Stratio, Inc. and its affiliates, if any (collectively referred to as “Stratio,” or “we/us/our”), manufactures, markets and sells the LinkSquare electronics products and other products made from Stratio (the “Product”), as well as the downloadable software for use with the LinkSquare electronics product, including, but not limited to, a data collection tool and other software provided by Stratio (the “Software”). Stratio additionally provides services including, but not limited to: (i) a website located at www.linksquare.io (the “Site”), on which you can purchase the Product and the Software and find the relevant information and materials relating thereto, (ii) the LinkSquare mobile application that may be downloaded to your smartphone or tablet (the “Mobile App”) which may be updated or altered from time to time by us, (iii) enterprise technology solutions, and (iv) various types of contents with analytics, suggestions or information relating to your use of our other services (the “Contents”) which may be delivered via e-mail or the Mobile App. These Terms of Service constitute a legally binding agreement between you and Stratio with respect to your use of the Product, the Software, the Site, the Mobile App, the Contents and other services offered by Stratio in connection with any of the foregoing (collectively, the “Services”).

Your access to and use of the Services is conditioned on your acceptance of and compliance with all terms and conditions provided by Stratio, which include these Terms of Services and any additional terms incorporated by reference (collectively, the “Terms”). The Terms apply to all customers, visitors, users and others who access or use the Services. By accessing or using any of the Services, (i) you agree to be bound by the Terms, on behalf of yourself or the entity you represent; (ii) you represent and warrant that you have the right, authority and capacity to accept and agree to the Terms on behalf of yourself or the entity you represent; and (iii) you represent that you are of sufficient legal age in your jurisdiction or residence to use or access the Services and enter into this legal agreement. If you disagree with any part of the Terms then you may not access the Services and must immediately discontinue your use of the Services.

1. Additional Terms and Agreements

These Terms govern your use of the Services. Certain features of the Services may be subject to additional guidelines, terms, or rules which will be posted in connection with such features. All additional guidelines, terms, or rules are incorporated by reference into these Terms, which include the following:

(i) Stratio’s Privacy Policy (the “Privacy Policy”), which describes Stratio’s policies with respect to the collection, use, and disclosure of your personal information;

(ii) Stratio’s limited warranty and refund policy (the “Limited Warranty”), which governs your purchase of any Product and is provided with such Product;

(iii) Any additional purchase terms that Stratio includes with your LinkSquare; and

(iv) Any additional terms or conditions Stratio may supply from time to time

By using the Services, you agree to accept and abide by all such additional terms and agreements as incorporated into these Terms.

2. Changes to these Terms

We reserve the right to, at any time, with or without cause, change the terms and provisions of these Terms; change the Services, including eliminating or discontinuing any part or feature of the Services; or deny or terminate your use of and/or access to the Services. We will post notice of modifications to these Terms on this page or otherwise provide notice thereof. Be sure to return to this page periodically to ensure that you are familiar with the most current version of these Terms when you use the Services.

You reserve the right to disagree to these Terms changed by us. In such case, you may discontinue your use of the Services. Your continued use of the Services after such changes shall constitute your acceptance of such changes and agreement to be bound by the revised Terms.

3. Eligibility

You may use the Services only if you are fully able and competent to enter into these Terms with Stratio, and abide by and comply with these Terms as well as all applicable local, state/provincial, national, and international laws, rules, and regulations. The Services may not be available to any users previously prohibited or rejected from using the Services by Stratio.

4. Provision of Information

To use certain Services, you may need to register with Stratio to create an Account and provide certain information about yourself. If and when you register with or provide information to Stratio, you represent, warrant and agree that: (i) all required registration information you submit is truthful, accurate, current and complete; (ii) you will maintain and update your information to make it truthful, accurate, current and complete; and (iii) your use of the Services does not violate any U.S. or other applicable laws or regulations (e.g., you must not be located in an embargoed country or not listed as a prohibited or restricted party under applicable export control laws and regulations).

By providing Stratio with your email address or other contact information, you consent to our use of this information to send you Services-related notices and other administrative notices, including any notices required by law.  Without limiting the foregoing, you hereby expressly consent to receiving all communications, agreements, documents, notices and disclosures (the “Notices”) that we provide in connection with your use of the Services.  Notices may include, without limitation, e-mail and in-app messages. Notices may include emails or in-app messages with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you.  If you do not wish to receive any commercial Notices, you can unsubscribe following the instructions on any email or by sending a request to [email protected].

