Ad Astra Markets

1. Acceptance of Terms

By accessing or using the Ad Astra Markets platform ("Platform"), operated by Ad Astra Markets LLC ("Company," "we," "us," or "our"), you agree to be bound by these Terms & Conditions ("Terms"). If you do not agree to these Terms, you may not use the Platform.

2. Description of Service

Ad Astra Markets provides a group-buying platform that aggregates purchasing demand from independent grocers, restaurants, and other food-service businesses to access wholesale bulk pricing from suppliers. The Platform facilitates commitment rounds in which buyers commit to purchase quantities of goods at listed prices. Orders are only executed when the applicable minimum order thresholds are met and individually approved by each participating buyer.

3. Eligibility

The Platform is intended for use by businesses engaged in the retail sale of groceries, food service, or related commercial activities. By creating an account, you represent and warrant that: (a) you are authorized to act on behalf of the business you register; (b) you are at least 18 years of age; and (c) you possess all licenses and permits required to operate your business in your jurisdiction, including any applicable resale certificates.

4. Account Registration

You must create an account to use the Platform. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. We reserve the right to suspend or terminate accounts that contain inaccurate or fraudulent information.

5. Commitment & Ordering Process

When you commit to purchase an item on the Platform, you are indicating your intent to buy at the listed price and quantity. Commitments are non-binding until a threshold round is completed and you have individually approved the resulting order. Key terms:

Commitment: A declaration of intent to purchase. No payment is collected at this stage.
Threshold: The minimum aggregate order quantity required by the supplier to fulfill an order at the listed bulk price.
Approval Window: Once a threshold is met, participating buyers receive a notification and have twenty-four (24) hours to approve or decline the order.
Order Execution: An order is placed with the supplier only after sufficient approvals are received. If approvals are insufficient, the round resets and no charges are incurred.

6. Pricing & Fees

Prices displayed on the Platform reflect real-time supplier pricing and are subject to change. A service fee of 5% ("Ad Astra Fee") is applied to each approved order to cover platform operations, logistics coordination, and payment processing. All prices are displayed in U.S. dollars. You are responsible for any applicable taxes associated with your purchases.

7. Payment

Payment is collected only after you have explicitly approved an order. We do not auto-bill, auto-charge, or place orders on your behalf without your affirmative consent. Payment terms and accepted methods will be communicated during the approval process. Late or failed payments may result in suspension of your account and access to future commitment rounds.

8. Delivery

Delivery logistics are coordinated by Ad Astra Markets and our third-party logistics partners. Delivery schedules, windows, and instructions are provided during account setup. You are responsible for ensuring that someone is available to receive deliveries at your designated location. Ad Astra Markets is not liable for delays caused by supplier shortages, carrier disruptions, weather, or other events beyond our reasonable control.

9. Cancellation & Refunds

You may withdraw a commitment at any time before a threshold round is completed. Once you approve an order, cancellation is subject to the supplier's cancellation policy. Refunds for defective or incorrect goods will be handled on a case-by-case basis. Contact us at brien@adastramarkets.com to initiate a refund request.

10. Intellectual Property

All content, trademarks, logos, and software associated with the Platform are the property of Ad Astra Markets LLC or its licensors. You may not copy, modify, distribute, or create derivative works from any Platform content without our prior written consent.

11. Limitation of Liability

To the maximum extent permitted by law, Ad Astra Markets LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Platform, including but not limited to loss of profits, business interruption, or loss of data. Our total liability for any claim arising under these Terms shall not exceed the total fees paid by you to the Company in the twelve (12) months preceding the claim.

12. Disclaimer of Warranties

The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, secure, or error-free.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ad Astra Markets LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of your use of the Platform, violation of these Terms, or infringement of any third-party rights.

14. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in San Francisco County, California.

15. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via the Platform or email. Your continued use of the Platform after such modifications constitutes acceptance of the updated Terms.

16. Contact

If you have questions about these Terms, contact us at: brien@adastramarkets.com

Ad Astra Markets LLC
San Francisco Bay Area, California