Effective date: 07 Apr 2019
Welcome to Stratforge.
We’re glad you’re here, and we wish you a great transformation journey.
These Customer Terms of Service describe your rights and responsibilities when using our online tools and platform (the “Services”). If you purchase subscription(s), deploy an instance, utilize services, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.
By accessing or using the Service(s) or Websites, or authorizing or permitting any User or End-User to access or use the Service(s) or Websites, You automatically agree to these Terms and to our Privacy Statement simply by using or logging into the Sites. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms.
1. YOUR ACCOUNTS
1.1 You, as an individual, must be 18 years or older to access or use the Websites and the Service(s).
1.2 You must provide truthful and accurate information. If your information changes at any time, please update your account to reflect those changes.
1.3 In cases, an account may be assigned to you by an administrator, such as your employer or institution. If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the services. Additionally, your administrator may be able to access or disable your account without our involvement.
1.4 You may not share your account with anyone else. Please keep your password confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify your system administrator.
1.5 Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access and use of the Service(s) is restricted to the specified number of individual Users permitted under Your subscription to the Service(s). Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
1.6 You acknowledge that it is Your sole responsibility to obtain necessary consents from such clients. You are responsible for the confidentiality of Service Data and User Login. You should, therefore, not share Your User Login with any third parties. In any event, unless You notify Us of any unauthorized use or suspicious activity in Your Account, You are responsible for all activities that occur under Your Account.
1.7 Stratforge will not be liable for any damage or loss that may result from Your failure to protect Your login information, including Your password. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service(s) to store and transmit Service Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service(s) or the information generated thereby is accurate or sufficient for Your purposes.
2. YOUR RIGHTS
2.1 Subject to Your compliance with the Terms and solely during the Subscription Term, You have the limited, non-exclusive, and revocable right to access and use the Service(s) for Your internal business purposes. You shall be responsible for use of the Service(s) through Your Account by any third parties. You may subscribe to one or more of the Service(s). They may be subject to separate and distinct Service Plans.
2.2 Where applicable, our APIs must be used according to the API Policies We implement in this regard.
3. YOUR USE OF SERVICE
3.1 You can only post Content if you own all the rights to that Content, or if another rights holder has given you permission.
3.2 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users and End-Users; (b) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks (c) use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights; (d) use the Service(s) to send unsolicited communications junk mail, spam.
3.3 You do not transfer ownership of your Content simply by posting it. However, by posting Content, you grant us, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content. Without those rights, we couldn’t offer our Services. Please note that this license continues even if you stop using our Sites.
3.4 You agree not to use the Sites in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms).
3.5 You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content you post.
3.6 If we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Sites, and take appropriate legal actions.
3.7 Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Statement.
4. INTELLECTUAL PROPERTY
4.1 If you believe any Content on the Services infringes your copyrights, you may request that remove the Content from the Services (or disable access to that Content) by means of electronic communication to your accounts manager (and/or) our legal team.
4.2 Except for the rights granted to You, all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the Service(s), including the Websites, and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.
4.3 All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.
4.4 Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.
4.5 We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or Websites or otherwise use
information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you.
5. YOUR ACCESS TO SERVICES
5.1 You may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which We will use commercially reasonable efforts to notify You in advance through Our Service(s)) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
6.1 THE WEBSITES AND THE SERVICE(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
6.2 YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE(S) OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
6.3 UNDER NO EVENT SHALL THE STRATFORGE. THE GROUP, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES AND SERVICES.
7.1 You agree to defend, indemnify and hold harmless Stratforge against any claim brought by a third party against Us, and their respective employees, officers, directors and agents arising from or related to use of the Service(s) by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.
8. BILLING, PLAN CHANGES AND PAYMENTS
8.1 Subscription Charges: All charges associated with your Account (“Subscription Charges”) are due in full and payable in advance, when you subscribe to the Service(s). Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans you choose and are payable in full until you terminate your Account. You will receive a receipt upon each receipt of payment by us. You may also obtain a payment receipt from within the Service(s).
8.2 Payment methods: You may pay the Subscription Charges through your credit card, or other accepted payment method as specified in a Form. For credit card payments, Your payment is due immediately upon your receipt of our invoice. You hereby authorize us or our authorized agents, as applicable, to bill your credit card upon your subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, your payment is due within thirty (30) days of our invoice date unless otherwise stated in a Form.
8.3 Renewal: Your subscription to the Service(s) will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to your subscription to the Service(s) for any such subsequent Subscription Term shall be our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences. You acknowledge and agree that, unless you terminate your Account in accordance Section 10, your credit card will be charged automatically for the applicable Subscription Charges.
8.4 We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for us. You must notify us of any change in Your credit card or other payment account information, either by updating your Account or by e-mailing Us at firstname.lastname@example.org
8.5 Refunds: Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are nonrefundable. No refunds shall be issued for partial use or non-use of the Service(s) by you provided however you shall be eligible for a pro-rated refund of the Subscription Charges for the remainder of the Subscription Term if you terminate your Account as a result of a material breach of these Terms by us.
9. COMMUNICATIONS FROM US
9.1 Apart from the communications specified in Our Privacy Notice, We may contact you directly via e-mail to notify you if you are in violation of these Terms; A specific activity or purpose is prohibited with respect to the Service(s), so that you immediately cease use of the Service(s) for such prohibited activity.
10. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms.
10.1 Free Trial:
10.1.1 If You are on a free trial for any of Our Service(s), Your Account may be suspended or terminated in accordance to the terms (a) We may suspend your access to and use of your Account or the Service(s) if you are in violation of the Terms. We will notify you of your activities that violate these Terms (b) at any time on or before the expiry of your free trial. In such cases, all associated Service Data shall be deleted immediately and permanently. We intent to maintain the sanctity of the platform for all our customers and will ensure that any breach of these Terms your Account shall be terminated and all associated Service Data shall be deleted immediately and permanently.
10.1.2 You may terminate your Account at any time on or before the expiry of your free trial. In such cases, all associated Service Data shall be deleted immediately and permanently.
10.1.3 Where you do not terminate your Account or renew your Account on or before the expiry of your free trial, We may suspend your Account. We shall retain any associated Service Data for a period of 3 months beyond which your Account shall be terminated and all associated Service shall be deleted immediately and permanently.
10.2 Customers on Paid Service:
10.2.1 We may suspend your Account upon expiry or non-renewal of your Subscription Term. We shall retain any associated Service Data for a period of 6 months beyond which your Account shall be terminated and all associated Service shall be deleted immediately and permanently.
10.2.2 We may suspend your access to and use of your Account or the Service(s) if you are in violation of the Terms. We will notify you of Your activities that violate these Terms and, at our sole discretion, provide you with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities.
11.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
12. GOVERNING LAW
12.1 Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, services, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the Local Laws applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions.