Terms of Use<p>
<strong>1.
Introduction</strong>
</p>
<p>Astronomer, Inc.
(“we” or “us” or “our”) provides our website services, including any subscription services,
(“Services”) to the user (“you” or “your”) pursuant to the terms and conditions of this Website User Agreement (Terms
of Use) (“Agreement”).
The Services are accessible through http://www.astronomer.io (“Website”).
By using the Services,
you are accepting this Agreement.
We may change this Agreement from time to time without notice to you.
In
addition, when using particular Services, you will be subject to any posted policies, guidelines, or rules applicable to
such Services that may be posted from time to time, including the Astronomer, Inc.
Privacy Policy (“Privacy Policy”).
All such policies, guidelines, and rules are hereby incorporated by reference into this Agreement.
The collection and
use of personal information is governed by this Agreement and the Privacy Policy.
Please review the Privacy Policy
posted on the Website.</p>
<p>The Website is owned and operated by us and contains material that is derived in whole or in part from us and other
sources and is protected by international copyright, trademark, and other intellectual property laws.
You may not
modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from this site,
including code and software, except as permitted by this Agreement or otherwise consented to by us in writing.
You
may download material from this site for your personal, non-commercial use, or your employer-company’s internal
use only, provided you keep intact all copyright, trademark, and other proprietary notices and, if applicable, maintain
attribution to the author.
No other right or license is granted to any materials on this site.</p>
<p>The Website and the Services may only be used by you for lawful purposes.
Transmission, distribution, or storage of
Content (as defined in Section 2 below) or other material in violation of any applicable local, state, federal, foreign, or
international laws, rules, or regulations is prohibited.
You understand that the technical processing and transmission
of the Services, including your Content, may involve (a) transmissions over various networks, and (b) changes to
conform and adapt to technical requirements of connecting networks or devices.</p>
<p>
<strong>2.
User Conduct</strong>
</p>
<p>You understand that all information, advertising, data, text, articles, software, music, sound, photographs, graphics,
video, messages, postings, or other materials ("Content"), whether publicly posted or privately transmitted, are the
sole responsibility of the person from whom such Content originated.
This means that you, and not us, are entirely
responsible for all Content that you upload, post, email, or otherwise transmit via the Services, and that you must
evaluate, and bear all risks associated with, the use of any Content posted or transmitted by you or other users.
We
do not control the Content posted by users via the Services and, as such, do not guarantee the usefulness, accuracy,
integrity, or quality of such Content.
Under no circumstances will we be liable in any way for any Content, including,
but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of
the use of any Content posted, emailed, or otherwise transmitted, whether by us, you, or others.</p>
<p>You agree to not use the Services to: (a) upload, post, email, or otherwise transmit any Content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's
privacy, hateful, or racially, ethnically, or otherwise objectionable.
(b) harm minors in any way.
(c) impersonate any
person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity.
(d) post any
incomplete, false, or inaccurate biographical information.
(e) forge headers or otherwise manipulate identifiers in
order to disguise the origin of any Content transmitted through the Services.
(f) upload, post, email, or otherwise
transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary
relationships (such as inside information, proprietary and confidential information learned or disclosed as part of
employment relationships or under nondisclosure agreements).
(g) upload, post, email, or otherwise transmit any
Content that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party.
(h)
upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes, or any other similar solicitations.
(i) upload, post, email, or otherwise
transmit any material that contains software viruses or any other computer code, files, or programs designed to
interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
(j) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Services are able to
type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
(k)
interfere with or disrupt the Services or servers or networks connected to the Website, or disobey any requirements,
procedures, policies, or regulations of networks connected to the Website.
(l) intentionally or unintentionally violate
any applicable local, state, federal, foreign, or international laws, rules, and regulations.
(m) stalk or otherwise harass
another.
or (n) collect, store, or use personal data about other users of the Services, except as may be necessary to
complete a transaction offered or accepted by such users.</p>
<p>When retrieving information from the Website, you are prohibited from (a) using or attempting to use spiders,
crawlers, robots, avatars, intelligent agents, or any other extraction or navigation search except for a normal browser.
(b) aggregating, copying, or duplicating any of the materials or information except for the small amount of materials and information temporarily required for an ordinary single use of the Website.
and (c) accessing data not intended
for you.</p>
<p>Recognizing the global nature of the Internet, you acknowledge that what may legally be done on or through the
Internet in the jurisdiction of your residence may not be permissible in every jurisdiction in the world.
Therefore, you
specifically agree to comply with all local laws, rules, and regulations of the jurisdiction of the recipient regarding
online conduct and acceptable Content.
