Terms of Service

2.1 Access

Subject to these Terms and your Order, Andromeda grants you a non-exclusive, non-transferable right to access and use the Services for your internal business purposes during the Order term. “Cluster” means the GPU compute environment allocated to you as specified in your Order, including associated CPU, memory, storage, and network resources.

2.2 Reserved Services

Where your Order specifies reserved services (“Reserved Services”), the Clusters identified in your Order are dedicated to you for the full Order term. Reserved Service Fees are committed regardless of utilization, subject to any Service Credits issued under Section 5 or adjustments under Section 2.6.

Reserved Services purchased through the Dashboard are available for the quantities and durations the Dashboard offers for your account. Larger or longer commitments are available by Order through sales@andromeda.ai.

2.3 On-Demand Services

Where your Order specifies on-demand services (“On-Demand Services”), Clusters are reserved for you only for the active reservation period. An On-Demand reservation ends when you release it through the Dashboard or as these Terms otherwise provide. On-Demand usage is billed in the increments shown at checkout. All Customer Data on an On-Demand Cluster is deleted when the reservation ends.

Certain On-Demand capacity may be offered as preemptible, as indicated in the Dashboard at checkout (“Preemptible Capacity”). Preemptible Capacity is offered at a lower price because it may be reclaimed when it is needed elsewhere. Andromeda may end a reservation of Preemptible Capacity at any time and will use commercially reasonable efforts to give you as much notice as is practicable. You pay only for usage through the end of that reservation, and its ending is not a breach of these Terms.

2.4 Dedicated Resources and Substitution

Clusters are dedicated to you and not shared with other Andromeda customers. Andromeda may, however, make like-for-like modifications or substitutions to the Services, including the Clusters and their location, to accommodate changes made by Infrastructure Providers or to transition between providers, provided the substitute is of equivalent or better specification. Andromeda will use commercially reasonable efforts to provide advance notice prior to any such modification or substitution.

2.5 Provider Preemption

1. (a) Preemption Events. For Clusters designated as preemptible, an Infrastructure Provider may, in limited circumstances, reclaim or preempt capacity that has been reserved to you under an Order (“Preemption Event”). Preemption Events typically arise from extreme demand concentration, datacenter capacity constraints, power or cooling limitations, or provider-level operational emergencies. Andromeda does not control Infrastructure Provider preemption decisions.
2. (b) Notice Window. Preemption Events, if they occur, will generally take place within the first several days following order placement, though the timing is variable and no specific window is guaranteed. Andromeda will use commercially reasonable efforts to notify you of any Preemption Event as promptly as practicable after becoming aware of it. Andromeda does not control the timing of provider notice and does not guarantee any minimum notice period.
3. (c) Andromeda Response. Following a Preemption Event notice, Andromeda will use commercially reasonable efforts to: (1) source replacement capacity of equivalent or better specification from another Infrastructure Provider in its network; (2) minimize disruption to your workloads; and (3) where replacement capacity is secured prior to the preemption effective date, migrate your allocation with reasonable advance notice. Andromeda does not guarantee that replacement capacity will be available or that any alternative capacity offered will meet your specific requirements.
4. (d) Financial Remedy for Preemption. If a Preemption Event results in the unavailability of your reserved Cluster and Andromeda is unable to provide equivalent replacement capacity: (i) Fees for the affected Cluster will be prorated to the last date of confirmed availability; and (ii) you will not be charged for the portion of the reserved term during which the Cluster was unavailable and no replacement was provided. This fee adjustment is your sole financial remedy for a Preemption Event under these Terms.

2.6 Delivery

Andromeda makes Clusters ordered through the Dashboard available on confirmation of your Order. For other Orders, Andromeda will use commercially reasonable efforts to deliver access to your Cluster by the date specified in your Order. Where circumstances make a firm delivery date impracticable, Andromeda will specify a target date in your Order and keep you updated on progress.

