Terms of Service: Stronta Platform

We are Stronta Incorporated (“Company,” “we,” “us,” “our”), a company based in Colorado, United States at 459 S Pennsylvania St. Denver, CO 80209.

This Agreement constitutes a legally binding agreement made between Stronta Incorporated and you, on behalf of an entity (“you”, “Customer”, “your”), who accepts this Agreement, or accesses and/or uses the Services (as defined herein). Capitalized terms shall have the definitions set forth in the Definitions section below, unless defined elsewhere in this Agreement.

BY REGISTERING TO USE THE SERVICES, ELECTRONICALLY SIGNING, CLICKING A BOX INDICATING ACCEPTANCE, ACCEPTING AN ORDER FOR SERVICES, OR USING THE SERVICES IN ANY MANNER, YOU ARE ENTERING INTO A BINDING, LEGAL CONTRACT WITH STRONTA AND AGREE TO BE BOUND BY ALL OF THE TERMS HEREIN. BY ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, INCLUDING THROUGH ACCEPTANCE OF AN ORDER, you represent and warrant that you possess the authority to legally bind such entity. ALL REFERENCES TO “CUSTOMER”, “YOU”, AND “YOUR” IN THIS AGREEMENT SHALL ENCOMPASS BOTH THAT ENTITY AND EVERY INDIVIDUAL USER ACCESSING THE SERVICES UNDER IT.

IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. BY USING THE SERVICES, YOU CONFIRM THAT YOU HAVE REVIEWED ALL TERMS AND CONDITIONS CONTAINED HEREIN, THAT YOU COMPREHEND THEIR MEANING, AND THAT YOU CONSENT TO BE LEGALLY BOUND BY THEM.

In consideration of the mutual desire of the Parties to establish the terms governing Customer’s access to and use of the Services, the Parties hereby agree as follows:

1. Applicability of Terms

From time to time, Stronta may update the functionality and user interface of the Services, add new features, or update the related software. In such event, these Terms shall also apply to any such functionality updates, new features, or software updates subsequently provided by Stronta for the Services.

We reserve the right, in our sole discretion, to make changes or modifications to this Agreement from time to time. Revised or amended versions of this Agreement shall take effect with respect to any new subscription orders or subscription renewals placed on or after the date such revisions are posted. If a subscription to the Services is renewed or modified, it will be under Stronta’s current Terms. If Stronta makes a material change to these Terms that will supersede prior versions, Stronta will notify You by sending an email to the address on Your account or by posting a notice within the Services. Should a modification to this Agreement have a material adverse effect on You and You do not consent to such modification, You must provide written notice to Stronta within thirty (30) days of receiving notice of the modification. Provided that You deliver such notice within the required timeframe, You shall continue to be governed by the version of the Terms that was in effect immediately prior to the modification through the conclusion of Your then-current subscription term for the Services.

2. Definitions

Capitalized terms used in this Agreement have the following meanings:

“Active User” means any individual user account within Customer’s organization that has been provisioned in the Services and is not deactivated.

“Confidential Information” means any non-public, proprietary, or otherwise sensitive information owned by, relating to, or held by either Party, including but not limited to information concerning such Party’s products and services; software code, including source and object code, programming tools, and applications; trade secrets; inventions; data and databases; designs; reports and analyses; pricing, fees, and cost structures; customer and contact lists; financial information; marketing strategies and business opportunities; personnel matters; research and development activities; and processes, methodologies, techniques, and know-how.

“Customer Data” means all electronic data and information submitted, uploaded, or otherwise provided by Customer to or through the Services, including any Personal Data.

“Customer Marks” means the trademarks, service marks, logos, and other brand identifiers owned by Customer.

“Data Protection Laws” means all data protection and privacy laws, rules, and regulations applicable to a party in the performance of its obligations under this Agreement, including, where applicable, the California Consumer Privacy Act (CCPA) and other applicable U.S. state and federal privacy laws, as amended from time to time.

