Terms of Service

1. The Services

Agent Astro provides AI-enabled regulatory intelligence, analysis, research, workflow, and decision-support tools designed primarily for medical device regulatory work.

The Services may include regulatory pathway analysis, regulatory research, predicate and precedent analysis, safety and post-market information, regulatory intelligence, testing and evidence analysis, submission-related tools, document and data analysis, and other regulatory workflows and functionality.

Agent Astro is an independent regulatory intelligence platform. Agent Astro is not a regulatory authority and is not affiliated with, endorsed by, or acting on behalf of the U.S. Food and Drug Administration (“FDA”) or any other regulatory authority unless expressly stated otherwise. References to regulatory authorities or information derived from them do not imply affiliation or endorsement.

2. Eligibility and Authority

You may use the Services only if you have the legal capacity to enter into these Terms.

If you access or use the Services on behalf of an organization, you represent that you have the authority necessary to do so.

You must comply with all laws and regulations applicable to your use of the Services.

3. Accounts

You must provide materially accurate account information and keep it reasonably current.

Individual accounts are intended for the named or otherwise authorized user associated with the account. You may not share login credentials or permit unauthorized persons to use your account.

Organizations may provision and manage multiple authorized users where permitted by the applicable subscription, Order Form, or other agreement. Accounts provisioned by an organization may be subject to administration by that organization, including management of account access and users, as further described in the applicable plan and Privacy Policy.

You are responsible for maintaining the confidentiality of your credentials and must promptly notify Agent Astro if you know or reasonably suspect that your account or credentials have been compromised or used without authorization.

Agent Astro may require password resets, additional authentication, or temporary account restrictions where reasonably necessary to protect the Services, users, or data.

4. Subscriptions, Fees and Payment

Certain Services require a paid subscription, purchase, or other payment arrangement.

Fees, subscription periods, usage allowances, credits, and other commercial terms applicable to a purchase will be disclosed at the time of purchase, in the applicable Order Form, or on the applicable invoice.

Fees are payable in the currency specified at the time of purchase, in the applicable Order Form, or on the applicable invoice.

Unless expressly stated otherwise, prices exclude applicable sales, use, value-added, goods and services, harmonized sales, and similar transaction taxes imposed on the purchaser. You are responsible for applicable taxes other than taxes based on Agent Astro’s net income.

Payments may be processed by Agent Astro or authorized third-party payment processors. Your use of a third-party payment service may also be subject to that provider’s applicable terms and privacy practices.

5. Renewal, Cancellation and Refunds

Unless otherwise disclosed at purchase or agreed in writing, paid subscriptions automatically renew for successive subscription periods unless cancelled before the applicable renewal date.

You may cancel a subscription at any time. Unless otherwise required by law or expressly agreed, cancellation takes effect at the end of the then-current paid subscription period.

Except where required by applicable law, payments are generally non-refundable. Agent Astro may, in its discretion, issue refunds or service credits where it considers doing so commercially appropriate.

If Agent Astro permanently discontinues a paid Service for convenience during a prepaid subscription period, and the discontinuation is not caused by your breach or unlawful conduct, Agent Astro will provide a pro-rata refund for the unused portion of the prepaid period.

Price changes apply prospectively at renewal following reasonable advance notice. Agent Astro will not increase the price of an existing prepaid subscription during its current term unless you agree otherwise.

Different terms may apply under a separately negotiated agreement.

6. Credits and Usage Allowances

Certain Services may use credits, usage allowances, or similar mechanisms.

Credits and usage allowances are contractual rights to use specified features or quantities of the Services. They are not currency, stored monetary value, or financial instruments and have no cash value.

Unless otherwise required by law or expressly stated at purchase, credits are not transferable, redeemable for cash, or refundable.

Any applicable expiration, rollover, replenishment, or other credit terms will be disclosed through the applicable plan, purchase terms, or Order Form.

Agent Astro may establish reasonable plan-based technical and usage limits, including limits relating to credits, storage, rate limits, APIs, MCP access, or other functionality. Material limits applicable to a paid plan will be disclosed through the applicable plan, purchase terms, or agreement.

