Terms of service

 

Starfront Observatories 

Terms & Conditions

 

Effective Date: June 19, 2024


This Customer Agreement / Terms of Service ("Agreement") is entered into by and between Starfront Observatories ("Starfront" or “Company”) and the customer ("Customer") (collectively, the “Parties,” or each, individually, a “Party”) who is seeking to have their telescope equipment hosted at the Company's remote telescope observatory facilities located at 1724 County Road 244, Rockwood, Texas 76873. This Agreement sets forth the terms and conditions under which the Company will provide services to the Customer.


  1. Services Provided


  1. Hosting Services: The Company agrees to host the Customer's telescope equipment at its remote telescope observatory facility. The Company will provide the following services:


  1. Space: Allocated space on a rented pier for the Customer's telescope equipment, ensuring it is securely and appropriately positioned.


  1. Power: Reliable power supply to ensure the continuous operation of the telescope equipment. The Company will make commercially reasonable efforts to maintain power availability but does not guarantee uninterrupted power supply.


  1. Internet Connectivity: High-speed internet access, including both Ethernet and WiFi connections, to facilitate remote operation of the telescope equipment. The Company will implement reasonable measures to ensure internet reliability, but is not liable for any interruptions or connectivity issues caused by external factors.


  1. Physical Security: Reasonable physical security measures, including surveillance cameras and access control systems, to protect the Customer's equipment from theft or damage. However, the Company is not liable for any losses or damages caused by unauthorized access or unforeseen security breaches.


  1. Dark Skies Access: The Company will make commercially reasonable efforts to provide access to dark skies through its observatories’ automated roll-off roofs. However, the Company makes no representations or warranties regarding the number of clear nights, sky quality, darkness of the skies, or any other environmental factors that are beyond the Company's control.


  1. Maintenance and Support: The Company will perform routine maintenance and provide technical support as specified in this Agreement. Any additional services requested by the Customer may be subject to additional fees.


  1. Fees and Payment


  1. Fees: The Customer agrees to pay the recurring monthly pier rental subscription fees and any other fees incurred for additional services, as detailed in the pricing schedule in Exhibit A.


  1. Recurring Payment Terms: The payment date for the recurring payments will be the first night that the telescope system is initially installed and polar aligned, if applicable. 


  1. Late Payments: If any fees or invoices (or part thereof) issued to the Customer has not been paid on time, then the outstanding amount owed will become a debt immediately due and payable. Any such late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.


  1. Taxes: All fees are exclusive of taxes, and the Customer is responsible for all applicable sales, use, and other taxes.


  1. Term and Termination


  1. Term: The date of this Agreement shall be deemed the commencement date for this Agreement. However, the Hosting Services shall commence when the Customer’s telescope system is fully installed at the observatory location and shall continue on a recurring, month-to-month basis until otherwise canceled. The Customer may cancel this Agreement at any time for any reason by providing at least ten (10) days advance written notice prior to the next monthly subscription payment date to cancellations@starfront.space. 


  1. Company's Right to Terminate: The Company reserves the right to terminate this Agreement immediately if the Customer breaches any terms of this Agreement.


  1. End Date: The end date of services shall be the last day of the period covered by the most recent recurring monthly pier rental subscription fee paid by the Customer.


  1. Disassembly and Repatriation: The Customer’s equipment will be disassembled by the Company and shipped back to the Customer upon termination. The Customer is responsible for the costs of disassembling, repackaging, and repatriating the telescope system back to the Customer.


  1. Outstanding Fees: All outstanding fees must be paid by the Customer before the telescope system is released for shipment back to the Customer.


  1. Ownership of Equipment: The telescope system remains the property of the Customer. If the Customer fails to collect the system, or otherwise provide means to return the equipment to the Customer, within ninety (90) calendar days after the termination date, the Customer will forfeit their equipment. At the Company’s discretion, the Company may dispose of the system and apply the proceeds towards any outstanding fees and balances.


  1. Customer Responsibilities


  1. Payment Obligation: The Customer agrees to make all payments on time and in good faith. If any amounts remain outstanding for more than thirty (30) days after the time for payment, the Company may suspend the Hosting Services until payment has been received in full. Customer equipment will remain in the Company's custody until all outstanding balances have been settled.