“Documentation” means current published documentation, such as technical user guides or instructions, or similar technical documentation specifying the functionalities of the Services and made available by Stronta to Customer, as may be modified by Stronta from time to time.

“Effective Date” means the date Customer accepts this Agreement at checkout or contract signing.

“Fees” means the monthly charges payable by Customer for access to the Services, calculated in accordance with Section 6(b) of this Agreement.

“Intellectual Property Right” means all patents, copyrights, trademarks, trade names, trade secrets, know-how, and any other intellectual property or proprietary rights, whether registered or unregistered, and regardless of whether presently existing or recognized hereafter in any jurisdiction.

“Minimum Charge” means $30.00 per month, the floor amount Customer owes regardless of actual Active User count, corresponding to 15 Active Users.

“Monthly Active User Average” means the sum of Customer’s daily Active User durations for a given billing month, divided by the duration of that month.

“Order” means the commercial terms, including Fees, Subscription Term, billing cadence, and Active User minimum, confirmed at checkout or contract signing when Customer subscribes to the Services. The Order is incorporated by reference into this Agreement and controls over this Agreement with respect to those commercial terms in the event of a conflict.

“Personal Data” means any information relating to an identified or identifiable natural person or data subject.

“Reports” means analyses and recommendations for Customer as may be provided by Stronta to Customer as part of and via the Services from time to time.

“Services” means the Stronta software, products, and services that are ordered by or made available to Customer as set forth in the Subscription and subject to these Terms, accessible at app.stronta.com.

“Statistical Data” means aggregated, de-identified information pertaining to the access to or use of the Services by or on behalf of Customer or its users, including data relating to performance, usage analytics, or other statistical measures, that Stronta collects or may collect from time to time.

“Submissions” means any question, comment, suggestions, requests, ideas, feedback, or other information regarding the Services or its related performance, operation, or functionality.

“Subscription Term” means the twelve (12)-month period beginning on the Effective Date and ending at the same calendar date and time the following calendar year, as confirmed in the Order.

“System Data” means data and information compiled by Stronta in connection with Customer’s use of the Services, including but not limited to, potential or actual security incidents, diagnostic and usage related data, contextual data, and indicators of compromise, where such information may include the source, frequency, code, identifiers, and attacked sectors and geographies. System Data shall exclude Personal Data.

3. Account Management

a. Order.

The applicable Fees, Subscription Term, Active Users, and other subscription details for the Services (“Subscription”) shall be set forth and confirmed electronically by the Parties at checkout when You subscribe to the Services (“Order”). If You have entered into a separate written agreement with Stronta for the Services, the terms in such agreement will control Your use of the Services where there is a conflict with these Terms. In all cases, important notices regarding the Services will be sent to the email address on Your account. It is Your responsibility to keep that email address current.

b. User Accounts.

To use or access the Services, Customer must have at least one valid Stronta account. Customer and its authorized users will be prompted to either create an account or to log in using account credentials for the Services. Each username and password combination issued to You is for a single individual user only and may not be shared with or used by any other person to access the Services. You represent and warrant that all information You provide in connection with the applicable registration form will be truthful, complete, and up-to-date, and that You will promptly update such information as necessary to maintain its accuracy. You bear sole responsibility for safeguarding the confidentiality of Your password and account, and for all activity conducted under Your account, whether or not authorized by You. You agree to immediately notify Stronta at hello@stronta.com upon learning of any unauthorized use of Your account or any other breach of security. You shall be responsible for all uses of the Services by Your authorized users.

4. Customer Responsibilities

a. Access and Use.

