TERMS AND CONDITIONS
Last Updated on January 5, 2018
These Terms and Conditions (the “Terms”) govern your use of services provided by STRATIM Systems Incorporated and its subsidiaries, including STRATIM Platforms, Inc., and STRATIM Essentials, Inc., and its subsidiaries STRATIM Essentials Transportation, Inc., and STRATIM Essentials Storage, Inc. (collectively, “STRATIM,” “we,” or “us”). We operate proprietary technology and software that we call the “STRATIM Platform” that enables businesses to connect and contract with other businesses that provide services (collectively, the “User Services”). The STRATIM Platform includes one or more mobile device applications (collectively, the “App”) and our websites, including www.stratim.com and www.stratimessentials.com (collectively, the “Services”).
These Terms apply to all users and others who access or use the STRATIM Platform, including those who just browse the Website, whether on behalf of a company or on their own individual behalf, and independent contractors providing User Services (collectively, “Users”).
Please read these Terms carefully to ensure that you understand each provision. By accepting these Terms, you are agreeing that disputes between you and STRATIM will be resolved by binding arbitration and you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Agreement to Terms
By accessing the STRATIM Platform or using or providing User Services, as the case may be, each User agrees to be bound by these Terms. If you do not agree to these Terms, do not use the STRATIM Platform.
To access most of the STRATIM Platform and to purchase or perform User Services, Users may be asked to enter into separate agreements from time to time (collectively, “Separate Agreements”). If any provision of these Terms expressly conflicts with any provision of a Separate Agreement, the conflicting provision in the Separate Agreement will control and all other provisions in these Terms and each Separate Agreement will remain in full force and effect.
Changes to Terms and Conditions
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the STRATIM Platform or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the STRATIM Platform after we have posted modified Terms on the STRATIM Platform, you are manifesting your intent to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the STRATIM Platform anymore. Because the STRATIM Platform will continue to evolve, we may change or discontinue all or any part of the STRATIM Platform or access to User Services, at any time and without notice, at our sole discretion.
Eligibility to Use the STRATIM Platform
Users may use the STRATIM Platform only if they are (a) 18 years or older, (b) capable of forming a binding contract, and (c) not barred from using the STRATIM Platform under applicable law.
If you want to access and use the STRATIM Platform, you may be required to create an account (“Account”). You can do this via the Website, the App or through your account with certain third-party social networking services such as Facebook (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information such as your name, email address and other personal information that your privacy settings on the SNS Account permit us to access. If you do not maintain current information with us, we may have to suspend or terminate your Account. You agree that you won’t disclose your account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
Content and Content Rights
For purposes of these Terms: (a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the STRATIM Platform; and (b) “User Content” means any Content that Users provide to be made available through the STRATIM Platform. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
STRATIM does not claim any ownership rights in any User Content that you make available through the Platform and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, STRATIM Systems Incorporated, a Delaware corporation, and its licensors exclusively own all right, title and interest in and to the STRATIM Platform and Content, including all associated intellectual property rights. You acknowledge that the STRATIM Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the STRATIM Platform or in connection with the performance of User Services.
Rights in User Content Granted by You
By making any User Content available through the STRATIM Platform, you hereby grant to STRATIM and each of its affiliates a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the STRATIM Platform and Content to you and to other Users.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the STRATIM Platform, nor any use of your User Content by STRATIM or other Users on or through the STRATIM Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the STRATIM Platform. Neither STRATIM nor its affiliates are responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by STRATIM
Subject to your compliance with these Terms, STRATIM grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to access and view the Content solely in connection with your permitted use of the STRATIM Platform.
Rights and Terms for Apps
Rights in App Granted by STRATIM
Subject to your compliance with these Terms, STRATIM grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install copies of the App on mobile devices that you own or control and to run such copy of the App solely in connection with your permitted use of the STRATIM Platform. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App; or (d) make the functionality of the App available to multiple users through any means. STRATIM and its affiliates reserve all rights in and to the App not expressly granted to you under these Terms. This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Upon termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Additional Terms for App Store Apps
If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (a) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
If you accessed or downloaded the App from any app store or distribution platform (like the Apple App Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:
- These Terms are established between you and STRATIM, and not with App Provider, and that, as between STRATIM and the App Provider, STRATIM is solely responsible for the App.
- App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of STRATIM.
- App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, STRATIM will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by these Terms.
- App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the App.
