MASTER TERMS OF SERVICE AGREEMENT
STRATIS IoT, Inc. (“STRATIS”) manages multifamily properties with the help of hardware devices (“Devices”) that may include certain third-party devices, as applicable (“3P Devices”) and both a management and resident mobile software applications (each application, an “App”) available at STRATISIoT.com, partners.STRATISIOT.com, and STRATISSphere.net (“Sites”) or elsewhere. The STRATIS Device, the Apps, and the Sites are collectively referred to herein as the “Service”). This Master Terms of Service Agreement along with the Additional Terms (defined below), as such terms and policies may be updated from time to time (collectively, the “Terms”), governs Your use of the Apps and the STRATIS Service. “You” or “Your” shall mean, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which use the Services.
By downloading an App, visiting the Sites, using a STRATIS Device, or otherwise accessing or using the Service, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use the Service.
USE OF THE SERVICE.
You are solely responsible for the use of the Service. By using the Service you acknowledge that your use of the Service is solely at your own risk. Your use of the App or any other downloadable software components provided by STRATIS is subject to these Terms and any Additional Terms provided by STRATIS.
In addition to these Master Terms of Service, the following additional terms apply to your use of the Service. By using the Service, you agree to be bound by these additional terms (including any age restrictions applicable to use of a particular App or feature of the Service), as applicable, which are incorporated herein by reference (collectively the “Additional Terms”):
End User License Agreement (EULA), which governs your use of software Apps you may obtain from STRATIS;
Billing Agreement, which outlines your financial obligation for using the Services;
Equipment Warranty, which outlines the warranty terms related to any equipment purchased from STRATIS.
Any purchasing terms STRATIS includes when you purchase a STRATIS Device.
Any additional terms or conditions STRATIS may supply from time to time.
In the event of a conflict between the terms and conditions in this document and the terms in any of the Additional Terms, these Master Terms of Service will control.
ORDERING STRATIS DEVICES.
Ordering, Generally. STRATIS may make STRATIS Devices available for purchase through the Sites. Any sale of STRATIS Devices through the Sites or any element of the Service is subject to these Terms, to any Additional Terms, or to any applicable bill of sale or purchase agreement. You agree to pay any amounts and fees STRATIS may charge for your purchase of the STRATIS Device or any associated Apps (a “Payment”). Before you are required to make any Payment, you will have an opportunity to review and accept the amount that you will be charged for such Payment. All Payments are in U.S. Dollars and are non-refundable, except as otherwise provided for by these Terms or any Additional Terms that may apply. STRATIS may change the Payment required for any component of the Service, including by changing the price for each STRATIS Device, on a going-forward basis, at any time. STRATIS will charge the payment method you specify at the time of purchase. You authorize STRATIS to charge all sums described herein to such payment method. If you make any applicable Payment with a credit card, STRATIS may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Shipping your order. After you complete your order, STRATIS may contact you at the email address you provided during the order process to request that you provide or confirm certain information necessary to ship your STRATIS Device(s), including but not limited to (1) the name to be associated with each STRATIS Device you ordered; and (2) the address to which each STRATIS Device you ordered should be shipped (collectively, the “Shipment Information”).
If you do not provide or confirm Shipment Information within 30 days of STRATIS’s request for Shipment Information, STRATIS may, at its discretion, (1) cancel or refund your order; (2) ship your order based on partial information, if STRATIS is able; (3) ship all units from a single order to one address, if address information has been provided or confirmed for at least one unit; (4) deem your order to be fulfilled, reserving the right to make commercially reasonable efforts to ship you a substitute.
If STRATIS determines, at its sole discretion, that it cannot ship a STRATIS Device using the Shipment Information you provide or confirm, STRATIS may cancel or refund your order.
Subject to these Terms, STRATIS grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is provided by STRATIS that is pre-installed on, embedded in or incorporated into the STRATIS Device (“Embedded Software”) solely in connection with your use of the Service.
Fees. You will pay all fees specified on the Billing Agreement or as outlined in your administrative portal. Except as otherwise specified herein,(i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Invoicing and Payment. You will provide STRATIS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to STRATIS. If You provide the credit card information to STRATIS, You authorize STRATIS to charge such credit card for all purchased Services for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance annually. If the Order Form specifies that payment will be by a method other than a credit card, STRATIS will invoice You in advance. Invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to STRATIS and notifying STRATIS of any changes to such information.
Price Changes. Stratis reserves to right to change pricing, pricing plans and/or services provided at any time without prior notice which will become effective at Your next annual renewal date.
Overdue Charges. If any invoiced amount is not received by STRATIS by the due date, then without limiting STRATIS’ rights or remedies, (a) those charges may accrue late interest at the rate of up to 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) STRATIS may limit future orders and/or require credit card payments.
Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for STRATIS services is 30 or more days overdue, STRATIS may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, STRATIS will give You at least 10 days’ prior notice that Your account is overdue, before suspending Services to You.
Taxes. STRATIS fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If STRATIS has the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.e. STRATIS will invoice You and You will pay that amount unless You provide STRATIS with a valid tax exemption certificate authorized by the appropriate taxing authority.
Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by STRATIS regarding future functionality or features.
ACCOUNT INFORMATION & RESPONSIBILITIES OF REGISTERED USERS.
Account Information. For security purposes, in order to access the Service, you have to create an account and verify your identity to help make sure that you only have the given access permissions to a property. You hereby represent and warrant that the information you provide to STRATIS upon registration will be true, accurate, current, and complete and that you will only access the Service the account that belongs to you. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Password. As a registered user, you will be required to create login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify STRATIS by e-mail at firstname.lastname@example.org. You are solely responsible for your own losses or losses incurred by STRATIS and others due to any unauthorized use of your account.
Some Apps and features of the Service may allow you to link your account(s) on the Service to your accounts on third party services (“Integrated Services”). You may be given the option to link your account on the Service to an account on an Integrated Service. If you link your account on the Service to an account on an Integrated Service, you are authorizing STRATIS to store and use your access credentials to access your account on your behalf as your agent to integrate your experience with the Service with content, information, and features available through such Integrated Services. Use of Integrated Services through the Service in this manner may be subject to additional terms established by the applicable third parties providing the Integrated Services, and it is your sole responsibility to comply with such third party terms.
THIRD PARTY CONTENT.
General. STRATIS may contain or display through the Service various materials and content from third parties (“Third Party Materials”). The display on or through the Service of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by STRATIS of any third party or any affiliation between any such third party and STRATIS. Furthermore, in using and accessing the Service, you agree that STRATIS is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. STRATIS’s display of specific Third Party Materials does not suggest a recommendation by STRATIS of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Service (whether online or offline) is at your own risk, and STRATIS will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
Third Party Links and References. The Service may contain references or links to third-party materials and websites not controlled by STRATIS. STRATIS provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that STRATIS is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Service.
STRATIS does not allow the use of the Service for any illegal, abusive purposes, in any manner that interferes with or interrupts the proper functioning of the Service, or through the use of any bot, crawler, spider, or other automated processes. If you violate any provision of these Terms, your permission to use the Service will terminate automatically. Additionally, STRATIS, in its sole discretion may terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. STRATIS also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. STRATIS will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting STRATIS Support at email@example.com.
You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not do, or attempt to do, any of the following:
Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service for any purpose other than for your authorized use of the features of the Service that you have fully paid for, in accordance with all applicable Terms; access or use the Service for any comparative or competitive research purposes; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein; use any manual or automated means to extract and/or compile content from the Service for any commercial purpose or otherwise; interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers; undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, x-raying, disassembling or hacking of all or part of the Service or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended; or use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
You expressly agree to abide by all the foregoing restrictions, except to the extent any foregoing restriction is prohibited by law.
RESERVATION OF RIGHTS.
The Service is owned and operated by STRATIS. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the Service (“STRATIS Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All STRATIS Materials, including intellectual property rights therein and thereto, are the property of STRATIS or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the STRATIS Materials. STRATIS reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the STRATIS Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
TERM AND TERMINATION.
These Terms will remain in effect until terminated. Your rights and licenses under these Terms will terminate immediately upon your breach of the Terms. You may terminate these Terms by canceling your account with STRATIS and, if applicable uninstalling and ceasing use of the Apps. STRATIS may terminate the Service, disable any App, and/or these Terms, or limit or terminate your access to the Service at any time for any reason or no reason at all. No refunds will be granted in connection with any termination of the Service. Sections 2-3 and 9-18 shall survive the termination of this Agreement for any reason, along with any provisions of the Additional Terms that expressly by their terms survive. You agree that termination of your account is your sole remedy for any dissatisfaction with the Service.
STRATIS reserves the right, in its sole discretion, to add, remove, or modify features of the Service at any time for any reason without liability to you. STRATIS may change, modify, add, or remove portions of these Terms (including the Additional Terms) at any time by making such modified terms available to you on the STRATIS website or through an App, or both. If STRATIS materially modifies these Terms, it will make reasonable efforts to notify you of the change. For example, STRATIS may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. No modifications to these Terms will apply to any dispute between you and STRATIS that arose prior to the date of such modification. Your use of the Service after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
You agree that you will be responsible for your use of the Service and Devices, and you agree to defend, indemnify, and hold harmless STRATIS and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “STRATIS Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. STRATIS reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with STRATIS’s defense of such claim.