2.7 Suspension

Andromeda may suspend your access to the Services where: (a) required by applicable law; (b) necessary to protect the security or integrity of the Services or other customers; (c) required by an Infrastructure Provider; or (d) reasonably necessary while Andromeda completes a verification under Section 3.8. Where Andromeda suspends access, it will do so only to the minimum extent necessary and for the minimum duration required. Andromeda will provide advance notice where legally and operationally practicable and will restore access promptly following resolution. Where Andromeda suspends access, it will work with you in good faith to address any Fee implications for the duration of the suspension.

2.8 Monitoring Access

Andromeda requires ongoing access to telemetry, logs, metrics, and other technical data generated by the Services regarding infrastructure performance, availability, and health, excluding Customer Data and the content of your workloads (“Operational Data”) to deliver the Services and verify availability. You agree not to take any action that prevents or materially impairs Andromeda’s collection of Operational Data.

2.9 No Guarantee of Outcomes

Andromeda does not guarantee the results, performance, or outputs of your workloads. You are solely responsible for your models, training data, inference outputs, and any downstream use of results generated using the Services.

2.10 Non-Circumvention

To protect the provider relationships that make the Services possible, you agree not to use Andromeda’s Confidential Information, including Infrastructure Provider identities, to procure compute services directly from an Infrastructure Provider in a manner that bypasses Andromeda. For the avoidance of doubt, this restriction does not apply to any Infrastructure Provider with which you had an existing commercial relationship prior to the date of your first Order, or with which you engage independently and without reference to Andromeda’s Confidential Information. This obligation survives for twelve (12) months following termination.

2.11 Early Access Features

Andromeda may make certain features available on an early-access, preview, or beta basis. Some features described in these Terms, including Preemptible Capacity, automatic top-ups, and resale under Section 2.13, may not be available to every account or in every region, and Andromeda may change, limit, or discontinue an early-access feature at any time. Early-access features are provided as described in Section 9.2, and Service Credits do not apply to them.

2.12 Account Limits

Andromeda may set limits on your account, including limits on spend, the number of GPUs, and the duration of reservations, and may adjust those limits as your account develops. Your current limits are shown in the Dashboard. Orders above your limits are available through sales@andromeda.ai.

2.13 Reselling Capacity

Where the Dashboard offers resale for a reservation, you may list Reserved Services you have purchased for resale to other Andromeda customers. You set a minimum price, and Andromeda sets the listing price at or above that minimum. When your capacity sells, Andromeda will pay you the amount shown in the Dashboard when you listed it, through Andromeda’s payment processor and subject to that processor’s terms, which may require you to provide identity and tax information. Andromeda does not guarantee that listed capacity will sell. Until it sells, your Order and its Fees remain your responsibility, and a sale ends your access to the capacity sold for the period sold. Reselling capacity under this Section does not make you an Infrastructure Provider.

3.1 Acceptable Use

In connection with your use of the Services, you agree not to:

1. (a) violate any applicable law or regulation;
2. (b) infringe third-party intellectual property rights;
3. (c) transmit malicious code or conduct security attacks against the Services, Infrastructure Providers, or other customers;
4. (d) resell or sublicense the Services, except under Section 2.13 or with Andromeda’s prior written consent;
5. (e) reverse engineer, decompile, or disassemble the Services, Dashboard, or Andromeda Technology; or
6. (f) use the Services to mine cryptocurrency or other digital assets.

3.2 Customer Data

You own your data, models, workloads, inputs, and outputs that you process, transmit, or generate using the Services (“Customer Data”) and are responsible for ensuring it is accurate, lawful, and appropriate for your intended use. You represent and warrant that: (a) you own or have all rights necessary to process your Customer Data using the Services; (b) your Customer Data does not infringe any third-party rights; and (c) your use of Customer Data complies with all applicable laws, including data protection, export control, and AI governance laws.

