Terms and Conditions
Date updated: January 6, 2025
The below Terms and Conditions are incorporated into the Order Form between Strada and the Customer.
1. DEFINITIONS
1.1 Capitalized terms in this Agreement have the meanings given to them in Exhibit A below.
2. STRADA’S SERVICES
2.1 General. Strada shall make the Services available to the Customer pursuant to this Agreement.
2.2 Data Security. Strada shall employ at least industry standard practices to protect CustomerData from unauthorized collection, use, or access via the Services. Stradashall only access, use, process, modify, delete, or disclose Customer Data: (1)to provide the Services in accordance with this Agreement; (2) to providesupport services and prevent or address service or technical problems; (3) ascompelled by law and in accordance with Section 6 (Confidentiality); (4) tosend the Customer communications about the Services (e.g., notices of scheduledmaintenance) or for educational or informational purposes to optimize theCustomer’s use of the Services; or (5) as expressly permitted in writing by theCustomer or this Agreement.
2.3 Professional Services. If there are any other services described in the Order Form (e.g., training or consulting services) or if the Parties agree on additional services in writing, then Strada shall provide those services at Strada’s standard hourly rates then in effect, unless otherwise stated in the Order Form or other written agreement.
2.4 Protection of the Services. Strada has the right to suspend the Customer’s access to the Services if the Customer’s use, in Strada’s reasonable judgment, threatens the security, stability, integrity, or availability of the Services or otherwise harms or threatens to harm Strada or any third party. In such event, Strada shall use commercially reasonable efforts to notify the Customer in advance of such suspension and to provide the Customer with an opportunity to correct the issue prior to any such suspension. Strada shall restore the Customer’s access to the Services once Strada verifies that the Customer has resolved the condition requiring suspension. Strada will have no liability for any such suspension made in good faith pursuant to this Section and there will be no corresponding reduction to the fees owed under this Agreement.
3. CUSTOMER RESPONSIBILITIES
3.1 General. The Customer is solely responsible for its use of the Services, including all actions (whether or not authorized) taken by the Customer’s account. The Customer shall use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. The Parties hereby expressly acknowledge that Strada is not responsible for any Content created, submitted, or distributed by, or on behalf of, the Customer.
3.2 Account Access. The Customer shall: (1) limit access to its account in connection with the Services to persons who are the Customer’s employees and contractors; (2) ensure the Customer’s access credentials for its accounts and any related API keys are kept strictly confidential and not shared with any unauthorized person; and (3) promptly notify Strada of any known or suspected breach of security or unauthorized use of the Customer’s account or related API keys.
3.3 Use Restrictions. The Customer shall use the Services solely for its business purposes as contemplated by this Agreement. Without limiting the foregoing, the Customer shall not: (1) modify, copy, or create derivative works based on the Services; (2) license, sell, resell, lease, distribute, or otherwise commercially exploit as a standalone product, or make available to any third party, the Services, any component of the Services, or any Content not owned by the Customer (unless the Content is expressly licensed to the Customer for such purpose); (3) reverse engineer, decompile, or otherwise derive the source code and other intellectual property underlying the Services or attempt to do any of the foregoing (except to the extent applicable law prohibits restrictions on reverse engineering); (4) distribute via, or store on, the Services unlawful, offensive, or tortious material; (5) use the Services or the Content, or cause the Services or the Content, to infringe upon or violate any third-party intellectual property or other proprietary right; (6) attempt to gain unauthorized access to the Services, the Content, or the related systems or networks or allow third parties to do so; (7) access or search, or attempt to access or search, the Services or the Content by any means (automated or otherwise) other than through currently available, published interfaces; (8) probe, scan, or test the vulnerability of any system or network related to the Services or breach, disable, or circumvent Strada’s security measures; (9) interfere with or disrupt the integrity or performance of the Services, the data contained therein, or the servers or networks connected to the Services; (10) send via, upload to, or store on the Services any viruses, worms, time bombs, trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (11) use the Services or the Content to phish, pharm, pretext, spider, crawl, or scrape; (12) alter, remove, or suppress any copyright, trademark, or other proprietary notice displayed by the Services; (13) access the Services in order to build a competitive product or service or copy any features, functions, or other component of the Services; (14) use the Services to harass, defame, slander, or intimidate; or (15) use the Services or the Content for any illegal or unauthorized purpose.
