Terms of Service

1. These terms

These Terms of Service (the “Terms”) are an agreement between Astra FP&A LLC, a New York limited liability company (“we” or “us”), and the college, university or other organization that creates an account or signs an order for Astra FP&A (the “Customer” or “you”). The person who accepts these Terms confirms they have authority to bind the Customer.

An order form, quote or purchase order that both parties sign and that refers to these Terms is part of this agreement. If a signed order form or a separately negotiated agreement conflicts with these Terms, the signed document controls. Pre-printed terms on a purchase order don't apply unless we sign them. Our Data Processing Agreement is part of these Terms, and our Privacy Policy explains how we handle personal information.

2. The service

Astra FP&A is an online financial planning and analysis service for colleges. It loads summary files from your ERP and other systems, combines them with public data, and provides dashboards, models, an AI analyst and files it builds for you (the “Service”).

Anyone can create an account and explore the Service with fictional sample data at no charge and with no time limit. Loading your own data starts a free trial, described below. Using the Service with your own data after the trial requires a paid subscription.

3. Free trial

Length. The free trial starts when you first upload your own data and lasts 60 days. During the trial every feature works, with $10 of AI use for the trial. The sample data stays free before, during and after the trial.

No automatic charges. A trial never turns into a paid subscription on its own. A subscription starts only with a quote or purchase order signed by both parties, or a card payment you make through checkout. We don't ask for a card to start a trial.

When the trial ends. If you haven't subscribed, your account is read-only for 30 days: you can view and export your data, but you can't upload files, make changes or use the AI analyst. After those 30 days the account is locked. Your account owners can still sign in to subscribe, export your data or delete it.

Export. Your account owners can export your Customer Data at any time during and after the trial, until it is deleted, from Settings, Plan and billing.

Deletion. Your account owners can delete your Customer Data at any time from Settings, Plan and billing, or by asking us at support@astrafpa.ai. Unless you subscribe, data from an expired trial is deleted 90 days after the trial ends. Either way, copies in backups are overwritten on the normal backup schedule, within 35 days after that, and are kept protected until then.

4. Accounts and users

You may invite your employees and contractors who work on your behalf (“Users”). Your account owners decide each User's role and what each role can see. You are responsible for your Users' activity in your account and for keeping account information accurate.

Each User needs their own sign-in. Keep passwords and two-step verification devices private, and tell us promptly at security@astrafpa.ai if you believe an account has been used without permission. You can require two-step verification for everyone at your college in the Service's settings.

5. Subscription, renewal and fees

Term. A subscription runs for the term in your order form, usually one year. It renews for another year unless either party gives written notice at least 60 days before the end of the current term.

Fees. Fees are invoiced annually in advance and due within 30 days of the invoice date, unless your order form says otherwise. Fees are non-refundable except where these Terms say so. Fees don't include taxes; if you're tax-exempt, send us your exemption certificate and we won't charge tax.

Price changes. We may change fees for a renewal term by telling you at least 60 days before the renewal. Unless your order form says otherwise, a renewal increase won't be more than 5% over the prior term's fees.

Late payment. If an undisputed invoice is more than 30 days past due, we may suspend paid features after giving you at least 15 days' written notice. Your data is not deleted during a suspension.

AI credits. Each subscription includes a yearly allowance of AI credits for the AI analyst. Credits are used as the analyst answers questions and builds files. Your account owners are notified at 80% of the allowance; at 100%, the analyst pauses until you buy more credits or the subscription year renews. Dashboards, models and reports keep working. Unused credits expire at the end of each subscription year and are not refundable. We never bill you for AI usage you didn't buy.

6. Your data

“Customer Data” means the files, datasets, documents, brand materials, questions and other content you or your Users put into the Service, and the results the Service produces from them for you. You own your Customer Data.

You give us permission to host, copy, process and display Customer Data only as needed to provide, secure and support the Service for you, and as the Data Processing Agreement describes. We don't sell Customer Data, we don't use it to train AI models, and we don't share it with other customers. We may use counts and other usage measurements that don't identify you or contain your financial figures (for example, how often a feature is used) to run and improve the Service.

You are responsible for having the right to upload your Customer Data and for its accuracy.

7. No records about individual people

The Service is built for totals and summaries. You agree not to upload records about individual students, employees or other people, such as names, ID numbers, Social Security numbers, dates of birth, contact details, or individual pay, grades or financial aid. Salary information must be summarized so that every row covers at least five people.

The Service scans uploads and refuses files that appear to contain personal information. That scan is a safeguard, not a guarantee; you remain responsible for what you upload. If personal information reaches the Service anyway, we will handle it under the Data Processing Agreement and delete it when we discover it or when you ask.

8. Acceptable use

You and your Users won't:

• share accounts, or give access to anyone outside your organization other than contractors working for you;
• copy, resell or offer the Service to others, or use it to build a competing product;
• reverse engineer the Service, except where the law allows it despite this restriction;
• probe, scan or test the Service's security, or get around its limits or access controls, without our written permission;
• upload malicious code, or content you don't have the right to use;
• use the Service in a way that breaks the law or interferes with other customers.

We may suspend access that threatens the Service's security or other customers. Where we can, we'll tell you first and restore access once the issue is resolved.

