StratusCore™ Partner Program Terms of Use (TOU)
1. Overview. The StratusCore Boost™ Platform (“Boost”) where StratusCore resellers and other partners (“Partner(s)”) may use a web browser to access, use, acquire and manage, for sublicense to and/or support of Partner’s and/or StratusCore’s end customers, StratusCore’s proprietary Ravel Orchestrate™ software and other StratusCore tools, services, documentation, features, data and information (individually and collectively, the “Platform Components”). The Platform Components may include third party products and services incorporated with and provided as an integrated part of the Platform Components or on a stand-alone basis. The Platform Components, Boost, StratusCore marketing materials and StratusCore registered and unregistered trademarks, and all updates, modifications, enhancements and derivatives, are collectively referred to in these TOU as the “StratusCore IP”).
2. About this Agreement.
2.1 General Info about Governing Terms. These Terms of Use (“TOU”) are entered into by and between StratusCore and the entity or person agreeing to these terms (“you” or “Partner”). These TOU, together with any offline agreement between you and StratusCore related to Boost and/or the Platform Components (including, as applicable, the Partner Program Terms)(individually and collectively, “Offline Agreement(s)”) govern your access to and use of Boost and the Platform Components. In the event of any conflict between these TOU and an Offline Agreement, the Offline Agreement will control. All references to TOU include any additional terms, rules or policies which you may agree to by clicking “I Accept”, “Join Now” or similar when you access or use a particular feature of Boost or the Platform Components or which are referenced in these TOU (for example, ay Privacy Policy, Usage Policy, Copyright Use Policy, and any End User License Agreement which appears when you access Boost or a Platform Component). These TOU, any Offline Agreement(s), and all such rules and policies are collectively referred to in these TOU as the “Agreement.”
2.2 Effective when you click “I Accept” or upon Signature of an Offline Agreement (ex:Partner Program Terms) ; Your Authority. These TOU are effective as of the date you click “I Accept” or sign an Offline Agreement (including, as applicable, the Partner Program Terms) (the "Effective Date"). If you are an individual accepting on behalf of an entity, you represent and warrant that: (i) you have legal authority to bind the entity to these TOU; and (ii) you have read and understand these TOU. If you do not have the legal authority to bind an entity Partner, do not click to accept or sign an Offline Agreement.
2.3 Modifications to this Agreement. StratusCore may, in its sole discretion, make changes to this Agreement from time to time with notice to you via the email you provide when registering to use Boost. Unless otherwise agreed to in writing by StratusCore, to the extent permitted under applicable law, changes to this Agreement will become effective immediately after they are posted.
2.4 Terms Applicable to New Services and Features, 3rd Party Services. StratusCore may make new applications, tools, features or functionality available from time to time through Boost the use of which may be contingent upon your agreement to additional terms and/or payment of additional fees. In addition, you may access third party software and services via Boost (such services, “3rd Party Service(s)”). Your use of 3rd Party Services may be subject to approval of the third party and may be governed by the third party’s terms and conditions. To the maximum extent permitted under applicable law, neither StratusCore or its agents or suppliers warrant or endorse, do not assume or will have any liability or responsibility to you or any other person for, any 3rd Party Services.
2.5 Terms Applicable to Third Party Materials. Certain Platform Components and 3rd Party Services may display, include or make available content, data, information, websites or other materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. You acknowledge and agree that neither StratusCore nor its agents or suppliers is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third Party Materials. Neither StratusCore or its agents or suppliers warrant or endorse, do not assume, or will have any liability or responsibility to you or any other person for Third Party Materials, or for any other materials, products, or services of third parties. Third Party Materials are provided solely as a convenience to you.
2.6 Terms Applicable to 3rd Party Components. In addition, there may be third-party components incorporated into the Platform Components (including but not limited to open source software). These components may be subject to separate license agreements or other terms of use. In such case, you agree to comply with all such other agreements and terms.