3.4 Customer Data. The Customer is solely responsible for all Customer Data and its use, including distribution, via the Services. Strada has the right (but not the obligation), in its discretion, (1) to access and review Customer Data and (2) to refuse to distribute or otherwise process Customer Data where such Customer Data, or the delivery of such Customer Data to recipients, is, in Strada’s reasonable opinion, likely to be unlawful.
4. PAYMENT TERMS
4.1 Subscription Fee. The Customer shall pay to Strada the aggregate “Price / Month” of all subscription features listed on the Order Form (the “Subscription Fee”), on the payment schedule set forth therein. The Subscription Fee covers a subscription to the Services and the use of the Services in a given month, up to the number of Minutes listed on the Order Form (the “Monthly Minute Limit”). The Customer hereby acknowledges and agrees that: (1) the Subscription Fee is for a subscription to the Services and will not be decreased if the total number of Minutes actually used in a given month is less than the Monthly Minute Limit; (2) payment obligations under this Agreement are non-cancelable; and (3) any fees paid under this Agreement are non-refundable, except pursuant to Section 9.1 (Indemnification by Strada), Section 11.3 (Termination for Cause), or Section 12.11 (Force Majeure).
4.2 Additional Usage Amount. If the number of Minutes actually used by the Customer in a given month exceeds the Monthly Minute Limit, then the Customer shall also pay to Strada the additional fee for the number of additional Minutes, as set forth on the Order Form (the “Additional Usage Fee”). This fee will not be pro-rated and any unused Minutes will expire at the end of that given month.
4.3 One-Time Fees. The Customer shall also pay to Strada any one-time fees listed on the Order Form on or before the Subscription Start Date, unless otherwise stated in the Order Form.
4.4 Invoicing; Payment. Unless otherwise stated in the Order Form, (1) the Subscription Fee will be invoiced electronically for the corresponding period and due as set forth in the Order Form, (2) any Additional Usage Fee will be invoiced electronically at the end of each calendar month and due upon receipt of such invoice, and (3) any One-Time Fees will be due as set forth in Section 4.3. To the extent the Customer has provided ACH or credit card information to Strada for the purpose of processing payments, the Customer hereby authorizes Strada to automatically charge, without further notice, the Customer’s account for any fees set forth herein upon issuance of the corresponding invoice. We may engage a third-party intermediary to facilitate credit card processing. Such intermediary shall be authorized to use credit card information solely for the purpose of processing transactions explicitly authorized by you. Any notice, including electronic communication, issued by the third-party intermediary concerning the decline of your credit card or any other matter related to your account shall be deemed sufficient and valid notice from us. The Customer is responsible for maintaining complete and accurate billing and contact information within the Services.
4.5 Late Payments. If the Customer fails to pay any Fee when due, a late fee shall accrue on the unpaid amount at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, and the Customer will be responsible for all reasonable expenses of collection (including attorneys’ fees). In addition, if the Customer’s account is 30 days or more overdue, Strada has the right, in addition to any of its other rights or remedies, to suspend or terminate the Customer’s access to the Services upon written notice until such amounts are paid in full. Strada shall not exercise its rights to suspend or terminate the Services under this Section if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve such dispute.
4.6 Taxes. The payments set forth in this Agreement do not include any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with the Services, excluding taxes based on Strada’s net income or property. If Strada has any legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount will be invoiced to and promptly paid by the Customer, unless the Customer provides Strada with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. PROPRIETARY RIGHTS
5.1 License Grant to the Services. Strada hereby grants to the Customer a limited, non-exclusive, non-transferrable, non-sublicensable right and license to access and use the Services, during the Term, solely as contemplated by this Agreement.