3.3 Customer Regulatory Obligations

You are solely responsible for ensuring your use of the Services complies with any regulatory framework applicable to your workloads or industry, including AI governance and sector-specific compliance requirements. Andromeda does not certify the Services for any such framework, though our security documentation is available to support your compliance assessments.

3.4 Users

You are responsible for all users who access the Services through your account and for their compliance with these Terms to the same extent as your own. You must promptly revoke access for any user who is no longer authorized.

3.5 Account Security

You are responsible for maintaining the security of your credentials for the Andromeda web console at console.andromeda.ai and for all activity under your account. Notify Andromeda immediately at support@andromeda.ai if you suspect unauthorized access.

3.6 Backups

You are responsible for maintaining your own backups. Andromeda retains Customer Data only as needed to deliver the Services.

3.7 Geographic Deployment

Andromeda deploys infrastructure across its provider network unless your Order specifies a geographic restriction. Geographic restrictions are available by mutual written agreement and may affect pricing. You are responsible for ensuring your use of geographically deployed Services complies with applicable data localization and sovereignty requirements.

3.8 Verification

Because the Services provide access to advanced computing hardware subject to U.S. export controls, Andromeda may ask you to verify your identity, your organization, the locations from which you access the Services, and your intended use, before or after you transact. If you do not complete a verification request within a reasonable time, or Andromeda cannot confirm that your use complies with these Terms and applicable law, Andromeda may decline your Order, suspend your access under Section 2.7, or terminate these Terms under Section 12.3.

4.1 Fees

You will pay the fees specified in your Order (“Fees”). All Fees are in US dollars unless otherwise stated. Fees for Reserved Services are committed and payable regardless of utilization, subject to any Service Credits under Section 5 or adjustments under Section 2.6. Your obligation to pay Fees commences upon confirmed capacity availability unless your Order states otherwise.

4.2 Billing

Unless your Order states otherwise, Reserved Service Fees under an Order placed on an order form are invoiced monthly in arrears and due within fifteen (15) days of the invoice date. Fees for Reserved Services purchased through the Dashboard are deducted from your Account Balance when you confirm the Order. On-Demand Fees are charged to your payment card or deducted from your Account Balance as usage accrues, and you authorize Andromeda and its payment processor to charge your payment card for Fees as they accrue.

4.3 Account Balance

You may add funds to your account in advance (your “Account Balance”). Andromeda applies your Account Balance to Fees when you confirm an Order and as On-Demand usage accrues. A reservation is confirmed only when you complete checkout with funds available, and Andromeda does not hold capacity while a payment is pending. Funds applied to a confirmed Order are committed and are not refundable except as these Terms provide. You may request a refund of any uncommitted Account Balance through support@andromeda.ai, and Andromeda will return that amount to your original payment method within thirty (30) days. Your Account Balance does not bear interest and cannot be transferred to another account. Where the Dashboard offers automatic top-ups, you may set a threshold at which Andromeda adds a set amount from your payment method.

4.4 Low Balance

Andromeda will use commercially reasonable efforts to notify you by email and in the Dashboard when your Account Balance is running low. If your Account Balance and payment method can no longer cover an On-Demand reservation, Andromeda may end that reservation after notifying you, and the Customer Data on that Cluster is deleted when the reservation ends.

4.5 Prepayment

Where your Order requires a prepayment, the prepayment is applied ratably against monthly Fees over the Order term. On termination, only the portion of prepaid Fees allocable to Services not yet delivered is refundable.

4.6 Late Payment

Unpaid undisputed amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date. Andromeda will work with you in good faith to resolve payment issues before exercising suspension rights. If any undisputed amount remains outstanding for more than fifteen (15) days past its due date, Andromeda may suspend your account upon written notice.

4.7 Disputes

Notify Andromeda in writing of any disputed invoice amount within ten (10) days of receipt, specifying the disputed amount and basis. Pay undisputed amounts by the due date. The parties will work in good faith to resolve disputes within fifteen (15) days.

