@astermind/astermind-premium

# END USER LICENSE AGREEMENT (EULA) ## Astermind Premium **Last Updated: November 20, 2025** This End User License Agreement ("Agreement") is a legal agreement between you ("Licensee", "you", or "your") and **AsterMind AI Corporation** ("Licensor", "we", "us", or "our") for the Astermind Premium software product, including all associated documentation, updates, and related materials (collectively, the "Software"). Your use of the Software is also governed by our **Terms of Service, Acceptable Use Policy, Privacy Policy, and Data Processing Agreement (DPA)** (collectively, the "Related Terms"). In the event of a conflict, the order of precedence is: (1) Terms of Service, (2) this EULA, (3) Acceptable Use Policy, (4) Privacy Policy and DPA. **IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING, OR USING THE SOFTWARE. BY INSTALLING, COPYING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.** --- ## 1. DEFINITIONS 1.1. **"Software"** means the Astermind Premium software product, including: - The `@astermind/astermind-premium` package and all its components - AsterMind Synth (included with Pro subscription) - All documentation, examples, configuration files, and related materials - Any updates, patches, bug fixes, or modifications provided by Licensor 1.2. **"License"** means the limited right to use the Software as granted under this Agreement and the Related Terms. 1.3. **"License Key"** or **"License Token"** means the unique credential or authentication token provided by Licensor that enables use of the Software. 1.4. **"Subscription"** means the time-limited right to use the Software, as described in your order form, purchase agreement, or online checkout. 1.5. **"Documentation"** means all technical and user-facing materials related to the Software, including manuals, API references, examples, and online help. 1.6. **"Authorized User"** means an individual employee, contractor, or agent under your control who is permitted to use the Software on your behalf. --- ## 2. GRANT OF LICENSE 2.1. **Conditional License Grant** Subject to (a) your continuous compliance with this Agreement and the Related Terms and (b) payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, revocable License to: - Install and use the Software on systems owned, leased, or controlled by you - Use the Software for your internal business purposes - Integrate the Software as a component within your applications and services - Distribute your own applications that incorporate the Software, provided such distribution: - Does not expose the Software as a stand-alone product or library, and - Complies with all restrictions in Section 3 and the Acceptable Use Policy 2.2. **Included Software** Your active Astermind Premium Subscription includes the right to use AsterMind Synth (`@astermind/astermind-synthetic-data`) under the same terms and conditions as this Agreement, unless otherwise specified in an order form or addendum. 2.3. **License Scope and Duration** The License is granted for the duration of your active Subscription period and only to the extent expressly permitted in this Agreement and the Related Terms. 2.4. **No Transfer of Ownership** The Software is licensed, not sold. This Agreement does not transfer any ownership rights. All rights, title, and interest in and to the Software remain with Licensor and its licensors. 2.5. **Reserved Rights** All rights not expressly granted to you in this Agreement are reserved by Licensor. --- ## 3. RESTRICTIONS 3.1. **Prohibited Activities** Except to the limited extent expressly permitted by applicable law notwithstanding this restriction, you may NOT: - Copy, modify, adapt, alter, translate, or create derivative works of the Software or Documentation, except as expressly authorized in Section 2 - Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, underlying algorithms, architecture, or non-public APIs of the Software - Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Software or Documentation - Use the Software to **replicate, reproduce, or materially imitate** proprietary features, algorithms, or workflows of the Software **for the purpose of developing a directly competing product or service** - Share, sell, rent, lease, sublicense, lend, or otherwise transfer your License Key or access to the Software to any third party, except as expressly permitted in a written agreement signed by Licensor - Use the Software in violation of any applicable law or regulation - Circumvent, attempt to circumvent, or tamper with any license validation, authentication, rate limiting, or security mechanism built into the Software or related services - Use the Software to process, store, or transmit illegal, malicious, or harmful content, including malware, illegal content, or content that violates the Acceptable Use Policy 3.2. **License Key Security** You are responsible for: - Maintaining the confidentiality of your License Keys and access credentials - Ensuring License Keys are used only by Authorized Users and only on systems under your direct control - Promptly notifying Licensor of any loss, compromise, or suspected misuse of License Keys or credentials 3.3. **Export and Sanctions Compliance** You agree to comply with all applicable export control and sanctions laws and regulations. You may not download, use, or export the Software: - To any country subject to comprehensive sanctions, or - To any person or entity listed on applicable sanctions or restricted-party lists. --- ## 4. SUBSCRIPTION AND PAYMENT 4.1. **Subscription Requirement** Your License to use the Software is conditioned on an active, paid Subscription unless expressly stated otherwise in a separate written agreement. 