7. Customer Content

“Customer Content” means information, documents, files, data, text, prompts, materials, and other content that you or your authorized users submit, upload, transmit, or otherwise provide through the Services.

As between you and Agent Astro, you retain your ownership rights in Customer Content.

You grant Agent Astro a limited, non-exclusive license to host, copy, process, transmit, store, and otherwise use Customer Content only as reasonably necessary to provide, maintain, secure, support, and operate the Services for you, including analyzing Customer Content and generating Outputs for you, or as otherwise expressly authorized by you.

Agent Astro may use your prior Customer Content and Outputs as context for subsequent work performed through the Services for the same customer or organization, including to maintain device, project, or regulatory context.

Agent Astro will not use one customer’s Customer Content as context for another customer unless the original customer authorizes that sharing.

8. Your Responsibilities for Customer Content

You are responsible for ensuring that you have the rights, permissions, consents, and other lawful basis necessary to provide Customer Content to Agent Astro and permit its processing as contemplated by these Terms.

You are responsible for the material accuracy and completeness of information you provide where that information is relevant to the analysis being performed.

Agent Astro is not responsible for errors or deficiencies in Outputs to the extent they result from materially inaccurate, incomplete, or misleading Customer Content.

You must not submit protected health information (“PHI”), patient-identifiable information, or other information that identifies an individual patient through the Services unless Agent Astro has expressly authorized such processing under a separate written agreement.

9. Customer Content Is Not Used to Train or Generally Improve Astro Without Permission

Agent Astro will not use Customer Content to train AI models or for generalized product improvement without your permission.

This restriction applies even where Agent Astro could de-identify, aggregate, or otherwise transform the Customer Content.

Agent Astro may use non-content technical, operational, security, and usage information to operate, secure, analyze, maintain, and improve the Services. This may include information such as feature usage, system performance, response times, error rates, credit consumption, browser or device information, and security events, provided that such use does not involve using Customer Content for generalized product improvement contrary to the commitment above.

Nothing in this section prevents Agent Astro from using Customer Content as necessary to provide, support, troubleshoot, secure, or maintain the Services for you or as otherwise expressly authorized by you.

10. Confidentiality

Agent Astro will protect non-public Customer Content as confidential information and will not disclose it except:

• (a) to personnel, contractors, affiliates, and service providers who reasonably require access to provide, support, maintain, or secure the Services and who are subject to appropriate confidentiality obligations;
• (b) as authorized or directed by you;
• (c) as reasonably necessary to investigate security incidents, abuse, fraud, or violations of these Terms; or
• (d) where disclosure is required by applicable law, regulation, court order, or governmental requirement.

Where legally permitted and reasonably practicable, Agent Astro will provide notice of legally compelled disclosure.

Confidentiality obligations do not apply to information that Agent Astro can demonstrate:

• (a) was lawfully known to Agent Astro without confidentiality obligations;
• (b) becomes publicly available through no breach of these Terms;
• (c) is lawfully received from a third party without confidentiality restrictions; or
• (d) is independently developed without use of the customer’s confidential information.

Agent Astro’s confidentiality obligations continue for as long as Customer Content remains confidential. Trade secrets will be protected for as long as they retain trade-secret status under applicable law.

You must similarly protect Agent Astro non-public information that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances, including non-public product roadmaps, pre-release functionality, technical documentation, and non-public commercial or pricing information.

This obligation does not make ordinary Outputs or publicly available information confidential and does not restrict your permitted use of your Outputs.

11. Security and Access to Customer Content

Agent Astro will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure.

No system or method of electronic storage or transmission can be guaranteed to be completely secure, and Agent Astro does not warrant absolute security.

Human access to Customer Content will be limited to circumstances where access is reasonably necessary for customer-requested support, troubleshooting or maintenance, security or abuse investigations, compliance with law or these Terms, or another purpose authorized by the customer.

Personnel and contractors permitted to access Customer Content will be subject to appropriate confidentiality obligations.

12. Third-Party Infrastructure and AI Providers

Agent Astro may use third-party cloud infrastructure, AI models, databases, APIs, software, and other service providers to provide, maintain, secure, and support the Services.