Customer shall bear sole responsibility for, and agrees to: (1) use the Services solely in compliance with this Agreement and all applicable laws and governmental regulations; (2) ensure its authorized users’ adherence to the terms of this Agreement; (3) guarantee the accuracy, quality, and legality of Customer Data and of Customer’s handling of Customer Data in connection with the Services, including obtaining all necessary consents; (4) configure the Services as appropriate for its operational environment; (5) comply with all applicable regulations and laws, including without limitation those governing data privacy, data protection, and export controls; (6) independently assess whether the Services meet Customer’s intended purposes; (7) furnish reasonable information and cooperation to Stronta as needed to deliver the Services; and (8) make commercially reasonable efforts to prevent unauthorized access to or use of the Services, and to promptly notify Stronta at <hello@stronta.com> of any such unauthorized access or use. Customer further acknowledges and agrees that it is solely responsible for ensuring that each of its authorized users is informed of and bound by the material terms of this Agreement.

b. Customer Systems.

Customer shall bear sole responsibility for: (1) obtaining, at Customer’s own expense, all hardware, software, and internet connectivity required to access the Services; (2) compliance with all laws, rules, and regulations applicable to Customer’s use of its own systems and the Services; (3) promptly updating its usernames and passwords if Customer has reason to believe that such credentials have been compromised or may be subject to misuse; and (4) verifying that each end user is authorized to use the Services and that such use will not contravene any Data Protection Laws or other legal obligations.

5. Subscriptions; License Grants; Restrictions

a. Subscription and License Grant.

Subject to these Terms,Stronta grants to Customer a non-assignable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Services solely for its internal business purposes during the Term.

b. Documentation License.
Stronta may, at its sole discretion, make Documentation available to Customer from time to time to support Customer’s use of the Services. Subject to the terms of this Agreement, Stronta hereby grants Customer a limited, non-exclusive, non-transferable, royalty-free license to reproduce and use such Documentation throughout the Term, solely in connection with Customer’s internal use of the Services.

c. Prohibited Activities.

Customer may not use the Services for any purpose other than as expressly permitted by this Agreement.

As a user of the Services, you agree not to:

1. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
4. Perform any penetration testing, vulnerability assessment, or other simulated attacks on the Services or Stronta’s systems without the prior written consent of Stronta.
5. Make improper use of our support services.
6. Use the Services in a manner inconsistent with any applicable laws or regulations.
7. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with the Services or their users.
8. Delete the copyright or other proprietary rights notice from any Content.
9. Attempt to impersonate another user or person or use the username of another user.
10. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
11. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
12. Copy or adapt the Services’ software, including but not limited to HTML, JavaScript, or other code.
13. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
14. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
15. Distribute, transfer, sell, sublicense, or otherwise make available the Services to any third party, except as expressly permitted by this Agreement.
16. Use the Services for benchmarking or to build similar or competitive products or services.

d. Reports.
Stronta may, from time to time, make Reports available to Customer through the Services. Subject to the terms of this Agreement, Stronta hereby grants Customer a limited, non-exclusive, non-transferable, royalty-free license to reproduce and use such Reports during the Term solely for Customer’s internal business purposes and in connection with the Services.

e. Reservation of Rights.

Nothing in this Agreement shall be construed as granting either Party any rights beyond those explicitly set forth herein. Each Party retains all rights not expressly conferred by this Agreement, and no license or right shall be deemed granted by one Party to the other by implication, estoppel, or operation of law, except to the extent expressly provided in this Agreement.

6. Term; Fees; Renewals

a. Subscription Term.

A Subscription to the Services is provided for in the Order. Unless otherwise stated in an Order, this Agreement shall begin on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall remain in place for the initial term agreed to by Customer when You convert Your Free license or executed an Order for the Services (the “Term”).

Your subscription to the Services commits You for the entire duration of the applicable Subscription Term. Accordingly, if You cancel Your Subscription before the conclusion of the then-current Term, or if We suspend or terminate Your access to the Services on account of a Default (including without limitation nonpayment of amounts due under this Agreement or breach of Section 5(c) (Restrictions) — each constituting a “Default”), You shall remain liable for all charges applicable to the full Subscription Term as though You had continued as a customer through its expiration, including without limitation any outstanding and unbilled charges. Furthermore, no refund shall be issued for any unused portion of prepaid Subscription fees.

b. Subscription Fees; Active User Billing.

Customer shall pay Stronta the Fees for the Subscription to the Services as calculated in accordance with this Section. All Fees are non-refundable, unless otherwise stated herein.

Pricing. The Services are priced at $2.00 per Active User per month, subject to the Minimum Charge of $30.00 per month (corresponding to 15 Active Users). Your monthly Fee is calculated as follows: for each user active at any point during the billing period, Stronta records the time that account was active during the billing period; these durations are summed and divided by the duration of the billing period to produce the Monthly Active User Average. Your monthly Fee equals $2.00 multiplied by the Monthly Active User Average, rounded to the nearest cent, subject to the Minimum Charge.

Example: if Your account has 20 Active Users for the full month, Your Fee is $40.00. If You add a 21st Active User halfway through a 30-day month, that user contributes 0.5 to the Monthly Active User Average, resulting in a Fee of approximately $41.00 for that month. If the calculated amount is less than $30.00, You will be billed $30.00.

c. Payment.

We accept the following forms of payment: credit card, check, ACH.

You agree to provide current, complete, and accurate purchase and account information (“Payment Account”) for all purchases made via the Services. Customer hereby consents to Stronta invoicing and charging the Payment Account for the applicable Fees, any applicable taxes, and any additional charges incurred by Customer in connection with its use of the Services. Because Your monthly Fee is based on Active User counts and may vary from month to month, You authorize charges of varying amounts on a recurring monthly basis without requiring additional approval for each individual charge. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices upon renewal. All payments shall be in US dollars.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

d. Third-Party Processor.

Stronta utilizes Stripe, Inc. (“Payment Processor”) to process payments from the Payment Account. Stronta will transmit Payment Account information to the Payment Processor for such purpose. All payment processing is governed by the Payment Processor’s own terms, conditions, and privacy policies (available at https://stripe.com/legal/ssa)<https://stripe.com/legal/ssa>), in addition to these Terms. Stronta assumes no liability for errors or omissions made by the Payment Processor. By using the Services, You agree to remit payment to Stronta via the Payment Processor in accordance with the applicable payment terms.

e. Late Fees.

If payment is not received or cannot be charged to Your Payment Account for any reason, Stronta reserves the right to either suspend or terminate Your access to the Services. Unpaid balances past due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Should You fail to remit timely payment, You shall bear all reasonable costs and expenses (including attorneys’ fees) incurred by Stronta in the collection of such outstanding amounts.

f. Taxes.

All Fees stated herein are exclusive of any governmental excise, sales, use, value-added, income, withholding, and other taxes or levies, however denominated. Customer shall be responsible for the payment of all such taxes imposed on or arising from Customer’s acquisition of the Services and the transactions contemplated under this Agreement, excluding taxes based on Stronta’s net income or relating to Stronta’s employment of its personnel.If Customer is exempt from any taxes, it shall promptly provide Stronta with satisfactory evidence of such exemption or it shall be liable and invoiced for such taxes.

g. Renewal Subscriptions.

UNLESS OTHERWISE AGREED TO IN WRITING, YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY FOR THE SAME TWELVE (12)-MONTH DURATION AT THE THEN-CURRENT PRICING FOR THE SERVICES UNDER THE CURRENT TERMS, UNLESS YOU OPT OUT AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF YOUR CURRENT SUBSCRIPTION.

Customer may opt out of auto-renewal by contacting Stronta at hello@stronta.com. Electing not to renew Your Subscription does not relieve You of any obligations owed for the balance of Your current Subscription Term.

7. Termination & Effect of Termination

a. Termination.

Stronta may, at its discretion, suspend access to and use of the Services, or terminate this Agreement, in response to nonpayment (absent a good-faith dispute of an invoice) or actual or suspected breaches of Section 5(c) (Restrictions). You acknowledge that Stronta shall bear no liability to You or to any third party for any suspension or termination of the Services carried out under the circumstances described in this Section.

