Terms of Use

Terms of Use

Updated: June 18th, 2018

STRALA, Inc., a Delaware corporation (“STRALA,” “we,” “us,” or “our” as the context dictates), owns and operates the websites strala.com, app.strala.com and other sites linking to these Terms of Use, including mobile versions or application-based versions of such sites (collectively, the “Sites” or, individually, a “Site”).The Sites include information regarding STRALA, its organization and history, and its software as a service platform (the “STRALA Platform”). In the event you subscribe to the STRALA Platform, your subscription and use of the platform will also be governed by separate agreements and policies between you and STRALA.

The Sites are offered and available to users who are 18 years of age or older.

TERMS AND CONDITIONS, CHANGES TO THE TERMS OF USE**These terms of use (“Terms of Use”) are an agreement entered into between you and STRALA governing your access to and use of our Sites, including any of the content or functionality of the Sites. By using or accessing the Sites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with STRALA. If you use the Sites on behalf of an entity or business, you must have authority to bind such party. In such case, the term “you” includes the entity and its authorized agents that use the Sites

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING ANY PAGES ON THE SITES; CREATING AN ACCOUNT; POSTING, SUBMITTING, TRANSMITTING OR UPLOADING ANY INFORMATION OR CONTENT THROUGH THE SITES; USING THE STRALA PLATFORM; OR ORDERING ANY PRODUCTS OR SERVICES THROUGH THE SITES, YOU EXPRESSLY AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS, CONDITIONS, LIMITATIONS, NOTICES AND COVENANTS SET FORTH IN THESE TERMS OF USE AND ANY APPLICABLE POLICIES AND DISCLAIMERS REFERENCED HEREIN OR ON THE SITES. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE OR OTHER POLICIES, DO NOT USE THE SITES.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when posted. Your continued use of the Sites following such posting means that you accept and agree to the changes. You are expected to check these Terms of Use from time to time so you are aware of any changes, as they are binding on you.

We may change, suspend, modify, or discontinue all or any part of the Sites in our sole discretion with or without notice. We are not liable if for any reason all or any part of a Site is unavailable at any time or for any period. We are not obligated to correct or update any information or content on the Sites. We reserve the right to block or deny access to a Site to anyone at any time for any reason.

Account Access and Security

You may choose to register and create an account to access certain content and functionality of the Sites. If you choose to create an account, you must provide us an email address and password and may be required to provide additional personal information. To protect your account, you should choose a username and password that is not associated with your personal information.

You are responsible for maintaining the confidentiality of your account, password and other information. Any account you create is personal to you (or your company) and you agree to not provide any other person with access to it. You agree to notify us immediately if you learn of any unauthorized access to or use of your account. You may be required to logout from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view your information. We may disable any account at any time in our sole discretion.

United States copyright law criminalizes production and dissemination of technology, devices or services intended to circumvent measures (commonly known as digital rights management or DRM) that control access to copyrighted works. It also criminalizes the act of circumventing an access control, whether or not there is actual infringement of a copyright itself.

Any information you provide to us must be correct, current and complete. Our use of such information is governed by our Privacy Policy located at you consent to our use of such information consistent with the Privacy Policy.

User Content

The Sites may now or in the future contain message boards, chat rooms, personal web pages or profiles, and other interactive features (collectively, “Interactive Services”) that allow you and others to post, submit, publish, display, or transmit (“post”) content, material, information, suggestions, ideas, questions, comments, or other communications (collectively, “User Content”), including User Content commenting on, critiquing, relating to, or providing suggestions for improvements for the Strala Platform. Other than personally identifiable information (“PII”) which you provide to us in connection with your account or as requested or required by the Sites (which PII is subject to our Privacy Policy) and except as expressly provided in these Terms of Use or any other express agreement of Strala, any User Content is and will be considered non-confidential and non-proprietary and you grant to us an unrestricted, non-exclusive, perpetual, royalty-free, worldwide, transferable, and irrevocable license and right, but not the obligation, to use, edit, alter, copy, reproduce, disclose, display, publish, prepare derivative works from, perform, market, distribute, exhibit, broadcast, or otherwise exploit such User Content, in whole or in part, in any form, media or technology, now known or hereafter developed. If we adopt any suggestions or improvements related to the Strala Platform, such suggestions and improvements will be the sole property of Strala and you will receive no compensation or credit for such matters.

We have no obligation to use, return, review, or respond to any User Content. You understand and acknowledge that you are responsible for any User Content you submit or contribute and have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. In providing any User Content, you represent and warrant that (a) you own or control all rights in and to such User Content and have the right to grant the license granted above and (b) all of your User Content does and will comply with these Terms of Use.