Authorized providers may process Customer Content where reasonably necessary to provide those functions, subject to applicable contractual, privacy, confidentiality, and security protections.

Agent Astro may select, replace, combine, or modify underlying AI models, infrastructure, service providers, and technologies over time without obtaining separate customer consent for each change, provided that Agent Astro continues to comply with its applicable obligations regarding Customer Content, confidentiality, privacy, and security.

Customer Content and personal information may be processed or stored in jurisdictions outside your own where reasonably necessary to provide the Services, subject to applicable law and the protections described in these Terms and the Privacy Policy.

13. Outputs

“Outputs” means responses, analyses, reports, recommendations, comparisons, summaries, documents, or other content generated by the Services in response to Customer Content or your use of the Services.

As between you and Agent Astro, and to the extent permitted by applicable law, you own Outputs generated specifically for you.

You may use, reproduce, modify, distribute, incorporate, and commercialize your Outputs, including for internal business purposes, client deliverables, professional services, and regulatory submissions, subject to these Terms and applicable law.

Because of the nature of artificial intelligence and regulatory information, Outputs may not be unique. Other users may independently receive the same or similar Outputs. Your ownership of an Output does not give you rights in Outputs independently generated for other users.

Agent Astro retains all rights in the Services and underlying technology as described below.

14. Regulatory Intelligence and Professional Judgment

The Services are designed to support substantive medical device regulatory work, including regulatory research, analysis, strategy, submissions, and decision-making.

However, AI systems and regulatory information can contain errors, omissions, ambiguities, or outdated information. Outputs should not be treated as infallible or as the sole basis for consequential regulatory, legal, clinical, safety, or other professional decisions.

You are responsible for evaluating Outputs and applying appropriate professional judgment before relying on them for consequential regulatory purposes or submitting them to a regulatory authority.

Where an Output relies materially on citations, references, regulatory records, standards, guidance, or other source materials, you should verify material information against the applicable authoritative source before relying on it for consequential regulatory decisions or submissions.

Agent Astro does not require that Outputs be independently validated by a separate regulatory professional before use or submission. The appropriate degree of review depends on the circumstances and remains your responsibility.

Agent Astro does not provide legal advice, and use of the Services does not create an attorney-client relationship.

15. Regulatory Outcomes and Changing Requirements

Regulatory authorities exercise independent judgment and may interpret information, evidence, regulations, guidance, standards, or precedent differently from Agent Astro or from you.

Agent Astro does not guarantee any particular regulatory classification, determination, clearance, approval, acceptance, submission outcome, or other regulatory result.

Regulatory requirements, guidance, standards, policies, databases, and other source information may change over time. Unless the Services expressly indicate otherwise, an Output reflects information available to the Services at the time it was generated and may not remain current indefinitely.

This provision does not limit any specific monitoring, current-awareness, or update functionality expressly offered by the Services.

16. Third-Party Regulatory Information and Sources

The Services may retrieve, reference, analyze, link to, summarize, or otherwise use information from regulatory authorities, databases, standards organizations, publications, websites, and other third-party sources.

Agent Astro does not control third-party sources and cannot guarantee their accuracy, completeness, timeliness, continued availability, or error-free operation.

Citations, references, links, and source information provided through the Services may themselves contain errors, omissions, or outdated information.

Third-party materials remain the property of their respective owners. Use of the Services does not grant you rights to reproduce or distribute third-party materials beyond rights you independently possess or that are otherwise permitted by law.

Agent Astro may identify, reference, summarize, or analyze standards, regulatory materials, and other third-party content where legally permitted.

17. No Clinical Use

The Services are intended for regulatory intelligence and related professional workflows.

You may not use the Services for diagnosis, treatment, direct patient care, or clinical decision-making.

18. Consultants and Professional Service Providers

Regulatory consultants and other professional service providers may use the Services in providing services to their clients.

If you use the Services on behalf of or in connection with a client, you are responsible for ensuring that you have appropriate authority and rights to use relevant client information and for complying with applicable confidentiality, professional, contractual, and legal obligations.

Nothing in these Terms prohibits legitimate professional use of Outputs in client work.

