Terms of Service

01

Acceptance of these Terms

Welcome to SalesAstra.

These Terms of Service ("Terms") govern your access to and use of the websites, applications, software, products, services, APIs, and other offerings provided by SalesAstra (collectively, the "Services").

By accessing, registering for, subscribing to, or using the Services, you agree to be legally bound by these Terms, our Privacy Policy, and any additional terms, policies, or agreements that apply to specific Services.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, references to "you" or "your" refer to both the individual using the Services and the entity on whose behalf the Services are used.

If you do not agree to these Terms, you must not access or use the Services.

These Terms constitute a legally binding agreement between you and SalesAstra governing your use of the Services.

02

Eligibility and Account Registration

You must be at least the age of majority in your jurisdiction and have the legal capacity to enter into binding agreements to use the Services.

If you are registering an account on behalf of an organization, you represent and warrant that you are authorized to create and administer the account for that organization.

When creating an account, you agree to:

• Provide accurate, complete, and current registration information.
• Keep your account information updated.
• Maintain the confidentiality of your login credentials.
• Be responsible for all activities that occur under your account.
• Notify SalesAstra promptly of any unauthorized access to or suspected compromise of your account.

SalesAstra reserves the right to refuse registration, suspend, or terminate accounts that violate these Terms, applicable laws, or our Acceptable Use Policy.

You may not create an account using false identities, impersonate another person or organization, or use automated methods to create accounts without our prior written authorization.

03

Customer Accounts and Responsibilities

Customers remain responsible for their use of the Services and for all activities conducted through their accounts.

As a customer, you are responsible for:

• Managing users and access permissions within your organization.
• Protecting account credentials and authentication mechanisms.
• Ensuring the accuracy and legality of information submitted to the Services.
• Obtaining all necessary rights, permissions, and consents required to use the Services and process information through them.
• Maintaining appropriate security practices within your organization.
• Complying with all applicable laws and regulations relating to your use of the Services.

You are solely responsible for the content, information, files, communications, and other materials that you or your authorized users submit, upload, transmit, or otherwise make available through the Services ("Customer Data").

SalesAstra does not monitor Customer Data as part of ordinary operations and does not assume responsibility for the accuracy, legality, ownership, or integrity of Customer Data.

You are responsible for ensuring that your authorized users comply with these Terms and any applicable organizational policies governing the use of the Services.

04

Subscription Plans, Billing and Renewals

Access to certain Services requires the purchase of a subscription.

Subscription plans, features, usage limits, and pricing are described on our website or in the applicable order form, quotation, or agreement between SalesAstra and the customer.

Unless otherwise agreed in writing:

Subscription Term

Subscriptions begin on the applicable start date and continue for the agreed subscription period.

Subscriptions may renew automatically unless cancelled before the renewal date, subject to the terms of the applicable subscription plan.

Fees

Customers agree to pay all applicable subscription fees, taxes, and other charges associated with their use of the Services.

All fees are payable in the currency specified during purchase or in the applicable commercial agreement.

Unless otherwise stated, subscription fees are non-refundable except where required by applicable law or expressly agreed by SalesAstra.

Billing

SalesAstra may use authorized third-party payment providers to process payments securely.

Customers authorize SalesAstra and its payment providers to charge the applicable payment method for recurring subscription fees, applicable taxes, and authorized charges.

Subscription Changes

Customers may upgrade, downgrade, or modify subscription plans where such options are made available.

Changes to subscription features, pricing, or billing cycles may become effective immediately or at the beginning of the next billing period, depending on the applicable subscription terms.

Taxes

Customers are responsible for all applicable taxes, duties, levies, or similar governmental charges associated with their purchase or use of the Services, excluding taxes based on SalesAstra’s net income.

Late Payments

If payment is not received when due, SalesAstra may, after providing reasonable notice where appropriate, suspend access to the affected Services until outstanding amounts are paid.

SalesAstra reserves the right to charge interest or applicable late payment fees where permitted by law or the applicable commercial agreement.

05

Acceptable Use

SalesAstra is designed to support legitimate business activities. You agree to use the Services responsibly, lawfully, and in accordance with these Terms and all applicable laws and regulations.

You must not use the Services to:

• Violate any applicable law, regulation, or third-party rights.
• Upload, transmit, or distribute unlawful, fraudulent, defamatory, obscene, abusive, or otherwise harmful content.
• Infringe or misappropriate the intellectual property or proprietary rights of others.
• Upload malicious code, viruses, malware, ransomware, or other harmful software.
• Attempt to gain unauthorized access to the Services, customer environments, systems, accounts, or networks.
• Interfere with or disrupt the integrity, availability, or performance of the Services.
• Circumvent or attempt to bypass security measures, authentication mechanisms, subscription limitations, or usage controls.
• Use automated tools or methods to access the Services in a manner that imposes an unreasonable burden on our infrastructure, except through documented APIs or where expressly authorized.
• Reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services except where expressly permitted by applicable law.
• Use the Services to transmit unsolicited communications, spam, phishing campaigns, or other deceptive practices.
• Use the Services for any activity that could damage the reputation, security, or operation of SalesAstra or its customers.