5.2 License Grant to Customer Data. The Customer hereby grants to Strada a limited, non-exclusive, non-transferrable, non-sublicensable right and license to copy, distribute, and use the Customer Data and other intellectual property owned by or licensed to the Customer solely to perform the Services in accordance with this Agreement and as otherwise permitted herein.
5.3 Reservation of Rights. Subject to the rights expressly granted under this Agreement: (1) Strada retains and reserves all rights, title, and interest in and to the Services, and any intellectual property related thereto, including with respect to any software, applications, technology, improvements, enhancements, and modifications in connection with any of the foregoing; and (2) the Customer retains and reserves all rights, title, and interest in and to the Customer Data and any intellectual property related thereto. No rights are granted to either Party by this Agreement other than as expressly set forth herein.
5.4 Marketing Rights. Strada may use the Customer’s name verbally to identify the Customer as a Strada Customer and may also use the Customer’s name and logo in writing to identify the Customer as a Customer and in marketing materials; provided that Strada complies with any Customer-provided written trademark usage guidelines.
5.5 Feedback. In the event the Customer provides Strada with ideas, suggestions, comments, or other feedback regarding the Services (collectively, the “Feedback”), Strada has the right (but not the obligation) to use, disclose, reproduce, license, distribute, exploit, and incorporate into the Services such Feedback as it sees fit, without obligation (including any payment obligation to the Customer) or other restriction. By providing Feedback, the Customer assigns and licenses to Strada any and all right, title, and interest in and to such Feedback, including any intellectual property rights related thereto.
5.6 Aggregated Information. Notwithstanding anything herein to the contrary, Strada has the right: (1) to aggregate, collect, and analyze data and other information relating to the provision, use, and performance of the Services; (2) use such data and other information to develop and improve the Services; and (3) disclose such data and other information solely in an aggregated and anonymized format for business purposes; provided, in each case, that such use does not identify the Customer or any individual and does not disclose any Confidential Information other than in an aggregated and anonymized format.
6. CONFIDENTIALITY
6.1 Definition. As used herein, “Confidential Information” means all confidential and proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked or designated as “Confidential” or “Proprietary” or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. The term “Confidential Information” includes, among other things, a Party’s business and marketing plans, technology and technical information, product designs, and business processes. The Customer Data is Confidential Information of the Customer, and all information and data relating to the provision of the Services and the pricing and other terms set forth in the Order Form are Confidential Information of Strada. Confidential Information does not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or any third party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (3) was independently developed by the Receiving Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality Obligations. The Receiving Party: (1) shall not use or reproduce the Confidential Information for any purpose other than in the performance of its obligations hereunder or as expressly permitted hereunder; and (2) shall not disclose all or part of the Confidential Information without the Disclosing Party’s written consent or as expressly permitted hereunder, except to the Receiving Party’s directors, managers, employees, contractors, investors, potential investors, attorneys, accountants, consultants, and agents (“Representatives”) who need access to such Confidential Information for purposes consistent with this Agreement and who are subject to written confidentiality obligations with the Receiving Party containing protections no less stringent than those contained herein. The Receiving Party is liable for any breach of this Section by its Representatives.
6.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost and to the extent legally permitted, if the Disclosing Party wishes to contest the disclosure.
6.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) the Disclosing Party’s Confidential Information in breach of this Agreement, the Disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged that any other available remedy would be inadequate.
7. REPRESENTATIONS & WARRANTIES; DISCLAIMERS
7.1 Mutual. Each Party represents and warrants to the other Party that: (1) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (2) the execution of this Agreement and the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (3) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties.
7.2 Strada. Strada represents and warrants that: (1) Strada shall use reasonable efforts consistent with prevailing industry standard to provide the Services in a manner that minimizes errors and interruptions in the Services; and (2) Strada owns or licenses all intellectual property rights required to provide the Services as contemplated by this Agreement and has the authority to grant the rights being granted hereunder.
