Online Brand Protection Services

1. Definitions

"Agreement" means an Order Form issued by the Service Provider and accepted by the Customer regarding the Services, including any appendices thereto, in which these General Terms are incorporated by reference.

"Affiliated Company" means a legal entity that a Party owns, that owns a Party or that is under common ownership with a Party where "ownership" means holding more than fifty (50) per cent of shares or having the right to appoint management of the legal entity.

"Channel" means any digital environment, platform, service, or medium monitored, analysed, or enforced through the Services, including without limitation website content, domain names, marketplaces, social media, video platforms, paid ads, app stores, and any successor or functionally equivalent channels.

"Customer" means the client entity defined in the Agreement that has acquired the right to use the Services according to the Agreement.

"Order Form" means a separate order document executed by the Parties specifying the scope of Services, Channels to be monitored, Subscription Fees, and other commercial terms, which incorporates these General Terms by reference.

"Services" means online brand protection service provided by the Service Provider for the monitoring, analysis, detection, and enforcement against potential online infringements of intellectual property rights and other brand-related rights, across one or more Channels as selected in the applicable Order Form.

"Subscription Period" means the term for which the Customer has paid the Subscription Fees and therefore has the right to use the Services.

"User" means an individual private user with an individual account for using the Services.

2. General

The Service Provider will provide the Services and any Professional Services under the terms of the Agreement. The Customer's general conditions of purchasing or other terms and conditions referred to in any Customer purchase orders are expressly excluded.

3. Services

3.1 Delivery

The Service Provider shall make the Services available to the Customer upon commencement of the Subscription Period and may subcontract obligations while remaining liable for subcontractor performance.

3.2 Availability

The Service Provider shall make reasonable efforts to maintain 24/7/365 availability and shall mitigate any defects without undue delay. Planned maintenance will be notified in advance where possible.

3.3 Information Security

Appropriate technical and organisational measures are in place including: access controls; encryption in transit and at rest; security assessments; incident response; and employee training. No measures guarantee absolute protection.

3.4 Changes to the Services

Material changes will be notified at least 30 days in advance, giving the Customer the right to terminate. Urgent security or regulatory changes may be made immediately.

3.5 Professional Services

Additional work, analysis, or consulting is separately agreed and performed with due care.

3.6 Free Trial

Trial access runs until the trial period ends or converts to commercial. DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES.

4. Intellectual Property Rights

All ownership and intellectual property rights to the Services, including related tools, methodologies, new versions, updates, and results of Professional Services, belong to the Service Provider or its licensors.

The Customer retains all rights to its intellectual property and brand-related rights. Nothing in this Agreement grants the Service Provider any rights in the Customer's IP or brands, except as necessary to perform the Services.

5. Customer's Rights and Obligations

5.1 Usage Right

A limited, non-exclusive, non-transferable right to use the Services for internal business operations during the Subscription Period is granted to the Customer and its Affiliated Companies.

5.2 Restrictions

The Customer may not: (i) copy, sublicense, or distribute the Services; (ii) reverse engineer or decompile; (iii) build competing products; (iv) use unlawfully; or (v) bypass usage restrictions. Personal data must not be transferred into the Services unless separately agreed.

5.3 Enforcement Responsibility

The Customer is solely responsible for determining whether identified content constitutes an infringement and bears all liability for enforcement actions taken.

5.4 User Accounts

Individual accounts must be set up per user. The Customer is responsible for account security and must notify Astra if credentials are compromised or a user departs.

6. Customer Data

All intellectual property rights in data stored, uploaded, or created by the Customer remain the Customer's sole property. The Customer is solely responsible for the content and legality of Customer Data.

Customer Data will be provided upon request at termination. The Service Provider may destroy all Customer Data 30 days after the Agreement ends. Aggregated, anonymised data may be used to improve the Services, provided it cannot identify the Customer or specific cases.

7. Pricing and Payment Terms

Prices and payment terms are defined in the Agreement. All prices are exclusive of taxes and duties; applicable VAT is added to invoices.

The Service Provider may temporarily suspend the Services if the Customer fails to pay the Subscription Fee within seven (7) days after an invoice reminder. The Customer agrees to reimburse reasonable costs incurred in collecting late payments.

8. Warranties and Disclaimer

The Service Provider warrants that the Services will be performed substantially in accordance with the applicable service descriptions.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, ACCURACY OF RESULTS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

10. Subscription Term, Renewal and Termination

Unless otherwise agreed, the Subscription Period is twelve (12) months, renewing automatically unless either Party gives written non-renewal notice at least one (1) month before expiry.

Either Party may terminate with immediate effect if: (i) the other Party materially breaches the Agreement and fails to cure within thirty (30) days of written notice; or (ii) the other Party is declared bankrupt or ceases payments.

Upon termination, all rights and obligations cease except those accrued prior to the effective date and remedies for breach.

11. Confidentiality

Each Party shall keep in confidence all material and information received from the other Party that is marked as confidential or should be understood as such, and may use it only for the purposes of the Agreement.

Exceptions apply to: publicly available information; information received without confidentiality obligations; information already possessed; independently developed information; or information disclosed by legal order.

Confidential material must be returned or destroyed upon termination or when no longer needed, except for legally required copies. Confidentiality obligations survive termination.