Cloud Service Agreement
This Cloud Service Agreement (the "Agreement") consists of (1) this Cover Page and the Key Terms set out below; and (2) the Common Paper Cloud Service Agreement Standard Terms Version 2.1, reproduced in Part 3 of this document. Capitalized terms not defined in this Cover Page have the meanings given in the Standard Terms or the Definitions section.
Part 1 — Key Terms
1.1 Parties
| Provider | Astra LLC |
| Customer | [Customer legal name — to be completed at signing] |
| Customer Notice Address | [Customer email address on file with Astra account] |
1.2 Cloud Service
| Cloud Service | The Astra platform, consisting of: (a) the AI Agent Stack (Legal Agent, Technical Agent, Web Agent, Research Agent, Marketing Agent, and Ops Agent); (b) the Founder Dashboard, including the Approval Queue, Company Timeline, and Agent Chat Interface; (c) the Company Memory vector database; and (d) all associated features, APIs, and interfaces made available by Provider during the Subscription Period. |
| Beta Products | The following features are designated Beta Products and are provided AS IS without warranty: (a) Computer Use capabilities for autonomous entity formation via state filing portals and IRS.gov. Provider may modify or remove Beta Products at any time with or without notice. |
1.3 Subscription & Fees
| Subscription Period | One (1) calendar month, beginning on the Order Date, automatically renewing for successive one-month periods unless either party provides notice of non-renewal before the Non-Renewal Notice Date. |
| Non-Renewal Notice Date | The date that is thirty (30) days before the end of the then-current Subscription Period. |
| Fees | Per Customer's selected plan at time of subscription. Current pricing is available on our pricing page. Fees are exclusive of taxes. Unused credits roll over while the account is active. |
| Payment Process | Automatic payment. Provider will automatically charge the payment method on file via Stripe, Inc. at the start of each Subscription Period. Customer authorizes all such charges. |
| Currency | U.S. Dollars (USD) |
1.4 Technical Support
| Technical Support | Provider will provide technical support via the contact form on our waitlist page during the Subscription Period. Support covers platform access issues, agent errors, and billing inquiries. Support does not include legal advice, tax advice, or review of agent-generated documents. |
1.5 Liability
| General Cap Amount | The greater of: (a) the total Fees paid by Customer in the twelve (12) months immediately preceding the applicable claim; or (b) five hundred U.S. dollars ($500). |
| Increased Cap Amount | Two times (2×) the total Fees paid by Customer in the twelve (12) months immediately preceding the applicable claim. Applies to claims arising from breach of Confidentiality, Privacy & Security, or Customer indemnification obligations. |
| Unlimited Claims | Claims arising from: (i) gross negligence or willful misconduct; (ii) death or personal injury caused by negligence; or (iii) fraud or fraudulent misrepresentation. |
1.6 Indemnification
| Provider Covered Claims | Third-party claims alleging that the Cloud Service, as provided by Provider and used by Customer in accordance with this Agreement, infringes any copyright, trademark, or trade secret of a third party. |
| Customer Covered Claims | Third-party claims arising from: (a) Customer Content; (b) Customer's breach of the Restrictions on Customer; (c) Customer's use of the Cloud Service in violation of this Agreement; or (d) outbound communications (email, advertising, social media) sent by the Marketing Agent on Customer's behalf. |
1.7 Governing Law & Dispute Resolution
| Governing Law | State of Delaware, United States, without regard to conflict of law provisions. |
| Chosen Courts | State and federal courts located in Wilmington, Delaware. Each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts. |
1.8 Data & Privacy
| Prohibited Data | HIPAA-regulated health information; credit, debit, bank account, or other financial account numbers; social security numbers, driver's license numbers, or other unique government ID numbers; GDPR special categories of data; and other sensitive categories under Applicable Data Protection Laws. Customer shall not submit Prohibited Data to the Cloud Service. |
| Data Processing Agreement | Customer must execute a Data Processing Agreement (DPA) with Provider before submitting any Personal Data governed by GDPR. Contact us via the contact form on our waitlist page to request a DPA. |
| Machine Learning | Usage Data and Customer Content may be used to develop, train, or enhance AI or machine learning models as described in Section 1.6 of the Standard Terms, subject to aggregation and de-identification requirements. Identifiable Customer Content will not be used for model training without Customer's separate express written consent. |
1.9 Other Terms
| Logo Rights | Provider may identify Customer by name as a user of the Cloud Service in marketing materials, with Customer's prior written consent. Customer may withhold or revoke such consent at any time by written notice to Provider. |
| High Risk Activities | The Cloud Service is not designed for High Risk Activities. Customer agrees not to use the Cloud Service for any High Risk Activity. |
Part 2 — Signatures
By signing below, each party agrees to be bound by this Agreement, including the Standard Terms incorporated herein.
