Terms of Service

By accessing or using Astellent's services, websites, or platforms (collectively, the 'Services'), you agree to be bound by these Terms of Service ('Terms'). If you do not agree to these Terms, do not use our Services.

We may modify these Terms at any time. Your continued use of the Services after any modifications indicates your acceptance of the updated Terms.

AI Consulting Services

Astellent provides artificial intelligence consulting, implementation, and managed services to businesses. Our Services include strategic advisory, technical implementation, custom AI development, and ongoing support.

Software Products

We offer proprietary software products, including our AI Gateway platform and related tools. Use of these products is subject to additional product-specific terms and licensing agreements.

Professional Services

Our professional services are governed by separate statements of work or service agreements that incorporate these Terms by reference.

Prohibited Uses

You may not use our Services to: (a) violate any laws or regulations; (b) infringe on intellectual property rights; (c) transmit malicious code or viruses; (d) attempt unauthorized access to our systems; (e) engage in fraudulent or deceptive practices; (f) scrape or harvest data without permission; (g) interfere with the Services' operation.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use.

Astellent's Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, code, and software, are owned by Astellent or its licensors and are protected by copyright, trademark, and other intellectual property laws.

Client Data

You retain all rights to data you provide to us ('Client Data'). By using our Services, you grant us a limited license to use Client Data solely to provide the Services to you.

Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by Astellent without restriction or compensation to you.

Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the provision of Services. This obligation survives termination of these Terms.

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed; or (d) must be disclosed by law.

Fees

Fees for Services are specified in applicable order forms or statements of work. All fees are non-refundable unless otherwise specified in writing.

Payment Schedule

Invoices are due within 30 days of receipt unless otherwise agreed. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.

Taxes

Fees do not include taxes. You are responsible for all applicable taxes, except for taxes based on Astellent's income.

Service Warranty

Astellent warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No Guarantee of Results

We do not guarantee specific outcomes or results from the use of our Services. Any estimates or projections are not warranties or guarantees.

Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTELLENT'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

Exclusion of Damages

IN NO EVENT SHALL ASTELLENT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless Astellent and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your Client Data.

Termination Rights

Either party may terminate these Terms or any Services for convenience with 30 days written notice, or immediately for cause if the other party materially breaches and fails to cure within 10 days of notice.

Effect of Termination

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination shall survive, including confidentiality, intellectual property, and limitation of liability.

Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of law provisions.

Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in San Francisco, California, under the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

Entire Agreement

These Terms, together with any applicable statements of work or order forms, constitute the entire agreement between you and Astellent regarding the Services.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver

No waiver of any term or condition shall be valid unless in writing and signed by Astellent.

Assignment

You may not assign these Terms without our prior written consent. Astellent may assign these Terms without restriction.