WELCOME TO STRADECHAT! PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING STRADECHAT’S CLOUD-BASED COMMUNICATION SERVICE WHICH PROVIDES A SECURE, EFFICIENT AND ROBUST ECOSYSTEM FOR HIGH-VALUED INFORMATION EXCHANGE (THE “STRADECHAT SERVICES”).
THESE TERMS AND CONDITIONS (THE “TERMS”) GOVERN YOUR USE OF THE STRADECHAT SERVICES OFFERED BY STRATTNERS® COMPANY (“STRADECHAT”).
The Stradechat Services are available for your use only on the condition that you agree to the terms and conditions set forth below, all with the intention to form a legally binding agreement. By clicking “Accept”, accessing, or using the Stradechat Services, you have indicated that you are at least 18 years of age or older, understand these Terms and accept all its terms. If you are an employee, consultant or contractor using the Stradechat Services on behalf of or as part of your work for a company or other entity (the “Company”) that has entered (or an affiliate of which has entered) into a separate agreement with Stradechat (the “Services Agreement”), you represent that you are an “Authorized User” authorized by such Company to use the Stradechat Services and, in such case, references to Services Agreement in these Terms shall be deemed to refer to the Services Agreement between Stradechat and such Company (or an affiliate thereof, as applicable), as may be amended from time to time. Capitalized terms used in these Terms but not defined herein shall have the meanings ascribed thereto in the Services Agreement.
1. STRADECHAT SERVICES
1.1 Authorized User Access Information. To access the Stradechat Services, you will be required to create an account with Stradechat or the Company will create an account for you (the “Account”). You will receive a login ID and password via email from Stradechat or from the Company, or the Company may opt in for a single sign-on feature, enabling you to access the Stradechat Services by signing on through your work credentials (the “Authorized User Access Information”). You agree to keep confidential your login IDs or passwords. If a login ID or password is disclosed to any third party or otherwise compromised, you agree to notify Stradechat or the appropriate Stradechat representative at your Company promptly upon becoming aware of the foregoing. STRADECHAT SHALL NOT BE RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR AUTHORIZED USER ACCESS INFORMATION RESULTING FROM YOUR OR THE COMPANY’S FAILURE TO SECURE YOUR LOGIN ID OR PASSWORD.
1.2 Grant of License. Subject to your compliance with the terms and conditions of these Terms, Stradechat grants you a non-exclusive, worldwide, non-transferable, and non-sublicensable license to access and use the Stradechat Services.
1.3 DATA PROTECTION.
By accepting these Terms, you acknowledge the following:
(a) the collection, processing, and use by Stradechat, its agents, and/or its affiliates, of your PII (as defined below and as instructed by your Company), whether provided directly by you or by the Company on your behalf, as necessary to create an Account and provide and improve the Stradechat Services in accordance with the Services Agreement and these Terms, and as more fully set out in the Privacy Policy; and
(b) the storage of and (only on your Company’s instructions) access to messages which you post, send or receive (including voice or video chat messages) or any other information or text, audio or video communication exchange created by you or sent to your Account (“Posted Data”), in each case, by the Company, and where such Posted Data is sent to an Account of an Authorized User of a third party, to the storage and (subject to the consent of that third party or his or her employer) access to such Posted Data by that third party.
As stated in the Privacy Policy, we are processing your PII on behalf of your Company. Any questions you have about your PII, and any requests in relation to PII, should be sent to Stradechat Communication Services, LLC, 1 World Trade Center, Suite 45D, New York, NY 10007, Attn: General Counsel.
“PII” as used herein means any data, information, or combination of data and information that is provided to Stradechat by you, your Company, or through your use of the Stradechat Services, and which information can be used to identify or locate you.
1.4 Acceptable Use Policy. You will be solely responsible for the accuracy, propriety, quality, integrity and legality of all your Posted Data. By accessing or using the Stradechat Services, you agree not to:
use the Stradechat Services or the third-party applications included in or available through the Stradechat Services to engage in illegal, fraudulent or other wrongful conduct, including but not limited to (a) distributing defamatory, obscene or unlawful content or content that promotes bigotry, racism, misogyny or religious or ethnic hatred, (b) transmitting any information or data that infringes any intellectual property rights of any third party or that is otherwise libelous, unlawful, or tortious, (c) stalking, harassment, or threatening others with violence or abuse, or (d) violation of any applicable law;
use the Stradechat Services or the third-party applications included in or available through the Stradechat Services to send abusive commercial solicitation, such as “junk” messages, spam and pyramid schemes;
make the Stradechat Services accessible to anyone other than you;
create, modify, distribute, transmit, display, or perform derivative works based on the Stradechat Services or any third-party content or applications included in or available through the Stradechat Services;
disassemble, decompile or otherwise reverse engineer the Stradechat Services or any third-party content or applications included in or available through the Stradechat Services;
use the Stradechat Services or any third-party content, services or applications included in or available through the Stradechat Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
intentionally interfere with or disrupt the integrity or performance of the Stradechat Services or thirdparty data, services or applications contained therein;
attempt to gain unauthorized access to the Stradechat Services or to any third-party services, content or applications included in or available through the Stradechat Services or their related systems or networks; or enable others to violate any of these Terms; provided that the foregoing will not prohibit you from using the Stradechat Services in the course of providing services to your customers. In addition, unless otherwise specifically permitted by Stradechat in writing, you may not access the Stradechat Services for any benchmarking against third-party services for competitive purposes.
