Terms of Service & Master Subscription Agreement

1. The Agreement & Acceptance

These Terms of Service ("Agreement") constitute a legally binding agreement between Astrya Technologies ("Astrya", "we", "us", or "our") and the individual, legal entity, or organization registering for or using our software platform ("Customer", "you", or "your").

By creating an account, clicking an "I Agree" or "Sign Up" button, accessing our web application, or utilizing any Astrya APIs, you confirm that you have read, understood, and agreed to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, agency, or other legal entity, you represent and warrant that you possess full legal authority to bind that entity to these Terms.

2. Description of the Service

Astrya provides a multi-tenant software-as-a-service (SaaS) platform designed for commercial enterprises, advertising agencies, and service businesses. The Service bridges online advertising performance metrics (such as Google Ads and Meta Ads) with sales pipeline tracking, lead attribution, priority queues, messaging workflows, and closed-won customer conversion data.

3. Account Registration, Multi-Tenancy & Security

• Accurate Registration: You must provide true, accurate, current, and complete corporate and contact details during workspace setup.
• Authentication & Access Credentials: Astrya utilizes passwordless, cryptographic one-time codes (OTP) delivered to verified corporate email addresses and mobile telephone numbers. You are solely responsible for maintaining the confidentiality of your email and device access.
• Team Management: Organization administrators and owners are responsible for all activities conducted by invited team members, managers, and sales agents within their workspace.
• Multi-Tenant Separation: Each customer's workspace is strictly partitioned at the database layer using PostgreSQL Row-Level Security (RLS). You agree not to attempt to circumvent, inspect, or interfere with any other tenant's isolated environment.

4. Customer Data Ownership & Intellectual Property

• You Own Your Data: As between Astrya and Customer, Customer retains all right, title, and interest (including all intellectual property rights) in and to all lead contacts, customer communications, client lists, custom form responses, and deal records submitted or imported into the Service ("Customer Data").
• Limited License to Provide the Service: You grant Astrya a worldwide, non-exclusive, royalty-free, limited license to host, store, transfer, display, and process Customer Data solely to the extent necessary to provide, maintain, support, and troubleshoot the Service on your behalf.
• Astrya Intellectual Property: Astrya, including all software code, visual designs, database architectures, algorithmic lead quality scoring methods, trademarks, logos, and documentation, remains the exclusive property of Astrya Technologies and its licensors.

5. Connected Third-Party Platforms (Google, Meta, WhatsApp)

The Service enables bidirectional integration with third-party advertising networks, analytics platforms, and communication channels:

• Authority to Connect: When connecting a Google Ads account, Meta Business Account, Facebook Page, or WhatsApp Business account, you represent that you hold valid administrative or marketing authority to grant access to Astrya.
• Compliance with Third-Party Policies: Your use of integrated platforms remains governed by their respective terms and policies, including the Google API Services User Data Policy and Meta Platform Terms. You agree not to use Astrya in any manner that violates third-party advertising or developer guidelines.
• Independent Ad Billing: All advertising expenditures (ad spend) are billed directly to you by the respective advertising network (Google or Meta). Astrya does not handle or markup your direct ad spend.
• Revocation: You may disconnect any third-party integration at any time through Settings > Integrations, which immediately halts automated data synchronization.

6. Acceptable Use & Anti-Spam Compliance

You agree to adhere strictly to ethical commercial communication standards. Specifically, you warrant that you will NOT:

• Import, upload, or process lead lists purchased from unauthorized third-party brokerages without verifiable consumer consent.
• Use Astrya's messaging, WhatsApp, SMS, or email integrations to distribute unsolicited bulk commercial messages (SPAM) in violation of the US CAN-SPAM Act, the UK Privacy and Electronic Communications Regulations (PECR), the EU ePrivacy Directive, or the Bangladesh Telecom Regulatory Commission (BTRC) regulations.
• Engage in deceptive, defamatory, obscene, fraudulent, or harassing outreach.
• Reverse-engineer, decompile, scrape, or systematically extract data or proprietary logic from the Service.
• Transmit any viruses, malicious code, or materials that compromise platform integrity or availability.

