Terms of Service

These Terms of Service (“Terms”) govern the use of the Ostronaut platform and services. Please read them carefully before using Ostronaut.

1. Introduction

1.1 Ostronaut is a product of Ankai Inc., with its registered office in Delaware, United States, operates a software-as-a-service (SaaS) platform for skills intelligence, employee learning, AI-powered content creation, and performance analytics (hereinafter, the “Ostronaut Platform”).

1.2 The Ostronaut Platform is offered as a cloud-based service accessible via web application, designed to support companies in accelerating employee skill development and providing visibility into team capabilities.

1.3 These Terms apply to business entities, organizations, and their authorized employees or representatives (hereinafter collectively “Customers”). The Terms do not apply to consumers acting in a personal capacity.

2. Definitions

2.1 Customer – The legal entity or organization entering into a contract with Ostronaut for use of the Platform.

2.2 User – A natural person authorized by the Customer to access and use the Platform.

2.3 Platform – The hosted web applications provided by Ostronaut, including all updates, improvements, and related services.

2.4 Subscription – The paid license to access the Platform features according to the Customer’s selected plan.

2.5 Support Services – Technical support, onboarding, and assistance provided by Ostronaut.

3. Scope of Application

3.1 These Terms govern all contractual relationships between Customers and Ostronaut concerning use of the Platform.

3.2 Deviating or conflicting general terms of the Customer shall not apply, unless expressly agreed to in writing by Ostronaut.

3.3 Individual written agreements between Ostronaut and the Customer take precedence over these Terms.

4. Subject of the Contract

4.1 Ostronaut grants Customers and their Users access to the Platform on a subscription basis. The Customer receives a non-exclusive, time-limited right to use the Platform in accordance with these Terms.

4.2 Ostronaut continuously improves and updates the Platform. Customers are entitled to access the most recent version available at any given time.

4.3 No transfer of the software, source code, or backend infrastructure takes place. The Platform is provided solely as a hosted service.

5. Services of Vectura

5.1 Hosting & Availability – Ostronaut operates and maintains the Platform with commercially reasonable efforts to ensure high availability. Planned maintenance will be announced in advance where possible.

5.2 Updates & Development – The Platform is regularly updated with enhancements, bug fixes, and security improvements. Ostronaut reserves the right to add, change, or remove features, provided the overall value of the service is maintained.

5.3 Support – Ostronaut provides Customers with access to support services during normal business hours via email or ticketing system.

5.4 Exclusions – Ostronaut does not provide human resources (HR), professional development, or legal advice. The Platform's insights should not be the sole basis for employment-related decisions such as hiring, promotion, compensation, or termination. Customers are solely responsible for their HR compliance and decisions.

6. Fees and Payment

6.1 Subscription fees are specified in the Customer’s order or chosen plan and are billed in advance on a monthly or annual basis.

6.2 All fees are exclusive of applicable taxes unless stated otherwise.

6.3 Payments must be made via accepted payment methods (e.g., credit card, ACH, or invoicing as agreed).

6.4 Failure to pay fees may result in suspension or termination of access to the Platform.

6.5 Ostronaut reserves the right to adjust subscription fees with 30 days’ notice prior to renewal.

7. Grant of Rights

7.1 Customers are granted a non-transferable, non-sublicensable right to access and use the Platform during the subscription term.

7.2 Customers may not:
- Copy, modify, or reverse-engineer the software.
- Rent, sell, or sublicense access to third parties.
- Use the Platform for unlawful purposes.

7.3 All intellectual property rights in the Platform remain with Ostronaut.

8. Customer Obligations

8.1 Customers are responsible for ensuring that only authorized Users access the Platform.

8.2 Customers shall maintain accurate account information and safeguard login credentials.

8.3 Customers must comply with all applicable laws and may not use the Platform for fraudulent, illegal, or harmful activities.

8.4 Customers are encouraged to maintain their own data backups.

9. Term and Termination

9.1 The subscription term begins on the effective date specified in the order confirmation.

9.2 Subscriptions renew automatically unless terminated at least 30 days before the end of the billing period.

9.3 Either party may terminate the agreement for good cause, including material breach or insolvency.

9.4 Upon termination, Customer access will be deactivated. Customer data may be retained for a limited period to allow export, after which it will be permanently deleted.

10. Data Protection and Confidentiality

10.1 Ostronaut processes personal data in compliance with applicable data protection laws.

10.2 A separate Data Processing Agreement may apply if Ostronaut acts as a processor on behalf of the Customer.

10.3 Both parties agree to treat confidential information disclosed during the contractual relationship as strictly confidential.

11. Liability

11.1 Ostronaut provides the Platform “as is” and disclaims all warranties to the maximum extent permitted by law.

11.2 Ostronaut shall not be liable for indirect or consequential damages such as lost profits or data loss.

11.3 Ostronaut’s aggregate liability in any 12-month period shall not exceed the total subscription fees paid by the Customer in that period.

11.4 Nothing in these Terms limits liability for gross negligence, willful misconduct, or injury to life, body, or health.

12. Amendments to Terms

12.1 Ostronaut may amend these Terms to reflect changes in law, technology, or services.

12.2 Material changes will be communicated to Customers at least 30 days before taking effect.

12.3 Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

13. Final Provisions

13.1 These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

13.2 The exclusive jurisdiction for disputes is Delaware, USA, unless otherwise required by law.

13.3 If any provision of these Terms is invalid, the remaining provisions remain in force.

13.4 Customers may not assign or transfer rights or obligations under these Terms without prior written consent from Ostronaut.