If Stronta terminates or suspends Customer’s access to the Services, Customer may not circumvent such suspension or termination by registering a new account. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

b. Effects of Termination.

Effective as of the date of expiration or termination of this Agreement, irrespective of the cause thereof: (1) except as otherwise provided herein, as a result of a material breach by Stronta, or as agreed by Stronta in writing, Customer’s obligation to pay all outstanding Fees, including without limitation the Fees owed for the balance of the then-current Term, shall accelerate and become immediately due and payable to Stronta; (2) all rights of Customer to access or use the Services shall immediately and automatically terminate (unless otherwise agreed to by Stronta in writing); (3) Customer shall promptly return to Stronta, or upon Stronta’s request destroy, without retaining copies in any format or medium, all Confidential Information and any other property of Stronta in Customer’s possession or control; and (4) Stronta shall dispose of any Customer Data in accordance with its data retention schedule.

8. Data Privacy and Security

a. Data Protection.

Stronta’s Privacy Policy governs its collection and use of personal data and is incorporated into this Agreement by reference. Please review our Privacy Policy: https://stronta.com/privacy/. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services.

Stronta shall establish and sustain reasonable physical, administrative, and technical safeguards intended to preserve the security, confidentiality, and integrity of Customer Data and to prevent its unauthorized access, use, or disclosure.

b. Server Location.

The Services are hosted in and provided from the United States. Customer represents and warrants that it has obtained all necessary rights and authorizations under applicable U.S. law to submit Customer Data to the Services.

9. Ownership and Intellectual Property

a. Stronta Property.

Customer acknowledges that all right, title, and interest in the Services, including Intellectual Property Rights, shall remain with Stronta and its licensors, except for the limited rights granted to Customer herein. Customer shall not remove any proprietary notices or labels from the Services. All rights not expressly granted under this Section are reserved to Stronta.

b. Customer Data.

Stronta acknowledges that Customer owns all right, title, and interest in and to Customer Data. Customer grants to Stronta the worldwide right to use, access, host, copy, transmit, and display Customer Data, as reasonably necessary for Stronta to perform its obligations in accordance with this Agreement. Stronta may share Customer Data with its third-party contractors and service providers (including cloud hosting providers) to the extent required to deliver the applicable Services as contemplated by this Agreement, on the condition that such parties are subject to confidentiality obligations no less protective than those set forth in this Agreement.

c. System Data.

As part of the Services, Stronta may collect, access, use, process, transmit, or store usage and performance data relating to Customer’s use of the Services (“System Data”) for purposes of: (1) providing the Services; (2) research and development; and (3) improving the Services. Stronta owns all rights, title, and interest in and to aggregated, de-identified System Data.

d. Sharing of Information.

For the purpose of advancing awareness, detection, and prevention of Internet security risks, Stronta may distribute aggregated, de-identified, and anonymized Reports, Statistical Data, and System Data (including data derived from Customer Data, provided such data does not contain any Personal Data) to research organizations, third-party security researchers, and industry professionals through publications, blog posts, or social media channels, subject to the condition that no information identifying Customer shall be disclosed without Customer’s prior written consent. Stronta may further compile and publish aggregate statistics derived from information processed by Stronta to track and report on security risk trends.

e. Submission.

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

f. Templates and Formats.

Customer acknowledges that for some Services, Stronta may provide certain Stronta templates and formats to Customer, and Customer will have a non-exclusive, non-transferable, non-sublicensable right to use, modify, display, and reproduce such templates and formats for Customer’s internal use with the applicable Service, subject to the restrictions set forth in this Agreement. In the event that any modified templates or formats do not incorporate or contain Customer Data or Customer Marks, Stronta shall retain all right, title, and interest in and to such formats or templates.