Provider — Astra LLC
Customer
Part 3 — Standard Terms
The following Standard Terms are incorporated by reference from the Common Paper Cloud Service Agreement Standard Terms Version 2.1.
1. Service
1.1 Access and Use
During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes.
1.2 Support
During the Subscription Period, Provider will provide Technical Support as described in the Order Form.
1.3 User Accounts
Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
1.4 Feedback and Usage Data
Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. Provider may collect and analyze Usage Data, and may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
1.5 Customer Content
Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
1.6 Machine Learning
Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts to de-identify Usage Data and Customer Content before such use. Identifiable Customer Content will not be used for model training without Customer's separate express written consent.
2. Restrictions & Obligations
2.1 Restrictions on Customer
Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product; (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, or circumvent access restrictions of the Product; (vi) use the Product to develop a competing service or product; (vii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; or (viii) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
2.2 Suspension
If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1; or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice.
3. Privacy & Security
3.1 Personal Data
Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA.
3.2 Prohibited Data
Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.
4. Payment & Taxes
4.1 Fees
Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
4.2 Automatic Payment
Provider will automatically charge the payment method on file for Fees according to the Payment Process. Customer authorizes all such charges. Provider will make a copy of Customer's bills or transaction history available to Customer.
4.3 Taxes
Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. Customer is not responsible for Provider's income taxes.
4.4 Payment Dispute
If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days.
5. Term & Termination
5.1 Order Form and Agreement
For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal before the Non-Renewal Notice Date.
5.2 Termination
Either party may terminate the Agreement immediately: if the other party fails to cure a material breach following 30 days notice; upon notice if the other party (i) materially breaches the Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
5.3 Effect of Termination
Upon any expiration or termination: Customer will no longer have any right to use the Product. Upon Customer's request, Provider will delete Customer Content within 60 days. Provider will submit a final bill for all outstanding Fees accrued before termination.
6. Representations & Warranties
6.1 Mutual
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
6.2 From Provider
Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
7. Disclaimer of Warranties
8. Limitation of Liability
9. Indemnification
9.1 Protection by Provider
Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from the Provider Covered Claims.
9.2 Protection by Customer
Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from the Customer Covered Claims.
9.3 Procedure
The Indemnifying Party's obligations are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim; (b) providing reasonable assistance at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.
10. Confidentiality
10.1 Non-Use and Non-Disclosure
Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions
Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure; (b) is or becomes publicly known through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.
10.3 Permitted Disclosures
Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know, but only if bound by confidentiality obligations at least as protective as those in this Section 10.
11. Reservation of Rights
Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to the Customer Content.
12. General Terms
12.1 Entire Agreement
This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements about its subject.
12.2 Modifications, Severability, and Waiver
Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable, the remaining terms will remain in full force and effect.
12.3 Governing Law and Chosen Courts
The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.
12.4 Assignment
Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets.
12.5 Beta Products
If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and the warranty in Section 6.2 does not apply. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.
12.6 Independent Contractors
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
12.7 Export Controls
Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority.
12.8 Force Majeure
Neither party will be liable for a delay or failure to perform its obligations if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.
13. Definitions
"Agreement" means the Order Form between Provider and Customer as governed by these Standard Terms.
"Beta Product" means an early or prerelease feature or version of the Product identified as beta or similar.
"Cloud Service" means the product described in the Order Form.
"Confidential Information" means information in any form disclosed by or on behalf of a Discloser that (a) the Discloser identifies as "confidential" or "proprietary"; or (b) should be reasonably understood as confidential due to its nature and the circumstances of its disclosure.
"Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product, excluding Feedback.
"Feedback" means suggestions, feedback, or comments about the Product or related offerings.
"Fees" means the applicable amounts described in an Order Form.
"Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event.
"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation.
"High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage.
"Personal Data" will have the meaning set forth in the Applicable Data Protection Laws.
"Prohibited Data" means (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information.
"Usage Data" means data and information about the provision, use, and performance of the Product based on Customer's or User's use of the Product.
"User" means any individual who uses the Product on Customer's behalf or through Customer's account.
This document incorporates the Common Paper Cloud Service Agreement Standard Terms Version 2.1. Common Paper is not a law firm and does not provide legal advice. Astra LLC has customized the variable terms above for its specific business. Review with qualified legal counsel before execution.