Terms of Use

1. Description of Service & License Grant

1.1 Scope of Service

AsterSage provides software-as-a-service (SaaS) and customer software solutions designed for public sector agencies and enterprise organizations to manage core operational, transactional and compliance workflows.

1.2 License Grant

Subject to compliance with these Terms and payment of applicable subscription fees, AsterSage LLC grants the Subscribing Agency a limited, non-exclusive, non-transferable (except as provided in Section 10.3), revocable right to access and use the Platform solely for internal municipal, commercial, corporate, engineering, or organizational operational purposes.

1.3 Service Modifications

We reserve the right to enhance, update, or modify the features and capabilities of the Platform to improve performance, maintain compliance, or respond to technological advances. Material operational changes will be communicated via administrative notices on https://www.astersage.com.

1.4 AI Use Disclosure

AsterSage may utilize AI-assisted development tools (such as GitHub Copilot) to support internal software engineering and code generation.

Client Data (including federal, state, municipal, and enterprise operational records) is never used to train third-party AI/ML models, nor is it submitted to generative AI tools outside of our secured, isolated development environment.

Any customer-facing AI or automated analytic features introduced in future software releases will be explicitly disclosed and will remain subject to human review before being relied upon for official statutory or compliance reporting.

2. User Accounts & Credentials

2.1 Account Creation

Access to restricted software modules on https://www.astersage.com requires authorized administrative setup. Users must provide accurate, current, and complete contact information.

2.2 Account Security

Each user is responsible for maintaining the confidentiality of their login credentials. Accounts are tied to individual authorized users and may not be shared. The Subscribing Agency must notify AsterSage support immediately upon suspecting any unauthorized account access or security breach.

3. Data Ownership, Hosting & Public Records

3.1 Ownership of Client Data

All municipal, agency, and organizational data, operational records, case files, transaction logs, and uploaded files ("Client Data") hosted within the Service remain the sole and exclusive property of the Subscribing Agency.

3.2 Public Records Acts (FOIA / Texas PIA) & Trade Secret Exemption

AsterSage acknowledges that Subscribing Agencies may be federal, state, or municipal public entities subject to public disclosure laws, including the Federal Freedom of Information Act (FOIA) and the Texas Public Information Act (Texas Government Code Chapter 552). Client Data stored within the Service will be made available to the Subscribing Agency as needed to satisfy lawful public records requests.

Conversely, the Subscribing Agency acknowledges that the underlying software code, proprietary algorithms, database schemas, system architecture, and trade secrets supporting https://www.astersage.com constitute valuable trade secrets and commercial information exempt from public records requests to the maximum extent permitted by applicable law.

3.3 Data Processing Rights

The Subscribing Agency grants AsterSage a limited license to host, transmit, back up, and process Client Data solely to the extent required to deliver, secure, and support the Service.

3.4 Data Hosting & Foreign / Remote Access

All primary production databases, backups, and live Client Data are stored and hosted exclusively within United States-based regions of Microsoft Azure (or equivalent U.S.-based Tier 3+ cloud data centers).

Certain internal development, quality assurance, and tier-3 technical support functions may be performed by authorized personnel or contractors operating outside the United States under strict controls:

• Foreign personnel are granted access exclusively to sanitized test environments and non-production code repositories.
• Foreign personnel do not have persistent access to live, unencrypted Client Data.
• In the rare event that temporary access to live Client Data is required to resolve a critical or complex technical support incident, such access must be explicitly authorized by senior engineering management, logged, monitored, and the Subscribing Agency's primary administrative contact will be notified via email of the exception within twenty-four (24) hours of access being granted.
• Federal Security Exception: For specific Federal or Law Enforcement contracts requiring strict compliance with CMMC, ITAR, or CJIS mandates, AsterSage provides isolated U.S. only environments where offshore development and technical support access is strictly prohibited.

4. Intellectual Property Rights

4.1 Ownership

All rights, title, and interest in and to https://www.astersage.com, including the software code, user interface designs, database schemas, proprietary algorithms, documentation, logos, and trademarks, remain the exclusive intellectual property of AsterSage LLC and its licensors.

4.2 License Restrictions

Except as expressly permitted by these Terms, Users shall not:

• Copy, modify, duplicate, or create derivative works from any part of the Platform.
• Reverse-engineer, decompile, disassemble, or attempt to extract source code from the software.
• License, sell, rent, lease, transfer, assign, host, or commercially exploit the Service.
• Use automated scripts, bots, or scraping technology to collect data from https://www.astersage.com without express authorization.
• Frame or utilize framing techniques to enclose any trademark, logo, or proprietary media of AsterSage.

5. Acceptable Use & Accessibility Compliance

5.1 Acceptable Use Policy

Users agree to utilize the Platform strictly for lawful infrastructure and road management purposes. Prohibited actions include:

• Using the Service to transmit viruses, malware, or malicious computer code.
• Attempting to breach, test, or probe the security or authentication protocols of https://www.astersage.com.
• Interfering with or disrupting network infrastructure, servers, or other users' access to the Platform.
• Uploading data that infringes upon third-party intellectual property rights or violates privacy laws.

5.2 Digital Accessibility Compliance

AsterSage is committed to providing a digital environment accessible to all public sector personnel and administrators. We actively work to align our web interface and cloud applications with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards.

If a Subscribing Agency identifies an accessibility barrier within the software, AsterSage will make commercially reasonable efforts to remediate the issue or provide a functional alternative to ensure compliance with applicable public sector accessibility mandates.