7.3 Customer. The Customer represents and warrants that: (1) the Customer Data and its distribution via the Services does not and will not violate any laws, contractual restrictions to which the Customer is a party or otherwise bound, or other third-party rights, including copyright, trademark, privacy, personality or other personal or proprietary right; (2) the Customer Data does not contain viruses, adware, spyware, worms, or other malicious code; and (3) the Customer has all rights, powers, and authority to submit, use, and distribute the Customer Data in connection with the Services as contemplated herein and to grant the rights being granted hereunder.
7.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRADA DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, STRADA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, OUTPUT OR THE SERVICES CONTENT AND 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 CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, AND/OR (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND STRADA EXPRESSLY DISCLAIMS THAT THE SERVICES WILL BE ERROR FREE, SECURE, OR UNINTERRUPTED. FURTHER, STRADA MAKES NO WARRANTY WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR, ANY ACTIONS BY THE CUSTOMER. WITHOUT LIMITING THE FOREGOING, THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT STRADA IS NOT RESPONSIBLE FOR ANY CONTENT THAT THE CUSTOMER MAY USE OR DISTRIBUTE VIA THE SERVICES.
8. USE OF THIRD-PARTY MODELS
8.1 Acknowledgement. The Customer acknowledges that the Services may leverage third-party large language models, artificial intelligence algorithms, and related platforms (“Third-Party Models”) to generate software code and other outputs (“Output”) based on prompts submitted by the Customer (“Prompts”). Strada makes no representations or warranties regarding the accuracy, reliability, or performance of any Third-Party Models or Output. Such Third-Party Models are not under the control of Strada and do not form part of the Services provided. Strada disclaims all liability arising from the use of Third-Party Models or any Output generated thereby, and the Customer assumes all risks associated with their use.
Without limiting the foregoing, the Customer acknowledges and agrees to comply with the terms and conditions and privacy policies of the providers of Third-Party Models, including OpenAI’s Terms of Use (accessible at https://openai.com/policies/terms-of-use) and Privacy Policy (accessible at https://openai.com/policies/privacy-policy). By utilizing the Services, the Customer consents to Strada sharing content with Third-Party Model providers to the extent necessary to fulfill the Customer’s requests.
8.2 Prompts and Output Ownership. As between the Customer and Strada, all rights, title, and interest in the Prompts and any resulting Output are deemed “Customer Data” under these Terms. The Customer retains ownership of such Customer Data, and Strada assigns to the Customer any rights, title, or interest it may have in the Output, if any. The Customer acknowledges that Prompts may be provided to Third-Party Models in accordance with the functionality of the Services and as governed by these Terms and the applicable policies of the Third-Party Model providers.
8.3 Responsibility for Use of AI Output. The Customer is solely responsible for reviewing and evaluating the Output prior to its use. The Customer agrees to exercise independent business and legal judgment to determine the suitability of the Output for its intended purpose. The Customer acknowledges that, despite any automated suggestions provided by the Services, the Customer remains fully responsible for ensuring the legality, accuracy, and appropriateness of the Output for any specific use case.
8.4 DISCLAIMERS. STRADA MAKES NO WARRANTIES OR GUARANTEES THAT THE OUTPUT WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE OR USE CASE. STRADA DOES NOT REPRESENT OR WARRANT THAT THE PROMPTS OR OUTPUT WILL BE PROTECTABLE BY INTELLECTUAL PROPERTY RIGHTS OR THAT THE OUTPUT WILL NOT INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY.THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES RELY ON THIRD-PARTY MODELS, AND STRADA DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO THE USE OF SUCH THIRD-PARTY MODELS OR THE OUTPUT THEY PRODUCE. THE CUSTOMER AGREES NOT TO HOLD STRADA RESPONSIBLE FOR ANY CLAIMS OR DAMAGES RESULTING FROM THE USE OF THIRD-PARTY MODELS OR OUTPUT GENERATED THROUGH THE SERVICES.