Customers are responsible for ensuring that their authorized users comply with these Terms.

SalesAstra reserves the right to investigate suspected violations and, where reasonably necessary, suspend or restrict access to affected accounts while investigating material breaches. Where practical, we will provide prior notice and an opportunity to remedy the issue before taking such action, unless immediate action is necessary to protect the Services, customers, or comply with legal obligations.

Additional usage requirements may be described in our Acceptable Use Policy, which forms part of these Terms.

06

Customer Data

As between SalesAstra and the customer, the customer retains all right, title, and interest in and to Customer Data.

Nothing in these Terms transfers ownership of Customer Data to SalesAstra.

The customer grants SalesAstra a limited, non-exclusive, worldwide right to host, store, process, transmit, reproduce, and otherwise use Customer Data solely as necessary to:

• Provide and maintain the Services.
• Deliver requested functionality.
• Provide customer support.
• Improve service performance and reliability.
• Maintain security.
• Comply with applicable legal obligations.
• Fulfill the customer’s documented instructions.

SalesAstra does not access Customer Data except as necessary to provide the Services, respond to customer requests, investigate security or operational issues, comply with legal obligations, or as otherwise permitted by these Terms.

Customers are solely responsible for:

• The accuracy, quality, and legality of Customer Data.
• Obtaining all necessary permissions, notices, and consents required for processing Customer Data.
• Ensuring that Customer Data does not violate applicable laws or the rights of third parties.

Customers may access, export, modify, or delete Customer Data using the functionality made available within the Services, subject to applicable subscription plans and technical limitations.

Following termination or expiration of the Services, Customer Data will be handled in accordance with our Privacy Policy, applicable agreements, and documented data retention practices.

07

Intellectual Property

The Services, including all software, technology, user interfaces, documentation, designs, trademarks, logos, graphics, text, databases, algorithms, artificial intelligence models, and other materials made available by SalesAstra, together with all associated intellectual property rights, are owned by or licensed to SalesAstra and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership rights or licenses are transferred to you.

Subject to your compliance with these Terms and payment of applicable fees, SalesAstra grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services solely for your internal business purposes.

You may not:

• Copy, reproduce, distribute, sell, lease, sublicense, or commercially exploit the Services except as expressly permitted by these Terms.
• Modify or create derivative works of the Services.
• Remove or alter copyright, trademark, or proprietary notices.
• Use SalesAstra’s trademarks, branding, or logos without prior written permission.
• Access or use the Services to develop or support a competing product or service.

SalesAstra welcomes customer feedback, suggestions, ideas, and recommendations regarding the Services. Unless otherwise agreed in writing, any feedback voluntarily provided may be used by SalesAstra without restriction or obligation, and no compensation will be payable for such feedback.

08

Artificial Intelligence Services

Certain Services may include artificial intelligence ("AI") or machine learning capabilities designed to assist users in performing business activities more efficiently.

AI-generated outputs are provided to assist users and should be reviewed before being relied upon for business, legal, financial, regulatory, medical, or other important decisions.

While SalesAstra continually improves its AI capabilities, AI-generated responses may not always be accurate, complete, current, or appropriate for every situation.

Customers remain responsible for:

• Reviewing AI-generated outputs before use.
• Exercising appropriate human judgment.
• Determining whether AI-generated content is suitable for their intended purpose.
• Complying with applicable laws governing their use of AI-generated content.

SalesAstra may use third-party AI service providers to deliver certain AI functionality. Where such providers are used, information will be processed only as necessary to provide the requested Services and subject to appropriate contractual, security, and privacy safeguards.

Except where explicitly agreed in writing, SalesAstra does not claim ownership of AI-generated outputs created using Customer Data. Ownership and permitted use of such outputs remain subject to applicable law, these Terms, and any applicable customer agreement.

SalesAstra reserves the right to introduce, modify, enhance, suspend, or discontinue AI features as technology, legal requirements, or operational considerations evolve.

09

Third-Party Services and Integrations

The Services may interoperate with or provide access to third-party applications, products, platforms, APIs, websites, or services ("Third-Party Services").

Customers may choose to enable, install, or use Third-Party Services at their own discretion.

SalesAstra does not own or control Third-Party Services and is not responsible for their availability, functionality, security, privacy practices, or terms of use.