In addition, you agree to comply with all applicable laws, rules, and
regulations regarding the transmission of technical data exported from the United States and the country in which you
reside.
The foregoing obligation shall survive termination of this Agreement.</p>
<p>
<strong>3.
Astronomer’s Rights to Content</strong>
</p>
<p>With respect to Content you post for inclusion in publicly accessible areas of the Website, you grant us the worldwide,
royalty-free, and non-exclusive license to reproduce, modify, adapt and publish such Content in connection with the
Services solely for the purpose of displaying and distributing the Content for the purpose for which such Content was
submitted to us.
This license exists only for as long as you elect to continue to include such Content on the Services
and will be terminated 30 days after you delete or give us written notice to delete such Content from the Services.</p>
<p>You acknowledge that we may, but do not have the obligation to pre-screen Content.
We have the right, in our sole
discretion, to refuse or remove any Content that is available through the Services.
Without limiting the foregoing, we
have the right to remove any Content that we, in our sole discretion, deem violates this Agreement or is otherwise
objectionable.
In addition, we may pursue any of our other legal remedies, including, but not limited to, the immediate
cancellation of your account, the exclusion from the Website of you and anyone else who may have violated this
Agreement, and pursuing violators under various criminal and/or civil laws under the relevant jurisdiction.
We will
cooperate with any investigation by any federal, state, or local body or any court or tribunal legitimately exercising its
rights.
Such cooperation may be without notice to you.
You acknowledge and agree that we may preserve Content
and user information and may disclose Content and user information in accordance with the Privacy Policy, if
required to do so by law, or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process.
(b) enforce this Agreement.
(c) respond to claims that any Content violates the rights of
third parties.
(d) protect the rights, property, or personal safety of us, users of the Services, or the public.
or (e)
minimize or eliminate our potential liability.</p>
<p>We encourage you to use the feedback form on the Website to provide information about the your experience using
the Services, which will enable us to improve the Services.
This includes any ideas or suggestions pertaining to new
products, services, and other items.
You give us the unencumbered right to use such ideas or suggestions.
We will
not provide any compensation for the ideas or suggestions, but they may make the Website or the Services better or
more useful for you and other users.</p>
<p>
<strong>4.
Digital Millennium Copyright Act ("DMCA") Notice</strong>
</p>
<p>Content may be made available via the Website 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 and all of our other users to do the same.
It is our policy not to
permit materials known by us to infringe another party's copyright to remain on the Website.</p>
<p>If you believe any materials on the Website 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 material 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 material.
(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 material 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.</p>
<p>All DMCA notices should be sent to our designated agent as follows: Ry Walker – humans@astronomer.io.</p>
<p>
<strong>5.
Subscription Terms</strong>
</p>
<p>If you subscribe to any of our fee-based subscription services, the provisions of this Section 5 , in addition to the rest
of this Agreement, apply to you.
Some subscription services may be available on a member and non-member basis.
See the description of the applicable subscription services on the Website for details.</p>
<p>We will use our commercially reasonable efforts to provide the subscription services for which you have subscribed.
however, we do not warrant that the subscription services will be available 100% of the time.
The availability of the
subscription services is contingent upon many variables, many of which are outside our control.
You will pay the
applicable subscription fee in advance using the third-party payment service available through the Website.</p>
<p>You may access and use the subscription services for your own personal, non-commercial use only.
You may not
disclose your user name or your password, as applicable, for the subscription services to any third party.
If you
determine that another party has gained access to your user name and password, or that another has wrongfully
accessed the subscription services using your user name and password, you will promptly notify us and we will issue
a new user name and password to you and will delete the old user name and password.
If we determine that, as a
result of your improper disclosure of your user name and password, another user has accessed the subscription
services, we may immediately cancel your subscription and will have no obligation to refund any subscription fees
that you have paid.</p>
<p>
<strong>6.
Indemnity</strong>
</p>
<p>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, or use through the Services, your use of the
Services or Content, your connection to the Website, your violation of this Agreement, and your violation of any rights
of another or of any law, rule, or regulation.</p>
<p>
<strong>7.
No Resale of Services</strong>
</p>
<p>You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the
Services and/or Content, use of the Services and/or Content, or access to the Services and/or Content, without our
express written consent and the Content author.</p>
<p>
<strong>8.
Modification and Termination</strong>
</p>
<p>You acknowledge that we may establish general practices and limits concerning use of the Services.
You agree that
we have no responsibility or liability for the deletion or failure to store any messages and other communications or
other Content maintained or transmitted by the Services.