1.5 Privacy Policy. Stradechat acts as a data processor on behalf of your Company. As such, we process your PII on the instructions of your Company. To see how we process PII, please refer to our Privacy Policy, which can be found at www.strattners.com. Further information about how we process your PII can be obtained from Stradechat Communication Services, LLC, 1 World Trade Center, Suite 45D, New York, NY 10007, Attn: General Counsel. By accessing or using the Stradechat Services, you acknowledge Stradechat’s use of the PII and Posted Data posted or uploaded about you into the Stradechat Services by you or the Company, such as name, title, job description, location, email alias, email address and any other information about you or that can be used to identify you (“Profile Data”) in accordance with the Privacy Policy. When processing any of your or other Authorized Users’ Profile Data, Stradechat will comply with the provisions of the Services Agreement.
1.6 DMCA. Stradechat respects the intellectual property of others and asks that you do too. Stradechat’s policy is to terminate in appropriate circumstances users who repeatedly infringe the rights of copyright holders.
2 LICENSE TO PROFILE DATA AND FEEDBACK
2.1 Profile Data. By making your Profile Data available through the Stradechat Services you hereby grant to Stradechat a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use and distribute your Profile Data in order for Stradechat to operate and provide the Stradechat Services to the Company and for use by you until either (a) the date on which the contractual relationship between you and the Company ceases to exist; or (b) the effective date of termination of these Terms by you or Stradechat; or (c) the effective date of termination of the Services Agreement by the Company.
2.2 Feedback. You may, at your option, provide Stradechat with feedback, comments, and suggestions for improvements to the Stradechat Services (collectively, “Feedback”). You hereby grant to Stradechat a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to any Feedback under any and all intellectual property rights that you own or control.
3 NO WARRANTY. EXCEPT AS SET FORTH IN THE SERVICES AGREEMENT, THE STRADECHAT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. STRADECHAT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STRADECHAT OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
4 LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT SUCH DAMAGES CANNOT BE LIMITED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL STRADECHAT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR OPERATION OF THE STRADECHAT SERVICES, DAMAGES ARISING FROM ANY LOSS OF DATA, LOSS OF PROFITS, LOST SALES OR BUSINESS INTERRUPTION OF ANY CHARACTER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF STRADECHAT HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND STRADECHAT’S LIABILITY FOR ANY DIRECT DAMAGES HEREUNDER SHALL BE LIMITED TO $100.
5 CONFIDENTIAL INFORMATION
5.1 Definition. “Confidential Information” means information or data supplied in confidence by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”), or acquired by the Receiving Party pursuant to these Terms. Confidential Information includes all information that is marked as confidential or that a reasonable person should consider confidential in the context of its disclosure or due to the nature of the information itself, and may include technical and non-technical information, intellectual property rights, know-how, designs, techniques, plans, forecasts, projects, analyses, financial information and fee structures, or any other information relating to any research project, work in process, future development, marketing or business plans or financial or personnel matters relating to either party.
5.2 Exclusions. The obligations and restrictions set forth in this Section 5 will not apply to any information that: (i) is or has become publicly available other than through an act or omission of the Receiving Party in breach of these Terms; (ii) was provided to the Receiving Party by a third party who was not under an obligation of confidentiality to the Disclosing Party; (iii) was in the possession of the Receiving Party at the time of the disclosure; or (iv) was independently developed by the Receiving Party.
5.3 Use and Disclosure Restrictions. The Receiving Party will maintain all Confidential Information of the Disclosing Party in confidence and will safeguard such Confidential Information with the same care as (i) in your case, with which you protect the comparable Confidential Information of the Company (if applicable, and if not so applicable, your Confidential Information) and (ii) in Stradechat’s case, with which Stradechat protects the comparable Stradechat Confidential Information, but in no case with less than a reasonable degree of care. The Receiving Party will: (a) to the extent the Receiving Party is an employee, consultant or contractor using the Stradechat Services on behalf of or as part of the Receiving Party’s work for the Company, only disclose the Disclosing Party’s Confidential Information to (where applicable) those of Company’s employees, directors, officers or agents (or those of its respective affiliates) on a need-to-know basis to perform obligations and exercise such Receiving Party’s rights under these Terms, and (b) only use the Disclosing Party’s Confidential Information to perform such Receiving Party’s obligations or exercise such Receiving Party’s rights under these Terms and in accordance with applicable data privacy laws. The provisions of this Section 5.3 shall remain in effect for a period of three (3) years after the expiration or termination of these Terms.