5. Use of the Services

Access and Use

Subject to these Terms, Stratio grants you a limited, non-transferable, non-exclusive, revocable license (without the right to sublicense) to access and use the Services provided by Stratio. Stratio reserves all rights not expressly granted herein in the Services. Except as expressly set forth herein, no rights or licenses are granted to you under these Terms, whether by implication, estoppel or otherwise.

Certain Restrictions

The rights granted to you in these Terms are subject to the following restrictions: You agree NOT to (i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, except as specifically permitted in these Terms; (ii) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or otherwise attempt to extract the source code of the software underlying the Services or any part thereof; (iii) access or use the Services for purposes of studying, analyzing, researching, benchmarking, monitoring, testing, assessing, reviewing or otherwise evaluate its availability, performance, functionality, capabilities, features, safety, application, usefulness or utility or displaying or publishing the results thereof for any purpose, including, without limitation, for building a similar or competitive service, with the exception that publishing of any such results may be permitted by a written agreement separately executed by and between you and Stratio; (iv) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services in any form or by any means, except as expressly permitted in these Terms; (v) upload, transmit, or distribute any computer viruses, worms, or any software intended to disrupt, degrade, impair,  damage or alter the integrity or security of a computer or communication network, handheld mobile device, data, the Services, the Product, the Software, or any other system, device or property; (vi) interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) access (or attempt to access) any of the Services by means other than through the interface that is provided by Stratio; (viii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services; and (x) assist or encourage any other person to engage in any of the foregoing activities.

Improper use of the Services may result in termination of your access to and use of the Services, and/or civil or criminal liabilities.  You agree to use the Services in accordance with all applicable laws and regulations.

Modification, Suspension or Discontinuance of the Services

Stratio reserves the right, at any time, to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You acknowledge and agree that Stratio will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. Nothing contained in these Terms shall be construed to obligate Stratio to maintain and support the Services, or any part thereof, during the term of these Terms.

Privacy Policy

You expressly acknowledge and consent to our practices with respect to your personal information, which are set forth in our Privacy Policy at linksquare.io/legal.

Security

Stratio cares about the integrity and security of your personal information. However, Stratio cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge and agree that you provide your personal information at your own risk.

6. Agreed Usage and Limitations of the Services

Intended Use of the Services

The Services are intended to be accessed and used for non-time-critical information and control of Stratio products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available at all times. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond Stratio’s control, including, without limitation, Wi-Fi intermittency and service provider uptime. Due to differences in scanning procedures and inability to guarantee scan conditions we are not responsible for, nor guarantee, the accuracy of any results of the Product, the Software, the Mobile App or any other Services. You acknowledge these limitations and agree that Stratio is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications.

No Life-Safety or Critical Uses of the Services

You acknowledge and agree that the Products and the Services, whether standing alone or when interfaced with any third-party products or services, are not certified for emergency response. Stratio makes no representation or warranty that use of the Products or the Services, including integration with any third-party product or service, will affect or increase any level of safety. In addition, our customer support contacts should not be considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services or authorities.

Temporary Suspension

The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Stratio does not offer any specific uptime guarantee for the Services.

System Requirements

Access to the Services is limited to those with the necessary system requirements, as published in connection with such Services. Certain Services will not be accessible without: (i) a working Wi-Fi network in your locality that is positioned to communicate reliably with the Product; (ii) (ii) mobile clients such as a supported phone or tablet (required for some functionality); (iii) always-on broadband Internet access in your locality; and/or (iv) other system elements that may be specified by Stratio. It is your responsibility to ensure that you have all required system elements and they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

Fees and Payment

Certain Services may be offered for a fee. You shall pay all applicable fees in connection with the Services selected by you in accordance with the relevant terms of sale stipulated.

Quality Assurance

Stratio is dedicated to the highest quality products and services. When consumers purchase a Stratio Product new, they expect that the Product comes directly from Stratio or its authorized distributors and the quality controls in that sales channel. You agree not to sell any Stratio Product as new and without prominent marking as a “USED” product unless you are one of our authorized distributors or certified resellers.

Access to the Contents

You acknowledge and agree that all Contents accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Stratio cannot control and has no duty to take any action regarding how you may interpret and use the Contents or what actions you may take as a result of having been exposed to the Contents. You hereby expressly release us from all liability relating to you having acquired or not acquired any Contents through the Services.

7. Ownership and Intellectual Property

Proprietary Rights

The Services is owned and operated by Stratio. You acknowledge that the Services and all intellectual property and other rights relating thereto (including, without limitation, copyrights, patents, trademarks, service marks, trade dress and trade secrets, in the Products, the Software, the Mobile App, or any other Services) are and will remain the property of Stratio and its affiliates, licensors and suppliers. Your possession and use of, or your access to, the Product, the Software, the Mobile App, or any other Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights relating thereto. The Services are licensed to you, not sold, under these Terms. The trademarks, service marks and logos displayed on the Services (collectively, the “Stratio Trademarks”) are the trademarks, whether registered or unregistered, of Stratio, its affiliates, licensors and suppliers, and/or others. Nothing contained in these Terms or the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Stratio Trademark(s) without the express written permission of Stratio, its relevant affiliates, licensors or suppliers, or the third party owner of any such Stratio Trademark(s).

Use Limitation

You may only copy parts of the Services (including the Site) on to your own computer or mobile device for your own personal use. You may not use the contents of the Services in any other public or commercial way nor may you copy or incorporate any of the contents of the Services into any other work, including your own web site, without the prior written consent of Stratio. You must obtain a proper license from us before you can post or redistribute any portion of the Services. Stratio retains full and complete title to all contents on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any contents therein.

Feedback and Submission Policy

We are always pleased to hear from you. You may choose, or Stratio may invite you, to submit comments, suggestions, or ideas about the Products or the Services, including how to improve or market the Products or the Services or any feedback resulting from any service errors or crash reports (the “Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Stratio under any fiduciary or other obligation. We are free to use the Feedback without paying any compensation to you, and/or to disclose the Feedback on a non-confidential basis to anyone. Stratio may use, disclose, copy, reproduce, modify, publish, license, perform, display, redistribute or otherwise exploit the Feedback you provide, for any purpose, without any restriction of any kind on account of intellectual property rights or otherwise and in any way without any compensation to you. You further acknowledge and agree that, by accepting your submission of the Feedback, Stratio does not waive any rights to use similar or related ideas previously known to Stratio, developed by its employees, or obtained from other sources.

8. Payment and Sales Terms

Resale

Purchases made from Stratio or its authorized distributors are intended for end users only, and are not authorized for resale.

Sales Tax

Depending on the order, Stratio calculates and charges sales tax in accordance with applicable laws.

Purchase and Shipping

For the sales outside of the United States, you are responsible for any VAT, tariff, duty, taxes, handling fees, brokerage charges, customs clearance charges, etc. required by your country for importing consumer goods.

We will ship the Products for free, using standard shipping that offers tracking information. Delivery is assumed complete once the shipper’s tracking system marks the package as “delivered.”

In case of your cancellation of an order within the 30-day refund period, you will be refunded the sum of the total purchase price you paid minus any fees assessed by our payment system for the cancellation.

9. Third Party Products and Services

General Acknowledgement

In certain circumstances, the Services may rely on or interoperate with third party products and services (the “Third Party Products and/or Services”). These Third Party Products and/or Services are beyond Stratio’s control, but their operation may impact or be impacted by the use and reliability of the Services. You acknowledge and agree that: (i) the use and availability of the Services may be dependent on the third party product vendors and service providers, (ii) these Third Party Products and/or Services may not operate in a reliable manner at all times, and they may impact the way that the Services operate, and (iii) Stratio is not responsible, directly or indirectly, for any damages and losses due to or in connection with the operation or use of these Third Party Products and/or Services.

Third Party Service Providers Used By Stratio

You acknowledge that Stratio uses third party service providers to enable some aspects of the Services.

Equipment, ISP, and Carrier

You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, and other related equipment (the “Equipment”), (ii) your Internet service provider (the “ISP”), and (iii) your mobile device carrier (the “Carrier”). You shall be responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You shall be also responsible for compliance with all applicable agreements, terms and conditions of use/service, and other policies of your ISP and Carrier.