4.2. **Fees and Payment Terms** You agree to pay all fees associated with your Subscription in accordance with the pricing and payment terms presented at the time of purchase or in your order form. 4.3. **Automatic Renewal** Unless otherwise specified in your order or required by applicable law, Subscriptions may automatically renew at the end of each Subscription term at then-current rates. You may cancel renewal in accordance with Licensor’s cancellation procedures. 4.4. **Refunds** Refunds, if any, are governed by Licensor's refund policy as stated on the website or in your order form. Unless expressly stated otherwise, **fees are non-refundable once the Software has been downloaded, activated, or used.** --- ## 5. LICENSE VALIDATION, TELEMETRY, AND MONITORING 5.1. **License Validation** The Software may incorporate mechanisms to validate your License, including contacting Licensor’s servers. You agree that the Software may: - Connect to Licensor’s licensing or telemetry services to verify Subscription status and License Key validity - Collect and transmit minimal information necessary for license validation (for example: License Key or hash, product identifier, version, anonymized device identifier, IP address, and timestamp) - Disable or degrade certain functionality if your License is invalid, expired, revoked, or otherwise not in good standing 5.2. **Retention of License Data** - License validation and Subscription metadata are retained **only for the duration of your active Subscription**, except where longer retention is required by law (e.g., billing or audit records). - Aggregated or anonymized telemetry that does not identify you or your users may be retained indefinitely. 5.3. **Monitoring and Compliance** Licensor may monitor usage of the Software (including license validation events) to: - Enforce this Agreement and the Acceptable Use Policy - Detect fraud, abuse, or security issues - Improve and protect the Software and related services Any personal data processed in connection with license validation or telemetry is handled in accordance with the Privacy Policy and DPA. --- ## 6. INTELLECTUAL PROPERTY RIGHTS 6.1. **Ownership** The Software and Documentation are protected by copyright, trademark, patent, and other intellectual property laws. All rights, title, and interest in and to the Software and Documentation are and shall remain with Licensor and its licensors. 6.2. **Trademarks** “AsterMind”, “Astermind Premium”, “AsterMind Synth”, and related logos and marks are trademarks or service marks of **AsterMind AI Corporation**. You may not use these marks without Licensor’s prior written consent. 6.3. **Third-Party Components** The Software may include or depend on third-party open-source or commercial components. Such components may be subject to separate license terms, which will be identified in the Documentation or in a NOTICE file. 6.4. **Feedback** If you provide any ideas, suggestions, or feedback relating to the Software (“Feedback”), you grant Licensor a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and otherwise exploit such Feedback without restriction. --- ## 7. UPDATES, CHANGES, AND SUPPORT 7.1. **Updates and Modifications** During your active Subscription, Licensor may provide updates, patches, bug fixes, or new versions of the Software. Such updates are deemed part of the Software and subject to this Agreement unless otherwise specified. 7.2. **Backward Incompatibility** Licensor may introduce changes that are not backward compatible. Where practical, Licensor will use commercially reasonable efforts to document breaking changes in release notes or migration guides. 7.3. **Support Services** If support is included in your Subscription or purchased separately, it will be provided as described in Licensor’s support policy or order form. Licensor has no obligation to provide support beyond what is expressly agreed. 7.4. **No Guarantee of Updates** Licensor is not obligated to provide any updates or to continue developing or supporting any specific feature or component of the Software, except as required under a separate written agreement. --- ## 8. WARRANTY DISCLAIMER 8.1. **AS-IS AND AS-AVAILABLE** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SUPPORT OR UPDATES ARE PROVIDED **“AS IS” AND “AS AVAILABLE”**, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 8.2. **NO WARRANTIES** LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ACCURACY. 