End User License Agreement
Created: May 13, 2019
Last Modified: May 13, 2019
1. Agreement to Terms
ALL USERS MUST AGREE TO THE TERMS OF THIS EULA. BY AGREEING TO THIS EULA, USERS UNDERSTAND THAT THERE IS NO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE USERS IN THE PROX APP.
This End User License Agreement (“EULA”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity, (“you”) and Stratis AI, Inc., doing business as Stratis (“Stratis”, “we”, “us”, or “us”), concerning your access to and use of the PROX mobile application (the “App”), which is owned and operated by us. When you download the App, you will be prompted to read and agree to this EULA. You agree that by downloading, accessing, and/or using the App, you have read, understood, and agreed to be bound by all of the terms and conditions of this EULA until it is terminated.
IF YOU DO NOT AGREE WITH ALL OF THIS EULA, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST DISCONTINUE USE IMMEDIATELY.
The App is intended for users who are at least thirteen (13) years of age. All users who are minors in a jurisdiction in which they reside (generally under the age of 16 or 18) MUST have the permission of, and be directly supervised by, their parents or legal guardian to use the App. If you are a minor, you MUST have your parent or legal guardian read and agree to this EULA prior to you using the App.
THIS EULA CONTAINS A BINDING ARBITRATION PROVISION, AND, EXCEPT FOR CERTAIN CLAIMS OR DISPUTES, YOU AGREE TO RESOLVE ALL CLAIMS AND DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION. YOU ALSO WAIVE OTHER RIGHTS WHEN YOU ARBITRATE. PLEASE READ THE “DISPUTE RESOLUTION” SECTION BELOW TO LEARN MORE.
2. User Registration
You will be required to register with the App to use it. You agree to keep your password confidential and will be responsible for all uses of your account and password. We reserve the right to remove or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or objectionable.
3. User Representation
By downloading and using the App, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete; (2) you will maintain accuracy of such registration information as necessary; (3) you have the legal capacity and agree to comply with this EULA; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction or country in which you reside, or, if you are a minor, you have received parental permission and supervision to use the App; (6) you will not access the App through automated or non-human means; (7) you own or have a license or permission to use the content you submit on the App; (8) you will not use the App for any illegal or unauthorized purpose; and (9) your use of the App will not violate any application laws or regulations.
4. Ownership & License
Our Property: We own all software, functionality, features, source codes, copyrights, trademarks, service marks, logos, trade secrets, and other intellectual property rights associated with the App. You may not use our software, functionality, features, source codes, copyrights, trademarks, service marks, logos, trade secrets, and other intellectual property rights without our express permission.
Your Property: We do not claim ownership of the content that you submit through your account on the App. You must own or have a license or permission to use the content you submit on the App and have the right to grant the rights and licenses to us.
Our License to You: We grant you a limited, revocable, worldwide, non-exclusive, non-sublicensed, non-transferable license to use our App, subject to this EULA. This license we grant to you is for the sole purpose of enabling to use our App for personal use in the manner permitted by this EULA. You are only granted the expressed licenses and rights; no licenses or rights are granted by implication.
Your License to Us: You grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, display, and perform the information you upload, submit, send, or receive on our App. The license you grant to us are for the purpose of operating and providing our App.
5. Restrictions & Prohibited Activities
THERE IS NO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE USERS IN THE PROX APP. You may not access or use the App for any purpose other than that for which we make the App available. As a user of the App, you agree not to: (a) make any unauthorized use of the App, including collecting usernames and/or email addresses of the users by electronic or other means for the purpose of sending unsolicited emails or creating user accounts by automated means or under false pretenses; (b) circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the App and/or content contained therein; (c) engage in unauthorized framing of or linking to the App; (d) trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user password; (e) make improper use of our support services or submit false reports of abuse or misconduct; (f) violate, misappropriate, or infringe the rights of us or other users, including but not limited to privacy, publicity, intellectual property, or other proprietary rights; (g) post anything illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including but not limited to pornographic content, objectification of real people, making physical threats, bullying, or promoting violent crimes; (h) impersonate another user or someone other than yourself; (i) engage in any commercial use or endeavors of our App without our authorization; (j) interfere with, disrupt, or create an undue burden on the App or the networks or services connected to the App; (k) sell, rent, or charge for the use of the App; (l) sell or otherwise transfer your App profile; (m) decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up a part of the App; (n) harass, annoy, intimidate, or threaten any of our employees or agents; (o) upload or transmit (or attempt to upload or transmit) viruses, spam, bugs, or the like on the App; or (p) use the App in a manner inconsistent with any applicable laws or regulations.