19. Acceptable Use

You may not use the Services:

• (a) for unlawful, fraudulent, deceptive, or abusive purposes;
• (b) to infringe, misappropriate, or violate another person’s intellectual property, privacy, confidentiality, or other rights;
• (c) to submit PHI or patient-identifiable information except where expressly authorized under a separate written agreement;
• (d) to interfere with, disrupt, damage, disable, overload, or compromise the security or operation of the Services;
• (e) to introduce malware, malicious code, or other harmful material;
• (f) to obtain or attempt to obtain unauthorized access to accounts, systems, data, or functionality;
• (g) to circumvent technical restrictions, rate limits, credit limits, access controls, or other reasonable usage controls;
• (h) to use unauthorized scraping, bots, bulk extraction, or undocumented automated means to access or extract information from the Services;
• (i) to use the Services or Outputs to develop, train, or materially improve a competing product or service;
• (j) to systematically extract Outputs, data, functionality, workflows, or other elements of the Services for the purpose of replicating or substituting for material functionality of Agent Astro;
• (k) to resell, sublicense, rent, or provide third-party access to the Services except as expressly authorized by Agent Astro in writing;
• (l) to use the Services for diagnosis, treatment, direct patient care, or clinical decision-making; or
• (m) to knowingly fabricate, alter, or present an Output in a manner that fraudulently, deceptively, or unlawfully represents it as an authentic communication, determination, record, certification, approval, clearance, or document of a regulatory authority or other third party.

Nothing in this section prohibits legitimate evaluation or benchmarking of the Services.

You may publicly discuss or publish legitimate benchmark or comparison results concerning Agent Astro, provided that you do not disclose Agent Astro confidential information or present results in a materially false or misleading manner.

20. Automated Access, APIs and MCP

You may use APIs, MCP functionality, integrations, or other automated access methods that Agent Astro makes available or expressly authorizes.

Automated access remains subject to these Terms and any applicable technical documentation, authentication requirements, rate limits, usage limits, or separate terms.

Unauthorized scraping, circumvention of access controls, systematic extraction, or use of undocumented access methods is prohibited.

21. Resale, White-Label and Embedded Use

These Terms do not grant a right to resell, sublicense, white-label, OEM, embed, or otherwise commercially redistribute access to the Services.

Consultants and professional service providers may use the Services to produce work for clients as permitted by these Terms, but may not sell or provide Agent Astro user accounts or platform access to clients unless authorized in writing.

Any reseller, white-label, OEM, embedded, or similar partner arrangement requires a separate written agreement with Agent Astro.

Where Agent Astro is provided through an authorized white-label or partner arrangement, the applicable partner agreement may establish separate requirements concerning end-user terms and access.

22. Agent Astro Intellectual Property

Except for Customer Content and customer-owned Outputs as expressly described in these Terms, Agent Astro and its licensors retain all right, title, and interest in and to the Services and all related technology and intellectual property.

This includes software, source code, object code, algorithms, models, methodologies, system architecture, regulatory frameworks, workflows, templates, interfaces, designs, databases, documentation, know-how, and improvements to the foregoing.

No rights are granted except as expressly stated in these Terms.

23. Feedback

If you voluntarily provide suggestions, ideas, comments, recommendations, or other feedback concerning the Services, Agent Astro may use that feedback without restriction or compensation to you.

This does not authorize Agent Astro to use underlying Customer Content or customer confidential information for product improvement contrary to Sections 9 and 10.

24. Intellectual Property Complaints

If you believe content available through the Services infringes your intellectual property rights, you may contact Agent Astro at info@agentastro.ai with sufficient information to identify the material and explain the basis of your claim.

Agent Astro may remove or restrict access to allegedly infringing material where reasonably appropriate.

25. Third-Party Services and Links

The Services may interact with or provide links to third-party websites, products, databases, or services.

Agent Astro does not control third-party services and is not responsible for their independent content, availability, security, terms, or privacy practices.

This does not disclaim responsibility for Agent Astro’s own analysis, functionality, or representations concerning third-party information within the Services.

26. Service Changes

Agent Astro may add, modify, replace, or discontinue features or functionality as the Services evolve.

Where reasonably practicable, Agent Astro will provide reasonable notice before a material reduction in core paid functionality.