7. Free Trials, Subscriptions & Payments

• Free Trial Period: New organizations may access the platform on an evaluation trial basis without credit card obligation. Upon expiration of the trial period, continued workspace access requires an active paid subscription.
• Subscription Tiers & Seat Limits: Features, lead capacity limits, and team seat allocations are determined by your selected subscription plan.
• Billing & Invoicing: Subscriptions are billed in advance on a recurring monthly or annual basis. Invoices are payable upon receipt via authorized payment gateways.
• Taxes: Unless stated otherwise, all stated fees are exclusive of applicable national sales taxes, VAT, or local governmental levies, which will be calculated and added where required by statutory law.
• Cancellations & Refunds: You may cancel your subscription at any time via Settings > Billing. Cancellations take effect at the conclusion of the current billing cycle. Payments for consumed periods are non-refundable, except where mandatory statutory consumer law specifies otherwise.

8. Optional Managed Advertising Services

If Customer engages Astrya Technologies to provide managed advertising operations (campaign creation, media buying, creative testing, or CRO consulting):

• Such services are governed by an independent Statement of Work (SOW) specifying deliverables, scope, and management retainer fees.
• Ad campaign results, return on ad spend (ROAS), and sales conversions depend on external market dynamics, competitive bids, and product-market fit. Astrya applies professional industry standards but does not guarantee specific revenue or customer acquisition targets.

9. Data Processing Addendum (DPA) & Privacy

Our Privacy Policy is incorporated into and forms an integral part of this Agreement. Where the processing of personal data falls within the scope of European data protection laws (GDPR / UK GDPR), the terms of our Data Processing Addendum (DPA), including standard contractual clauses, apply automatically to protect all transferred data.

10. Term, Suspension & Graceful Deletion

• Term: This Agreement commences upon the date of your first registration and remains in effect until terminated by either party.
• Immediate Suspension for Breach: Astrya reserves the right to immediately suspend or terminate access to any account that engages in abusive activity, threatens multi-tenant security, or severely breaches the Acceptable Use policy.
• Customer Termination: Organization owners may terminate their account at any time via Settings > Data export & deletion.
• 30-Day Safety Recovery Window: Following organization deletion, access is immediately revoked, and data is placed into a 30-day soft-delete grace period so that accidental deletion can be restored upon verified owner request. After 30 days, all leads, client databases, campaigns, and files are permanently purged.

11. Warranties & Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY FREE FROM HARMFUL VULNERABILITIES, ALTHOUGH WE MAINTAIN INDUSTRY-STANDARD DEFENSES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL ASTRYA TECHNOLOGIES, ITS DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.
• THE TOTAL AGGREGATE LIABILITY OF ASTRYA TECHNOLOGIES ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO ASTRYA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Indemnification

Customer agrees to defend, indemnify, and hold harmless Astrya Technologies and its officers, directors, and employees from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to Customer Data, Customer's violation of this Agreement, or Customer's violation of third-party advertising network terms or anti-spam regulations.

14. Governing Law & Dispute Resolution

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of Bangladesh, without giving effect to any conflict of law principles.

The parties agree to attempt in good faith to resolve any dispute informally for at least thirty (30) days before initiating formal proceedings. Any formal legal action, suit, or proceeding arising out of this Agreement shall be instituted exclusively in the competent courts located in Dhaka, Bangladesh, without prejudice to any mandatory statutory rights granted to consumers under applicable European Union or United States state consumer protection legislation.

15. General Provisions & Contact

• Entire Agreement: This Agreement, together with the Privacy Policy and any applicable order form or SOW, constitutes the sole and entire agreement between the parties regarding the Service.
• Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• No Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.