Terms of Service

1. Accounts

You are not authorized to create an account or use the Services unless all of the following are true, and by using our Services, you represent and warrant that:

• You are an individual at least 18 years old or, if the age of majority is greater than 18 in your jurisdiction, that you are at least the age of majority.

• You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country.

• You are not on any list of individuals prohibited from conducting business with persons or companies located in the United States.

• You are not prohibited by law from using our Services.

• You do not have any other accounts on our Services.

• You have not previously been removed from our Services or our affiliates' services by us or our affiliates, unless you have our prior express written permission to create a new account.

You are responsible for maintaining the confidentiality of your account login names and passwords, and you must not permit use of your account by anyone else. You agree not to sell or otherwise transfer your account or other access rights. You accept responsibility for all activities that occur under your account. If you have reason to believe that someone is using your account without your permission, you agree to contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use of your account.

2. Your Responsibilities / Acceptable Use Policy

As a condition of your use of our Services, you agree that you will abide by the following requirements and our Community Guidelines (which are incorporated herein by reference), and will not encourage, permit, or assist any third party to take any action or upload any content on or to the Services that violates these requirements.

You agree to:

• Provide only truthful and accurate information.

• Comply with all applicable laws.

• Treat other users in a courteous and respectful manner.

• Present yourself respectfully and authentically.

You agree that you will not:

• Harass, bully, stalk, intimidate, assault, defame, abuse, harm, or otherwise mistreat any person, or threaten to do so.

• Use the Services in a way that damages the Services or prevents their use by other users, including but not limited to: engaging in or attempting to engage in any potentially harmful acts directed against the Services; violating or attempting to violate any security features; using manual or automated software to scrape, crawl, spider, or similarly access any portion of the Services; introducing viruses, worms, spyware, malware, or any other harmful code; reverse engineering, disassembling, decompiling, or otherwise attempting to derive or gain access to any software component of the Services; interfering with the proper functioning of the Services.

• Post or share Prohibited Content (see below).

• Solicit passwords or personal data for commercial or unlawful purposes.

• Automate the process of sending or viewing the Services or any content therein.

Prohibited Content

Astra prohibits uploading or sharing content ("Prohibited Content") that in the sole determination of Astra:

• Could reasonably be deemed to be offensive or to harass, upset, embarrass, alarm, or annoy any other person.

• Is obscene, pornographic, or otherwise may offend human dignity.

• Is abusive, insulting or threatening, discriminatory or that promotes or encourages hatred or bigotry.

• Is violent or threatens public or personal safety.

• Is illegal or encourages or facilitates any illegal activity.

• Relates to unauthorized commercial activities (including sales, competitions, promotions, and advertising).

• Infringes upon any third party's rights (including intellectual property rights and privacy rights).

• Includes the image or likeness of another person without that person's consent.

3. Content

3a. Your Content

You are solely responsible and liable for all text, pictures, videos, data, or other materials you post in or make available to the Services ("Your Content"). You represent and warrant that Your Content is accurate and that you have all necessary rights and licenses to upload Your Content.

By providing Your Content, you grant to Astra a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, incorporate into other works, advertise, distribute, and otherwise make available to the general public Your Content, in whole or in part, and in any way and in any format or medium currently known or developed in the future.

AI/Machine Learning Training: This license explicitly includes the right for Astra to use Your Content to develop, train, test, and improve our artificial intelligence and machine learning models, including the coaching algorithms.

3b. Member Content

Content posted by other users ("Member Content") belongs to the user who posted it. You may only use Member Content to the extent that your use is consistent with our Services' purposes. You may not copy or use Member Content for commercial purposes, to spam, to harass, or to make unlawful threats, or for any other purpose that would violate these Terms.

3c. Our Content

Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Services is owned, controlled or licensed by us. All rights, title, and interest in and to Our Content remains with us at all times. Subject to your compliance with these Terms, Astra grants you a revocable, non-transferable, non-exclusive, limited license to view the Services and any of Our Content and Member Content we make available to you therein, strictly for your personal, non-commercial use of the Services consistent with our Services' purposes.

3d. No Obligation to Pre-Screen Content

We do not assume any obligation to pre-screen any of Your Content or any Member Content. However, we reserve the right to review, pre-screen, refuse, and/or remove any Member Content and Your Content at our sole discretion.

4. No Criminal Background or Identity Verification Checks

You understand that Astra does not conduct criminal background or identity verification checks on its users or otherwise inquire into the background of its users. Astra makes no representations or warranties as to the conduct, identity, health, physical condition, intentions, legitimacy, or veracity of users.

You are solely responsible for your interactions with other users. Always use your best judgment and take appropriate safety precautions when communicating with or meeting new people.

5. Inappropriate Content and Misconduct; Reporting; Investigation

We are committed to maintaining a positive and respectful community across our Services. We encourage you to report any inappropriate Member Content or misconduct by other users by using the reporting tools within the Services.

We do not have the obligation to, but reserve the right to investigate reports made by you or by others, or of our own accord. If appropriate in our sole discretion, we may suspend, terminate, or ban your account if we believe that you have violated these Terms, misused our Services, or behaved in a way that we regard as inappropriate or unlawful. Investigations may result in disclosure of the matter to appropriate law enforcement authorities.

By using the Services, you irrevocably consent to such investigations and disclosures.

6. Disputes Between Members

Any and all disputes between members of the Services ("Member Disputes") must be resolved between the parties to that dispute. Astra will not get involved in Member Disputes, is not responsible for any interactions between its members, and need not be informed of any Member Disputes.

7. Account Suspension/Termination

You can delete your account at any time by following the instructions within the Services.

Astra reserves the right to suspend or terminate your account if we believe, in our sole discretion, you have violated these Terms.