Specific functionality commitments may be established in a separately negotiated agreement.

27. Beta, Preview and Experimental Features

Agent Astro may designate certain features as beta, preview, early access, experimental, or similar.

Such features may be incomplete, less reliable, modified more frequently, or discontinued without the same service commitments applicable to generally available functionality.

The Customer Content, confidentiality, privacy, and security protections in these Terms continue to apply to beta, preview, and experimental features. A beta designation does not reduce those protections.

28. Availability and Support

Agent Astro does not guarantee uninterrupted or error-free availability of the Services under these standard Terms.

Availability may be affected by maintenance, upgrades, third-party providers, infrastructure failures, security events, circumstances outside Agent Astro’s reasonable control, or other operational factors.

Agent Astro may provide support through channels it makes available. Unless expressly stated in an applicable plan or separate written agreement, these Terms do not establish guaranteed support hours, response times, resolution times, uptime commitments, or service-level agreements.

29. Free Trials and Promotional Access

Agent Astro may offer free trials, complimentary accounts, promotional credits, or other limited access.

Unless otherwise required by law or expressly agreed, Agent Astro may modify or discontinue free or promotional access at its discretion.

Free or promotional access does not create an entitlement to continued free use of the Services.

30. Suspension

Agent Astro may temporarily suspend or restrict access where reasonably necessary to:

• (a) respond to a security threat or unauthorized access;
• (b) prevent harm to the Services, Agent Astro, customers, or third parties;
• (c) investigate suspected material violations of these Terms;
• (d) comply with applicable law or governmental requirements; or
• (e) address overdue payment.

Where reasonably practicable, Agent Astro will provide notice of a suspension and will restore access once the circumstances giving rise to the suspension have been reasonably resolved.

31. Termination

Agent Astro may terminate access to the Services where:

• (a) you materially or repeatedly violate these Terms;
• (b) your use creates a material security, legal, fraud, abuse, or third-party risk;
• (c) payment remains overdue following a reasonable opportunity to cure;
• (d) termination is required by applicable law or governmental authority; or
• (e) Agent Astro permanently discontinues the applicable Service.

For an ordinary breach that can reasonably be cured, Agent Astro will generally provide notice and a reasonable opportunity to cure before termination.

Agent Astro may terminate immediately in cases involving serious unlawful conduct, fraud, intentional abuse, material security threats, or other circumstances where continued access would create material risk.

You may stop using the Services at any time and may request closure of your account, subject to applicable subscription obligations and legitimate legal, security, backup, and retention requirements.

32. Effect of Termination and Data Retention

You are responsible for exporting Customer Content and Outputs that you are required to retain for regulatory, legal, quality-system, professional, recordkeeping, or business purposes.

The Services should not be assumed to constitute a permanent system of record unless expressly agreed otherwise.

Following termination or account closure, Agent Astro may retain Customer Content for a limited period in accordance with its documented retention practices and then delete it, subject to applicable legal obligations, legitimate security requirements, backup practices, and the Privacy Policy.

The license granted to Agent Astro under Section 7 ends when the applicable Customer Content is deleted, except to the limited extent continued retention or processing is required by law, legitimate backup practices, or other obligations described in these Terms or the Privacy Policy.

33. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

AGENT ASTRO DISCLAIMS WARRANTIES, REPRESENTATIONS, AND CONDITIONS NOT EXPRESSLY SET OUT IN THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

AGENT ASTRO DOES NOT WARRANT THAT OUTPUTS WILL BE COMPLETE, ACCURATE, CURRENT, OR SUITABLE FOR EVERY PARTICULAR REGULATORY PURPOSE OR THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR REGULATORY OUTCOME.

Nothing in these Terms excludes warranties, conditions, rights, or remedies that cannot lawfully be excluded.

34. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT ASTRO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR REGULATORY DELAY OR DENIAL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AGENT ASTRO AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF:

(A) THE AMOUNTS PAID BY YOU TO AGENT ASTRO FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) US$10,000.

IF YOU HAVE NOT PAID ANY FEES TO AGENT ASTRO, AGENT ASTRO’S AGGREGATE LIABILITY WILL NOT EXCEED US$100.