4.8 Taxes

Fees exclude applicable taxes, duties, and levies. You are responsible for all applicable taxes. Where Andromeda is required by law to collect taxes, they will be added to your invoice.

4.9 Pricing

Prices for new Orders and new On-Demand reservations are those shown in the Dashboard at checkout and may change at any time. A price change never applies to a confirmed Order or to an On-Demand reservation already running. Fees under an Order you have signed with Andromeda change only on sixty (60) days’ notice, and no change applies to that Order without your consent.

5.1 Availability Target

Andromeda will use commercially reasonable efforts to maintain Cluster availability. Availability is measured solely by Andromeda’s proprietary infrastructure monitoring tools (“Monitoring Systems”), which operate independently of Infrastructure Provider systems and are the authoritative record of Cluster availability. Infrastructure Provider self-reporting does not form part of availability measurement. Andromeda targets ninety-nine percent (99%) Cluster availability. Because availability depends on the performance of underlying Infrastructure Providers, which varies by provider and is not within Andromeda’s direct control, this target does not constitute a guarantee.

5.2 Service Credits

In the event of a Cluster availability shortfall, your sole and exclusive remedy is a service credit (a “Service Credit”). Andromeda will use commercially reasonable efforts to pass through any credits, refunds, or other remedies it actually recovers from the applicable Infrastructure Provider attributable to the same availability event. Service Credits are capped at the pro-rata Fees paid for the affected Cluster during the affected period, are applied against future Fees, and do not accrue across billing periods. Service Credits, and any promotional or goodwill credits Andromeda issues at its discretion, have no cash value, are not refundable, and are not part of your Account Balance. Availability shortfalls subject to the Service Credit remedy do not constitute material breaches of these Terms.

5.3 Excluded Events

No Service Credit or other remedy applies to unavailability arising from the following events:

1. (a) scheduled maintenance, with notice as practicable in advance;
2. (b) emergency maintenance required to prevent security risk, data loss, or cascading failure;
3. (c) Preemption Events, which are governed exclusively by Section 2.5, and the end of a reservation of Preemptible Capacity under Section 2.3;
4. (d) events caused by your acts or omissions, including misconfiguration, workload errors, or impairment of Monitoring System access;
5. (e) unavailability caused by the acts, omissions, or failures of any Infrastructure Provider, including provider-side outages, network failures, or hardware failures outside Andromeda-controlled systems, except to the extent Andromeda actually receives a credit or remedy from the applicable Infrastructure Provider for the same event, in which case Andromeda will pass through that credit in accordance with Section 5.2; or
6. (f) force majeure events under Section 13.7.

5.4 Credit Claims

To be eligible for a Service Credit, submit your request to support@andromeda.ai within thirty (30) days of the end of the affected billing period, including your Order reference, affected Cluster ID, and a description of the availability event. Andromeda will use commercially reasonable efforts to respond and, where applicable, to pursue the corresponding credit from the relevant Infrastructure Provider.

5.5 Notifications

Andromeda will use commercially reasonable efforts to notify you of material availability events affecting your Cluster as promptly as practicable following its own awareness of such events.

6.1 Andromeda Technology

Andromeda and its licensors own all rights, title, and interest in the Services, Dashboard, and Andromeda’s proprietary software, systems, monitoring tools, algorithms, orchestration logic, and related technology, including all improvements and derivatives (collectively, “Andromeda Technology”). You receive only the limited access right described in Section 2.1. No other rights are granted. You agree not to: (a) reverse engineer, decompile, or disassemble the Services or Andromeda Technology; (b) develop a competing orchestration system based on knowledge derived from the Services; or (c) disclose information about the architecture or capabilities of Andromeda’s orchestration layer to any third party.

6.2 Customer Data

Your workload content is yours. Andromeda will not access Customer Data except as needed to deliver the Services, at your direction for support purposes, or as required by law.

