Strattic Inc., and its subsidiaries and affiliates (“Strattic”, or “us”, “our”, “we”) provides static publishing services for Internet websites (the “Services”). These Terms of Service (this “Agreement”) govern your use of and access to the Services.
Please read this Agreement carefully. You must accept this Agreement prior to using the Services. By using the Services, you signify your consent to this Agreement. Strattic reserves the right to make changes to this Agreement from time to time, by posting the changed Agreement at https://www.strattic.com/terms-of-service, provided however, that we will notify you of any material changes. Your continued use of the Service following such changes, or in case of a material change, following our provision of such notice, shall be deemed acceptance to any such amended or updated terms. If you do not agree to any provision of this Agreement, please do not make any use of the Services.
NOW, THEREFORE, the parties hereby agree as follows:
Services. Subject to the terms and conditions hereof, including the terms set forth in the applicable pricing plan to which you agree, Strattic grants you a non-transferable, personal, limited, non-sublicensable, worldwide right to use and access the Services on a non-exclusive basis for publishing and making available your Internet website during the Term of this Agreement. The pricing plan may impose restrictions on the number of websites that can use the Services, and you must comply at all times with such restrictions. The Services are provided over the Internet, and you are not entitled to receive any software (including any executable or source code) from Strattic. No licenses or rights are granted herein by estoppel or by implication. You represent that you have all necessary authority to enter into this Agreement and that the execution of this Agreement and the receipt of the Services will not conflict with your legal, regulatory or contractual obligations.
Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to: (a) reverse engineer, decompile, disassemble or otherwise attempt to find the underlying code, infrastructure or layout, of, the Services; (b) modify the Services, (c) sublicense, sell, make available or provide the Services to any third party, (d) bypass any security measure or access control measure of the Services, (e) remove or distort any proprietary notices, labels or legends on or in the Services, (f) use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Services, (g) use the Services to design or develop any competing product or service that competes with the Services, and/or (h) use the Services for any unlawful or fraudulent purpose, to breach this Agreement, or infringe or misappropriate any third party intellectual property, privacy, or publicity right. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Strattic in writing in each instance prior to engaging in the activities set forth above.
You are solely responsible for all material that you publish through the Services and/or that you otherwise submit to the Services or Strattic (“Customer Material”). You represent, warrant and covenant: (i) that you will comply at all times with any and all applicable laws, including, without limitation, IP and privacy laws, (ii) that you will provide all appropriate notices, obtain all required informed consents, comply at all times with all applicable laws and regulations for collecting and transferring the Customer Material to Strattic, and for allowing Strattic to use the Customer Material in accordance with this Agreement; and (iii) that no Customer Material (a) infringes the intellectual property, publicity, privacy or moral rights of any third party, (b) contains any material that is defamatory, harassing or threatening; (c) contains any content that is unlawful, infringing, deceptive, abusive, pornographic or obscene; (d) contains any malware or other material that is illegal or fraudulent, (e) contains any information that is subject to restrictions under applicable export control law, and/or (f) contains any links that direct users to Internet websites or applications that contain any of the content listed in (a) through (d) above (collectively, “Prohibited Content”). You hereby provide Strattic with a worldwide, non-exclusive, royalty-free, and sub-licensable license of all worldwide rights necessary to use, process, reformat, encode, reshape, transform, impute, copy, duplicate, publish, display and make available Customer Materials in order to: (i) make use of the Services, (ii) administer and make improvements to the Services; and (iii) collect and analyze anonymous information. You hereby warrant that you have the right to provide such license and all rights granted hereunder. Strattic may refuse to make available any content that in Strattic’s reasonable belief constitutes Prohibited Content.
To the extent that you are subject to the GDPR and require a Data Processing Agreement (“DPA”), you shall request Strattic’s DPA by sending an email to email@example.com and return it signed to Strattic as described therein. In the event you fail to comply with any data protection or privacy law or regulation, and/or any provision of the DPA, and/or fail to return an executed version of the DPA to Strattic, then: (a) to the maximum extent permitted by law, you shall be solely and fully liable for any such breach, violation, infringement and/or processing of personal data without a DPA by Strattic and Strattic’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents); and (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, you shall defend, hold harmless and indemnify Strattic and Strattic’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.