These limitations apply to the maximum extent permitted by law. They do not limit liability that cannot lawfully be excluded or limited.

A separately negotiated agreement may establish different liability terms.

35. Your Indemnification Obligations

To the extent permitted by applicable law, you will defend, indemnify, and hold harmless Agent Astro and its affiliates, officers, directors, and employees from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from:

• (a) your unlawful use of the Services;
• (b) Customer Content that you were not authorized to provide or process;
• (c) your infringement or violation of a third party’s intellectual property, privacy, confidentiality, or other rights; or
• (d) your material violation of the Acceptable Use requirements in Section 19.

This indemnification obligation does not require you to indemnify Agent Astro merely because you relied on an incorrect or incomplete Output generated by the Services.

36. Export Controls and Sanctions

You must comply with applicable export-control, economic-sanctions, and trade laws in connection with your use of the Services.

You may not use or provide access to the Services where doing so would cause Agent Astro or you to violate applicable trade restrictions.

37. Force Majeure

Neither party will be liable for delay or failure to perform an obligation, other than payment obligations already due, to the extent caused by circumstances beyond that party’s reasonable control.

Such circumstances may include natural disasters, major telecommunications or cloud infrastructure failures, widespread Internet outages, governmental actions, labor disruptions, cyberattacks, and critical third-party service failures that could not reasonably have been prevented.

This section does not excuse failures resulting from ordinary operational problems that were reasonably within the affected party’s control.

38. Changes to These Terms

Agent Astro may update these Terms as the Services, business, or applicable law evolves.

When we make changes, we will update the “Last Updated” date.

If a change is material, Agent Astro will provide reasonable advance notice through the Services, email, or another reasonable method where practicable.

Changes generally apply prospectively. Continued use of the Services after revised Terms become effective constitutes acceptance where permitted by applicable law. Where affirmative consent is legally required, Agent Astro will request it.

Agent Astro may make a change effective on shorter notice where reasonably necessary to comply with law, respond to an urgent security or fraud risk, prevent material harm, or address another circumstance where advance notice is not reasonably practicable. In those circumstances, notice will be provided as reasonably practicable.

39. Electronic Communications

You agree that Agent Astro may provide operational, service, account, billing, security, and legal communications electronically, including by email or through the Services.

This consent does not constitute consent to receive marketing communications. Marketing communications will be handled separately in accordance with applicable law and your communication preferences.

40. Notices

Questions and formal notices relating to these Terms may be sent to:

AgentAstro.ai Inc.

Email: info@agentastro.ai

Agent Astro may provide notices to you using the email address associated with your account, through the Services, or through another reasonable method.

41. Assignment

You may not assign or transfer these Terms without Agent Astro’s prior written consent.

Agent Astro may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing transaction involving a transfer of control, or sale of all or substantially all of the business or assets associated with the Services.

42. Governing Law and Courts

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Subject to rights that cannot lawfully be waived, the courts located in Ontario, Canada will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services.

A separately negotiated agreement may establish different governing-law or dispute-resolution provisions.

43. General Provisions

Entire Agreement. These Terms, the Privacy Policy, applicable purchase terms, and any other policies or terms expressly incorporated into these Terms constitute the agreement governing your use of the Services unless you and Agent Astro have entered into a separate written agreement governing the same subject matter.

Order of Precedence. If you and Agent Astro enter into a separately signed enterprise agreement, master services agreement, pilot agreement, or other negotiated agreement, that agreement controls over these Terms to the extent of a conflict. An applicable Order Form or statement of work will have the priority assigned to it under the governing negotiated agreement.

Severability. If any provision of these Terms is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

No Waiver. A failure or delay by either party to enforce a provision of these Terms does not waive the right to enforce that provision later.

No Partnership or Agency. These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship between you and Agent Astro.

Headings. Section headings are for convenience only and do not affect interpretation.

Survival. Provisions that by their nature should survive termination will survive, including provisions concerning ownership, intellectual property, confidentiality, restrictions on misuse, payment obligations already incurred, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

44. Contact

Questions about these Terms or the Services may be directed to:

AgentAstro.ai Inc.

Email: info@agentastro.ai