6. Subscription Fees, Invoicing & Billing

6.1 Payment Terms

Access to AsterSage is billed on a subscription basis in accordance with formal service agreements, software proposals, or Municipal Purchase Orders (POs). Fees are payable under Net 30 terms unless explicitly stated otherwise in a separate master services agreement.

6.2 Taxes & Governmental Exemptions

Where applicable, tax-exempt government entities must supply valid state or federal exemption certificates upon request.

7. Service Availability, Maintenance, Incident Notification & Force Majeure

7.1 System Availability

AsterSage strives to maintain continuous uptime for hosted services. However, availability may be subject to scheduled maintenance windows, emergency repairs, or external infrastructure disruptions beyond our reasonable control.

7.2 Maintenance Windows

Whenever feasible, routine software updates and server maintenance are scheduled during non-peak business hours with advance notification provided through the administrator portal.

7.3 Security Incident & Data Breach Notification

AsterSage maintains physical, technical, and administrative security measures designed to safeguard Client Data. In the event of a confirmed security incident or data breach resulting in unauthorized access, exposure, or modification of Subscribing Agency Client Data, AsterSage will:

• Notify the affected Subscribing Agency's primary administrative contact without unreasonable delay, and in all events within forty-eight (48) hours of confirming the incident.
• Take immediate mitigation steps to contain and remediate the security vulnerability.
• Provide the Subscribing Agency with detailed information regarding the nature, scope, and affected records to assist in meeting statutory disclosure obligations.

7.4 Force Majeure

Neither party shall be liable for any failure or delay in fulfilling its performance obligations under these Terms (other than payment of outstanding fees) to the extent such failure or delay is caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, widespread internet or telecommunications outages, grid failures, cyber-attacks on national infrastructure, or major emergency legislative mandates ("Force Majeure Event"). The affected party will give prompt written notice to the other and exercise diligent efforts to resume full performance as soon as practicable.

8. Disclaimer of Warranties

9. Limitation of Liability & Indemnification

9.1 Limitation of Liability

9.2 Vendor Indemnification

AsterSage agrees to defend, indemnify, and hold harmless the Subscribing Agency and its officers, officials, employees, and agents from and against any third-party claims, demands, losses, or liabilities (including reasonable legal fees) alleging that the access to or use of the software infringes upon any valid U.S. patent, copyright, or trademark, or arising directly from AsterSage LLC's gross negligence or willful misconduct.

9.3 Client Responsibility

The Subscribing Agency assumes operational responsibility for the accuracy, legality, and lawfulness of Client Data uploaded into the Platform, as well as ensuring its authorized users comply with these Terms.

10. Term, Termination, Assignment & Data Offboarding

10.1 Term & Termination

These Terms remain in effect as long as you access https://www.astersage.com or maintain an active software subscription. Either party may terminate the agreement in accordance with the cancellation provisions specified in their formal service contract.

10.2 Post-Termination Data Export

Upon termination or expiration of a subscription, AsterSage will provide the Subscribing Agency with a minimum thirty (30) day offboarding window to export or request a copy of its Client Data in standard electronic formats (such as CSV or spatial data exports) prior to system decommissioning.

10.3 Assignment & Change of Control

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party; provided, however, that AsterSage LLC may freely assign these Terms, software licenses, and associated customer agreements without consent in connection with a corporate merger, acquisition, reorganization, sale of substantially all assets, or change of control. AsterSage shall provide written notice to Subscribing Agencies' administrative contacts within thirty (30) days following the effective date of any such assignment or corporate transition.

11. Governing Law & Dispute Resolution

11.1 Governing Law & Venue

These Terms and any disputes arising out of or related to https://www.astersage.com shall be governed by, interpreted, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

11.2 Pre-Litigation Negotiation & Mediation

Prior to initiating any formal legal action or court proceeding, the parties agree to make a good-faith effort to resolve any dispute, claim, or controversy arising out of or relating to these Terms. Either party may issue a formal written "Notice of Dispute." Within fifteen (15) days of receipt, executive or administrative representatives of both parties shall confer in good faith to negotiate a resolution.

If the dispute is not resolved within thirty (30) days of the Notice of Dispute, the parties agree to submit the matter to non-binding mediation before a mutually agreed-upon neutral mediator in Texas. If mediation fails to resolve the dispute within sixty (60) days of initiation, either party may initiate formal litigation in the state courts located in Collin County, Texas.

11.3 Federal Government End Users & Statutory Provisions

The Service is a 'Commercial Item' as defined at 48 C.F.R. §2.101, consisting of 'Commercial Computer Software' and 'Commercial Computer Software Documentation' under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. If access is acquired by or on behalf of a U.S. Federal Government entity, the software is provided solely under these Terms. Nothing in these Terms shall be construed to require a Federal Agency or state governmental entity to indemnify AsterSage LLC in violation of the Anti-Deficiency Act (31 U.S.C. § 1341) or applicable state sovereign immunity statutes. For Federal Agency contracts, disputes shall be governed in accordance with the Contract Disputes Act (41 U.S.C. § 7101 et seq.).

12. Updates to Terms

We reserve the right to amend these Terms at any time. Updated versions will be published directly on this page with a revised "Effective Date." Continued use of https://www.astersage.com following published revisions constitutes acceptance of the modified Terms.

13. Contact Information

For inquiries regarding these Terms of Use, digital compliance, or official platform administration, please contact: