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IO Aerospace - General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE
Effective Date: 08 April 2026 | Version 1.1

1. Definitions
For the purposes of these General Terms and Conditions of Sale (hereinafter "Terms"), the
following definitions apply:
"Provider" means IO Aerospace, a French micro-entreprise (SIRET: 523 747 178 00052),
whose registered office is located at 130 chemin des horts, 30670 Aigues-Vives, France. The
Provider is the publisher of the IO.Astrodynamics software framework and represents that it
owns or controls the rights necessary to license the Products under these Terms.
"Client" means any legal entity or natural person acting in a professional capacity who
subscribes to or uses any of the Provider's paid Products. These Terms are strictly B2B;
consumer protection regulations do not apply.
"Products" means, collectively, the Software Licenses (Community, Pro, Enterprise), the
REST API Service, and the MCP Server Service, as further described in Section 3.
"Software" means the IO.Astrodynamics framework, a .NET astrodynamics library built on
NASA/JPL NAIF SPICE technology, distributed as NuGet packages.
"Community Edition" means the version of the Software released under the GNU Lesser
General Public License version 2.1 (LGPL-2.1), freely available from the Provider's public
repositories.
"Pro Edition" means the version of the Software containing additional proprietary features,
accessible only under a valid paid license subscription.
"Enterprise Edition" means a customized version of the Software provided under a separate
agreement negotiated on a case-by-case basis.
"License Key" means the RSA-2048 cryptographic key file delivered to the Client upon
subscription, enabling offline validation of the Pro Edition license. No activation server, phone-
home mechanism, or telemetry is involved.
"Named User" or "Seat" means a single, identified individual developer authorized to use the
Pro Edition under the Client's subscription.
"Customer Admin" means the single point of contact designated by the Client for
administrative matters, including support contact management and license administration.
"Support Contact" means an individual authorized to submit technical support requests on
behalf of the Client, as further defined in Section 9.
"API Key" means the unique authentication credential issued to the Client for accessing the
REST API Service or the MCP Server Service.
"SaaS Services" means, collectively, the REST API Service and the MCP Server Service.
"Pricing Page" means the page on the Provider's website (io-aerospace.org or any
successor URL) listing current prices, plans, and subscription options. The Pricing Page is
incorporated by reference into these Terms.
"Trial Period" means the initial thirty (30) calendar day period during which the Client may
evaluate the Pro Edition at no charge, as described in Section 5.1.

2. Scope and Acceptance
2.1. These Terms govern all commercial relationships between the Provider and the Client
relating to the paid Products offered by IO Aerospace. They apply to all orders, subscriptions, and
usage of the Products, whether purchased directly through the Provider's website, by email, or
through any other channel.
2.2. By subscribing to any paid Product, placing an order, or using a paid Product after the expiry
of a Trial Period, the Client unconditionally accepts these Terms in their entirety. Any conflicting
terms in the Client's own purchase orders or general terms are expressly excluded unless
explicitly accepted in writing by the Provider.
2.2.1. If an individual subscribes in their own name for professional purposes, that individual
represents and warrants that the purchase is made in a professional capacity and not as a
consumer. If an individual places an order on behalf of an organization, that individual represents
and warrants that they have authority to bind that organization to these Terms.
2.3. These Terms do not apply to the Community Edition, which is governed exclusively by the
LGPL-2.1 license. Nothing in these Terms restricts, limits, or modifies the rights granted to the
Client under the LGPL-2.1 with respect to the Community Edition components.
2.4. The Provider reserves the right to amend these Terms at any time. The Client will be notified
of material changes at least thirty (30) calendar days before they take effect. Continued use of the
Products after the effective date of the amended Terms constitutes acceptance.