Strattic has all right, title and interest in the Services, including, without limitation, all enhancements, improvements and modifications thereof. Strattic does not request your feedback regarding the Services. As between the parties, you acknowledge and agree that the Services, including, without limitation, any software and application contains proprietary and trade secret information of Strattic or its licensors. Other than the limited license or the rights granted in this Agreement to you, Strattic and its suppliers or licensors, if any, retain all ownership and proprietary rights in and to the Services, including, without limitation, any components of the software, any mathematical formulas and algorithms pertaining thereto, and any and all updates thereto or thereof, if any. You expressly acknowledge that the Services and the software may include third party components, which shall be used by you solely in conjunction with the Services, and shall not be used for any other purpose without the prior written consent of Strattic.
Notwithstanding the foregoing, if you provide Strattic with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, recommendations, features, improvements, modifications, corrections, enhancements, derivatives, and/or extensions (collectively, “Feedback”), such Feedback shall be deemed to be the sole property of Strattic and Strattic will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but not limited to, any right for royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of Strattic.
Confidentiality. Either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Services, exercising its rights hereunder, or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that the Receiving Party can show: (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information, as shown by contemporary documentary evidence, (b) was received from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; and/or (d) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of this Agreement and which are bound by written non-disclosure and non-use obligations no less restrictive than those set out herein. The terms of any enterprise pricing plan separately negotiated between the parties (if any) shall be deemed the Confidential Information of Strattic.
Data Use and Disclosure. By analyzing all Data and other information we receive, we may compile statistical or aggregate information (“Aggregate Data”). Aggregate Data is anonymized, and does not identify any end user or customer. We may share Aggregate Data pursuant to commercial terms that we determine in our sole discretion. In addition, we may provide any information to third parties, so long as we have removed any information that identifies you or any specific individual or user, such as a name, address or contact information. Notwithstanding the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose Data. We will comply with any applicable law that requires the collection and provision of Data. We may use subcontractors that are located in countries other than your own. To the maximum extent permitted by law, we may disclose Data as necessary for us to enforce our agreements and policies, to investigate any claims against Strattic, and to protect the rights and property of Strattic or its agents, employees and customers. We may disclose or transfer data and information in connection with a sale of all or part of our business, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets.
Open Source. The Services may include third party software programs that are subject to open source or pass through commercial licenses and/or notices that Strattic is required to distribute with the Services (such third party programs, “Third Party Software”). Strattic Services may incorporate or be bundled with Third Party Software governed by separate terms, including open source licenses. Strattic shall make available upon request the list of Open Sources that the Services contain. Notwithstanding anything in this Agreement to the contrary, Strattic does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification, with respect to any Third Party Software.
Payment. In consideration of the Services, you shall make payment to Strattic as agreed in the applicable separate pricing plan. If you choose a monthly pricing plan, amounts payable are in respect of each month and parts thereof. If you choose an annual pricing plan, or any other predetermined period amounts payable are in respect of each 12 month period, or other predetermined period and parts thereof. The pricing plans may have differing conditions, limitations and usage limits, which will be disclosed at/on your sign-up or in other communications made available to you. You can find specific details regarding Strattic pricing plans by visiting https://www.strattic.com/pricing/. Amounts due hereunder do not include VAT and other taxes, and you shall make payment in respect of such taxes in addition to other amounts due hereunder. You shall make payment to Strattic without deduction or withholding of any taxes or other government charges. Late payments shall bear interest at the rate of 18% per annum. Strattic reserves the right to change the pricing plans and the price of the Services from time to time; however, any price changes or changes to your pricing plans will apply no earlier than 30 days following notice to you.