9. MUTUAL INDEMNIFICATION
9.1 Indemnification by Strada. Subject to Section 10 (Limitation of Liability), Strada shall defend the Customer against any claims, demands, suits, or proceedings (“Claims”) that a third party makes or brings against the Customer alleging: (1) that the Customer’s use of the Services within the scope of this Agreement infringes the intellectual property rights of such third party; (2) a breach by Strada of its confidentiality obligations under Section 6 (Confidentiality); or (3) Strada’s gross negligence or willful misconduct; and shall indemnify the Customer from any damage or judgments finally awarded against the Customer incurred in connection with a Claim. If Strada receives information about an infringement claim related to Strada’s provision of the Services, Strada shall, in its discretion and at no cost to the Customer, (a) modify the Services so that they no longer infringe, (b) obtain a license for the Customer’s continued use of the Services in accordance with this Agreement, or if (a) and (b) are not reasonably practicable, then (c) terminate the Customer’s subscriptions for the Services upon 30-day written notice and refund the Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Strada has no obligation to indemnify or defend the Customer to the extent any Claim arises from the Customer’s use of the Services in breach of this Agreement or any Content created or submitted by the Customer.
9.2 Indemnification by Customer. Subject to Section 10 (Limitation of Liability), the Customer shall defend Strada against any Claims that a third party makes or brings against Strada alleging: (1) that the Customer Data infringes the intellectual property rights or other rights of a third party or otherwise does not comply with applicable law; (2) a breach by the Customer of its confidentiality obligations under Section 6 (Confidentiality); (3) a breach of this Agreement by the Customer; (4) any Content submitted or distributed by the Customer; or (5) the Customer’s negligence or more culpable act or omission; and shall indemnify Strada from any damage, expense, or judgment finally awarded against, or part of any final settlement by, Strada in connection with a Claim. The Customer has no obligation to indemnify or defend Strada to the extent any Claim arises from Strada’s provision of the Services in breach of this Agreement.
9.3 Procedure. The Party seeking indemnification must: (1) promptly notify the indemnifying Party in writing of the applicable Claim for which indemnification is sought; provided that the failure to notify such Party does not relieve a Party of its indemnification obligations hereunder, unless the indemnifying Party has been materially prejudiced thereby; (2) give the indemnifying Party sole control of the defense and settlement of the Claim (except that the indemnifying Party may not settle a Claim without the other Party’s written consent, unless the settlement unconditionally releases the indemnified Party of all liability without requiring any action by such Party); and (3) provide the indemnifying Party with all non-monetary assistance, information, and authority reasonably required for the defense and settlement of such Claim.
9.4 Exclusive Remedy. This Section 9 (Mutual Indemnification) sets forth the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of third-party claim described in this Section.
10. LIMITATION OF LIABILITY
10.1 DEFINITION. IN THIS SECTION, THE TERM “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
10.2 LIMITATIONS. SUBJECT TO SECTION 10.3 BELOW, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (1) THE OTHER PARTY’S LOST REVENUES; (2) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE); OR (3) EXEMPLARY OR PUNITIVE DAMAGES; AND EACH PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY, AND EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER.
10.3 EXCEPTIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (1) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS PERSONNEL; (2) FRAUD OR FRAUDULENT MISREPRESENTATION; (3) ITS RESPONSIBILITIES UNDER SECTION 9.2 (INDEMNIFICATION BY CUSTOMER); OR (4) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FURTHER, THE LIMITATIONS IN THIS SECTION DO NOT LIMIT THE CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.
11. TERM; TERMINATION
11.1 Term. The Agreement’s term begins on the last date set forth beneath the Parties’ signatures on the applicable Order Form and continues until terminated as set forth herein (the “Term”).
11.2 Termination of Subscription. The Customer’s subscription to the Services begins on the Start Date set forth on the Order Form and continues for the duration of the Initial Term. Unless otherwise set forth in the applicable Order Form, at the end of the Initial Term and each subsequent term thereafter, the Customer’s subscription will automatically renew for an additional term equal in length to the Initial Term (each such term, a “Renewal Term”), unless either Party gives the other Party notice of non-renewal at least 30 days prior to the end of the Initial Term or the applicable Renewal Term. Strada reserves its right to increase its pricing on renewal by giving the Customer at least 30-day notice of such price increase prior to the end of Initial Term or the applicable Renewal Term.