3. Products and Services
3.1. Software Licenses
The Provider offers the Software under three editions:
(a) Community Edition. Released under LGPL-2.1. Free of charge. No support included.
Governed exclusively by the LGPL-2.1 license, not by these Terms.
(b) Pro Edition. Proprietary license. Requires a paid annual subscription per Named User.
Includes access to advanced features as described on the Provider's website and Pricing Page.
Delivered via private NuGet feed or direct .nupkg file delivery. Technical support included as
defined in Section 9.
(c) Enterprise Edition. Custom scope and pricing, negotiated and governed by a separate
written agreement. Where such a separate agreement conflicts with these Terms, the separate
agreement prevails.
3.2. LGPL-2.1 / Proprietary Coexistence
3.2.1. The Pro Edition builds upon and extends the Community Edition. The Pro Edition package
includes both LGPL-2.1-licensed components (the Community layer) and proprietary components
(the Pro features). These components are clearly identified in the Software's documentation and
package metadata.
3.2.2. The Client's rights under the LGPL-2.1 with respect to the Community components remain
unaffected by the Pro license or these Terms. The Client may at all times exercise its LGPL-2.1
rights (including the right to reverse-engineer for debugging, the right to replace Community
components with modified versions, and the right to redistribute Community components under
LGPL-2.1) regardless of any Pro Edition subscription.
3.2.3. The proprietary Pro components are licensed, not sold, and are subject to the restrictions
set forth in Section 6. The Client may not redistribute, decompile, or reverse-engineer the
proprietary Pro components except as expressly permitted by applicable mandatory law.
3.3. REST API Service (SaaS)
3.3.1. The Provider offers (or will offer) access to the Software's functionality through a hosted
REST API, accessible via API Key. The REST API is hosted within the European Economic Area
(EEA).
3.3.2. Billing for the REST API Service is based on usage (per-request) or subscription, as
described on the Pricing Page. Specific terms, including rate limits, availability targets, and
acceptable use, will be published on the Provider's website prior to commercial launch.
3.4. MCP Server Service
3.4.1. The Provider offers (or will offer) a Model Context Protocol (MCP) server enabling AI
models to query the Software's capabilities via a standardized protocol. The MCP Server is
hosted within the EEA and is accessible via API Key.
3.4.2. Billing terms for the MCP Server Service will be published on the Pricing Page prior to
commercial launch.

4. Orders and Subscription
4.1. Orders for Pro Edition licenses are placed through the Provider's website or by contacting the
Provider directly. Each order specifies the number of Named User Seats.
4.2. The subscription term is twelve (12) months from the activation date (the "Subscription
Period"). Payment may be made as a single annual payment or in monthly installments, as
selected by the Client at checkout, both via the Stripe payment platform.
4.3. The subscription renews automatically for successive twelve-month periods unless either
party gives written notice of non-renewal at least thirty (30) calendar days before the end of the
current Subscription Period. Notice must be sent to the Provider by email to the address listed on
the Provider's website.
4.4. The Client may add Named User Seats during a Subscription Period. Additional Seats are
billed pro rata for the remainder of the current period and at the then-current rate.
4.5. The Client may not reduce the number of Named User Seats during a Subscription Period.
Any reduction takes effect at the next renewal.

5. Trial Period and Pricing
5.1. Trial Period
5.1.1. The Provider offers a free Trial Period of thirty (30) calendar days for the Pro Edition.
During the Trial Period, the Client receives a time-limited License Key enabling full access to the
Pro Edition features.
5.1.2. At the end of the Trial Period, the License Key expires automatically. To continue using the
Pro Edition, the Client must subscribe to a paid plan. No payment information is collected during
the Trial Period.
5.1.3. The Trial Period is offered once per Client (identified by legal entity). The Provider reserves
the right to refuse a Trial Period if it determines, in its reasonable discretion, that the request is
abusive.
5.2. Pricing
5.2.1. Current prices for all Products are published on the Pricing Page. All prices are stated in
euros (EUR), exclusive of applicable taxes (VAT, GST, or equivalent). The Client is responsible
for any applicable taxes.
5.2.2. The Provider may modify prices at any time. Price changes take effect for new
subscriptions immediately and for existing subscriptions at the next renewal. The Client will be
notified of price changes at least thirty (30) calendar days before the renewal date.
5.2.3. Special promotional pricing (e.g., Founder pricing) is limited in availability and subject to
specific conditions published on the Pricing Page. Unless expressly stated otherwise in the
promotional offer, Founder pricing applies only during the initial twelve (12) month Subscription
Period and the subscription renews thereafter at the then-current standard rate.

