procurement regulations, may be set forth in a Government Addendum to these Terms or in an applicable Order Form.

13. AUDIT RIGHTS

13.1 License Compliance

AsterMind may, upon thirty (30) days' prior written notice, audit your use of the Services to verify compliance with these Terms and applicable license terms.

13.2 On-Premises Inspection

For on-premises or edge deployments, AsterMind may inspect deployed environments to verify license compliance and metering integrity.

13.3 Non-Compliance

If an audit reveals non-compliance, you shall promptly cure such non-compliance. AsterMind may invoice you for any underpaid fees. Material non-compliance may result in suspension or termination.

13.4 Frequency

Audits shall be limited to once per twelve (12) month period, unless a prior audit identified non-compliance.

13.5 Cooperation

You shall cooperate with reasonable audit requests and provide access to relevant records and systems.

14. AVAILABILITY & MODIFICATIONS

14.1 Availability

We strive for reliability but do not guarantee uptime outside of the SLA.

14.2 Modifications

We may add, modify, or discontinue features with reasonable notice.

14.3 Maintenance

May temporarily impact availability.

15. SUPPORT

15.1 Support Services

Provided according to your tier and SLA.

15.2 Channels

Email, documentation, or other published channels.

15.3 Response Times

See SLA.

15.4 No Guarantees

We cannot guarantee resolution or specific timelines.

16. WARRANTIES & DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. ASTERMIND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE SERVICES FOR YOUR USE CASES AND IMPLEMENTING APPROPRIATE SECURITY AND BACKUP MEASURES.

17. LIMITATION OF LIABILITY

17.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASTERMIND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

17.2 Cap on Direct Damages

ASTERMIND'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Jurisdiction Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. In such cases, the exclusions and limitations in this Section 17 shall apply to the fullest extent permitted by applicable law.

18. INDEMNIFICATION

You agree to indemnify and defend AsterMind against claims arising from:

• Your use of the Services
• Your breach of these Terms
• Violations of laws or third-party rights
• Your Customer Applications, including any content generated by or distributed through them
• Content or data you provide that infringes third-party intellectual property rights

19. TERMINATION

19.1 Termination by You

You may cancel anytime and stop using the Services.

19.2 Termination by AsterMind

We may suspend or terminate if:

• You violate these Terms
• Payment fails
• Your subscription expires
• Security threats to the Services or other customers are detected
• Misuse of AsterMind intellectual property

19.3 Data Export

Upon termination, you will have thirty (30) days to export your data from the Services. After thirty (30) days, we may permanently delete your data. We are not obligated to maintain or provide your data after such period.

19.4 Effects

Upon termination:

• Your license is revoked
• All license keys and access credentials are immediately revoked
• Access ends immediately
• You must permanently delete all Software, including all copies, backups, and derivative materials, from all systems and environments under your possession or control
• Certain obligations survive termination, including Sections 1, 6, 7.2, 11, 16, 17, 18, and 20

19.5 Certification of Destruction

For on-premises and edge deployments, within ten (10) days of termination you must provide AsterMind with a signed written certification from an authorized officer or representative of your organization confirming that all copies of the Software and related materials have been permanently destroyed or deleted from all systems, environments, backups, and archives under your possession or control. Failure to provide such certification constitutes a continuing material breach. For complete destruction and certification requirements, see the EULA.

20. GOVERNING LAW & DISPUTES

20.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without giving effect to its conflict of laws principles.

20.2 Jurisdiction

You agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in or serving Chesterfield County, Virginia, United States, and you hereby consent to the personal jurisdiction and venue of such courts.

20.3 BINDING ARBITRATION

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES. ARBITRATION SHALL TAKE PLACE IN CHESTERFIELD COUNTY, VIRGINIA, UNLESS BOTH PARTIES AGREE TO AN ALTERNATIVE LOCATION OR VIRTUAL PROCEEDINGS.

THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

20.4 CLASS ACTION WAIVER

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

20.5 EXCEPTIONS

NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE OR EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS. CLAIMS WITHIN THE JURISDICTION OF A SMALL CLAIMS COURT ARE ALSO EXCLUDED FROM ARBITRATION.

21. GENERAL PROVISIONS

• Entire Agreement. These Terms, together with the Privacy Policy, EULA, Acceptable Use Policy, Data Processing Agreement, Service Level Agreement, Refund Policy, AI Policy Statement, any applicable government addenda, and any signed Order Forms or Master Subscription Agreement, constitute the entire agreement between you and AsterMind regarding the Services and supersede all prior agreements and understandings.
• Modifications. AsterMind may modify these Terms at any time upon reasonable notice. Material changes will be communicated at least thirty (30) days before they take effect via email or notice within the Services. Your continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver. No waiver of any term or condition shall be effective unless in writing and signed by an authorized representative of AsterMind.
• Assignment. You may not assign or transfer your rights under these Terms without AsterMind's prior written consent. AsterMind may assign these Terms freely.
• Force Majeure. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, government actions, or internet or telecommunications failures.
• Marketplace. Use of any AsterMind marketplace, app store, or partner ecosystem features, when available, will be subject to additional terms published at that time.

22. CONTACT

ACKNOWLEDGMENT

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE TERMS.

IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

Effective as of the date listed above.