Third Party Products and Services that Work with Stratio Services

Stratio may provide the opportunity for you to interface to, integrate with or control the Third Party Products and/or Services, for example, through the Mobile App or the Software. Although the Mobile App and the Software are offered by Stratio, you acknowledge and agree that the Third Party Products and/or Services that you connect to your Account or interface with are not products and services of Stratio, and that Stratio does not control, and these Terms do not apply to, any Third Party Products and/or Services. Your use of any Third Party Products and/or Services is governed by separate terms and conditions provided by the operator(s) of the applicable Third Party Products and/or Services. Stratio makes no representation or warranty about the safety of any Third Party Products and/or Services. Accordingly, Stratio is not responsible for your use of any Third Party Product and/or Service or any personal injury, death, property damage (including, without limitation, damage to your home or the Product), or other harm or losses arising from or relating to your use of any Third Party Products and/or Services. You should contact the operator of the Third Party Products and/or Services with any questions about such Third Party Products and/or Services.

Third Party Website Links and Referrals

The Services may contain links to other websites operated by third parties (the “Third Party Sites”) and referrals to third party vendors (the “Referred Vendors”), for your convenience. We have no control over, and assume no responsibility for, such Third Party Sites and Referred Vendors, or the contents provided through such Third Party Sites and Referred Vendors.  We provide these links and referrals only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites or Referred Vendors. You may use these Third Party Sites and/or Referred Vendors at your own risk. We strongly advise you to read the terms and conditions of use/service and privacy policies of any Third Party Site or Referred Vendor that you visit or access.

App Stores

You acknowledge and agree that the availability of the Mobile App is dependent on the third party websites from which you download the Mobile App, e.g., the App Store from Apple or the Android Market from Google (each an “App Store”). You acknowledge that these Terms are between you and Stratio and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, such terms and conditions of each App Store. To the extent such other terms and conditions from the relevant App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms shall govern.

Release Regarding Third Parties

Stratio is not responsible for third parties or their products and services, including, without limitation, the App Stores, the Third Party Products and/or Services, the Third Party Sites, the Referred Vendors, the Equipment, the ISPs, and the Carriers. Stratio hereby expressly disclaims, and you hereby expressly discharge, waive and release Stratio and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION OR REMEDY IN ANY OTHER JURISDICTIONS.

10. Term and Termination

These Terms are effective from the date on which you first access the Services, and shall remain in full force and effect until terminated in accordance with the provisions of these Terms. Stratio may immediately terminate these Terms, and/or your access to and use of the Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Stratio may also terminate these Terms immediately if you fail to comply with any provision of these Terms or you have used the Services in violation of these Terms. Upon termination of these Terms by either party, your right to use the Services shall immediately cease and you shall cease all use of the Services. Upon termination or expiration of these Terms for any reason, all provisions of these Terms which, by their nature, should survive expiration/termination, shall survive, including, without limitation, ownership and intellectual property provisions, warranty disclaimers, limitations of liability, and indemnity provision.

11. Warranty Disclaimers

THE WARRANTY FOR THE PRODUCT IS SET FORTH IN THE LIMITED WARRANTY.

THE SERVICES (I.E., THE SITE, THE MOBILE APP, ETC.) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

STRATIO AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) WILL MEET YOUR REQUIREMENTS; (III) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (IV) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (V) WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STRATIO OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

STRATIO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED, INTEGRATED WITH OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY PRODUCTS AND/OR SERVICES CONNECTED THROUGH LINKSQUARE MOBILE APP) OR ANY HYPERLINKED WEBSITE OR SERVICE, AND STRATIO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE THIRD PARTY PRODUCTS AND/OR SERVICES, AND YOUR RELIANCE THEREON.

WHEN YOU INSTALL, SETUP OR USE PRODUCTS AND SERVICES LIKE THOSE PROVIDED BY STRATIO YOU ARE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS.

12. Limitation of Liability

Nothing in these Terms and in particular within this "Limitation of Liability" clause shall attempt to exclude liability that cannot be excluded under applicable laws and regulations.