6. License Grant and Restrictions
6.1. Pro Edition License Grant
6.1.1. Subject to payment of the applicable subscription fees and compliance with these Terms,
the Provider grants the Client a non-exclusive, non-transferable, non-sublicensable license to use
the Pro Edition for the number of Named Users specified in the Client's subscription, for the
duration of the Subscription Period.
6.1.2. Each License Key is bound to a single Named User. The Client shall not share, transfer, or
reassign a License Key to a different individual more than once per calendar month. The
Customer Admin must notify the Provider of any reassignment.
6.1.3. Because the Pro Edition license validation operates entirely offline, the Client shall maintain
accurate internal records of its current Named Users. Upon the Provider's reasonable written
request, not more than once per calendar year unless there is a good-faith suspicion of material
overuse, the Client shall provide a written certification signed by the Customer Admin confirming
that the number of active Named Users does not exceed the number of subscribed Seats.
6.2. Restrictions
The Client shall not, and shall not permit any third party to:
•Redistribute, sublicense, rent, lease, or lend the Pro Edition or any License Key to any
third party;
•Reverse-engineer, decompile, or disassemble the proprietary components of the Pro
Edition, except to the extent expressly permitted by applicable mandatory law (this
restriction does not apply to LGPL-2.1-licensed Community components);
•Remove, alter, or obscure any proprietary notices, license information, or attributions in
the Software;
•Use the Pro Edition as a hosted, managed, or outsourced service for third parties where
the primary purpose is to commercialize the Pro Edition itself or substantially similar
functionality, except as expressly authorized in writing by the Provider;
•Circumvent, disable, or tamper with the license validation mechanism;
•Use a single Named User license for shared, pooled, or concurrent use by multiple
individuals.
6.3. SaaS Services License
6.3.1. Subject to payment and compliance with these Terms, the Provider grants the Client a non-
exclusive, non-transferable right to access and use the SaaS Services via API Key for the Client's
internal business purposes.
6.3.2. The Client shall not share API Keys with third parties, use the SaaS Services to build a
competing product, or exceed the usage limits associated with the Client's plan.

7. Payment
7.1. All payments are processed through the Stripe payment platform. Payment is due
immediately upon subscription or renewal. For monthly installment plans, each installment is due
on the monthly anniversary of the subscription start date.
7.2.1. Any invoice or installment not paid on its due date shall automatically bear late-payment
interest, without prior reminder, at a rate equal to three (3) times the French legal interest rate. In
addition, a fixed recovery indemnity of forty (40) euros shall be due for each late-paid invoice,
without prejudice to any additional compensation available under applicable law where the actual
recovery costs exceed that amount.
7.2.2. If a payment fails, the Provider will notify the Client and allow a grace period of fifteen (15)
calendar days to remedy the failure. If payment is not received within the grace period, the
Provider may suspend access to the Pro Edition and/or SaaS Services without further notice.
7.3. Subscriptions are non-refundable, except as otherwise expressly provided in Sections 10.2.2
and 15.3 or as required by applicable mandatory law. The Client acknowledges that, as a
business-to-business transaction, the statutory right of withdrawal applicable to consumer
contracts does not apply.
7.4. For Enterprise Edition clients, payment terms are defined in the separate written agreement.
In the absence of specific terms, invoices are payable within thirty (30) calendar days of the
invoice date.