Customer acknowledges that any templates or formats provided by Stronta are provided as starting points only. Customer is solely responsible for reviewing, modifying, and determining whether any template or format meets Customer’s specific needs, including compliance with applicable laws and regulations. Upon Customer’s modification or use of any template or format, Customer assumes full responsibility for the content, accuracy, and legal sufficiency of the resulting document, and Customer shall indemnify, defend, and hold harmless Stronta from and against any claims, losses, damages, or liabilities arising out of or related to Customer’s use or modification of such templates or formats.

10. Confidentiality

a. Nondisclosure.

Each Party shall hold in strict confidence all Confidential Information received from the other Party (the “Disclosing Party”). The Party receiving such Confidential Information (the “Receiving Party”) shall not use, disclose, or permit the use of such Confidential Information except as explicitly authorized under this Agreement. Where disclosure is permitted by this Agreement, the Receiving Party shall ensure that its employees, agents, and consultants are bound by confidentiality obligations no less protective than those contained in this Agreement. The Receiving Party shall protect the Confidential Information of the Disclosing Party using at least the same degree of care it employs to safeguard its own Confidential Information of a similar nature, and in no event less than a reasonable standard of care. The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of Confidential Information.

b. Exceptions.

The restrictions on disclosure set forth herein shall not apply to Confidential Information that the Receiving Party is compelled to disclose by order of a court, government agency, or regulatory authority, provided that the Receiving Party shall make reasonable efforts to obtain confidential treatment or a protective order with respect to such disclosure. Additionally, the confidentiality obligations of this Section shall not apply to the extent the Receiving Party can demonstrate by clear and convincing evidence that such Confidential Information: (1) was already in the Receiving Party’s possession, free of any confidentiality obligation, prior to disclosure by the Disclosing Party; (2) was publicly known or otherwise part of the public domain at the time it was disclosed to the Receiving Party; (3) subsequently became publicly known or part of the public domain through no act or omission of the Receiving Party in breach of this Agreement; (4) was lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (5) was independently developed by the Receiving Party without reference to or use of any Confidential Information.

c. Return or Destruction of Confidential Information.

Upon written request by the Disclosing Party, the Receiving Party shall promptly destroy or return to the Disclosing Party all copies and tangible embodiments of the Disclosing Party’s Confidential Information. Upon any termination or expiration of this Agreement, each Party shall promptly destroy or return to the other Party all Confidential Information received from the other Party, including all copies thereof.

11. Service Management

a. Interruptions.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime of the Services except as otherwise set forth in an applicable Order.

b. Updates.

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion.

c. Service Monitoring.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of this Agreement; (2) monitor performance, stability, and integrity of the Service to prevent or remediate technical issues; and (3) track usage.

12. Limited Warranties and Representations

a. General Representations.

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with this Agreement; (2) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise, except through Stronta-provided APIs or as otherwise authorized; (3) you will not use the Services for any illegal or unauthorized purpose; and (4) your use of the Services will not violate any applicable law or regulation.

If Customer provides any materially false or inaccurate information, Stronta may suspend or terminate Customer’s access to the Services in accordance with Section 7.

b. Limited Warranty.

Stronta represents and warrants to Customer that the Services shall perform in substantial conformity with the applicable documentation, provided that the Services are used in compliance with such documentation and this Agreement. If there is any breach of this warranty which can be replicated or verified, Stronta will use commercially reasonable efforts to repair the Services to resolve such non-conformance. The foregoing remedy shall constitute Customer’s sole and exclusive remedy for any failure of the Services to meet this limited warranty. To exercise the remedy set forth in this Section, Customer shall deliver written notice to Stronta that specifies in detail the nature of the purported non-conformance. Stronta will have no obligation to undertake any remedial measures if the non-conformance is caused by (1) modification of the Services by any party other than Stronta; (2) the combination or use of the Services with materials or services not furnished or approved by Stronta; or (3) failures caused by abuse or improper use by Customer.

c. Disclaimer of Warranties.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

13. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, STRONTA’S TOTAL CUMULATIVE LIABILITY TO YOU, FOR ANY CLAIM AND UNDER ANY THEORY OF LIABILITY, SHALL UNDER NO CIRCUMSTANCES EXCEED THE AGGREGATE FEES REMITTED BY YOU TO STRONTA FOR THE SERVICES DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM.