  1. Equipment: The Customer is responsible for delivering their telescope equipment to the Company's facility in good working order. The Customer must provide accurate and complete information about the equipment and its conditions and requirements.


  1. Shipping Costs: The Customer agrees to pay for all transportation, and importation costs if applicable, associated with shipping of the telescope system to the Company’s site and facilities, including, but not limited to, local, regional or national taxes, custom fees, and duties. In the event the Company incurs any such costs on behalf of the Customer, the Customer must reimburse the Company in full within seven (7) business days of receiving a written request to do so.


  1. Software: The Customer shall be responsible for supplying all software including a computer operating system and astronomy related software, including telescope automation software, which includes the installation, configuration, and ongoing maintenance thereof, unless otherwise provided by the Company.


  1. Internet Usage: The Customer shall be responsible for using the Company-provided internet connection in a reasonable and responsible manner. As the internet access is shared among multiple users, the Customer must ensure that their usage does not monopolize bandwidth or negatively impact other users. The Customer is expected to limit their data transfer rate to only what is necessary for their operations. The Company reserves the right to implement bandwidth profiling measures to restrict excessive or uncontrolled usage in order to protect the integrity and performance of the network for all users.


  1. Compliance with Laws: The Customer agrees to comply with all applicable laws and regulations in connection with the use of the Company's services.


  1. Insurance: While insurance is not mandatory for Customers at the Company’s site and facilities, it is recommended for the Customer’s peace of mind. The Customer acknowledges that the Company is not responsible for insuring the Customer's telescope equipment, and that the responsibility for insuring the Customer’s telescope equipment falls wholly upon the Customer.


  1. Special Requirements: The Customer must provide the Company with any special installation or ongoing maintenance requirements.


  1. Documentation: The Customer must provide a full inventory including serial numbers, condition reports, and photos of each item.


  1. Flat Panel Light Control: The Customer shall be solely responsible for ensuring that their flat panels do not emit any light, either intentionally or unintentionally, within the observatory after the commencement of astronomical dark. The Customer agrees that any breach of this policy will result in the permanent removal of the Customer's flat panel by the Company. The Customer shall bear all costs associated with the return shipment of the flat panel.


  1. Company Responsibilities


  1. Company Provided Equipment: The Company agrees to provide a steel pier, a machine top plate, access to electricity and internet (both Ethernet connection and WiFi) to the Customer.


  1. Security: The Company will take reasonable measures to ensure the physical security of the Customer's equipment at its facility.


  1. Uptime: The Company will use commercially reasonable efforts to ensure the availability of the hosting services, except for scheduled maintenance and events beyond the Company's control.


  1. Liability: The Company will not be liable for any loss or damage to the Customer's equipment unless caused by the Company's gross negligence or willful misconduct.


  1. Technical Support: The Company will provide technical support for Customers utilizing its observatory facilities. All support requests must be logged via the Company’s support ticketing system and will be prioritized based on the level of urgency by the Company’s technicians at their sole discretion.


  1. Procurement on Behalf of Customer: The Company may, at the Customer’s sole expense, procure any equipment needed for hosting on the request of the Customer. The terms of sales will be negotiated by separate agreement. For the avoidance of doubt, any such equipment would be included as part of the Customer’s telescope system, and ownership would lie with the Customer.


  1. Installation and Configuration


  1. Installation: The Company will install the Customer’s telescope system within thirty (30) days of arrival, provided all necessary facilities are in place. The initial installation will include assembly and installation of the telescope system and getting the system polar aligned. Additional technical services are available at the rates specified in the pricing schedule in Exhibit A.


  1. No Self-Installation: The Customer does not have the right to self-install their telescope system at the Company's site and facilities. All installation activities must be conducted exclusively by the Company’s personnel or authorized agents. Any exceptions to this policy require the prior written consent of the Company.


  1. Customer Collaboration: The Company will work with the Customer to ensure that the initial installation has successfully made the telescope system remotely operable by the Customer.


