Legal

Terms of Service.

The terms below cover use of the Asthra service by enterprise customers and their authorized users. Pilot and production engagements are also governed by an executed Master Subscription Agreement (MSA), which takes precedence in case of conflict.

Parties & acceptance

These Terms of Service (“Terms”) form an agreement between Sangnan AI, Inc. (“Sangnan”, “we”, “us”) and the legal entity identified on the applicable Order Form or Master Subscription Agreement (“Customer”, “you”). By executing an Order Form, signing an MSA, or accessing the Asthra service, you accept these Terms on behalf of your organization and represent that you are authorized to do so.

Order of precedence. Where a signed Master Subscription Agreement, Data Processing Addendum, or Business Associate Agreement exists between the parties, those documents govern in case of conflict with these Terms.

The service

The “Service” means the Asthra software platform, including the Microsoft Word add-in, the drafting agent, the citation graph, the audit ledger, the administrative console, and any documentation we make available. The Service is delivered as Software-as-a-Service (“Managed SaaS”) or, where elected, as a deployment within Customer's own cloud tenant (“Customer-VPC mode”).

Service availability

Sangnan targets 99.9% monthly uptime for the Managed SaaS production environment, measured excluding scheduled maintenance windows and force-majeure events. Service-level credits are addressed in the Service Level Agreement attached to your Order Form.

Updates

We continuously improve the Service. We will not materially reduce its functionality during a paid term. Validated deployments receive change notifications and a regression-test summary before any update is promoted.

Access & user accounts

Customer is responsible for the actions of its authorized users. Each user account is non-transferable and must be associated with a named individual. Customer must promptly disable accounts of users who leave the organization or change roles.

Acceptable use

Customer and its users will not:

Use the Service to draft documents containing material the Customer does not have the right to provide as source content;
Reverse-engineer, decompile, or attempt to extract the underlying models or training corpora;
Use the Service to develop a competing product;
Circumvent rate limits, security controls, or audit logging mechanisms.

Customer data & documents

“Customer Data” includes source documents Customer uploads or makes accessible to the Service, drafts produced by the Service, the citation graph, and the audit ledger. Customer retains all right, title, and interest in Customer Data.

No training on Customer Data. Sangnan will not use Customer Data to train, fine-tune, or evaluate any general-purpose model, and our model providers are contractually prohibited from doing so. Customer Data is processed solely to deliver the Service to Customer.

Data residency

Managed SaaS deployments are hosted in EU or US regions, as elected on the Order Form. Customer-VPC deployments operate entirely within Customer's cloud account; Customer Data does not leave Customer's tenant.

Retention

Customer Data is retained for the duration of the subscription. On termination, Customer may export its data within 30 days; thereafter, Sangnan will delete Customer Data from production systems in accordance with the Data Processing Addendum.

Intellectual property

Customer ownership

Drafts, citation graphs, and audit ledgers produced through Customer's authorized use of the Service are Customer's work product. Sangnan claims no rights in Customer's outputs.

Sangnan ownership

Sangnan retains all right, title, and interest in the Service itself, including the platform, drafting agent, module rule sets, therapeutic-area tunings, and any improvements thereof. No license is granted by implication.

Feedback

If Customer provides feedback or suggestions, Sangnan may use them without restriction. Feedback does not include Customer Data.

Fees & billing

Fees are stated on the applicable Order Form. Unless otherwise specified, fees are invoiced annually in advance, payable net 30 days. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than those based on Sangnan's net income.

Charge type	Description
Subscription	Annual fee based on document volume tier and seat count.
Pilot fee	Fixed fee for a 30-day pilot, defined in a separate Pilot SOW.
Professional services	Optional integration, validation, and template-mapping services, billed per SOW.

Term & termination

The initial subscription term begins on the Order Form effective date and continues for the period specified. Subscriptions auto-renew for successive one-year terms unless either party provides at least 60 days' written notice of non-renewal.

Termination for cause

Either party may terminate for material breach not cured within 30 days of written notice. Sangnan may suspend access for non-payment after 15 days' notice.

Effect of termination

On termination, Customer's access ends. Customer may export its data during the 30-day post-termination window. Sections that by their nature should survive (Customer Data, IP, Liability, General) survive termination.

Warranties & disclaimers

Sangnan warrants that the Service will perform materially in accordance with its documentation and that we will provide the Service with reasonable care and skill consistent with industry standards for regulated AI tooling.

Drafts require human review. Asthra produces drafts for review by qualified medical writers, regulatory professionals, and other authorized reviewers. Drafts are not regulatory submissions and are not warranted as final. Customer is solely responsible for the content, accuracy, and submission of any document produced through the Service.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND SANGNAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Liability

Each party's aggregate liability under these Terms is capped at the fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, or consequential damages.

The cap and exclusion do not apply to: (a) Customer's payment obligations; (b) breach of confidentiality; (c) indemnification obligations; (d) gross negligence or willful misconduct.

General

Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Disputes will be resolved in the state or federal courts located in Wilmington, Delaware.

Notices

Notices must be in writing and delivered to legal@asthra.ai for Sangnan, and to the notice address on the Order Form for Customer.

Changes to these Terms

We may update these Terms periodically. Material changes will be notified in advance and take effect at the next renewal of an active subscription.

Entire agreement

These Terms, together with the Order Form, MSA, DPA, BAA (if applicable), and SLA, constitute the entire agreement between the parties on the subject matter, superseding all prior discussions.