When a customer authorizes an integration with a Third-Party Service, SalesAstra may exchange information with that service solely as necessary to facilitate the requested integration and in accordance with the permissions granted by the customer.

Customers are responsible for:

• Reviewing the terms and privacy practices of Third-Party Services.
• Obtaining any necessary rights, permissions, or consents relating to their use.
• Ensuring that their use of Third-Party Services complies with applicable laws and contractual obligations.

SalesAstra is not responsible for any loss, damage, or liability arising from the customer’s use of Third-Party Services, except to the extent caused by SalesAstra’s own breach of these Terms or applicable law.

10

Confidentiality

Each party acknowledges that, during the course of the relationship, it may receive confidential or proprietary information belonging to the other party ("Confidential Information").

Confidential Information includes information disclosed in written, electronic, visual, oral, or other form that is designated as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was lawfully known by the receiving party before disclosure.
• Is independently developed without reference to the disclosing party’s Confidential Information.
• Is lawfully obtained from a third party without breach of any confidentiality obligation.

Each party agrees to:

• Use Confidential Information only for purposes of performing under these Terms.
• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable standard of care.
• Limit access to personnel, contractors, and advisors who have a legitimate business need to know and who are subject to appropriate confidentiality obligations.
• Not disclose Confidential Information to any third party except as permitted by these Terms or required by law.

If disclosure is required by law or legal process, the receiving party will, where legally permitted, provide reasonable notice to the disclosing party before making such disclosure.

The confidentiality obligations under this section survive termination of these Terms for a period of five (5) years, except for trade secrets and information protected by applicable law, which shall remain protected for as long as required under applicable law.

11

Availability, Maintenance and Changes

SalesAstra continually improves and enhances its Services.

Accordingly, we may introduce new features, modify existing functionality, perform maintenance, or discontinue certain features or Services from time to time.

Where reasonably practicable, we will provide advance notice of material changes that may significantly affect customers’ use of the Services.

SalesAstra strives to maintain high service availability but does not guarantee uninterrupted or error-free operation.

The Services may occasionally be unavailable due to:

• Scheduled maintenance
• Emergency maintenance
• Security events
• Network interruptions
• Infrastructure failures
• Third-party service disruptions
• Force majeure events
• Other circumstances beyond our reasonable control

Where available, service availability commitments for eligible subscription plans may be governed by a separate Service Level Agreement (SLA).

SalesAstra reserves the right to modify, replace, or discontinue features or components of the Services, provided that such changes do not materially reduce the overall functionality of the subscribed Services during the applicable subscription term, except where required for security, legal compliance, or operational reasons.

12

Suspension and Termination

These Terms remain in effect until terminated in accordance with this section.

Suspension

SalesAstra may suspend access to all or part of the Services where reasonably necessary to:

• Protect the security or integrity of the Services.
• Prevent fraud or unlawful activity.
• Respond to security incidents.
• Comply with applicable laws or regulatory requirements.
• Address material breaches of these Terms.
• Respond to non-payment following reasonable notice and an opportunity to cure, where appropriate.

Unless immediate action is required to protect the Services, customers, or comply with legal obligations, SalesAstra will make reasonable efforts to provide advance notice and an opportunity to remedy the issue before suspension.

Termination by Customer

Customers may terminate their subscription in accordance with the applicable subscription plan, order form, or commercial agreement.

Termination does not relieve the customer of any obligation to pay fees that accrued before the effective date of termination.

Termination by SalesAstra

SalesAstra may terminate these Terms or the applicable subscription if:

• The customer materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice, where the breach is capable of being cured.
• Continued provision of the Services would violate applicable law.
• The customer becomes subject to sanctions, insolvency proceedings, or other circumstances that materially impair the ability to perform under these Terms.
• The Services are discontinued generally for all customers.

Effect of Termination

Upon termination:

• The customer’s right to access and use the Services will cease.
• Each party will remain responsible for obligations accrued prior to termination.
• Customer Data will be retained, exported, or deleted in accordance with the applicable agreement and the SalesAstra Privacy Policy.
• Any provisions that by their nature are intended to survive termination, including those relating to intellectual property, confidentiality, payment obligations, limitation of liability, indemnification, dispute resolution, and governing law, shall continue in effect.

13

Warranties and Disclaimers

SalesAstra warrants that it will provide the Services in a professional and commercially reasonable manner consistent with generally accepted industry practices.

Except as expressly stated in these Terms, the Services are provided on an "as is" and "as available" basis.

To the fullest extent permitted by applicable law, SalesAstra disclaims all other warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, or uninterrupted availability.