  1. Storage of Non-Installed Equipment: The Company shall not be obligated to store any hard cases, containers, shipping boxes, or other equipment that is not installed on the Customer's rented pier. The Customer shall be responsible for all costs and logistics, including but not limited to providing a prepaid shipping label, for the return of any such equipment to the Customer.


  1. Facilities Management


  1. Routine Inspections: The Company will conduct routine inspections and minor repairs to the facilities and their connection to the Customer's telescope equipment.


  1. Technical Support: The Company will be available to provide assistance with troubleshooting and resolve technical issues related to the hosted equipment. Support requests must be logged via the Company’s support ticketing system and will be prioritized based on urgency, determined solely at the Company’s discretion.


  1. Additional Services: Any additional services requested by the Customer, such as advanced configurations, repairs, or upgrades, may be provided at the rates specified in the pricing schedule in Exhibit A. These services will be subject to the availability of Company resources and may require additional time for completion.


  1. Proactive Maintenance: The Company may perform urgent maintenance or alterations to the Customer's telescope system without prior consent if it is deemed critical to the safety of the Customer's telescope system, other Customer's telescope systems, or to the Company’s facilities.


  1. Site Access


  1. Access Restrictions: Customers will not have access to the site. Any exceptions to this policy, granted exclusively at the Company's discretion, will require advance written consent from Company personnel.


  1. Site Safety: The Customer must comply with all safety procedures and protocols while on site.


  1. Liability: The Company shall not be liable for any damages or injuries incurred by the Customer while on site.


  1. No Representations or Warranties on Environmental Factors


  1. The Company makes no representations or warranties regarding the number of clear nights, the quality of the sky, the darkness of the skies, or any other environmental factors that are beyond the Company's control. The Customer acknowledges and accepts that these factors can vary and are subject to natural and environmental conditions which the Company cannot influence. Consequently, the Company shall not be held liable for any lack of clear nights, poor sky quality, light pollution, or any other similar issues that may impact the performance or results of the Customer's telescope system while hosted at the Company's facilities.


  1. Transfer of Ownership


  1. Notification and Approval: In the event that an existing Customer ("Selling Customer") decides to sell or transfer ownership of their installed equipment to another party ("Purchasing Customer"), the Selling Customer must provide the Company with at least thirty (30) days' prior written notice of the intended transfer. This notice must include the details of the Purchasing Customer and the proposed date of transfer.


  1. New Customer Onboarding: If the Purchasing Customer is not an existing customer of the Company ("New Customer"), they must complete the Company’s standard onboarding process, including agreeing to the terms of this Agreement and providing all necessary documentation and information required by the Company. The Company reserves the right to approve or reject the New Customer at its sole discretion.


  1. Existing Customer Transfer: If the Purchasing Customer is already an existing customer of the Company ("Existing Customer"), the transfer of ownership will be subject to the Company’s approval. The Existing Customer must confirm in writing their acceptance of the transfer and their willingness to assume all responsibilities and obligations associated with the equipment as outlined in this Agreement.


  1. Transfer of Liabilities: Upon the effective date of the transfer, all liabilities, obligations, and responsibilities associated with the equipment shall be transferred from the Selling Customer to the Purchasing Customer. This includes, but is not limited to, any outstanding fees, maintenance responsibilities, and compliance with all terms and conditions of this Agreement.


  1. Outstanding Fees and Payments: Any outstanding fees or payments owed by the Selling Customer must be settled in full prior to the completion of the transfer. The Company will not approve the transfer of ownership until all such fees and payments have been fully paid.


  1. Equipment Condition: The Selling Customer must ensure that the equipment being transferred is in good working condition at the time of transfer. The Company reserves the right to inspect the equipment and may require any necessary repairs or maintenance to be completed at the Selling Customer's expense prior to approving the transfer.


  1. Continuation of Services: The transfer of ownership will not interrupt the hosting services provided by the Company, provided that all conditions and requirements outlined in this clause are met. The Purchasing Customer will continue to receive the same level of service under the existing terms of this Agreement.


  1. Indemnification: The Selling Customer agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or in connection with the transfer of ownership, including any disputes between the Selling Customer and the Purchasing Customer.


