Astropreneur Programs Terms and Conditions

of Astrocast S.A., Chemin des Ramiers 20, 1022 Chavannes-près-Renens, Switzerland, registered CHE 415.432.149 in the commercial register of the canton of Vaud (“Astrocast”) for the purchase and use of the Astropreneur Program (“AP”). The Terms are effective as of 1 April 2023 (“Effective Date”) and apply to all purchases of AP from Astrocast, unless Astrocast and Developer expressly agree otherwise. AP may be purchased and used by businesses for business purposes Orders may only be made by persons with full legal capacity. The Terms do not apply to Developers who have entered into a written agreement regarding the AP with Astrocast prior to the effective date of the Terms.

Definitions

“AP” are composed of limited MMS usage (in time and up to 30kB/month/device) and might include technical support consisting of a provision of the documentation (https://docs.astrocast.com), Ad hoc support via electronic communications within 48 hours after the Developer’s request, of one session of Onboarding call by contacting Astrocast (https://www.astrocast.com/contact/) during the program validity period, and a technical phone support limited to one 30 minutes call per month during the program validity period. The programs’ exact content and prices are detailed on the https://www.astrocast.com/astropreneur-programs/.

“Application” is the wider solution developed, enhanced or used by Developer that integrates the Modules and Antennas in order to enable IoT-devices to communicate with the Astrocast Network.

“Astrocast Network” the telecommunication network operated by Astrocast which comprises, amongst others, a satellite constellation, a terrestrial infrastructure including gateways that enable data traffic to and from the satellites, data management platforms with customer access through API and portal as well as modules of communication capable of providing Satellite IoT services.

“Developer” the natural person or entity that purchases the AP from Astrocast for the purpose of developing own products and/or services.

“Markets” the geographic market in which Astrocast has market access and Customer (and/or its agents or distributors) intends to use/resell Astrocast Products and the Astrocast MSS (https://docs.astrocast.com/docs/market-access)
“MSS” a telecommunication service deployed by Astrocast via the Astrocast Network consisting of delivering of small packages of data for IoT-purposes.

“Device” a device commercialized by Customer with an integrated Astrocast Product.

“Modules” devices or modules sold directly by Astrocast or by Astrocast resellers.

“Terms”: these terms and conditions

“Test Users” natural persons or entities that use an Application for test purposes.

“Data Message” a message sent from an Astrocast Product and received by the Astrocast Network and that is subsequently made available to the Customer on the Portal or through the API for 30 days.

Order Process, Payment, Delay

The Order of the AP is made via Astrocast.com program page (https://www.astrocast.com/astropreneur-programs/). The Developer chooses one of the AP and proceed with payment. During the check-out process, the Developer completes the required fields, reads and accepts the Terms and Conditions and the Privat Policy when proceeding with the payment.

On successful payment, Astrocast creates an account within the following days, and the Developer will be invited to proceed with the registration of preliminary purchased Modules.

Use of the AP

Developer may use the Modules and AP only in accordance with Astrocast manuals, guidelines, and instructions for the development of its own Applications. Developer may connect the Application(s) to the Astrocast MSS and allow Test Users to use these applications for test trials. The developer is responsible and liable without limitation for the use of the Modules and the MSS by Test Users.

Connectivity

In order to use the Modules with the MSS, Developer may access the Astrocast data management system via an API or an internet portal which enable the indirect communication between Developer and its Applications, and the Modules are activated. The terms of use of the internet portal are available upon registration at the portal. The terms of use of the API are available upon download of the API. The respective terms of use must be accepted by Developer in order to use the MSS. Developer shall be exclusively responsible to procure and maintain a working and functioning internet connection to allow access to the Astrocast data management system via the API or the internet portal. Malfunction of this access is the exclusive responsibility of developer.