6.3 Operational Data

Andromeda owns Operational Data generated by its Monitoring Systems. Andromeda may use Operational Data to deliver, improve, and develop the Services and to benchmark infrastructure performance across its network, provided such data is not used to identify you individually.

6.4 Feedback

If you provide feedback or suggestions about the Services, you grant Andromeda a perpetual, irrevocable, royalty-free license to use that feedback to improve the Services and Andromeda’s products.

7.1 Obligations

Each party will protect the other’s Confidential Information with at least the same care as it uses for its own, but no less than reasonable care, and will use it only for the purposes of these Terms. “Confidential Information” means non-public information disclosed by one party that is designated as confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Andromeda’s Confidential Information includes, without limitation, Infrastructure Provider identities, pricing, and contract terms, Monitoring System data and methodology, and Andromeda Technology. Your Confidential Information includes, without limitation, Customer Data and the commercial terms of your Order.

7.2 Permitted Disclosures

Each party may disclose Confidential Information to its employees, contractors, advisors, and affiliates who have a need to know for purposes of these Terms and who are bound by confidentiality obligations at least as protective as this Section. Andromeda may disclose your Confidential Information to Infrastructure Providers to the extent necessary to deliver the Services. Each party remains responsible for any breach of this Section by its representatives.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach; (b) was known before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

7.4 Compelled Disclosure

If required by law or legal process to disclose Confidential Information, the receiving party will provide prompt written notice where legally permitted, limit disclosure to what is strictly required, and cooperate with any reasonable effort by the disclosing party to seek a protective order or other confidential treatment.

7.5 Return or Destruction

Upon written request by either party, or upon termination of these Terms, the receiving party will promptly return or destroy all Confidential Information of the disclosing party, except for: (a) copies retained in routine backup systems that are purged in the ordinary course; (b) information required to be retained by applicable law or regulation; or (c) copies retained for legal hold purposes. Retained copies remain subject to the obligations of this Section.

7.6 Equitable Relief

Each party acknowledges that breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy. Each party is entitled to seek injunctive or other equitable relief to prevent or remedy any such breach without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity.

7.7 Survival

Obligations under this Section survive termination of these Terms for three (3) years, except that obligations with respect to trade secrets continue for as long as the information constitutes a trade secret under applicable law.

8.1 Security Program

Andromeda maintains a security program with administrative, physical, and technical safeguards designed to protect Customer Data within Andromeda-controlled systems, including encryption at rest and in transit and access controls. Andromeda’s security program is aligned with industry-recognized frameworks including SOC 2 and ISO 27001, and copies of applicable certifications are available upon written request.

8.2 Security Incidents

If Andromeda confirms a security incident involving unauthorized access to your Customer Data within Andromeda-controlled systems, it will notify you promptly and in accordance with applicable law.

8.3 Data Deletion

You may request deletion of your Customer Data at any time via the Dashboard or by written notice to Andromeda. Andromeda will use commercially reasonable efforts to delete Customer Data from Andromeda-controlled systems and to cause Infrastructure Providers to do the same following such request. Please ensure you export any Customer Data you wish to retain before submitting a deletion request or upon expiration or termination of your Order.

8.4 Data Processing

Andromeda processes Customer Data as an infrastructure layer only, on your instructions, to deliver the Services. Andromeda does not access or process the contents of your workloads. To the extent Andromeda processes any personal data in connection with account management or service delivery, it does so as a data controller in accordance with its Privacy Policy.

9.1 Mutual Warranties

Each party warrants that it has full authority to enter into these Terms and that performance will not violate any applicable law or third-party obligation.

9.2 Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR THE MUTUAL WARRANTIES IN SECTION 9.1, ANDROMEDA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANDROMEDA MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFRASTRUCTURE PROVIDER PERFORMANCE WILL MEET ANY PARTICULAR STANDARD, OR THAT YOUR WORKLOADS WILL PRODUCE ANY PARTICULAR RESULT.

10.1 No Consequential Damages

NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Andromeda Aggregate Cap

ANDROMEDA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE LESSER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (B) ONE MILLION DOLLARS (US$1,000,000).