8. Delivery
8.1. Pro Edition License Keys and NuGet feed access credentials are delivered electronically,
typically within one (1) business day following receipt of payment. During the Trial Period, delivery
is immediate upon request approval.
8.2. SaaS Services API Keys are delivered electronically upon subscription activation.
8.3. The Client is solely responsible for the security and confidentiality of its License Keys, API
Keys, and NuGet feed credentials. Any use of the Products through the Client's credentials is
deemed authorized by the Client.

9. Technical Support
9.1. Support Scope
9.1.1. Technical support is included with active Pro Edition and SaaS subscriptions, limited to the
following scope:
•Integration assistance (using the Software within the Client's .NET environment);
•API usage guidance (REST API and MCP Server);
•Bug reports and defect resolution;
•Documentation clarification.
9.1.2. The following services are expressly excluded from included support and are available only
as separate paid consulting engagements:
•Space mission design, analysis, or advisory;
•Training and onboarding sessions;
•Debugging or reviewing the Client's own application code;
•Custom feature development;
•Performance optimization of the Client's specific deployment.
9.2. Support Contacts
9.2.1. The Client is entitled to a number of Support Contacts equal to the number of Named User
Seats in the Client's subscription (N Seats = N Support Contacts).
9.2.2. Support Contacts are identified by email address. The first N distinct email addresses that
contact support are automatically enrolled as the Client's Support Contacts (auto-enrollment).
9.2.3. The Client shall designate one (1) Customer Admin. Only the Customer Admin may
request changes to the Support Contact list (replacements). Replacements are limited to one (1)
per calendar month per Seat (twelve per year maximum per Seat).
9.2.4. Support requests from non-enrolled email addresses will be redirected to the Client's
existing Support Contacts or Customer Admin.
9.3. Response Time
9.3.1. The Provider targets an initial response time of forty-eight (48) business hours for all
support requests submitted by eligible Support Contacts. This target is a reasonable commercial
objective, not a guaranteed service level. The Provider operates as a sole-proprietor business
and response times may be longer during periods of high demand, holidays, illness, or other
unavailability.
9.3.2. No penalty, credit, or remedy is attached to any failure to meet the response time target.
9.4. Support Channels
Support requests must be submitted by email to the address published on the Provider's website.
The Provider may, at its discretion, offer additional support channels (e.g., a ticketing system) in
the future.

10. Service Availability and Continuity
10.1. SaaS Availability
10.1.1. The Provider will use commercially reasonable efforts to maintain the availability of the
SaaS Services. However, the Provider does not guarantee any specific uptime percentage or
service level.
10.1.2. The Provider may perform scheduled maintenance with reasonable advance notice.
Emergency maintenance may be performed without prior notice.
10.2. Sole Proprietor Continuity
10.2.1. The Client acknowledges that the Provider is currently operated as a sole-proprietor
micro-entreprise (micro-entreprise unipersonnelle). As such, service availability, support
responsiveness, and development velocity may be affected by the sole operator's personal
circumstances, including but not limited to vacation, illness, parental leave, or other temporary
unavailability.
10.2.2. In the event of extended unavailability (exceeding thirty (30) consecutive calendar days),
the Provider will use reasonable efforts to (a) notify affected Clients, and (b) extend Subscription
Periods by the duration of the unavailability at no additional cost.
10.2.3. In the event of permanent cessation of activity, the Provider will use reasonable efforts to
(a) provide at least ninety (90) calendar days' advance notice, and (b) maintain access for active
subscribers, during that notice period, to the last released version of the Pro Edition made
available under their then-current subscription. This clause constitutes a best-effort commitment,
not a binding service continuity obligation.