  1. Documentation: Both the Selling Customer and the Purchasing Customer must execute any documents or agreements required by the Company to formalize the transfer of ownership and the assumption of liabilities by the Purchasing Customer.


  1. Confidentiality and Intellectual Property


  1. Confidential Information: Each party agrees to protect the other's confidential information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.


  1. Use of Confidential Information: Confidential information may be used only for the purposes of this Agreement and may not be disclosed to any third party without the disclosing party's prior written consent.


  1. Data Privacy: The Company shall delete all personal data relating to the Customer after the termination date if requested by the Customer, in compliance with applicable data protection laws.


  1. Data Ownership: Any data produced by the Customer's telescope system is the intellectual property of the Customer. The Company will not use, publish, or access this data without the Customer's written permission.


  1. Software Access: The Company may access the Customer's software for the purposes of providing the hosting services.


  1. Marketing Use: The Customer gives explicit consent for the usage of any images containing their telescope systems by the Company for the purposes of marketing and any other generally accepted or reasonable uses.


  1. Limitation of Liability


  1. The only conditions and warranties binding on the Company with respect to the state, quality, or condition of the goods or services provided are those imposed by law. The Company is not responsible for any losses, damages, or delays resulting from incorrect supply of parts, missing cables, incorrect power supplies, wiring or connectivity diagrams, design defects, or manufacturing defects that render the telescope system unable to be installed correctly at the Company’s facility.


  1. If goods provided by the Company are not manufactured by the Company, the Customer acknowledges that the manufacturer’s warranty is the only warranty applicable. Upon the Customer's request, the Company will assign to the Customer any assignable warranty or entitlement granted by the manufacturer.


  1. In the event of a design or manufacturing defect, the Customer must resolve the issue with the manufacturer. During this period, any work performed by the Company will be charged at the service fee rate specified in Exhibit A. The Company may, at its sole discretion, reduce hosting fees temporarily until the issue is resolved.


  1. The Company's liability for any breach of service provisions of this Agreement is limited, at the Company's option, to refunding the price of the services in question.


  1. The Customer acknowledges that the Company relies on third parties to provide services and is not liable for any acts or omissions by such third parties, nor for any delays or failures in service provision.


  1. The Company does not guarantee the performance of the telescope system or any components under environmental conditions at observing locations. It is highly recommended that quality and proven parts are used for installation.


  1. The Customer must ensure that the telescope equipment is packed correctly for international shipment to withstand rough handling. The Company accepts no responsibility for any damages incurred during shipping.


  1. The Customer acknowledges and accepts that:


  1. Reasonable wear and tear of the equipment, such as dirt, dust, and marring, is to be expected during the course of telescope hosting.


  1. The Company makes no warranty or guarantee regarding the performance of the telescope system in the event of hardware or software malfunctions post-installation. Such events do not release the Customer from their obligations under this Agreement.


  1. The Company makes no warranty or guarantee regarding weather conditions, astronomical transparency, or local seeing at the Company’s facility. The Customer acknowledges and accepts that these factors can vary and are subject to natural and environmental conditions which the Company cannot influence. Consequently, the Company shall not be held liable for any lack of clear nights, poor sky quality, light pollution, or any other similar issues that may impact the performance or results of the Customer's telescope system while hosted at the Company's facilities.


  1. The Company does not guarantee the availability or accuracy of weather instrumentation on site.


  1. The Company may disconnect or remove the Customer’s computer from the network if a virus or security breach is suspected until the issue is resolved.


  1. The Company is not responsible for supporting new or beta products supplied by the Customer, defined as products less than 18 months old from their official market release. Any support for such equipment will be charged at the service fee rate in Exhibit A.


  1. The Company’s facility is designed for robotic automated telescope systems, and the Company does not permit the use of any telescope system for other purposes under this Agreement.


  1. The Company does not guarantee continuous or fault-free provision of services.


  1. The Company will disconnect and power down the Customer’s telescope system during lightning storms or the threat of such storms, when safe to do so, until the weather event has subsided.


