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These Terms of Use (“Terms”) describe the terms under which Astravue Technology Private Limited (“Astravue”, “We”, “Our”, “Us”) provides a Subscriber (“You”, “Your”, “Yourself”) access to and use of Our Services. By accessing and/or using Our Service,
a) You agree to be bound by these Terms and acknowledge having read the privacy policy (“Privacy Policy”).
b) You warrant to Us that You have the legal capacity and are competent to subscribe to Our Services.
c) In the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately refrain from accessing and using Our Services.
d) Astravue may refuse service, close accounts of any Member at any time.
You and Astravue shall be hereinafter collectively be referred to as “Parties” and individually as “Party”.
We shall provide You with access to and utilization of Our Software (“Software”). Our Services are provided solely for Your business purposes subject to these Terms. You shall connect to the Software using any internet browser supported by the Software. You are responsible for obtaining access to the internet and the equipment necessary to access the Software.
To access the Service, you must register for an account. You may register using your Google, or you may create a separate account for the Service.
When you register for an account, provide true, complete, and up-to-date contact and billing information.
You agree that the information you provided to us is accurate and that you will keep it accurate and up-to-date at all times.
Subject to Your compliance with these Terms and solely during the Term, You and Your employees have the limited, non-exclusive, non- transferable, revocable right to access and use the Services for your business purposes in accordance with the Subscription Plan set forth in an Order Form.
You acknowledge and agree that each license purchased by You from Us shall be granted for use by a single designated real human User only. You agree not to:
(a) process data on behalf of any third party other than Customer’s Users and End Users;
(b) in violation of applicable law and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations;
(c) use the Software, store or transmit sensitive personal information;
(d) share, assign, sublicense, or otherwise permit any other individual or entity to use the Software under the purchased license.
(e) to store or transmit any content that infringes upon any third party’s intellectual property rights;
(f) to decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of Astravue;
(g) to falsely imply any sponsorship or association with Astravue. Any attempt to do so shall constitute a material breach of these Terms, resulting in the immediate termination of the license without a refund. Furthermore, You shall refrain from creating aliases or delegating access (including group access) to the Software to more than one User under a single license. You shall ensure that the Software is used solely by the designated User and take appropriate measures to prevent unauthorized access or use. We reserve the right to verify compliance with this clause at any time without prior notice, including conducting audits, and may take legal action against any infringement or violation.
Except for the rights granted to You under Clause 2, all rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to the Services (including without limitations to all modifications, extensions, customizations, scripts or other derivative works provided, developed or delivered by Us under Professional Services), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Astravue.
Astravue shall have a perpetual right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from You.
You own the rights to all electronic information, text, messages, or other content, inclusive of but not limited to Users' and end users' personal data, provided by You or Your Users via Your Account while utilizing Our Services ("Your Data"). We do not claim ownership over Your Data. You grant Us the right and license to use Your Data for the provision, modification, support, maintenance, and improvement of the Services.
All rights not expressly provided to You herein are reserved.
You acknowledge and agree that Your use of Third-Party Service(s) will be subject to the terms and conditions and privacy policies of such third parties and that We shall not be liable for the enablement, access, or use of such Third-Party Service(s) by You, including Your data processed by such third parties. You should contact the third-party service provider for any issues arising in connection with the use of such Third-Party Service(s).
The Services and standard pricing plan shall be as set forth in the Website. All charges associated with the Services purchased by You ("Fees"), including but not limited to subscription fees, usage fees, and any other associated costs, shall be as set forth in the applicable order form. All Charges are due in full and payable in advance by You.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
Payments for subscription plans, for duration less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must notify us at least seven days (7) prior to the renewal date. If you have not downgraded to a free plan and if you have not notified us that you do not wish to renew the subscription, you will be presumed to have authorized Astravue to charge the subscription fee to the Credit Card last used by you.
Unless otherwise specified in these Terms, all Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services.
Unless otherwise stated, the Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”).
By using our services at Astravue, you acknowledge that your privacy is important to us. To understand how we collect, manage, process, secure, and store your private information, please visit https://astravue.com/privacy.html to read Astravue's Privacy Notice in its entirety.
Your Confidential Information shall include all of Your business and technological information which shall include Your Data. Our Confidential Information shall mean the Services other than Your Data. Confidential Information shall not include any information which are in the public domain (other than through a breach of these Terms), which is independently developed by the recipient, or which is received by a third party, not under restriction. The recipient will not disclose the Confidential Information, except to employees, agents, professional advisors, or third-party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise the rights and fulfil obligations under these Terms while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.
The services, including all server and network components are provided on an “as is” and “as available” basis. all express or implied representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, accuracy or non-infringement, are hereby excluded.
You acknowledge that Astravue does not warrant that the access to the service, which is provided over the internet and various telecommunications networks, all of which are beyond Astravue’s control, will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.
To the fullest extent permitted by applicable law, in no event will either Party be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if a Party has been advised as to the possibility of such damages or could have foreseen such damages.
To the maximum extent permitted by applicable law, Our aggregate liability and that of Our affiliates, officers, employees, agents, suppliers, and licensors, relating to the services, will be limited to an amount equal to twelve (12) months of the Charges paid by You for our Software.
You agree to indemnify and hold harmless Astravue, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Services, except where such use is authorized by Astravue.
Astravue will indemnify You and hold harmless from and against any claim brought against You by a third-party alleging that the Services subscribed to infringes or misappropriates such third-party’s valid patent, copyright, or trademark (an “IPR Claim”). Astravue reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Term: The Subscription Term shall be as set forth in the applicable order form.
Termination by You: You may terminate your Account and subscription to the Services at any time, but will remain liable for all Subscription Charges for the Subscription Term.
You may terminate Your Account in the event of any material breach committed by Us, provided You provide Us with a written notice of such breach and allow Us not less than thirty (30) days to cure such breach.
Termination by Us: We also reserve the right to terminate Your Account at any time by written notice due to:
(a) You have materially breached any term or provision of this Terms of Service;
(b) You cease Your business operations;
(c) business reasons which shall include discontinuation of the Services.
Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate the Account and Services with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
Assignment: Any rights or obligations hereunder may be assigned by Astravue without the prior written consent of the other Party. However, You shall not assign any rights or obligations hereunder without the prior written consent of Astravue. These Terms binds, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
Amendment: The Terms including any annexures may be modified, amended, or varied individually only by a written instrument signed by the authorized representatives of both Parties.
Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Services caused by circumstances beyond Our reasonable control, such as but not limited to, acts of God, acts of government, acts of terror, or civil unrest, technical failures beyond Astravue’s reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Your Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks on the Software.
Entire Agreement: These Terms together with any supplementary terms, constitute the entire agreement, and supersede any and all prior agreements between You and Astravue with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or order form. You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In case of a conflict between these Terms and an Order Form, these Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.
Each party agrees to the governing law of India (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts in Chennai, Tamil Nadu, India, in case of any dispute or lawsuit arising out of or in connection with this Agreement.
All notices to be provided by Astravue to You under these Terms may be delivered in writing.
(i) by recognized delivery service or to the contact mailing address provided by You on any order form while subscribing to the Services; or
(ii) electronic mail to the e-mail address provided for Your Account.
Astravue’s address for a notice to Astravue in writing by courier is “Astravue Technologies, Flat C, Plot No:110, AGS Colony, 2nd Avenue, 3rd Phase, Mugalivakkam, Chennai - 600125 and email is security@astravue.com” for electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a courier as permitted above.
Publicity Rights: You hereby grant Astravue the right to identify You as Astravue’s Customer on Our websites and/or marketing collateral and to include Your use of the Services in case studies.
Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.