3. Your License to Use the StratusCore IP.
3.1 License Rights. StratusCore grants you a non-exclusive, non-transferable limited right, in accordance with and subject to the limitations set forth in the Agreement, to (i) market, license and distribute the Platform Components to end customers (“Customers”), (ii) reproduce and execute Platform Components only as necessary to integrate the Platform Components and provide technical support and training to Customers, (iii) reproduce, distribute and display any marketing materials made available to you by StratusCore (the “Marketing Materials”) to Customers, (iv) demonstrate the Platform Components to Customers, and (v) combine the Platform Components with Partner’s products and services solely to the extent necessary for delivery of the Platform Components to Customers. StratusCore and its licensors reserve all rights in and to the StratusCore IP not expressly granted to you.
3.2 Limitations. You may not copy, reproduce, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform Components, any updates, or any part thereof or merge the Platform Components (or any portion) with other technology not expressly approved in writing by StratusCore (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the license terms governing use of any open-sourced components included with the Partner Component). You may only use the StratusCore IP and 3rd Party Services in a manner that complies with all applicable laws, including but not limited to any laws in the country in which you or your customers reside or operate and those of any geographic area to which you send or store data.
3.3 Trademark Use. Partner shall not (i) use any trademark, service mark or trade name of StratusCore as part of its name, or (ii) do or permit any act to be done at any time which may in any way impair StratusCore’s rights in any such trademark, service mark or trade name. All uses of StratusCore’s trademarks shall inure to StratusCore’s benefit. Partner shall not adopt, use or attempt to register any trademark, service mark or trade name that is confusingly similar to any of the StratusCore trademarks. Partner shall not alter, modify, obscure or remove any copyright, logo, trademark or other proprietary markings or confidentiality legends or any serial numbers as they appear on or in the StratusCore IP.
3.4 Suspension of Service. StratusCore reserves the right to restrict, suspend, or terminate your access and use of all or any portion of the StratusCore IP if StratusCore reasonably believes that you are in breach of the Agreement, terms applicable to 3rd Party Services or applicable law.
4. Service and Fee Modifications. We may change, suspend or end access to Boost and/or any Platform Components, or change or modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice to you at the email address you provided when you registered to use Boost.
5. Storage. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide in connection with access to the Boost and/or the Platform Components, except to the extent required by applicable law or otherwise agreed to in writing by StratusCore.
6. Technical Support Services. Except as agreed to in an Offline Agreement, StratusCore will provide technical support to you in connection with your access and use of Boost and the Platform Components via the following email address contactme@stratuscore.com(as StratusCore may update with notice to you from time to time). Such support will be provided Monday through Friday, excluding U.S. federal holidays, from 9 am to 5 pm pacific time zone.
Tech support Email: support@stratuscore.com
Notwithstanding the foregoing, technical support of your access to and use of any 3rd Party Services will be the sole and exclusive responsibility of the 3rd party service provider.
7. Data.
7.1 Our Right to Collect Data. You grant us the right to collect, store, modify, distribute and use data related to your use of the StratusCore IP, including but not limited to technical information about your device, system and application software, and peripherals, when and how often you use access and use any services and the manner and context of use (collectively, the “StratusCore Data”) to facilitate the provision of software updates, product support, and other services (including 3rd Party Services). StratusCore may provide this information, in a form that identifies your customers’ usage of the StratusCore IP, within Boost for your internal business intelligence purposes. StratusCore may use this information, as long as it is in a form that does not personally identify you, to evaluate and improve its and its partners’ services and to provide services or technologies to you and other 3rd parties. StratusCore may process and store such data anywhere StratusCore or its agents maintain facilities. By using the StratusCore IP, Partner consents to this processing and storage of such data.
7.2 Feedback. By submitting suggestions or other feedback to StratusCore, you agree that StratusCore can use and share (but does not have to) such feedback for any purpose without compensation to you.