10.3 Customer Aggregate Cap

YOUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

10.4 Preemption Liability

ANDROMEDA’S ENTIRE LIABILITY FOR A PREEMPTION EVENT IS LIMITED TO THE FEE ADJUSTMENT SET OUT IN SECTION 2.5(D). ANDROMEDA IS NOT LIABLE FOR ANY LOSS, DISRUPTION, OR CONSEQUENTIAL HARM ARISING FROM A PREEMPTION EVENT OR REALLOCATION, INCLUDING ANY LOSS OF TRAINING RUN PROGRESS, INFERENCE AVAILABILITY, OR DOWNSTREAM CUSTOMER COMMITMENTS.

10.5 Exceptions

Sections 10.2 through 10.4 do not apply to: (a) a party’s gross negligence, willful misconduct, or fraud; (b) your payment obligations under Section 4; or (c) a party’s indemnification obligations under Section 11.

10.6 Essential Basis

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk, are an essential basis of the bargain between the parties, and the parties would not have entered into these Terms without these limitations.

10.7 Ancillary Agreements

Unless expressly stated otherwise in a signed ancillary agreement, no data processing addendum or other ancillary agreement expands the limitations in this Section.

11.1 Your Indemnity

You will defend, indemnify, and hold Andromeda harmless from any third-party claim arising from or related to: (a) your use of the Services; (b) any Customer Data you upload or process using the Services; or (c) your violation of these Terms or applicable law, except to the extent caused by Andromeda’s gross negligence or willful misconduct.

11.2 Andromeda Indemnity

Andromeda will defend, indemnify, and hold you harmless from any third-party claim: (a) that Andromeda Technology, as provided by Andromeda and used in accordance with these Terms without modification or combination with unauthorized third-party products, infringes a third party’s intellectual property rights; or (b) arising from Andromeda’s gross negligence or willful misconduct in the delivery of the Services. Andromeda has no obligation under this Section 11.2 with respect to any claim arising from or related to hardware, firmware, or infrastructure operated by Infrastructure Providers, including the physical compute environment underlying the Clusters.

11.3 Procedure

Each party’s indemnification obligations under this Section 11 are subject to: (a) the indemnified party providing prompt written notice of the claim; (b) the indemnifying party having sole control of the defense and any settlement, provided no settlement imposes obligations on the indemnified party without its prior written consent; and (c) the indemnified party providing reasonable cooperation at the indemnifying party’s expense.

11.4 Infringement Remedies

If Andromeda Technology becomes, or is reasonably likely to become, the subject of a claim under Section 11.2(a), Andromeda may, at its sole option: (a) modify or replace the affected components to be non-infringing while maintaining materially equivalent functionality; (b) procure a license permitting your continued use; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Order and refund any prepaid Fees for the unused portion of the term.

12.1 Term

These Terms continue until all Orders have expired or been terminated and your account is closed.

12.2 Order Term

Each Order continues for the period specified. Reserved Service Orders do not auto-renew unless your Order expressly states otherwise.

12.3 Termination for Cause

Either party may terminate for material breach on thirty (30) days’ written notice if the breach remains uncured. Availability shortfalls subject to Section 5 Service Credits, Preemption Events, and the end of a reservation of Preemptible Capacity are not material breaches. Andromeda may also terminate these Terms or any Order immediately on notice if you breach Section 3.1(f) or Section 13.9, or if Andromeda cannot confirm compliance under Section 3.8, and that termination is not subject to cure.

12.4 Termination for Insolvency

Either party may terminate immediately if the other becomes insolvent, makes an assignment for creditors, or enters insolvency proceedings not dismissed within thirty (30) days.

12.5 Termination for Convenience

You may terminate these Terms and close your account at any time when no Orders are active, and Andromeda will refund your uncommitted Account Balance under Section 4.3. Reserved Services Orders are committed for their full term. Early termination of a Reserved Services Order does not relieve you of your obligation to pay Fees through the end of the Order term.