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. Indemnification

a. Stronta Indemnity.

Stronta shall indemnify, defend, and hold harmless Customer from and against any third-party allegation that the Services infringe upon any trademark, copyright, trade secret, or patent right, and shall indemnify Customer against any settlement amounts agreed to by Stronta or any final judgment rendered against Customer by a court of competent jurisdiction. In the event the Services are found to be infringing or if Stronta deems it advisable as the result of a claim or threatened claim, Stronta will, in its sole discretion and control (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) if (a) and (b) are not reasonably practicable as determined by Stronta in its discretion, terminate this Agreement as to the infringing Services and refund on a pro-rata basis any Fees paid in advance for the Subscription. The foregoing shall constitute Customer’s sole and exclusive remedy for any claim of infringement. Stronta shall bear no liability for any claim of infringement arising out of or based upon: (i) modifications to the Services made by Customer or any third party that are outside the scope of the Documentation; (ii) data or materials provided by Customer; or (iii) the combination of the Services with any materials or services not furnished by Stronta (collectively, the “Excluded Activities”).

THE OBLIGATIONS OF STRONTA SET FORTH IN THIS SECTION REPRESENT STRONTA’S SOLE AND EXCLUSIVE LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM INVOLVING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE SERVICES.

b. Customer Indemnity.

Customer shall indemnify, defend and hold Stronta, its officers, directors, employees, shareholders, and agents harmless from and against any and all liabilities, losses, damages, cost, and expenses (including reasonable attorneys’ fees) incurred or suffered by Stronta from third-party claims as the result of (1) any material breach of this Agreement by Customer; (2) any claim against Stronta that any Customer Data or Customer software, services, or materials infringe or misappropriate any patent, trademark, copyright, trade secret, or other third-party Intellectual Property Rights; (3) any claim that Customer’s use of Customer Data with the Services violates any Data Protection Laws or other legal obligations; or (4) Customer’s violation of Section 5(c) (Restrictions). Stronta reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Stronta in asserting any available defenses.

c. Procedure.

To seek indemnification under this Agreement, the indemnified Party shall provide timely written notice describing the claim and shall cooperate fully with the indemnifying Party in the defense thereof. No settlement of any indemnifiable claim shall impose a specific performance obligation on the indemnified Party (other than cessation of use of the Services) or include any admission of liability on the part of Stronta, without Stronta’s prior written consent. The indemnified Party may, at its own expense, retain separate counsel and participate in the defense of any indemnifiable claim.

15. General

a. Entire Agreement.

This Agreement, together with all applicable Orders, embodies the full and complete understanding between Stronta and Customer with respect to the Services and supersedes all prior agreements, whether oral or written, between Stronta and Customer relating to the subject matter of this Agreement. Stronta expressly rejects and shall treat as void any additional or different terms or conditions proposed by Customer, including without limitation any terms or conditions contained in or referenced by any purchase order, acceptance, or acknowledgement. No modification or amendment to this Agreement shall be binding unless made in writing and executed by an authorized representative of each Party. Section headings are included for convenience of reference only and shall not affect the interpretation of these Terms.

b. Marketing.

Unless Customer opts out by providing written notice to hello@stronta.com, Customer grants Stronta a limited, revocable license to display Customer’s name and logo on Stronta’s website and in Stronta’s marketing materials for the duration of the Term, solely for the purpose of identifying Customer as a client of Stronta.

c. Independent Contractors.