EU/UK User Rights: If you reside in the EU or UK and believe we have taken action against your content or account in a way that does not comply with these Terms, you have the right to bring a claim for breach of contract under local law and may have additional appeal rights under the Digital Services Act.

8. Warranty Disclaimer

Astra provides the Services on an "as is" and "as available" basis and makes no warranties of any kind, whether express, implied, statutory, or otherwise with respect to our Services (including all content contained therein), including, without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.

9. Reporting Copyright Infringement

We encourage you to report any content on the Services that you believe infringes your rights. Only the intellectual property rights owner or a person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify Astra's Designated Copyright Agent with the following information required by the DMCA, 17 U.S.C. 512:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

• Identification of the copyrighted work claimed to have been infringed.

• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Astra to locate the material.

• Sufficient contact information for the complaining party.

• A statement that the complaining party has a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.

• 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.

We may, in our reasonable discretion, terminate the accounts of users who are repeat infringers.

10. Third-Party Sites, Services, and Content

There may be links from the Services or our communications to third party websites or services. The Services may also include third-party content that we do not control, maintain, or endorse. We do not control any of these third-party sites, services, or content, and you expressly acknowledge and agree that we are in no way responsible for or liable for any of those third-party sites, services, or content.

Third-Party Integrations: You acknowledge that the Services may integrate with third-party services to provide core functionality, which will result in the transfer of necessary data to and from these third party services for the sole purpose of delivering the Services.

11. Your Release and Indemnification of Astra

You release and discharge Astra, our affiliates, and their and our respective officers, directors, agents, and employees (collectively "Released Parties") from any and all claims, causes of action, or demands of any kind whatsoever, including but not limited to personal injury, emotional distress, and property damage arising from your use of the Services and Member Disputes.

You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless the Released Parties from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, due to, arising out of, or relating in any way to your access to or use of our Services, Your Content, your conduct toward other users, Member Disputes, or your breach of these Terms.

12. Limitation of Astra's Liability

To the fullest extent permitted by applicable law, in no event will Astra, its affiliates, officers, directors, employees, agents, licensors, or service providers be liable for any economic, indirect, consequential, exemplary, incidental, special, punitive, fixed, or enhanced damages, including, without limitation, loss of profits, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses.

To the fullest extent permitted by applicable law, in no event will Astra's aggregate liability to you for all claims relating to the Services exceed the amount paid, if any, by you to Astra for the services during the twenty-four (24) month period immediately preceding the date that you first file a lawsuit, arbitration, or any other legal proceeding against Astra.

California Resident Waiver: If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

13. Arbitration Agreement / Governing Law / Class Action Waiver / Dispute Resolution

These Terms, including all Additional Terms, will be governed by, construed and enforced in accordance with the laws of the State of Delaware, excluding its conflict of laws principles. The arbitration proceedings will be governed by federal arbitration law and by the JAMS rules.

Both you and Astra waive the right to a trial by jury and the right to bring or resolve any dispute as a class, consolidated, representative, collective, or private attorney general action. Both you and Astra waive the right to participate in a class, consolidated, representative, collective, or private attorney general action related to any dispute that is brought by anyone else.

Except for disputes relating to the infringement of your or Astra's intellectual property (such as trademarks, trade dress, copyright and patents) or where Astra is seeking injunctive relief (the "Excluded Disputes"), you and Astra each agree to finally settle all disputes only through arbitration. In arbitration, there is no judge or jury and review is limited. The arbitrator's decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction.

The parties agree that any claim, suit, action or proceeding arising out of or relating to these Terms and your use of the Services will be resolved solely by binding arbitration before a sole arbitrator under the Streamlined Arbitration Rules & Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. If an in-person hearing is required, then it will take place in New York, New York. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party.

You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to contact@astra.ai. The notice must be sent within 30 days of registering an account. If you do not opt-out, you shall be bound to the terms in this section.

14. Changes to Services and to These Terms

Astra may modify, suspend, or discontinue any aspect of the Services, or the entirety of the Services, at any time for any reason, with or without notice to you.

To the extent allowed by applicable law, Astra reserves the right to change these Terms and any Additional Terms at any time without prior notice. When we make changes the new Terms will be made available within the Services. Your continued use of the Services after the effective date of the revised Terms will constitute your consent to these changes to the fullest extent allowed by applicable law.

15. Special State and Country Terms

A. Colorado Safety Policy

For users residing in Colorado, the following additional terms apply:

Prohibited Content: Please see Section 2 above (Acceptable Use Policy) for information on prohibited content.

If you believe we have made a mistake in taking action on your Account or Your Content, please contact us.

B. International Users

The Services are controlled and operated by Astra from the United States of America. Astra makes no representation that the Services are appropriate or available for use other than in the United States. Those who access or use our Services from other countries do so at their own volition and are responsible for compliance with local law.

If you reside in Europe, you may have additional rights under the Digital Services Act to access third-party out-of-court dispute settlement processes and seek remedies from the courts in the EU member state in which you live.

16. Miscellaneous

These Terms, together with any Additional Terms, contain the entire agreement between you and Astra regarding the use of our Services.

Section titles are inserted only as a matter of convenience and have no legal or contractual effect. If any portion of these terms is held to be unenforceable, overbroad, unfair or unreasonable, such portion shall be construed in accordance with applicable law to the greatest extent possible, and otherwise severed, and the remainder of the provisions shall remain in full force and effect.

The failure of Astra to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breaches or any subsequent breaches.

We may assign our rights and obligations under these Terms to any party at any time without notice to you. Neither these Terms nor any Additional Terms may be assigned by you to any third party.

17. Contact Us

If you have questions about these Terms, please contact us at contact@astra.ai.