12.6 Effect of Termination

On termination: (a) your access to the Services ends; (b) you will have thirty (30) days to export your Customer Data to the extent such data remains accessible within Andromeda-controlled systems, in accordance with Section 8.3; (c) all accrued Fees remain payable; and (d) each party returns or destroys the other’s Confidential Information on request.

12.7 Survival

Sections 2.13, 4.3, 6, 7, 8.2, 8.3, 8.4, 9.2, 10, 11, 12.6, 12.7, and 13 survive termination.

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Disputes shall be resolved in the federal or state courts in New Castle County, Delaware, and both parties submit to that jurisdiction.

13.2 Dispute Resolution

The parties will negotiate in good faith for thirty (30) days following written notice of a dispute before initiating legal proceedings. Either party may seek injunctive relief at any time without exhausting this process.

13.3 Updates to These Terms

Andromeda may update these terms from time to time. Andromeda will use commercially reasonable efforts to notify you of material changes via email or Dashboard notification before they take effect. Your continued use of the Services after the effective date of any update constitutes acceptance of the updated terms. Updates do not apply retroactively to Orders already in effect at the time of the update unless required by law.

13.4 Assignment

You may not assign or transfer these Terms or any rights under these Terms without Andromeda’s prior written consent. Andromeda may assign these Terms without your consent to an affiliate, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. These Terms bind and benefit each party’s permitted successors and assigns.

13.5 Entire Agreement

These Terms and your Order(s) constitute the entire agreement between you and Andromeda regarding the Services and supersede all prior understandings, representations, and agreements. Andromeda may update these Terms in accordance with Section 13.3. Except as provided in Section 13.3, any amendment to these Terms must be in writing and agreed to by both parties. If you have a signed agreement with Andromeda that expressly covers Orders placed through the Dashboard, that agreement governs those Orders. Otherwise, these Terms govern every Order placed through the Dashboard, including where you have another agreement with Andromeda.

13.6 No Waiver

Failure to enforce any provision does not waive the right to enforce it in the future.

13.7 Force Majeure

Neither party is liable for delays caused by events outside its reasonable control, including natural disasters, government actions, or internet infrastructure failures. If a force majeure event continues for thirty (30) days or longer, the unaffected party may terminate the affected Order, and Andromeda will use commercially reasonable efforts to recover from the applicable Infrastructure Provider any prepaid amounts attributable to the unused portion of the terminated Order. Andromeda will pass through to you any amounts actually recovered, but does not guarantee any minimum recovery or that any refund will be obtained. This passthrough recovery is your sole financial remedy in connection with termination for force majeure under this Section. Force majeure does not include Infrastructure Provider failures except where those failures arise from qualifying force majeure events affecting the provider.

13.8 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable. Remaining provisions continue in full force.

13.9 Export Compliance and Sanctions

You represent that neither you nor any person accessing the Services through your account is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is on, or owned or controlled by a person on, any U.S. government list of prohibited or restricted parties. You will comply with all applicable export control and sanctions laws in your use of the Services, and you will not access or use the Services from, or for the benefit of any person in, a country or region, or for an end use, for which a U.S. export license is required and has not been obtained. You will notify Andromeda promptly if any statement in this Section ceases to be true.

13.10 Government Users

If you are a U.S. government entity, the Services constitute “Commercial Items” as defined at 48 C.F.R. § 2.101 and are licensed under the restricted rights applicable to commercial computer software.

13.11 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13.12 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and does not confer any rights on third parties.

13.13 Publicity

Neither party will disclose the existence or commercial terms of any Order without the other’s prior written consent, provided that either party may request consent to use the other’s name as a reference customer or vendor, which will not be unreasonably withheld.

13.14 Contact

Support: support@andromeda.ai | Legal Notices: legal@andromeda.ai | Enterprise: sales@andromeda.ai