THE SERVICE, ALL MATERIALS, AND CONTENT AVAILABLE THROUGH THE SERVICE AND ANY 3P DEVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED. THE STRATIS AND 3P ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE STRATIS ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE STRATIS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND ANY MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY AND INSURANCE.
IN NO EVENT WILL THE STRATIS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE STRATIS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE STRATIS ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO STRATIS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $5.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT STRATIS HAS OFFERED ITS SERVICE AND STRATIS DEVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND STRATIS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND STRATIS.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Manufacturers of 3P Devices are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder.
During the Term of this Agreement, You agree to maintain, at Your expense, liability insurance in quantities and types customary for your industry including coverage for property damage caused by the failure of electronic, or internet devices.
Electronic Signature. By selecting the “I Accept” button, You are signing this Agreement electronically. You agree Your electronic signature is the legal equivalent of Your manual signature on this Agreement. By selecting “I Accept” You consent to be legally bound by this Agreement’s terms and conditions. You further agree that Your use of a keypad, mouse or other devices to select an item, button, icon or similar act/action, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitute your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by You in writing. You also agree that no certification authority or other third party verification is necessary to validate Your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of Your E-Signature or any resulting contract between You and STRATIS. You also represent that You are duly authorized to enter into this Agreement for all persons or entities who are authorized to access or use any STRATIS Services and that such persons or entities will be bound by the terms of this Agreement.
Generally. In the interest of resolving disputes between you and STRATIS in the most expedient and cost-effective manner, you and STRATIS agree that any and all disputes arising out of or relating in any way with these Terms or your use of the Service shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND STRATIS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or under these Terms must be filed by either party within two (2) years after such claim or cause of action arose or it will be forever barred.
Exceptions. Notwithstanding subsection 16.a, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our rights to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
Arbitrator. Any arbitration between you and STRATIS will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1–800–778–7879, or by contacting STRATIS.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). STRATIS’s address for Notice is STRATIS, Inc., 3721 Midvale Av. Philadelphia, Pa 19102. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). STRATIS agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or STRATIS may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or STRATIS shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, STRATIS shall pay you the greater of (i) the amount awarded by the arbitrator, if any; (ii) the greatest amount offered by STRATIS in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00.
Fees. In the event that you commence arbitration in accordance with these Terms, STRATIS will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco, California, provided that if the claim is for $10,000 or less, the party requesting relief may choose whether the arbitration will be conducted through binding non-appearance-based arbitration. This non-appearance-based arbitration must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions (the specific manner shall be chosen by the party initiating the arbitration); (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse STRATIS for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND STRATIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and STRATIS agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Enforceability. If only Subsection 16.f of this Section 16 or the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17 shall govern any action arising out of or related to these Terms.
Governing Law. These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of Delaware as they apply to agreements entered into and to be performed entirely within Delaware by Delaware residents regardless of your country of origin or where you access the Services, and without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods.
Jurisdiction and Venue. To the extent that any lawsuit or court proceeding is permitted hereunder, you and STRATIS agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Delaware for the purpose of litigating all such claims or disputes.
Entire Agreement. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and STRATIS, and supersedes any and all prior agreements, negotiations, or other communications between you and STRATIS, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.
Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
Compliance with Laws. You agree to abide by all applicable laws in your use of the Service, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions.
Assignment. You may not assign these Terms without the prior written consent of STRATIS, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. STRATIS may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns.
Force Majeure. You acknowledge and understand that if STRATIS is unable to provide the Service as a result of a force majeure event STRATIS will not be in breach of these Terms. A force majeure event means any event beyond the control of STRATIS.
Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. STRATIS’s waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.
Export. The STRATIS Device and Service may be subject to United States export controls. You may not export or re-export a STRATIS Device or any element of the Service without (a) the prior written consent of STRATIS, (b) complying with any applicable export control laws, and (c) obtaining all appropriate permits and licenses. In any event, you may not transfer or authorize the transfer of the STRATIS Device to a prohibited territory, country or organization (currently including, without limitation Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria and any organization named on the United States’ Commerce Department’s “Denied Parties List”) or otherwise in violation of any applicable restrictions or regulations. You understand and agree that the STRATIS Device and Service may contain information that is controlled and restricted from export by United States export controls (the “Controlled Information”). If STRATIS, in its sole discretion, determines that it cannot implement the Service in a manner to exclude access to Controlled Information where required, if you are in a country or territory that is subject to such regulation, you shall not be provided access to the Service.
STRATIS IoT, Inc.