8. Confidential Information.
8.1 Definition. "Confidential Information" means information that one party (or an affiliate) discloses to the other party under the Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. StratusCore’s Confidential Information includes any information or materials of StratusCore and its suppliers and partners. Confidential Information does not include information that is independently developed by the recipient without access to or use of the other party’s Confidential Information, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient.
8.2 Obligations. The recipient will not disclose the other party’s Confidential Information except to its affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
8.3 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable law; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of law; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, you are responsible for responding to all third-party requests concerning your and Customers’ use of 3rd Party Services.
9. Publicity. Subject to any conditions set forth in an Offline Agreement, you may state publicly that you are a StratusCore partner. StratusCore may include your name and/or trademarks in a list of StratusCore partners online and in promotional materials. StratusCore may also verbally reference you as a partner. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any other statements about the other party require the other party’s prior written consent. Any use of a party’s trademarks will inure to the benefit of the party holding the rights in such trademarks. A party may revoke the other party’s right to use its trademarks under this Section with written notice to the other party and a reasonable period to stop the use.
10. Term and Termination.
10.1 Agreement Term. The “Term” of the Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in this Section 10, unless another termination date is agreed to in an Offline Agreement such as the Partner Program Terms.
10.2 Termination for Breach. StratusCore may terminate these TOU and all Offline Agreements and/or all, or any portion of Partner’s access to Boost and/or the Platform Components if: (i) Partner breaches any term of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) Partner ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) Partner is in material breach of the Agreement more than two times notwithstanding any cure of such breaches.
10.3 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all fees owed by Partner to StratusCore are immediately due and payable, including any fees payable for the remainder of an agreed upon term; and (iii) upon request, each party will return or destroy all Confidential Information of the other party.
10.4 Termination for Improper Use of the Platform or Services. Nothing herein shall limit StratusCore’s right to terminate all or any part of your access to Boost or the Platform Components for failure to comply with these terms or applicable law.
11. Representations and Warranties. Each party represents and warrants that: (i) it has full power and authority to enter into the Agreement; and (ii) it will comply with all laws and regulations applicable to its performance of under the Agreement. Except as they may directly warrant to you otherwise, StratusCore’s suppliers make no warranties to you with respect to any software, tools, components or other materials they provide or make available in connection with this Agreement. Partner will not make any promise, representation, warranty or guaranty with respect to the StratusCore IP or 3rd Party Services except as expressly permitted under these TOU.
12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 11 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRATUSCORE AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. STRATUSCORE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS OR MATERIALS MAINTAINED OR TRANSMITTED THROUGH USE OF THE STRATUSCORE IP. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CONTENT, MATERIALS, TOOLS, SOFTWARE, APPLICATIONS, AND DATA. NEITHER STRATUSCORE NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF BOOST, THE PARTNER COMPONENT, 3RD PARTY SERVICES, OROTHER TECHNOLOGY OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR ANY PARTICULAR PURPOSE OR ACTIVITIES.
13. Limitation of Liability.
13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR STRATUSCORE’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR STRATUSCORE’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY PARTNER TO STRATUSCORE UNDER THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
13.3 Exceptions to Limitations. These limitations of liability do not apply to violations of a party’s intellectual property rights by the other party, indemnification obligations, or Partner’s payment obligations.