11.3 Termination for Cause. Either Party has the right to terminate this Agreement for cause: (1) upon 30-day written notice of a breach to the other Party if such breach remains uncured at the expiration of such period; or (2) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. In the event that the Customer terminates this Agreement for cause, Strada shall refund the Customer any prepaid fees covering the remainder of the Term after the date of termination. Such termination does not relieve the Customer of its obligation to pay any fees accrued or payable to Strada prior to the effective date of termination.
11.4 Customer Data Deletion. Following the termination or expiration of this Agreement, Strada shall cease providing the Services to the Customer and, upon written request, delete or securely overwrite Customer Data, in accordance with this Agreement and applicable laws; provided that Strada, subject to the ongoing confidentiality obligations described in Section 6, may retain any copies of Customer Data as may be required to comply with applicable law or that are maintained as archive copies on Strada’s disaster recovery or information technology backup systems.
11.5 Survival. The following sections survive the expiration or termination of this Agreement: 3-12 (exclusive of Section 5.1).
12. GENERAL
12.1 Relationship. The Parties are independent contractors. This Agreement does not create a partnership, employment, joint venture, agency, or fiduciary relationship between the Parties. Neither Party has any authority to obligate or bind the other Party.
12.2 Export Compliance. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing, using, and accessing the Services.
12.3 Notices. All notices under this Agreement must be in writing and will be deemed given upon: (1) personal delivery; (2) the second business day after being deposited with an overnight courier service of recognized standing; (3) the third business day after being deposited in certified or registered mail, return receipt requested; or (4) except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Legal Notices must be identified as Legal Notices. Notices must be sent to the address set forth for a Party in the Order Form or such other address as may be subsequently provided to Strada for such purpose.
12.4 Assignment. Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party has the right to assign this Agreement (including all Order Forms) without the consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s attempt to assign its rights or obligations under this Agreement in breach of this Section is void. Subject to the foregoing, this Agreement is binding on, and inures to the benefit of, the Parties, their respective successors, and permitted assigns.
12.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.6 Waiver; Cumulative Remedies. No waiver of any provision of this Agreement is effective, unless explicitly set forth in writing as such and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right or remedy under this Agreement shall be construed as a waiver thereof. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies available to a Party at law or in equity.
12.7 Entire Agreement. This Agreement and any exhibits, schedules, and addenda are the entire agreement between the Parties regarding the Customer’s use of the Services and supersede all prior and contemporaneous agreements, proposals, and representations (written or oral) concerning such subject matter. No modification or amendment of any provision of this Agreement is effective unless in writing and signed by the Parties. The Parties hereby agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) these Terms and Conditions, and (3) any exhibit, schedule, or addendum to this Agreement.
12.8 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will be ineffective as to such jurisdiction to the extent of such prohibition or unenforceability, without invalidating the remaining provisions of the Agreement in such jurisdiction or affecting the validity or enforceability of such provision or any other provisions in any other jurisdiction.
12.9 Governing Law; Arbitration. This Agreement is governed by the laws of the State of California, without regard to conflict of law principles of that state or any other jurisdiction. THE PARTIES HEREBY AGREE THAT ANY CAUSE OF ACTION, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE SUBMITTED EXCLUSIVELY TO, AND SETTLED EXCLUSIVELY BY, ARBITRATION ADMINISTERED BY JAMS, IN ACCORDANCE WITH ITS APPLICABLE RULES, IN SAN FRANCISCO, CA. Each Party hereby agrees that it is waiving its right to a trial by jury. Notwithstanding the foregoing, Strada has the right to bring a lawsuit against the Customer in any court of competent jurisdiction for injunctive relief to stop any unauthorized use or abuse of the Services without first engaging in arbitration.