- You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
General Prohibitions and STRATIM’s Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content, or otherwise conduct yourself in connection with obtaining or performing User Services in a way, that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would subject STRATIM or any of its Affiliates to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the STRATIM Platform, or any individual element within the STRATIM Platform, the names, trademarks, logos, or other proprietary information of STRATIM or any of its Affiliates, or the layout and design of any page or form contained on a page on the Website or in the App, without STRATIM’s express written consent;
- Access, tamper with, or use non-public areas of the STRATIM Platform, STRATIM’s computer systems, or the technical delivery systems of STRATIM’s providers;
- Attempt to probe, scan, or test the vulnerability of any STRATIM system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by STRATIM or any of STRATIM’s providers or any other third party (including another user) to protect the STRATIM Platform or Content;
- Attempt to access or search the STRATIM Platform or Content or download Content from the Website through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by STRATIM or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL or product name of STRATIM or any of its Affiliates without STRATIM's express written consent;
- Use the STRATIM Platform or Content, other than User Content, for any commercial purpose or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the STRATIM Platform or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the STRATIM Platform or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the STRATIM Platform;
- Collect or store any personally identifiable information from the STRATIM Platform from other Users without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the STRATIM Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the STRATIM Platform, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the STRATIM Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The STRATIM Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. The inclusion of any link does not imply endorsement by STRATIM of the site. Use of any such linked website is at the user’s own risk. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
We may terminate or suspend your access to and use of the STRATIM Platform, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time via the STRATIM Platform. Upon any termination, discontinuation or cancellation of your access to the STRATIM Platform, User Services, or your Account, the following sections will survive: “User Content,” “Termination,” “Warranty Disclaimers,” “Assumption of Risk and Indemnity,” “Limitation of Liability,” “Dispute Resolution,” and “General Terms.”
THE STRATIM PLATFORM (INCLUDING THE WEBSITE AND APP) AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, STRATIM AND ITS AFFILIATES EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Neither STRATIM nor any of its Affiliates make any warranty that the STRATIM Platform (including the Website and App) or Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Neither STRATIM nor any of its Affiliates make any warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the STRATIM Platform (including the Website and App) or Content.
STRATIM endeavors to ensure positive interactions between Users who purchase Users Services and Users who provide User Services, who are independent contractors, and works hard to ensure an optimal, comfortable and safe experience; however, Users who provide User Services are human beings, and no one is perfect. STRATIM makes no warranty in connection with and/or arising from, Users’ provision of User Services, any acts, action, behavior, conduct, and/or negligence on the part of the User. FURTHERMORE, NEITHER STRATIM NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTY REGARDING THE PARKING FACILITY IN WHICH VEHICLES WILL BE STORED BETWEEN DROP OFF AND PICK UP AS PART OF USER SERVICES.
Assumption of Risk and Indemnity
THE FACILITIES USED BY USERS PROVIDING USER SERVICES ARE PROVIDED BY THIRD PARTY PROVIDERS. BY UTILIZING USER SERVICES, YOU, AS A USER, AUTHORIZE OTHER USERS PROVIDING USER SERVICES TO STORE PROPERTY BEING SERVICED IN ANY ONE OF SUCH FACILITIES, SUBJECT TO THE POLICIES OF SUCH FACILITY THEN IN EFFECT. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE STRATIM PLATFORM OR USER SERVICES. YOU, AS EITHER A PURCHASER OR PROVIDER OF USER SERVICES, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, YOUR HEIRS, YOUR AFFILIATES, AND YOUR CUSTOMERS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY STRATIM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, SERVICE PROVIDERS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR (A) ACCESS TO OR USE OF THE STRATIM PLATFORM, USER SERVICES, OR CONTENT, (B) RECEIPT OF USER SERVICES, OR (C) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE STRATIM PLATFORM OR USER SERVICES.
Limitation of Liability
NEITHER STRATIM, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE STRATIM PLATFORM, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE STRATIM PLATFORM (INCLUDING THE WEBSITE AND APP), USER SERVICES, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STRATIM, ITS AFFILIATES OR SUCH OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER STRATIM NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY THAT ARISES OUT OF OR RELATES TO ANY USER’S PROVISION OR ANY THIRD PARTY’S PROVISION OF SERVICES OR ANY DISPUTE, CONTROVERSY OR CLAIM THAT ARISES OUT OF OR RELATES TO SUCH USER’S ACTIONS OR INACTIONS OR PROVISION OF USER SERVICES.