8.3. **NO GUARANTEES** WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT: - THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS - THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE - ANY DEFECTS OR ERRORS WILL BE CORRECTED - THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE 8.4. **YOUR RESPONSIBILITY** YOU ARE SOLELY RESPONSIBLE FOR: - EVALUATING THE SUITABILITY OF THE SOFTWARE FOR YOUR USE CASES - IMPLEMENTING APPROPRIATE BACKUP, SECURITY, AND COMPLIANCE MEASURES - ENSURING YOUR USE OF THE SOFTWARE COMPLIES WITH ALL APPLICABLE LAWS AND THIRD-PARTY OBLIGATIONS --- ## 9. LIMITATION OF LIABILITY 9.1. **EXCLUSION OF DAMAGES** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR: - ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES - ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES - ANY COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2. **CAP ON DIRECT DAMAGES** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9.3. **JURISDICTION-SPECIFIC RIGHTS** Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. In such cases, the exclusions and limitations in this Section 9 shall apply to the fullest extent permitted by applicable law. --- ## 10. INDEMNIFICATION 10.1. **Your Indemnification Obligations** You agree to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: - Your use or misuse of the Software - Your breach of this Agreement or the Related Terms - Your violation of any law or regulation - Your violation of any third-party rights, including intellectual property or privacy rights Licensor reserves the right to assume exclusive control of the defense of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with Licensor in such defense. --- ## 11. TERMINATION 11.1. **Termination by You** You may terminate this Agreement at any time by: - Discontinuing all use of the Software, and - Cancelling your Subscription in accordance with Licensor’s cancellation procedures, and - Destroying or permanently deleting all copies of the Software in your possession or control. 11.2. **Termination by Licensor** Licensor may suspend or terminate your License and this Agreement immediately upon notice if: - You breach any term of this Agreement or the Related Terms - Your Subscription expires, is cancelled, or is not renewed - You fail to pay any applicable fees when due - Licensor reasonably believes you are engaging in fraud, abuse, or illegal conduct 11.3. **Effect of Termination** Upon termination for any reason: - All rights granted to you under this Agreement immediately cease - You must promptly uninstall, destroy, or permanently delete all copies of the Software and Documentation - Sections that by their nature should survive (including but not limited to Sections 3, 6, 8, 9, 10, 12, and 13) will continue in full force and effect Termination of this Agreement does not relieve you of any obligation to pay fees accrued or owed to Licensor. --- ## 12. GOVERNING LAW AND DISPUTE RESOLUTION 12.1. **Governing Law** This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without giving effect to its conflict of laws principles. 12.2. **Venue and Jurisdiction** You agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in or serving **Chesterfield County, Virginia, United States**, and you hereby consent to the personal jurisdiction and venue of such courts. 12.3. **Informal Resolution** Before initiating any formal legal action, the parties agree to first attempt to resolve any dispute in good faith through informal discussions for at least thirty (30) days, unless a shorter period is required by law to seek injunctive relief. --- ## 13. GENERAL PROVISIONS 13.1. **Entire Agreement** This Agreement, together with the Related Terms and any signed order forms or addenda, constitutes the entire agreement between you and Licensor with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, negotiations, or representations (oral or written) regarding the Software. 13.2. **Amendments** Licensor may update or modify this Agreement from time to time. Material changes will be communicated to you via the Software, email, or website notice. Your continued use of the Software after the effective date of any modifications constitutes your acceptance of the modified Agreement. 13.3. **Severability** If any provision of this Agreement is held to be invalid or unenforceable, that provision will be interpreted to achieve the intent of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. 13.4. **Waiver** No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by an authorized representative of Licensor. 13.5. **Assignment** You may not assign, transfer, or sublicense this Agreement, by operation of law or otherwise, without Licensor’s prior written consent. Licensor may assign or transfer this Agreement freely, including to an affiliate or in connection with a merger, acquisition, or sale of assets. 13.6. **Force Majeure** Licensor shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures. 13.7. **Independent Contractors** The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. 13.8. **Notices** Notices to Licensor must be sent in writing to the address below (or to any updated address posted on Licensor’s website). Notices to you may be sent to the email or physical address associated with your account or Subscription. --- ## 14. CONTACT INFORMATION For questions about this Agreement or the Software, please contact: **AsterMind AI Corporation** 706 Scottingham Terrace North Chesterfield, VA 23236 United States Email: legal@astermind.ai Website: https://astermind.ai License Portal: https://license.astermind.ai --- ## ACKNOWLEDGMENT BY INSTALLING, COPYING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. **IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.** --- *This EULA is effective as of the date you first install or use the Software and remains in effect until terminated in accordance with Section 11.*