14. Indemnification.
14.1 By StratusCore. To the maximum extent permitted by appliable law, StratusCore shall defend and indemnify Partner against any proceeding brought by a third party against Partner based upon non-conformance with the warranty set forth in Section 11, as Partner 's sole and exclusive remedy for such non-conformance; provided that (a) Partner shall notify StratusCore in writing of any claim of infringement promptly after it has been made, (b) StratusCore shall have exclusive control over the defense and settlement of the proceeding, (c) Partner shall make no admission nor enter into any settlement without the prior written agreement of StratusCore, (d) Partner shall provide such assistance in defense of the proceeding as StratusCore may reasonably request, (e) Partner shall comply with any court order or reasonable settlement made in connection with the proceeding; and (f) Partner shall use all commercially reasonable efforts to mitigate its losses. If use of any StratusCore IP is, or in StratusCore’s reasonable opinion is likely to become, the subject of a claim of infringement of any intellectual property right of any third party, then StratusCore shall have the right to: (i) procure the continuing right for Partner to use the intellectual property; (ii) replace or modify it in a functionally equivalent manner so that it no longer infringes; or (iii) terminate Partner’s and Customer(s)’ rights with respect to the intellectual property subject to the infringement claim, and refund to Partner an amount equal to the depreciated fees (if any) paid by Partner for such intellectual property (calculated on a straight line basis over a five (5) year life).
Notwithstanding the foregoing, StratusCore will have no obligation under this Section 14.1 or otherwise with respect to any infringement claim based upon (a) any use of intellectual property not in accordance with this Agreement or for purposes not intended by StratusCore, (b) any use of the intellectual property in combination with other products, equipment, software, or data not supplied by StratusCore, if the claim would have been avoided but for such use in combination with such products, equipment, software or data, (c) any use of any release of the intellectual property other than the most current release made available to Partner, or (d) any improper or unauthorized use or modification of the intellectual property.
14.2 By Partner. Partner shall defend, indemnify and hold StratusCore, its officers, directors, employees, consultants and agents harmless from and against any and all liabilities, expenses, costs, losses and damages, including, without limitation, reasonable legal expenses and attorneys’ fees, and all suits, claims, actions, demands arising directly or indirectly out of Partner’s performance in connection with the Agreement, including but not limited to any unauthorized representation or warranty made to any third parties and/or Partner’s breach of any of its representations, warranties or covenants under the Agreement.
15. Miscellaneous.
15.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to StratusCore is 1126 34th Avenue #310, Seattle WA 98122, USA. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
15.2 Assignment. Partner may not assign any part of this Agreement without the written consent of StratusCore, except to any person or entity acquiring all of substantially all of Customer’s assets or equity where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) Partner remains liable for obligations under the Agreement if the assignee defaults on them; and (c) Partner has notified the other party of the assignment. Any other attempt to assign is void.
15.3 Change of Control. If Partner experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) Partner will give written notice to the other party within thirty days after the change of control; and (b) StratusCore may immediately terminate this Agreement any time between the change of control and thirty days after it receives that written notice.
15.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
15.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties. The relationship between the parties shall be that of independent contractors. Under no circumstances shall the relationship between the parties be construed to constitute a partnership, joint venture, franchise or agency of any kind. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of the other party.
15.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
15.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
15.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
15.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief. Partner acknowledges that money damages will be an inadequate remedy in the event of its breach of the provisions in the Agreement regarding protection of StratusCore’s Confidential Information and/or intellectual property rights.
15.10 U.S. Governing Law.
a. For U.S. City, County, and State Government Entities. If Partner is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.
b. For U.S. Federal Government Entities. If Partner is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
c. For All Other Entities. If Partner is any entity not set forth in Section 15.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY WASHINGTON LAW (U.S.A.), EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF KING COUNTY, WASHINGTON, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
15.11 Amendments. Except as expressly set forth otherwise in this Agreement regarding StratusCore’s right to modify the terms set forth herein, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
15.12 Survival. All terms which by their nature survive termination or expiration of the Agreement will survive for five years after termination or expiration, including without limitation the following: ”), Section 8 (“Confidential Information”), Section 10 (“Term and Termination”), Section 11 (“Representations and Warranties”), Section 13 (“Limitation of Liability”), Section 14 (“Indemnification”), and Section 15 (“Miscellaneous”).
15.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, StratusCore may provide an updated URL in place of any URL in this Agreement.
15.14 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Offline Agreement, the Partner Program TOU, and the terms at any referenced StratusCore URL.