11. Intellectual Property
11.1. The Provider retains all right, title, and interest in and to the Software (including both the
Community and Pro proprietary components to the extent owned or controlled by the Provider),
the SaaS Services, the MCP Server, all related documentation, trade names, trademarks, and
logos. Nothing in these Terms constitutes a transfer or assignment of intellectual property rights.
11.2. The Client retains all rights to its own data, applications, and outputs generated using the
Software or SaaS Services. The Provider claims no rights over the Client's data or computational
results.
11.3. The Client grants the Provider no license to the Client's data, except the limited, temporary
right to process data submitted to the SaaS Services for the sole purpose of delivering the
requested computation and returning results. The Provider does not store, retain, or use Client
data beyond the immediate processing of each request, unless otherwise agreed in writing.
11.4. The LGPL-2.1 license granted on the Community Edition is irrevocable as per the terms of
the LGPL-2.1 itself. Termination of a Pro subscription does not affect the Client's LGPL-2.1 rights
over the Community components.

12. Disclaimer of Warranties
12.1. THE SOFTWARE AND SAAS SERVICES ARE PROVIDED "AS IS" AND "AS
AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2. THE SOFTWARE IS NOT CERTIFIED FOR FLIGHT-CRITICAL, SAFETY-CRITICAL, OR
LIFE-CRITICAL APPLICATIONS. The Provider makes no representation or warranty that the
Software is suitable for use in operational spacecraft command and control, autonomous
navigation, real-time flight dynamics, or any application where a software defect could result in
loss of life, physical injury, or significant property damage.
12.3. THE CLIENT IS SOLELY AND ENTIRELY RESPONSIBLE FOR VALIDATING ALL
COMPUTATIONAL RESULTS produced by the Software or SaaS Services before use in any
application. Independent Verification and Validation (IV&V) is the Client's responsibility. The
Provider recommends cross-checking results against authoritative sources (e.g., JPL Horizons,
GMAT, or equivalent industry-standard tools).
12.4. The algorithms implemented in the Software are based on publicly available scientific
literature and the NASA/JPL NAIF SPICE toolkit. While the Provider strives for accuracy,
computational results may contain errors. The Client assumes all risk associated with using the
Software and its outputs.

13. Limitation of Liability
13.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER'S
TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE
CLIENT TO THE PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.2. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, BUSINESS
INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
ANY DAMAGE ARISING FROM RELIANCE ON COMPUTATIONAL RESULTS, EVEN IF THE
PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3. The limitations in this Section 13 apply even if a limited remedy fails of its essential purpose.
They reflect the allocation of risk between the parties and are an essential element of the basis of
the bargain.
13.4. Nothing in these Terms excludes or limits the Provider's liability for (a) fraud or willful
misconduct, (b) death or personal injury caused by negligence, or (c) any other liability that
cannot be excluded or limited under applicable mandatory law.

14. Data Protection and Privacy
14.1. The Software (Community and Pro Editions) operates entirely offline. It does not collect,
transmit, or process any personal data. The License Key validation is performed locally using
RSA-2048 cryptographic verification with no network communication.
14.2. The SaaS Services (REST API and MCP Server) process computational data submitted by
the Client (orbital parameters, ephemeris data, trajectory inputs, etc.). This data is not expected
to contain personal data. The Provider processes such data solely for the purpose of performing
the requested computation and returning results.
14.3. The Provider does not persistently store Client computational data beyond the duration of
each API request, unless explicitly agreed otherwise in writing. The Provider may retain limited
technical logs strictly necessary for security, reliability, abuse prevention, and incident diagnosis,
such logs being limited in principle to operational metadata, warnings, and error information and
not intended to preserve prompts or full computational payloads.
14.4. To the extent any personal data is processed (e.g., Client account information, billing data,
Support Contact email addresses), such processing is performed in accordance with Regulation
(EU) 2016/679 (GDPR). The Provider's Privacy Policy, available on the Provider's website,
describes the categories of personal data collected, the purposes and legal bases of processing,
data retention periods, and data subject rights.
14.5. The Client shall not submit personal data to the SaaS Services unless such processing has
been expressly agreed in writing by the Provider. Where the parties agree that personal data may
be processed through the SaaS Services, they shall execute a Data Processing Agreement
compliant with Article 28 GDPR before such processing commences.
14.6. The SaaS Services are hosted within the European Economic Area (EEA). No Client data is
transferred outside the EEA unless required by law or explicitly agreed with the Client, in which
case appropriate safeguards under GDPR Chapter V shall be implemented.
15. Termination
15.1. Either party may terminate a subscription by providing written notice of non-renewal at least
thirty (30) calendar days before the end of the current Subscription Period, as described in
Section 4.3.
15.2. The Provider may suspend or terminate the Client's access to the Products immediately,
without prior notice, in the event of:
•Material breach of these Terms by the Client, including unauthorized redistribution, license
sharing, or circumvention of the license mechanism;
•Non-payment after the grace period defined in Section 7.2.2;

