Terms and conditions
Last updated: January 2022.Welcome to Astrea. Astrea LLC provides website features and other services to you when you access and use the website located at www.astreanalytics.com, use any related information, services, content, software functionality and/or use materials provided by Astrea in connection with any of the foregoing (collectively, the “Site”). By using this Site, you agree, on an individual end user basis and when acting as agent for and on behalf of an entity, namely, your employer (referenced herein with “you” or with “your”), to the following conditions.
Please read these terms and conditions carefully.
- Acceptance. Your access to and use of this Site is subject to your compliance with these Terms and any additional terms and conditions set forth separately on the Site. If you do not agree with and accept these Terms, you are prohibited from using or accessing the Site. We may, at any time and without notice, modify these Terms by posting a revised version of the Terms on the Site. Your continued use of the Site constitutes your acceptance of any such revisions, so you should periodically review the current Terms.
- License grant. Subject to your continued compliance with the express terms and conditions of this Agreement, Astrea hereby provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site solely to obtain information about Astrea products and/or services for personal or internal business purposes. You may print materials and information from the Site solely for the foregoing purpose, provided that all hard copies contain all copyright and other applicable notices contained in such materials and you abide by any further restrictions set forth in this Agreement. All rights not expressly granted under this Agreement are hereby reserved. Accordingly, you are hereby prohibited from using the Site in any manner that is not expressly and unambiguously authorized by the terms and conditions of this Agreement.
- Representations and warranties. By downloading, accessing, or using the Site, you represent and warrant that (i) you are at least 18 years of age or the legal age of majority, whichever is greater; and (ii) you will at all times provide true, accurate, current, and complete information when submitting information to Astrea through the Site; and (iii) you will at all times comply with the terms and conditions of this Agreement including, without limitation, the terms set forth in Section 2 (License Grant). Any breach of the foregoing representations and warranties entitles Astrea to immediately terminate this Agreement and/or seek any and all remedies available at law or equity. If you do not agree to any term or condition, you should not access or otherwise use the Site.
- Electronic communications. When you use the Site, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Site and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Your account. You may need your own Astrea account to use the Site, and you may be required to be logged in to the account and have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. Astrea reserves the right to refuse service, terminate accounts, terminate your rights to use the Site, remove or edit content, or cancel orders in its sole discretion.
- Fees and payment. Astrea’s fees shall be specified on the Site and may be paid by you by bank transfer or credit/debit card. All payments are subject to authorization by the credit/debit card holder’s card issuer or financial institution. Astrea will take full payment immediately for all services ordered via the Site and will not be liable for providing services unless it is in receipt of the relevant fees. When credit is added to your account, you will be asked to enter payment details. Astrea engages a PCI DSS certified third party to process credit/debit card payments and Astrea does not collect or retain credit/debit card or bank account information.
- Intellectual property. This Agreement provides only a limited license to access and use the Site in accordance with the terms of this Agreement. Accordingly, you hereby agree that Astrea transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else in connection with your use of the Site. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site are exclusively owned, controlled, and/or licensed by Astrea, its licensors or affiliates.
- Privacy. Please review our Privacy Notice, which also governs your use of the Site, to understand our practices.
- Third-party links. The Site may link to websites operated by third parties. Even if such third party is affiliated with Astrea, we have no control over these linked sites, all of which have separate, independent terms and privacy practices. These linked sites are only for your convenience and you access them at your own risk. Astrea disclaims all warranties related to such linked sites or any products or services offered in connection therewith.
- Market research respondents. You acknowledge that using the Site might involve individuals responding to market research questions and stimuli and otherwise providing various services to Astrea for your benefit (“Respondents”). You acknowledge that, given the nature of the Site, Astrea shall not be liable for the acts of such Respondents and such Respondents shall not be considered sub-contractors of Astrea in connection with this Agreement.
- General disclaimer. The Site and its services are provided “as is” and Astrea hereby disclaims all warranties, expressed or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Astrea does not warrant or make any representations concerning the accuracy, completeness, currency, availability, quality, usefulness, or reliability of the Site, or any use thereof. You are solely responsible for your use of the Site, including any decisions or other actions taken (or not taken) in connection therewith. Past performance is not indicative of future performance.
- Limitation of Liability. In no event shall Astrea be liable for any incidental, consequential or other damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of or related to the Site, or the use or inability to use the Site, even if advised of the possibility of such damages.
- Your Materials. You shall own all right, title and interest in and to all adverts, concepts, products, packaging, messages, straplines and any other data, information and materials supplied by you or your affiliates (collectively the “Materials”) for use in connection with the Site. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Materials. You warrant to Astrea that you have all necessary rights to provide the Materials to Astrea and that the use of Astrea of your Materials in connection with the Site will not infringe the intellectual Property Rights or any other rights of any third party. You hereby grant Astrea a non-exclusive, non-transferable right to use your Materials for the purpose of enabling Astrea to provide services to you through the Site in accordance with these terms and conditions, together with all statements of work entered into by the parties. You hereby indemnify Astrea against any and all losses, costs, claims, damages, liabilities, penalties, expenses (including reasonable legal expenses) arising out of and in connection with the use of your Materials in connection with the Site. You hereby grant permission to Astrea to (a) include your name in its list of customers on its website or in any other promotional materials; or (b) refer to you, orally or in writing, as a customer of the Site for promotional, marketing or financial reporting purposes.
- Enforcement. You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Astrea’s intellectual property or proprietary rights, may cause irreparable injury to Astrea, whereby such injury would not be quantifiable in monetary damages, and Astrea would not have an adequate remedy at law. In the event of such injury or potential for such injury, you therefore hereby agree that Astrea shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
- Enforcing security. Any actual or attempted use of the Site by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Astrea reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Site (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Site. Astrea may share any User Information we obtain from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. Astrea will also disclose User Information as required by any court order and/or subpoena. In addition, Astrea hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Site, or any portion thereof, in order to protect the Site, Astrea, or the business interests of Astrea and/or its affiliates.
- Terms and termination. This Agreement will take effect each and every time that you access and/or use the Site. This Agreement will terminate automatically if (i) you fail to comply with its terms and conditions; or (ii) cease all use of the Site. Termination will be effective without notice. In addition, Astrea may in its sole discretion terminate this Agreement upon notice to you for any or no reason. Upon termination of this Agreement, any and all right(s) to use the Site shall immediately cease and you must promptly return to Astrea (at the address listed below) all tangible embodiments of the Site in your possession or control. Sections 2-6 and 8-17 shall survive the termination of this Agreement.
- Governing Law and Jurisdiction. These Terms and your use of the Site are governed by the laws of the Commonwealth of Massachusetts, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Boston, Massachusetts, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms and/or the Site.
- Site modification, waiver, and severability. We reserve the right to make changes to the Site, policies, and these Terms of Use at any time. Astrea’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent or other default or failure of performance. If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term.