WITHOUT LIMITING THE COVERAGE OF STRATIM’S INSURANCE POLICY AS DESCRIBED HEREIN OR ANY OTHER LIMITATIONS OR EXCLUSIONS OF LIABILITY IN THESE TERMS, IN NO EVENT WILL THE LIABILITY OF STRATIM AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE STRATIM PLATFORM (INCLUDING THE WEBSITE AND APP), USER SERVICES, OR CONTENT EXCEED $1,000. THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN STRATIM AND YOU.
If Users enter into a Separate Agreement with STRATIM that describes the manner in which any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the STRATIM Platform (including the Website and App), User Services, or Content (collectively, “Disputes”), such Separate Agreement will govern the resolution of Disputes and will supersede this section titled “Dispute Resolution.”
Disputes between You and a Third Party
Because certain aspects of the STRATIM Platform and the provision of User Services involve third parties and the utilization of third party facilities, in the event that you have a dispute with a third party in connection with the STRATIM Platform, STRATIM may, in its sole discretion, facilitate communication between you and the third party in connection with such dispute. If such a dispute is unable to be resolved between you and the third party, STRATIM may, in its sole discretion, and where feasible, intervene in such dispute and take any actions we deem appropriate.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and STRATIM agree that any Disputes will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (b), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and STRATIM are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and STRATIM otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
IF YOU WISH TO OPT OUT OF THE WAIVER TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS, YOU MUST SEND A LETTER REQUESTING AN OPT OUT OF THE CLASS AND REPRESENTATIVE ACTION WAIVER, TO STRATIM AT 489 CLEMENTINA STREET, 2ND FLOOR, SAN FRANCISCO, CA 94103 WITHIN 30 DAYS OF FIRST USING THE STRATIM PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU SEND SUCH LETTER, IT WILL BE SENT TO STRATIM BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.
The parties expressly agree that any question of whether a claim can be arbitrated on a class-wide, collective or representative basis is a gateway issue that must be decided by a court of competent jurisdiction, and that the arbitrator is not authorized or empowered to make any such determination. If the court decides that the class action waiver above is invalid or unenforceable, such class wide, collective or representative action shall only proceed in a court of competent jurisdiction, not arbitration. If and to the extent any action proceeds under the jurisdiction of a court of competent jurisdiction, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND STRATIM HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL. THE PARTIES AGREE THAT THIS PARAGRAPH CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY AND EACH PARTY DOES HEREBY AUTHORIZE AND EMPOWER THE OTHER PARTY TO FILE THIS PARAGRAPH AND/OR THESE TERMS, AS REQUIRED, WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF JURY TRIAL.
The arbitration will be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures provided in those Rules (the “JAMS Rules”) then in effect (excluding any Class Action Rules). (The JAMS Rules are available at www.jamsadr.com/rules-clauses/ or by calling JAMS at 1-800-352-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. (JAMS provides a form Demand for Arbitration Before JAMS at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf.) The parties agree that the arbitration shall take place before one arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules.
Arbitration Location and Procedure
Unless you and STRATIM otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and STRATIM submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. STRATIM will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. However, if your claim for damages does not exceed $75,000, STRATIM will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes to Dispute Resolution Section
Notwithstanding the provisions of the “Changes to Terms and Conditions” section above, if STRATIM changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of STRATIM’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and STRATIM in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Revisions and Errata
The materials appearing on the STRATIM Platform could include technical, typographical, or photographic errors. We do not warrant that any of the materials on the STRATIM Platform are accurate, complete, or current. We may make changes to the materials contained on the STRATIM Platform at any time without notice. We do not, however, make any commitment to update the materials.
We welcome feedback, comments and suggestions for improvements to the STRATIM Platform (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
These Terms, together with any amendments and any Separate Agreements you may enter with STRATIM in connection with the STRATIM Platform, constitute the entire and exclusive understanding and agreement between STRATIM and you regarding the STRATIM Platform and User Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between STRATIM and you regarding the STRATIM Platform and User Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without STRATIM’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. STRATIM may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by STRATIM under these Terms, including those regarding modifications to these Terms, will be given by STRATIM: (a) via email to the address you provide when creating an Account; or (b) by posting to the STRATIM Platform.
STRATIM’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of STRATIM. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org or at the following postal address:
STRATIM Systems Incorporated
489 Clementina Street, 2nd Floor San Francisco, CA 94103