Use of the Products for unlawful purposes or in violation of applicable export control
regulations.
15.3. Upon termination or non-renewal:
•The Client's License Key(s) will expire and the Client must cease all use of the Pro Edition
proprietary components;
•API Keys for SaaS Services will be deactivated;
•The Client retains all rights under LGPL-2.1 for the Community Edition components;
•The Client retains ownership of all data and outputs generated prior to termination;
•No refund is due for the unexpired portion of the Subscription Period, except in the case of
termination by the Provider without cause.
15.4. Sections 1, 6.2, 11, 12, 13, 14, 16, and 17 survive termination of these Terms.
16. Governing Law and Dispute Resolution
16.1. These Terms are governed by and construed in accordance with the laws of France,
without regard to its conflict of law principles.
16.2. In the event of any dispute arising out of or in connection with these Terms, the parties shall
first attempt to resolve the matter amicably through good-faith negotiation for a period of thirty
(30) calendar days following written notice of the dispute.
16.3. If the dispute is not resolved within the negotiation period, it shall be submitted to the
exclusive jurisdiction of the competent courts of Nimes, France (Tribunal de Commerce de Nimes
or Tribunal Judiciaire de Nimes, as applicable).
16.4. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is
expressly excluded.

17. General Provisions
17.1. Entire Agreement. These Terms, together with the Pricing Page, the Privacy Policy, and any
applicable Enterprise agreement, constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior or contemporaneous communications
and proposals, whether oral or written.
17.2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the
remaining provisions shall continue in full force and effect. The invalid provision shall be replaced
by a valid provision that most closely reflects the original intent.
17.3. Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a
waiver of that provision or the right to enforce it subsequently.
17.4. Assignment. The Client may not assign or transfer these Terms or any rights hereunder
without the Provider's prior written consent. The Provider may assign these Terms in connection
with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee
assumes all obligations under these Terms.
17.5. Force Majeure. Neither party shall be liable for any failure or delay in performance due to
circumstances beyond its reasonable control, including but not limited to natural disasters,
pandemics, government actions, war, terrorism, labor disputes, power failures, or internet
disruptions.
17.6. Notices. All notices under these Terms must be in writing and sent by email to the
addresses designated by each party. Notices to the Provider shall be sent to the email address
published on the Provider's website. Notices to the Client shall be sent to the email address
provided at subscription.
17.7. Language. These Terms are drafted in English. In the event of any conflict between the
English version and any translation, the English version shall prevail.
17.8. Independent Contractors. The parties are independent contractors. Nothing in these Terms
creates a partnership, joint venture, agency, or employment relationship.
17.9. Export Controls. The Client acknowledges that the Software may be subject to export
control regulations. The Client shall comply with all applicable export and import laws and
regulations, including but not limited to U.S. Export Administration Regulations (EAR) and EU
dual-use regulations. The Client shall not export or re-export the Software to any sanctioned
country, entity, or individual.

18. Contact Information
For questions about these Terms, licensing, or support:
IO Aerospace
SIRET: 523 747 178 00052
Address: Aigues-Vives, France
Email: contact@io-aerospace.org
Website: https://io-aerospace.org
End of General Terms and Conditions of Sale