  1. The Customer must test all aspects of their telescope system before shipping to the hosting site, including optics, cameras, hardware accessories, and software for suitability in a remote operating environment, unless the Company has procured the telescope on behalf of the Customer.


  1. The Company shall not be liable for any injuries or death of any employee of the Company or a third party acting on behalf of the Company at the Company’s facility while managing the Customer's telescope system.


  1. Indemnification


  1. The Customer agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the Customer's use of the Company's services, including any breach of this Agreement by the Customer.


  1. Disputes


  1. Negotiation: Any dispute arising from or related to this Agreement shall first be attempted to be resolved through good faith negotiations between senior executives of the parties.


  1. Arbitration: If negotiation fails, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) in Travis County, Texas. The arbitrator's decision shall be final and binding, and may be entered as a judgment in any court of competent jurisdiction.


  1. Injunctive Relief: Either party may seek injunctive relief in any court of competent jurisdiction if necessary to protect its rights pending the completion of the dispute resolution procedures.


  1. Costs and Fees: Each party shall bear its own costs for negotiation and mediation. Arbitration costs, including arbitrator fees, shall be shared equally unless otherwise decided by the arbitrator.


  1. Waiver of Jury Trial: Each of the Parties hereto hereby voluntarily and irrevocably waives trial by jury in any action or proceeding (whether in tort, contract or otherwise) brought in connection (directly or indirectly) with this Agreement or any of the transactions contemplated thereby.


  1. Miscellaneous


  1. Governing Law: This Agreement shall be construed in accordance ‎with the substantive laws of the State of Texas, without regard to the conflict of law principles ‎thereof, and Contractor hereby consents to personal jurisdiction and venue in the State and ‎Federal courts of or for Travis County, Texas, and waives any argument that such venue is improper or inconvenient.‎


  1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding the subject matter of this Agreement.


  1. Amendments: This Agreement may be amended only by a written document signed by both parties.


  1. Severability and Reformation: Each provision of this Agreement is severable ‎from the others, and if any provision of this Agreement is held to be illegal, invalid or ‎unenforceable under present or future laws effective during the term hereof, such provision shall ‎be first reformed, if possible, so as to be valid and enforceable while giving maximum effect, to ‎the extent permitted under law, to the intentions of the parties as expressed herein; and if such ‎reformation is not possible, shall be severed, whereupon this Agreement shall be construed and ‎enforced as if such illegal, invalid or unenforceable provision had never been a part of this ‎Agreement; and the remaining provisions shall remain in full force and effect.‎


  1. Assignment: Except as set forth herein, the Customer may not assign this Agreement, or any duties or obligations hereunder, without the express prior written consent of the Company. The Company may freely assign this Agreement, in whole or in part, at any time without the consent of the Customer.  Any assignment in violation of this provision shall be null and void. This Agreement shall be inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.


  1. Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by certified or registered mail, return receipt requested, to the addresses specified by the parties.


[Signature Page(s) Follows]




IN WITNESS THEREOF, the undersigned have duly executed and delivered this Agreement as of the date first set forth above.



CUSTOMER




By: ___________________________


Name: ___________________________


Date: ___________________________

STARFRONT OBSERVATORIES




By: ___________________________


Name: ___________________________


Date: ___________________________

Exhibit A

Pricing Schedule



Monthly recurring pier rental fee:

  • Lite pier: $199 / mo

  • Standard pier: $299 / mo

  • Heavy pier: $399 / mo


Installation fee:

  • Lite pier: $199

  • Standard pier: $299

  • Heavy pier: $399


Piggyback telescope fee:

  • +$100 / mo for all pier types

  • Each piggy back system will include an additional installation fee (e.g., two telescopes on a Lite pier would be $199 * 2 = $398)


Basic technical support

  • Cost is included in monthly pier rental fee

  • Includes, but is not limited to, the addition and removal of lens caps for calibration frames, the unplugging of USB cables, the power cycling of system components, camera rotations, filter changes, sanity checks, etc. 


Advanced technical support

  • $50 / hour

  • Includes, but is not limited to, collimation, tip tilt, setup changes, etc.


Disassembly fee:

  • Lite pier: $199

  • Standard pier: $299

  • Heavy pier: $399