End User License
Agreement

1Acceptance of This Agreement

This End User License Agreement (“Agreement”) is a legal agreement between you (“you” or “Licensee”) and Astra Marketing Corp. (d/b/a Astra Results Marketing) (“Astra Results Marketing,” “we,” or “us”) governing your access to and use of our proprietary software, dashboards, AI tools and services, applications, and related materials that we make available to you (collectively, the “Software”). By installing, accessing, or using the Software, you agree to this Agreement. If you do not agree, do not use the Software.

2Definitions

“Software” means any software, application, portal, dashboard, AI feature, script, or tool that Astra Results Marketing provides to you, together with related documentation and updates. “Order” means a separate subscription, proposal, statement of work, or services agreement that describes the Software you are licensed to use and the applicable fees.

3Grant of License

Subject to your compliance with this Agreement and any applicable Order, Astra Results Marketing grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for your internal business purposes during the term of your Order.

4License Restrictions

You must not, and must not permit anyone else to:

• Copy, modify, translate, or create derivative works of the Software;
• Sell, rent, lease, lend, sublicense, distribute, or otherwise make the Software available to any third party;
• Reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent the law expressly permits;
• Remove, alter, or obscure any proprietary notices, labels, or marks;
• Use the Software to build or improve a competing product or service, or for benchmarking, without our written consent;
• Exceed any usage, user-seat, or capacity limits set out in your Order; or
• Use the Software in violation of our Acceptable Use Policy or applicable law.

5Ownership and Reservation of Rights

The Software is licensed, not sold. Astra Results Marketing and its licensors retain all right, title, and interest in and to the Software, including all intellectual-property rights. No rights are granted to you except as expressly stated in this Agreement, and we reserve all rights not granted.

If you provide feedback or suggestions about the Software, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate them into the Software without restriction or obligation to you.

6AI Features and Outputs

Some Software includes AI-powered features. AI-generated outputs may be inaccurate, incomplete, or unsuitable for a particular purpose, and they do not constitute legal, financial, or professional advice. You are responsible for reviewing outputs before relying on or publishing them, for ensuring your use of any inputs and outputs is lawful and does not infringe third-party rights, and for complying with the terms of any third-party AI models integrated into the Software.

7Third-Party and Open-Source Components

The Software may include third-party or open-source components that are subject to their own license terms. Those terms govern your use of the applicable components and, where required, are made available to you. Nothing in this Agreement limits your rights under, or is intended to conflict with, any applicable open-source license.

8Data and Privacy

Our handling of personal information in connection with the Software is described in our Privacy Policy. You are responsible for the data you submit to the Software and for obtaining any consents required to provide that data to us.

9Updates and Maintenance

We may update, modify, or discontinue the Software or any of its features at any time. Updates may be applied automatically and are subject to this Agreement unless accompanied by separate terms. We are not obligated to provide support except as set out in an applicable Order.

10Fees and Subscription

Your right to use the Software may depend on payment of fees described in your Order. Fees, billing cycles, and renewal and cancellation terms are governed by that Order. Except as required by law or stated in the Order, fees are non-refundable.

11Confidentiality

The Software and any non-public information we provide about it are our confidential information. You agree to protect it with at least reasonable care, to use it only as permitted by this Agreement, and not to disclose it to third parties without our consent.

12Term and Termination

This Agreement applies for as long as you use the Software or until terminated. We may suspend or terminate your license immediately if you breach this Agreement or the applicable Order. On termination, your license ends and you must stop using and, if asked, delete the Software in your possession. Sections relating to ownership, restrictions, disclaimers, limitation of liability, indemnification, confidentiality, and governing law survive termination.

13Disclaimer of Warranties

The Software is provided “as is” and “as available,” without warranties of any kind. To the fullest extent permitted by law, Astra Results Marketing disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Software will be uninterrupted, secure, or error-free.

14Limitation of Liability

To the fullest extent permitted by law, Astra Results Marketing will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to the Software. Our total liability relating to the Software will not exceed the amounts you paid for the Software in the twelve (12) months before the event giving rise to the claim, or one hundred U.S. dollars (US $100) if you paid nothing.

15Indemnification

You agree to indemnify and hold harmless Astra Results Marketing and its personnel from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of your use of the Software, your data, or your violation of this Agreement or applicable law.

16Export Compliance

You agree to comply with all applicable export-control and sanctions laws and not to use, export, or re-export the Software in violation of those laws.

17Governing Law

This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. The exclusive venue for disputes that are not subject to arbitration will be the state or federal courts located in Miami-Dade County, Florida.

18General

This Agreement, together with any applicable Order and our referenced policies, is the entire agreement between you and Astra Results Marketing regarding the Software. If any provision is unenforceable, the rest remains in effect. We may assign this Agreement in connection with a business transfer; you may not assign it without our consent. Our failure to enforce any provision is not a waiver. We may update this Agreement by posting a revised version and changing the “Last updated” date.

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