12.10 Interpretation. The section headings in this Agreement are only for convenience and are not intended to be considered in interpreting any provision herein. The term “including” and its variants when used in this Agreement are deemed to be followed by the words “without limitation.” This Agreement is the result of negotiations between and has been reviewed by each of the Parties; accordingly, this Agreement is the product of all of the Parties, and no ambiguity shall be construed in favor of or against any one of the Parties.
12.11 Force Majeure. Neither Party will be in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy (exclusive of a labor controversy with such Party’s own employees), civil disturbance, terrorism, war (whether or not officially declared), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment, or decree (“event of Force Majeure”). In the event of the occurrence of an event of Force Majeure, the Party prevented from or delayed in performing its obligations hereunder must use all commercially reasonable efforts to notify the other Party as soon as commercially practicable of: (1) the existence of the event of Force Majeure and a reasonably detailed description of such event; and (2) the effect of the event of Force Majeure on such Party’s ability to perform its obligations under this Agreement. Any Party so affected shall use all commercially reasonable efforts to minimize the effects of the event of Force Majeure and to update the other Party of all such efforts and any changes in the existence of the event of Force Majeure, as necessary. The affected Party will resume performance as soon as commercially practicable after it is no longer subject to the event of Force Majeure. Notwithstanding anything to the contrary, if a Party is subject to an event of Force Majeure for longer than 30 consecutive days, the Parties agree that they will discuss, in good faith, potential modifications to this Agreement to address the event of Force Majeure and, if an agreement cannot be reached, the unaffected Party has the right to immediately terminate the Agreement; provided that the unaffected Party does so during the continuation of such event of Force Majeure and within 30 days from the date such discussions commenced.
12.12 Counterparts. Any Order Form may be signed in any number of counterparts, each of which is deemed an original and all of which together constitute one legal instrument. Any Order Form may be executed by digital, electronic, or PDF signature.
EXHIBIT A
Definitions
“Additional Usage Fee” has the meaning set forth in Section 4.2.
“Claims” has meaning set forth in Section 9.1.
“Confidential Information” has the meaning set forth in Section 6.1.
“Content” means any information, data, text, images, videos, audio files, content, and other materials uploaded to or downloaded from, stored on, obtained via, or transmitted through the Services.
“Customer Data” means any content, material, data, or information supplied, uploaded, distributed, transmitted, or otherwise made available through the Services by, or on behalf of, the Customer.
“Disclosing Party” has the meaning set forth in Section 6.1.
“Event of Force Majeure” has the meaning set forth in Section 12.11.
“Fee” includes the Subscription Fee, the Additional Usage Fee, any One-Time Fees, and any other fees set forth on the Order Form.
“Feedback” has the meaning set forth in Section 5.5.
“Initial Term” has the meaning set forth on the applicable Order Form.
“Legal Notices” has the meaning set forth in Section 12.3.
“Monthly Minute Limit” has the meaning set forth in Section 4.1.
“Order Form” means either (i) an order form signed by both Parties, or (ii) an electronic payment link issued by the Company and electronically accepted by the Customer, in each case setting forth the specific subscription details, including pricing, for the Customer in connection with the Services.
“Party” means each of Strada and the Customer.
“Receiving Party” has the meaning set forth in Section 6.1.
“Renewal Term” has the meaning set forth in Section 11.2.
“Representatives” has the meaning set forth in Section 6.2.
“Minute” means all voice minutes processed through the Strada platform, including but not limited to active conversation, voicemail interaction, navigating interactive voice response (IVR) systems, waiting on hold, or any other call-related activity.
“Services” means Strada’s specific proprietary and generally available software-as-a-service product specified in the Customer’s Order Form, including any subsequent updates or upgrades of any of the foregoing.
“Start Date” has the meaning set forth in the applicable Order Form.
“Subscription Fee” has the meaning set forth in Section 4.1.
“Taxes” has the meaning set forth in Section 4.4.
“Term” has the meaning set forth in Section 11.1.