SalesAstra does not warrant that:

• The Services will operate without interruption or error.
• Every defect or error can or will be corrected.
• The Services will meet every customer’s individual requirements.
• AI-generated content or recommendations will always be accurate, complete, or suitable for a particular purpose.
• Third-party services or integrations will remain continuously available or compatible.

Nothing in these Terms excludes or limits any warranty that cannot be excluded under applicable law.

14

Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, business interruption, or loss of data, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

Except for the exclusions described below, each party’s aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid or payable by the customer to SalesAstra for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability.

The foregoing limitation shall not apply to liability arising from:

• A party’s fraud or fraudulent misrepresentation.
• Willful misconduct or gross negligence.
• Death or personal injury caused by negligence where such limitation is prohibited by law.
• Breach of confidentiality obligations.
• Infringement or misappropriation of the other party’s intellectual property rights.
• Payment obligations owed by the customer.
• Any liability that cannot be limited or excluded under applicable law.

Each party acknowledges that the limitations of liability set forth in these Terms are an essential basis of the bargain between the parties and that the fees charged for the Services reflect the allocation of risk described herein.

15

Indemnification

Customer Indemnity

The customer agrees to defend, indemnify, and hold harmless SalesAstra, its affiliates, officers, directors, employees, agents, and licensors from and against any third-party claims, damages, liabilities, costs, and reasonable legal fees arising out of or relating to:

• Customer Data.
• The customer’s use of the Services in violation of these Terms.
• The customer’s violation of applicable laws or regulations.
• The customer’s infringement or alleged infringement of the rights of any third party.
• Any acts or omissions of the customer’s authorized users.

SalesAstra Indemnity

Subject to the limitations set forth in these Terms, SalesAstra will defend the customer against any third-party claim alleging that the Services, when used in accordance with these Terms, directly infringe a valid intellectual property right of that third party.

SalesAstra’s obligations under this section are conditioned upon the customer:

• Promptly notifying SalesAstra of the claim.
• Providing reasonable cooperation.
• Allowing SalesAstra sole control over the defense and settlement of the claim.

SalesAstra shall have no obligation to the extent a claim arises from:

• Customer Data.
• Modifications not made by SalesAstra.
• Combination of the Services with products or services not provided or approved by SalesAstra.
• Use of the Services contrary to these Terms or documentation.

If the Services become, or in SalesAstra’s reasonable opinion are likely to become, subject to such a claim, SalesAstra may, at its option:

• Procure the right for the customer to continue using the affected Services.
• Modify or replace the affected Services so they become non-infringing while maintaining substantially equivalent functionality.
• Terminate the affected Services and provide a prorated refund of prepaid fees for the unused portion of the affected subscription.

This section states the customer’s exclusive remedy and SalesAstra’s sole liability with respect to intellectual property infringement claims.

16

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws specified in the applicable Order Form, Subscription Agreement, Master Services Agreement (MSA), or other written agreement executed between the parties.

If no separate written agreement specifies the governing law, these Terms shall be governed by the laws of the jurisdiction in which the contracting SalesAstra entity is incorporated, without regard to its conflict of law principles.

The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiations.

If a dispute cannot be resolved through negotiation within a reasonable period, either party may pursue any remedies available under applicable law before the courts having competent jurisdiction or through any dispute resolution mechanism agreed between the parties.

Nothing in these Terms prevents either party from seeking interim, injunctive, or equitable relief where necessary to protect its confidential information, intellectual property, or other legal rights.

For enterprise customers operating under separately negotiated agreements, the dispute resolution provisions contained in those agreements shall prevail to the extent of any inconsistency with these Terms.

17

Changes to these Terms

SalesAstra may update these Terms from time to time to reflect changes in our Services, business operations, legal or regulatory requirements, security practices, or industry standards.

When we make material changes that affect your rights or obligations, we will provide reasonable notice through one or more of the following methods, as appropriate:

• A notice within the Services.
• Email notification to the account administrator or registered contact.
• Publication on our website.
• Other reasonable means of communication.

Unless otherwise stated, updated Terms become effective on the date specified at the beginning of the revised Terms.

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the revised Terms.

If you do not agree to the revised Terms, you must discontinue your use of the Services and, where applicable, terminate your subscription in accordance with these Terms or your applicable commercial agreement.

Where a customer has entered into a separately negotiated agreement with SalesAstra, including a Master Services Agreement (MSA), Enterprise Agreement, or other written contract, the terms of that agreement shall prevail over these public Terms to the extent of any inconsistency.

18

Contact Information

If you have any questions regarding these Terms, your subscription, or your use of the Services, please contact us using the details below.

For enterprise customers operating under a separate commercial agreement, your designated SalesAstra account representative or customer success contact may also assist with contractual, legal, or operational matters.