Developer Obligations

Astrocast reserves the right to immediately suspend the use of the Modules and AP by Developer, if Developer fails to comply with its legal or regulatory obligations. Astrocast is entitled to request from developer copies of required licenses and certifications at any time during the term of this Agreement, b) shall refrain from any act or omission that may put at risk or corrupt the Astrocast Network or the MSS, c) refrain from making any unauthorized interventions in the Astrocast Network or in other networks which may have an effect on the Astrocast Network or MSS, d) refrain from using any equipment or applications which could lead to impairments of the physical or logical structure of the networks used, e) refrain from using the MSS in a way that may infringe the rights of third parties; f) refrain from distributing illegal content with the help of the MSS; g) not use the Modules or the MSS for military or paramilitary purposes, h) inform itself and its Test Users about evolving principles of data and network security as well as the dangers of misuse and loss of data and to comply with them, h) keep access data to the Astrocast Network secret and make regular data backups and password changes. Developer shall regularly check the configuration of their connection to the Astrocast Network and security settings accessible to them and examine the systems used by them, i) inform Astrocast without delay of any anomalies discovered or suspected, j) inform Astrocast without delay, if Developer discovers that access data may have become known to unauthorized third parties. If third parties make unauthorized use of the services, the Developer shall be liable to Astrocast for any damages without limitation, k) not connect or allow any End User or other third party to connect to the Astrocast Network any device other than an Application with Modules, l) not by any means modify, i) reverse engineer, ii) decompile or ii) disassemble the Modules without Astrocast prior and express written consent, except for documented configurations/changes as provided for in Astrocast documentation made available to Developer, m) monitor the activities of the Applications for any activities involving fraud, artificially inflated traffic volumes and any breaches of security connected with the use of the Astrocast Network including the unauthorized use of any gateway or network access device and notify Astrocast immediately of such activities.

Protection against Malware

Developer must keep all its equipment that is directly or indirectly in a physical or logical connection with Astrocast network or equipment completely virus and malware free by using state of the art technology. Developer shall disconnect any equipment that it suspects to contain a virus from the network without delay and inform Astrocast of the nature and the type of virus or malware. Developer shall be fully liable for any damage that may be caused by such a virus or malware to the Astrocast Network or the MSS, independent of fault.

Prices

Unless specified otherwise by Astrocast, all prices set forth by Astrocast are net and exclusive of any tax, levies etc. Developer bears all applicable taxes and fees, including without limitation, a value added, or similar taxes, custom duties, import and similar charges which are payable with respect to the import and the use of the Modules (“Taxes”).

Limited Use of MSS and Suspension of the MSS

Developer may use the Modules to connect its Application to the MSS. The use of the MSS is included in the AP for a limited period of time after one of the Modules is activated for the first time in the Astrocast Network. Developer may activate Modules either manually in the portal or using the API or automatically. Automatic activation occurs when a data message is received, or a data command is sent on the Astrocast network. After the limited period of time defined in the AP, the use of the MSS ends automatically. The Developer needs to contact Astrocast (https://www.astrocast.com/contact/) or the Customer Support (support@astrocast.com).

Astrocast may suspend the connection of Developer´s Modules to the MSS, if the integrity or the security of the operation of the MSS, the maintenance of the network, the interoperability of the services or data protection obligations require this. Astrocast may suspend or terminate the MSS for the Developer, if Developer (a) uses devices or other equipment which is defective or illegal or non-compliant within the meaning these Terms, (b) causes technical problems on the Astrocast Network or (c) is suspected of fraudulent or unauthorized use or authentication is not possible. Prior to a service suspension, Astrocast will inform Developer, unless it is not expedient to do so in which case it will inform the Developer immediately thereafter.

Confidential Information and Personal Data

In case a Party needs to disclose personal data to the other Party, the receiving Party will protect such personal data against unauthorized access, use, alteration, destruction, loss or disclosure according to the applicable data privacy laws. If Astrocast requires access to Developer’s personal data in connection with the Modules or the MSS, which goes beyond pure business contact data, the Parties will enter into a data processing agreement. The Parties shall comply with their respective obligations under the applicable laws relating to data privacy and information security.