The Parties are independent contractors under this Agreement, and nothing contained herein shall be construed as establishing an agency, employment, or partnership relationship between the Parties. Neither Party shall possess any authority to bind, commit, or otherwise obligate the other Party in any way.

d. Assignment.

Neither Party may assign or delegate its rights or obligations under this Agreement without obtaining the prior written consent of the other Party, such consent not to be unreasonably withheld. Any purported assignment or transfer made in contravention of this provision shall be void ab initio. Notwithstanding the foregoing, either Party may assign this Agreement without the other Party’s prior written consent to a successor entity in connection with a merger, corporate reorganization, or a sale of all or substantially all of such Party’s assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

e. Compliance with Laws; Anti-Corruption.

Each Party agrees to comply with all laws applicable to the actions and obligations contemplated by this Agreement. Each Party represents and warrants that, during the term of this Agreement, neither Party nor any of its officers, employees, agents, representatives, contractors, intermediaries, or any other person or entity acting on its behalf has taken or will take any action, directly or indirectly, that contravenes the United States Foreign Corrupt Practices Act 1977.

f. Government Rights.

The Services constitute a commercial product offered on the open market, developed exclusively at private expense without reliance on any government funding. The Services are considered “commercial products,” “commercial computer software,” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. §§ 2.101, 12.212, 227.7202, as applicable. If the Services are provided or licensed to government end-users, it is: (a) only as commercial products, and (b) with only such rights as are granted to all other commercial end-users pursuant to the Terms herein.

g. Survival.

The following provisions, together with any other terms required for the interpretation or enforcement of this Agreement, shall remain in full force and effect following any termination or expiration of this Agreement: Sections 4 (Customer Responsibilities); 5(c) (Restrictions); 6 (Term; Fees; Renewals); 7(b) (Effects of Termination); 8 (Data Privacy and Security); 9 (Ownership and Intellectual Property); 10 (Confidentiality); 12 (Limited Warranties and Representations); 13 (Limitation of Liability); 14 (Indemnification); and 15 (General).

h. Electronic Communications and Signatures.

The Parties agree that electronic communications, including email, satisfy any requirement under this Agreement that a communication, notice, or other document be “in writing.” The Parties consent to the use of electronic signatures on agreements, Orders, and other records arising under or related to this Agreement. Each Party waives any right or requirement under applicable law that requires an original ink signature, physical delivery of documents, or retention of non-electronic records for any purpose covered by this Agreement

i. Force Majeure.

Neither Party shall be liable for any failure to perform or delay in performance (other than obligations to make payment) resulting from causes beyond such Party’s reasonable control, including without limitation disruptions to utilities, communications, or transmission systems; outages of infrastructure or cloud service providers; power failures; strikes or labor disputes; acts of God; acts of war or terrorism; pandemics; floods; sabotage; fire; or other natural or man-made disasters.

j. Waiver & Severability.

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s rights under this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction to be overbroad or unenforceable, the Parties agree that such court shall reform such provision to the minimum extent necessary to make it enforceable, thereby preserving the intent of the original provision to the maximum extent permitted by applicable law. The remaining provisions of this Agreement shall continue in full force and effect.

k. Disputes and Governing Law and Jurisdiction.

This Agreement and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Denver, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Denver, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Each arbitration shall be conducted on an individual basis between the Parties. No arbitration proceeding under this Agreement shall be consolidated with any other arbitration proceeding without the written consent of both Parties.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

l. Injunctive Relief.

Customer recognizes and agrees that any breach of this Agreement would result in irreparable injury to Stronta for which monetary compensation alone would be insufficient. Accordingly, in addition to any damages and other remedies available at law or in equity, Customer recognizes and agrees that Stronta shall be entitled to seek injunctive or other equitable relief to restrain the actual, threatened, or continuing breach of this Agreement.

m. Contact Us.

For notices or questions under this Agreement, or to report a dispute, contact Stronta at:

Stronta Incorporated
459 S Pennsylvania St.
Denver, CO 80209
hello@stronta.com