You further acknowledge that we reserve the right to
change these general practices and limits at any time, in our sole discretion, with or without notice, including, without
limitation, adding or deleting fees associated with the Services.
If any charge is applicable to any Services, we will
notify you in advance.</p>
<p>We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the
Services, in whole or in part, with or without notice.
You agree that we will not be liable to you or to any third party for
any modification, suspension, or discontinuance of the Services or removal of Content.</p>
<p>You agree that we, in our sole discretion, may terminate your use of the Services, in whole or in part, and remove and
discard any Content, for any reason without notice.
Further, you agree that we are not liable to you or any third party
for any termination of your access to the Services and discarding any Content.</p>
<p>
<strong>9.
Dealings with Retail Partners, Advertisers, and Other Users</strong>
</p>
<p>Your correspondence or business dealings with retail partners, advertisers, and other users found on or through the
Services, including payment and delivery of products or services, and any other terms, conditions, warranties, or
representations associated with such dealings, are solely between you and such retail partner, advertiser, or user.
You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such
dealings or as the result of the presence of such retail partners, advertisers, or users in connection with the Services.
If there is a dispute with retail partners, advertisers, or other users of the Services, we are under no obligation to
become involved.</p>
<p>
<strong>10.
Links</strong>
</p>
<p>The Services may provide, or third parties may provide, links to other websites or resources.
Because we have no
control over such sites and resources, you agree that we are not responsible for the availability of such sites or
resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services, or
other materials on or available from such sites or resources.
You further acknowledge and agree that we are not
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any such Content or products or services available on or through any such sites or
resources.</p>
<p>
<strong>11.
Astronomer’s Proprietary Rights</strong>
</p>
<p>You acknowledge and agree that the Services and any necessary software used in connection with the Services
("Software") contain proprietary and confidential information that is protected by applicable intellectual property laws
and other laws.
You further acknowledge and agree that Content, as well as any other information presented to you
through the Services, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and
laws.
Except as authorized in this Agreement or otherwise expressly authorized in writing by us or the applicable
retail partners, advertisers, Content authors, or other users, you agree not to distribute or otherwise transfer, modify,
or create derivative works based on the Services, the Software, or the Content, in whole or in part.
We grant you a
personal, non-transferable, and non-exclusive license to use the object code of the Software on a single computer.
provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse
engineer, reverse assemble, or otherwise attempt to discover any source code, or distribute, grant a security interest
in, or otherwise transfer any right in the Software.
You agree not to modify the Software in any manner or form, or to
use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access
to the Services.
You agree not to access the Services by any means other than through the interface that is provided
by us for use in accessing the Services.</p>
<p>
<strong>12.
Disclaimer of Warranties and Limitations of Liability</strong>
</p>
<p>You expressly understand and agree that: (a) your use of the services and content is at
your sole risk.
The services and content 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 services will be uninterrupted, timely, secure, or error free, (ii)
that the results that may be obtained from the use of the services or content 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 services will
meet your expectations, or (iv) that any errors in the software 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 services or content will create any
warranty not expressly stated in this agreement.</p>
<p>You expressly understand and agree that we are not be 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 services or
content.
(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 services.
(c)
unauthorized access to or alteration of your transmissions or data.
(d) statements or
conduct of any third party on the services.
(e) from any interruption, suspension, or
termination of the services, or (f) any other matter relating to the services, the
content, or the website, even if we have been advised of the possibility of such damages.</p>
<p>Some jurisdictions do not allow the exclusion of certain warranties or the limitation
or exclusion of liability for incidental or consequential damages.
Accordingly, some of
the limitations of this section may not apply to you.</p>
<p>
<strong>13.
Dispute Resolution</strong>
</p>
<p>Any claim or controversy arising out of or relating to this agreement 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.</p>
<p>
<strong>14.
Miscellaneous</strong>
</p>
<p>You may not assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any
third party without our prior written consent.
The failure of either party to act upon any right, remedy, or breach of this greement 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.
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.
The provisions of this Agreement are severable.
If
any provision is held to be invalid, unenforceable, or void, the remaining provisions will not as a result be invalidated.
This Agreement and any claim arising out of this Agreement will be governed by and construed in accordance with
the laws of the State of Ohio, excluding its conflict of laws principles.
This Agreement constitutes the entire
agreement and understanding between the parties relating to the object and scope of this Agreement.
Any
representation, statement, or warranty not expressly contained in this Agreement, will not be enforceable by the
parties.</p>
<p>LAST UPDATED: January 2019</p>