WARRANTIES; DISCLAIMER. EXCEPT AS SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRATTIC DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, IMPLIED WARRANTY AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT IN RESPECT OF THE SERVICES. STRATTIC DOES NOT WARRANT THAT (I) THE SERVICES WILL OPERATE ERROR-FREE; (II) STRATTIC WILL CORRECT ANY ERRORS IN THE SERVICE; AND/OR (III) THE SERVICE WILL DETECT AND/OR CORRECTLY IDENTIFY, DISINFECT ALL THREATS, APPLICATIONS OR OTHER COMPONENTS, OR PREVENT EVERY UNAUTHORIZED EXFILTRATION OF DATA. STRATTIC DOES NOT PROVIDE A WARRANTY AGAINST, AND YOU AGREE THAT STRATTIC SHALL NOT BE HELD RESPONSIBLE FOR, ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, USE OF THE SERVICES. STRATTIC DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND STRATTIC DOES NOT TAKE ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, RELIABILITY, COMPLETENESS, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICES. STRATTIC (INCLUDING ITS SUPPLIERS, IF ANY) DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR USE OF, OR RELIANCE ON, THE SERVICES AND ANY OUTCOME OR CONSEQUENCE ARISING FROM USE THEREOF. STRATTIC RESERVES THE RIGHT TO MAKE CHANGES IN OR TO THE SERVICES, OR ANY PART THEREOF WITHOUT GIVING YOU ANY NOTICE PRIOR TO, OR AFTER, MAKING SUCH CHANGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY. WHILE THE SERVICES AIM TO IMPROVE THE SECURITY OF YOUR WEBSITE, STRATTIC ACCEPTS NO RESPONSIBILITY FOR ANY SECURITY BREACHES OF YOUR WEBSITE. STRATTIC SHOULD BE ONE ELEMENT IN A MORE COMPLETE CYBERSECURITY STRATEGY FOR SECURING YOUR WEBSITE AND YOUR DATA.
Indemnification. You shall defend, indemnify and hold harmless Strattic (and its affiliates and subsidiaries, and their respective officers, managers, directors, agents and employees) from and against any and all damages, costs, losses, fines, penalties, legal costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Strattic may suffer or incur in connection with, any actual claim, demand, action or other proceeding by any third party, authority or individual, arising from or relating to: (i) the submission, processing, display and/or use of any Data and/or Customer Material; (ii) any breach of this Agreement and/or DPA; (iii) the fraudulent, illegal, or otherwise prohibited use of the Services by your and/or your users; and/or (iv) breach of applicable laws or regulations and/or violation, infringement or misappropriation of third party rights. You may not settle or compromise such suit without Strattic’s consent, not to be unreasonably withheld. Strattic may be represented in any such suit by counsel of its own choosing at its own expense.
Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL STRATTIC (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE ANY LIABILITY IN CONNECTION WITH THE SERVICES, THIS AGREEMENT AND/OR THE DPA FOR ANY (A) CONSEQUENTIAL, EXAMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE TO, DATA, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND/OR (E) DAMAGES AND/OR LOSSES WHATSOEVER TO ANY THIRD PARTY. STRATTIC (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING, EVEN IF STRATTIC (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. FURTHERMORE, THE ENTIRE, CUMULATIVE AND AGGREGATE LIABILITY OF STRATTIC (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HEREUNDER IN CONNECTION WITH THE SERVICES, THIS AGREEMENT AND/OR THE DPA, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO STRATTIC IN RESPECT OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE APPLICABLE CLAIM.
Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue for the subscription period set forth in the applicable pricing plan. If you choose a monthly pricing plan, the subscription shall renew automatically for subsequent monthly periods, and you may terminate at any time with 30 days prior written notice, provided that you shall not be entitled to any refund for parts of any monthly period for which you make payment and are in respect of periods following termination. If you choose an annual pricing plan, the subscription shall renew automatically for subsequent annual periods, and you may choose not to renew provided that you provide at least 30 days written notice prior to the renewal period of your choice not to renew. If you choose an annual subscription plan, you may not terminate in the middle of such annual period. Either party may terminate this Agreement upon written notice if the other party shall materially breach this Agreement and not cure such breach within 10 days of receipt of written notice thereof from the non-breaching Party. Strattic may suspend the Services at any time if Strattic believes, in its sole discretion, that the Customer Materials contain Prohibited Content or Strattic otherwise believes that such suspension is necessary to protect the rights of Strattic or protect the security of Strattic, its customers or third parties. Upon any termination of this Agreement, Strattic shall cease providing the Services. Sections 2 through 14 of this Agreement shall survive any termination or expiration thereof.
Publicity. You hereby authorize Strattic to disclose that you are using the Services, including, without limitation, by displaying your name and logo on Strattic’s website and other marketing materials, press and social media channels.
Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement. Strattic may assign its rights or obligations under this Agreement to an affiliated company or to a purchaser of all or substantially all of Strattic’s assets or share capital, or to any company succeeding to Strattic’s business. You shall not assign any of its rights or obligations hereunder without Strattic’s prior written consent. Assignments in violation of the foregoing shall be void. This Agreement shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel Aviv shall have exclusive jurisdiction to hear any disputes arising hereunder. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement. Strattic may provide notice hereunder to the email address that you provide upon registration.