Intellectual Property

All intellectual property incorporated in the Modules or the MSS, including any enhancements, developments, customizations, or derivatives thereto, are and shall remain the sole and exclusive property of Astrocast (and/or its licensors as applicable). Astrocast grants to Developer a limited and non-exclusive license, which is confined to the Markets list which is available by contacting support@astrocast.com, to use the proprietary software embedded in the Modules for the purpose of developing its Applications and testing and using its Application with the MSS pursuant to these Terms. Astrocast may at its discretion refresh and update the software from time to time. Developer may under no circumstances sublicense these rights to any third party. Developer´s right to use the software will automatically terminate : a) once the limited free use of the MSS ends, b) once Developer ceases to own, possess or operate the Modules; b) Developer materially violates these Terms.

Term and Termination

The contractual relationship between Developer and Astrocast begins upon acceptance of the purchase of an AP (clause 2. above) and is not subject to ordinary termination. Developer´s right to use the MSS under these terms ends. Either Party may terminate this Agreement for cause, if the other Party commits a material breach of these Terms and such breach or default, if capable of cure, is not cured within fourteen (14) days after written notice thereof from the non-breaching Party specifying the grounds for such default.

Limitation of Liability and Indemnification

To the extent permitted by the applicable Swiss law, Astrocast shall only be liable to Developer for gross negligence or willful misconduct. Astrocast shall not be liable under any circumstances for (a) loss of income, profits, data, operational efficiency, use or information or any other indirect, special, incidental or consequential damages arising out of or related to this agreement, even if advised of the possibility of such damages; (b) loss or claim arising out of or in connection with Developer´s implementation of any conclusions or recommendations by Astrocast; (c) interruption or unavailability of a service; (d) any lost, damaged or corrupted data or software.

Developer shall defend, hold harmless and indemnify, to the fullest extent possible, Astrocast, its employees, officers, directors, agents, and Affiliates (“Indemnitees”) from and against all liability, losses, damages, judgments, fines, amounts paid in settlement, expenses, and costs of defense, including without limitation reasonable attorneys’ fees and witness fees resulting from any past, present, or future claim, demand, suit, action or proceeding which results from Developers use of the Modules or the AP.

Assignment of Rights

Developer may not assign or transfer, in whole or in part, or delegate all or any part of its rights and obligations. Astrocast may by electronic notice to Developer and without Developer´s prior written consent assigns its rights and obligations hereunder, whether by sale of assets, merger or any other form of transfer, provided the assignee or transferee agrees in writing to assume all obligations of Astrocast hereunder.

Notices

Notices and other communications shall be in writing and given by e-mail or by registered mail. The risk of loss is borne by the sender.

Severability and Waiver

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect. A waiver by either Party of a default or breach of a particular provision or the failure of a Party to insist upon strict adherence to any provision on one or more occasions will not be construed as a waiver.

Governing Law and Place of Jurisdiction

The contractual relationship between Astrocast and Developer shall be governed by the laws of Switzerland, without regard to its conflicts or choice of law principles. The place of jurisdiction shall be Lausanne, Switzerland. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

Force Majeure

Neither party shall be in default if its performance or obligation (except for payment obligations) hereunder is delayed or becomes impractical by reason of any act of God, war, fire, accident, or any other similar cause beyond such Party’s control. In any case, the Party affected by the force majeure event must do everything in its power to avoid, eliminate or reduce the causes of delay and renew the performance of its obligations as soon as the force majeure event has ended.

Compliance with Laws and Export Control Regulations

Developer shall comply with all export control and economic sanctions laws (collectively, “Trade Control Laws”) applicable to its use of the Modules and AP. Developer shall not transfer the Modules and AP (i) to any country subject to comprehensive economic sanctions according to the list of the Swiss State Secretariat for Economic Affairs (SECO) or any other official body mentioned therein; or (ii) to any party in violation of applicable Trade Control Laws; or (iii) that requires government authorization to use or transfer.