Content Standards

You agree that you will not post any User Content that (a) infringes or violates any other party’s intellectual property rights; (b) does not comply with applicable laws and regulations, or (c) contains any expressions of hate, abuse, offensive images or conduct, or any similar content. Without limiting the foregoing, User Content must not:

Monitoring OR REMOVAL OF USER CONTENT

We are not responsible or liable to any third party and assume no liability for any action or inaction regarding posting of User Content by any user or third party. At our discretion we may, but are not obligated to, take steps to monitor User Content; however, we do not review any material before it is posted, and cannot ensure prompt removal of objectionable material after it has been posted. We are not deemed to endorse, verify, or agree with any User Content.

We reserve the right, in our sole discretion, to (a) remove or refuse to post any User Content for any or no reason; (b) take any action with respect to any User Content that we deem necessary or appropriate, if we believe that it violates the Terms of Use or Content Standards, infringes any intellectual property rights, threatens a person’s safety or could create liability for STRALA; or (c) take appropriate legal action, including referral to law enforcement, for illegal or unauthorized User Content or use of the Sites.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content. YOU WAIVE AND HOLD HARMLESS STRALA AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY STRALA OR LAW ENFORCEMENT AUTHORITIES. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Prohibited Uses

Additionally, you agree not to:

Intellectual Property Rights

**The Sites, including all of their content, features and functionality (including any information, software code, text, displays, images, video and audio, and the design, selection and arrangement of such material) are owned by us or our licensors or other providers, are protected by US and international copyright, trademark, and other laws and treaties, and may not be used except as permitted in these Terms of Use. No right, title, or interest in or to the Sites or any of their content is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

You may not modify, reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Sites or any materials on the Sites, except as expressly permitted by these Terms of Use or other applicable policies. You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials.

If you print, copy, modify, download or otherwise use or provide any other person with access to, any part of the Sites in breach of the Terms of Use, your right to use the Sites will cease immediately and you must destroy any copies of the materials you have made.

Trademarks

**We own and retain all rights in our trademarks, trade names, and trade dress which may be used in the Sites, including our company and Product names, logos, slogans, and designs, which are registered and/or common law trademarks of Strala and are protected by United States and international laws and treaties. No license to use such items is granted to you under these Terms of Use or by your use of the Sites. We will aggressively enforce our intellectual property rights to the fullest extent of the law.

All other names, logos, product and service names, designs and slogans on the Sites are the trademarks of their respective owners.

Reliance on Information Posted

The Sites may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Strala, are solely the opinions and the responsibility of the person providing those materials. We are not responsible for the content or accuracy of any materials provided by any third parties. We do not warrant the accuracy, completeness or usefulness of any information on the Sites. Information About You and Your Visits to the Sites

We may automatically collect information about you and how you navigate and use the Sites. All such information is subject to our Privacy Policy. By using the Sites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Sites and Social Media Features

You may link to our Sites, provided you do so in a way that is legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

Our Sites may offer integration with social media websites. The Sites may provide certain social media features that enable you to (a) link from your own or certain third-party social media websites to certain content on the Sites; (b) send e-mails or other communications with certain content, or links to certain content, on the Sites; or (c) cause limited portions of content on the Sites to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not (i) establish a link from any website or social media account that is not owned or controlled by you; (ii) cause the Sites or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (iii) link to any part of the Sites other than the homepage; or (iv) otherwise take any action with respect to the materials on the Sites that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We may withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Sites

If the Sites contains links to other sites and resources provided by third parties, these links are provided for your convenience only and do not signify that we endorse any such websites or companies, including any sponsor. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. These third party websites have their own terms of use and policies and are not subject to these Terms of Use.

Geographic Restrictions

We are based in the State of Utah in the United States. We provide the Sites for use only by persons located in the United States. We make no claims that the Sites or any of its content is accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED IN THESE TERMS OF USE OR OTHER APPLICABLE AGREEMENTS OR POLICIES, THE SITES AND ANY CONTENT AND SERVICES ON THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

EXCEPT AS EXPRESSLY PROVIDED, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability and Time to File Claims

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES.

IN NO EVENT WILL STRALA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO THE SITES, ANY CONTENT ON THE SITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnification

You agree to defend, indemnify and hold harmless Strala, its affiliates, licensors and service providers, and its and their respective officers, directors, managers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use.

Governing Law and Jurisdiction

You agree that all matters relating to the Sites and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).

You agree that the federal and state courts located in the of the State of Utah have exclusive jurisdiction over any legal proceedings relating to, arising out of, or connected in any way to your use of the Sites. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from the use of these Terms of Use or the Sites, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law.

Waiver and Severability

No waiver of by Strala of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Strala to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our constitute the sole and entire agreement between you and us with respect to the Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Sites. If you purchase the STRALA Platform, your use of the platform will also be subject to any additional agreement or policy you agree to in connection with such purchase or the platform.

Your Comments and Concerns

The Sites are operated by STRALA, Inc., located at:

3851 North Thanksgiving Parkway
Suite 410
Lehi, UT, 84043 United States

All feedback, comments, requests for technical support and other communications relating to the Sites should be directed to:

legal@strala.com