9. AI features and financial projections

The AI analyst writes answers, summaries, slides, documents and workbooks. Figures in those answers come from the Service's calculations on your data, and each answer shows where its figures came from. AI-written text can still be incomplete or wrong, and projections, scenarios and forecasts are estimates that depend on assumptions you can see and change.

The Service supports your judgment; it doesn't replace it. It is not accounting, audit, legal, tax or investment advice, and it is not a substitute for your audited financial statements. Review results before relying on them or sharing them with your board or others.

The AI analyst is provided through a third-party AI model provider listed in the Data Processing Agreement. Under our agreement with that provider, the content we send isn't used to train its models.

10. Public and third-party data

The Service includes data from public sources such as IPEDS, the Bureau of Labor Statistics, the Census Bureau, the Federal Reserve Bank of St. Louis (FRED) and the Federal Audit Clearinghouse. That data is provided as published by its sources, may be revised or become unavailable, and may be subject to the sources' own terms.

11. Our property and feedback

We own the Service, its software, models, documentation, and the Astra FP&A name and logo. These Terms give you the right to use the Service during your subscription; they don't transfer ownership of anything. If you send suggestions or feedback, we may use them without obligation to you.

12. Confidentiality

Each party will protect the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential (including your Customer Data, and our pricing, security documentation and non-public product information). Each party will use the other's confidential information only for this agreement and share it only with people who need it and are bound to protect it.

This doesn't cover information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose information when the law requires it, including under a public records law, after giving the other party notice where the law allows so it can seek protection.

13. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in the Data Processing Agreement and on our Security page. We will notify you of a security incident affecting your Customer Data as the Data Processing Agreement describes.

14. Availability and support

We use commercially reasonable efforts to keep the Service available and to schedule maintenance outside normal business hours where we can. Support is available by email at support@astrafpa.ai on business days. Any uptime commitment or service credit applies only if it is in your signed order form.

15. Ending the agreement

Either party may end this agreement if the other materially breaches it and doesn't cure the breach within 30 days after written notice. If you end it for our uncured breach, we'll refund prepaid fees for the rest of the term.

When a subscription ends, you have 30 days to download your files and Customer Data, and we'll help with a reasonable export on request. We then delete Customer Data from the Service within 60 days. Copies in backups are overwritten on the normal backup schedule, within 35 days after that, and are kept protected until then.

Sections that by their nature should survive (including fees owed, confidentiality, disclaimers, limits of liability and governing law) survive the end of this agreement.

16. Warranty and disclaimers

We warrant that the Service will perform materially as described in its documentation during your subscription. If it doesn't, tell us; we'll try to fix it, and if we can't within a reasonable time, you may end the affected subscription and receive a refund of prepaid fees for the remaining term. That is your remedy for a breach of this warranty.

Except as these Terms expressly say, the Service is provided “as is.” To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and we don't warrant that the Service will be uninterrupted or error-free or that projections will prove accurate.

17. Indemnity

We will defend you against any third-party claim that the Service, as we provide it, infringes that party's intellectual property rights, and pay the resulting damages and costs a court awards or that we agree to in a settlement. If such a claim seems likely, we may modify the Service, get you the right to keep using it, or end the affected subscription and refund prepaid fees for the remaining term. This doesn't cover claims caused by Customer Data, by combinations with things we didn't provide, or by use that breaks these Terms.

To the extent the law permits a Customer to do so, you will defend us against third-party claims arising from Customer Data you upload in violation of these Terms. Nothing in these Terms waives any immunity or limit that applies to a public institution under its law.

The party seeking defense must notify the other promptly, let it control the defense, and cooperate reasonably.

18. Limits of liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, even if told they were possible. Each party's total liability under this agreement is limited to the fees paid and payable by the Customer in the 12 months before the event giving rise to the claim.

These limits don't apply to your obligation to pay fees, to either party's defense obligations under the Indemnity section, or to liability for fraud, gross negligence or willful misconduct. For a party's breach of its confidentiality, data protection or security obligations, the cap is two times the fees paid and payable in those 12 months.

19. Governing law

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and the parties submit to the state and federal courts located in New York. If you are a public institution whose law requires a different governing law or forum, that law and forum apply instead to the extent required.

20. Changes to these Terms

We may update these Terms. We'll post the new version here and, for material changes, notify account owners at least 30 days before they take effect. For a paid subscription, material changes take effect at your next renewal unless the law requires sooner. If a change materially harms you, you may decline it by not renewing.

21. General

• Notices. Notices to us go to legal@astrafpa.ai and [mailing address]. Notices to you go to the account owner's email or the contact in your order form.
• Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice.
• Force majeure. Neither party is responsible for delays caused by events beyond its reasonable control, other than payment obligations.
• Publicity. We won't use your name or logo to promote the Service without your written permission.
• Independent parties. The parties are independent contractors. There are no third-party beneficiaries.
• Whole agreement. These Terms, the Data Processing Agreement and any signed order form are the entire agreement on this subject. If any part is unenforceable, the rest remains in effect. Not enforcing a right isn't a waiver of it.

Questions about these Terms: legal@astrafpa.ai.