5.4 Permitted Disclosures. Subject to, (i) in your case, any Company policy (if and where applicable) which governs provision of Confidential Information to third parties and (ii) in case of Stradechat, the provisions of the Services Agreement which govern provision of Confidential Information to third parties, a Receiving Party may provide the Confidential Information to a Governmental Authority if: (a) such Confidential Information is required to be filed with or disclosed to any Governmental Authority, or (b) the Receiving Party is requested to do so by such Governmental Authority and such Governmental Authority has regulatory authority over such Receiving Party. In each such event, the Receiving Party will, to the extent permitted to do so, promptly notify the Disclosing Party of the intended disclosure, so that the Disclosing Party may take any actions available to such Disclosing Party to file an objection to the intended disclosure with the applicable Governmental Authority, or seek to prevent it through judicial process or similar means. Notwithstanding the foregoing, notice and an opportunity to object will not be required where prohibited by applicable law or if the intended disclosure is to a Governmental Authority with supervisory authority over the Receiving Party, which disclosure will be permitted without any requirement of notice to any person or entity. In each such event, the Receiving Party will take the same action with respect to preserving the confidentiality of Confidential Information (by way of example only, by requesting confidential treatment) as such Receiving Party would take (A) in your case, with respect to the comparable Confidential Information of the Company (if applicable, and if not so applicable, your Confidential Information) and (B) in Stradechat’s case, with respect to the comparable Stradechat Confidential Information.
6 TERM AND TERMINATION
6.1 Term. These Terms commence on the date that you first access or use the Stradechat Services and will continue in effect for the term of the applicable Subscription Period under any Services Agreement between Stradechat and the Company (if applicable) or until otherwise terminated by you or Stradechat. Upon termination of these Terms for any reason, you will cease your use of the Stradechat Services.
6.2 Termination. Where either your Company or Stradechat terminates the Services Agreement or where you or your Company instruct Stradechat to terminate your Account, you will cease to have rights to use the Stradechat Services as an Authorized User (if applicable) or in your individual capacity from the effective date of such termination. You also acknowledge that, subject to the requirements of applicable law or regulation, certain PII may remain in archived/backup copies held by Stradechat and/or the Company in accordance with the retention practices of Stradechat or of the Company in accordance such party’s private policy or as otherwise required by law. You acknowledge and agree that your Account may be subject to your Company’s control and that your Company may restrict or terminate your access to the Stradechat Services, and these Terms, at any time.
6.3 Surviving Provisions. Sections 1.3, 1.4, 2, 3, 4, 5, 6.1, 6.3, and 7 will survive the termination or expiration of these Terms for any reason whatsoever.
7 GENERAL
7.1 Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties.
7.2 Miscellaneous. These Terms will be governed by and construed in accordance with the laws of the State of New York without regard to or application of conflict of laws rules or principles. The following provision will only apply to you to the extent you are an employee, consultant or contractor using the Stradechat Services on behalf of or as part of your work for a Company that has entered into a Services Agreement with Stradechat: any action, dispute, claim or controversy, whether in contract or tort, statutory or common law, legal or equitable, or under any law or regulation, now existing or hereafter arising under or in connection with, or in any way pertaining to, these Terms, will be resolved by arbitration in accordance with the arbitration provisions of the Services Agreement, mutatis mutandis, as if the references to the parties to the Services Agreement therein were references to you and Stradechat. Neither party may assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without the other party’s prior written consent, except that Stradechat may transfer these Terms without consent (a) in connection with the assignment of the Services Agreement, (b) to a successor of all or substantially all assets of its business and (c) to an acquirer pursuant to any direct or indirect change in control of Stradechat, including without limitation, pursuant to any merger, acquisition, consolidation, or other corporate restructuring in which Stradechat participates. Stradechat may modify these Terms at any time in its sole discretion and will notify you of such modifications (whether directly or through your Company). It is important that you review the modified Terms because if you continue using the Stradechat Services after Stradechat posted the modified Terms, you are indicating that you agree to be bound by the modified Terms. If a court of competent jurisdiction determines that any provision, covenant or condition of these Terms, or the application hereof to any person, entity or circumstance is deemed invalid or to any extent unenforceable, that wording insofar as it relates to that person, entity or circumstance will be deemed not to be included in these Terms, and the balance of these Terms will remain in full force and effect and continue to be binding upon the parties. Subject to Section 7.3, where applicable, these Terms constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior communications, proposals, representations, agreements and understandings, whether written or oral, relating to its subject matter.
7.3 Conflict. Notwithstanding any other provisions of these Terms, nothing in these Terms will limit or change the terms or conditions of the Services Agreement (where applicable). In the event of any conflict or inconsistency between these Terms, the Privacy Policy and the Services Agreement, these Terms, the Privacy Policy and the Services Agreement shall be interpreted in such a manner as to give effect to each to the extent possible. In the event that it is not possible to so interpret any provision of these Terms, the Privacy Policy and the Services Agreement, the applicable provision of the Services Agreement shall govern.
7.4 Contact Information. If you have any questions about these Terms or the Stradechat Services, please contact Stradechat at nick@strattners.com