In any event we shall not be liable for any damages incurred by you or any third party arising out of or in connection with (i) any failure to provide the Services due to a force majeure event; (ii) your own negligence or any other reason attributable to you; (iii) misappropriation or unauthorized use of third party’s personal information by you; (iv) inability to use the Services caused by technical error or incident beyond the reasonable control of Stratio; (v) breach of these Terms by you; or (vi) inappropriate use of the Product or the Services not in compliance with the instruction.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL STRATIO OR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS (COLLECTIVELY, THE “STRATIO PARTY”) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF THE STRATIO PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. STRATIO’S MAXIMUM TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THE PRODUCTS AND THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO STRATIO OR STRATIO’S AUTHORIZED DISTRIBUTOR OR RESELLER FOR THE PRODUCT OR THE SERVICES AT ISSUE IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. STRATIO DISCLAIMS ALL LIABILITY OF ANY KIND OF STRATIO’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL STRATIO BE LIABLE IN ANY WAY FOR ANY CONTENTS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENTS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH YOUR USE OF OR EXPOSURE TO ANY CONTENTS POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

13. Indemnity

You agree to defend, indemnify and hold Stratio, its affiliates, licensors and suppliers, and their respective directors, officers, employees, consultants, agents, or representatives, harmless from and against any damages, liabilities, claims or demands (including, without limitation, reasonable attorneys’ fees) made by any third party due to or arising out of (i) your access to or use of the Products or the Services, (ii) your violation of these Terms, (iii) any Feedback you provide or submit, (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, (v) your negligence or willful misconduct, (vi) your use of the results, contents, data, or information provided via the Product or the Services. Stratio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Stratio and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Stratio’s prior written consent. Stratio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disputes and Arbitration

Contact Stratio First

If a dispute arises between you and Stratio, our goal is to learn about and address your concerns. You hereby agree that you will first notify Stratio about any dispute you have with Stratio regarding these Terms or our Products or Services by contacting Stratio.

Arbitration

You and Stratio agree, subject to the Protection of Confidentiality and Intellectual Property Rights clause of these Terms, to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration administered by the American Arbitration Association (AAA) in accordance with the provisions of its Commercial Arbitration Rules and of its supplementary procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. You further agree that such arbitration is final and binding and subject to only very limited review by a court. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to these Terms or your use of the Services. Subject to the Protection of Confidentiality and Intellectual Property Rights clause of these Terms, any dispute or claim made by you against us or us against you arising out of or relating to these Terms or your use of the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that you may take claims to small claims court if they qualify for hearing by such a court.

Arbitration Procedures

You must first present any claim or dispute to us by contacting Stratio to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within sixty (60) days after presenting the claim or dispute to Stratio. Stratio may request arbitration against you at any time after it has notified you of a claim or dispute in accordance with the Notifications clause of these Terms. The place of arbitration will be San Jose, California, USA, and the arbitration proceeding will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what these Terms provide, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. All administrative fees and expenses of arbitration will be divided equally between you and Stratio. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing. Any arbitration shall be confidential, and neither you, nor Stratio may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award shall be binding on the parties and may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

No Class Actions

There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or your use of the Services must be filed within one (1) year from the date of the occurrence of the event or facts giving rise to a dispute, or you waive the right to pursue any claim based upon such event, facts, or dispute.

15. Governing Law

These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and the Services shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for Santa Clara County, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in the above section.

16. Miscellaneous

Protection of Confidentiality and Intellectual Property Rights

Notwithstanding any provisions to the contrary herein, Stratio may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

Assignment

These Terms and any rights or obligations associated thereto may not be assigned or otherwise transferred by you without Stratio’s prior written consent. Any attempt by you to assign or transfer these Terms or any rights or obligations associated thereto without such consent will be null and void. These Terms may be assigned by Stratio without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties hereto, their successors and permitted assigns.

Entire Agreement; Headings; Severability, etc.

These Terms constitute the entire agreement between you and Stratio regarding the use of the Services. Any failure by Stratio to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain in full force and effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

Notifications

Stratio may provide notifications to you as required by law or for marketing or other purposes via (at its option) email, mobile notifications, hard copy, or posting of such notice on the Site. Stratio is not responsible for any automatic filtering you or your network provider may apply to email notifications.

Notice for California Users

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Copyright © 2017, Stratio Inc. All rights reserved.