Users may flag other user’s objectionable content for review within the App. Objectionable content reports will be reviewed within 24 hours. Content deemed to be in violation of this Agreement will be removed and the user who provided the offending content may be ejected from the App. If you have any questions about or to receive further information regarding user generated content, please contact us at email@example.com.
6. Third-Party Websites and Content
The App may contain (or you may be sent via the App) links to other websites (“Third-Party Websites”) as well as articles, photos, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the App or any Third-Party Content posted on, available through, or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware that this EULA no longer govern in relationship to the use of the Third-Party Websites and use or installation of Third-Party Content. You should review the Application terms and policies, including privacy and data gathering and usage practices, of any website to which you navigate from the App or relating to any applications you use or install from the App. Any purchases you make through Third-Party Websites or Third-Party Content will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites or Third-Party Content and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any contact with Third-Party Websites or any Third-Party Content.
7. Service Management
We reserve the right, but are not obligated, to: (1) monitor the App for violations of this EULA; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or this EULA, including but not limited to reporting such user to law enforcement; (3) refuse, restrict access to, limit the availability of, or disable any of your content, in our sole discretion and without limitation; (4) remove or disable files and content from the App that are excessive in size or are in any way burdensome to our systems; (5) correct any errors, inaccuracies, or omissions and change or update the information on the App at any time without notice; and (6) manage the App in a manner designed to protect our rights and property and facilitate proper functioning of the App.
8. User Data
We will maintain certain data that you submit to the App for the purpose of providing the platform service to you and managing the performance of the App, as well as data relating to your use of the App. Although we store your data and/or perform backups of data, you are solely responsible for all data you submit or that relates to any activity undertaken using the App. You agree that we shall have no liability to you for any loss or corruption of such data, and you hereby waive any right of action against us arising out of any such loss or corruption of data.
10. Electronic Communication
We reserve the right to contact you for marketing purposes or to notify you about information relating to the use of our App. You consent to receiving electronic communications, and you agree that all notices, disclosures, or other communications we provide to you electronically, in any method, satisfy any legal requirement that such communications be in writing.
11. Modifications And Interruptions
We reserve the right to change, modify, or remove content and features on the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App at any without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the App.
We cannot guarantee that the App will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the App at any time and for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in this EULA will be construed to obligate us to maintain and support the App or to supply any corrections, updates, or releases to the App.
This EULA shall remain in full force and effect while you use the App. Without limiting any other provision of this EULA, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the App (including blocking certain IP addresses) to any person for any reason or for no reason, including but not limited to breach of any provision, representation, or warranty contained in this EULA or any applicable law or regulation. We may terminate your use or participation on the App or delete your account and any content that you submit at any time, without warning, in our sole discretion.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or a name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including but not limited to civil, criminal, or injunctive redress.
13. Intellectual Property Infringement
We respect your intellectual property rights. If you believe that any material available on or through the App infringes upon any intellectual property you own or control, please immediately notify us using the contact information provided below. We will do our best to notify the individual that you believe has infringed your intellectual property rights and remove such content. Please be advised that, pursuant to federal law, you may be held liable for damages if you make material misrepresentation to us. Thus, if you are not sure that material located on or linked to the App infringes your intellectual property, you should contact an attorney.
14. Governing Law
Applicable Law: This EULA and your use of the App are governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be entirely performed within the State of Florida, without regard to any conflicts of law principles.
Jurisdiction: If you have a claim with us that is subject to binding arbitration, you agree that such dispute resolution be held exclusively in Polk County, Florida (USA). If you have a claim with us that is excepted from binding arbitration, in accordance with this EULA or applicable law or regulation, you agree to resolve such claim exclusively in the United State District Court for the Middle District of Florida or a state court located in Polk County in Florida, and you agree to submit to personal jurisdiction of such courts for the purpose of litigating all claims.
15. Dispute Resolution
(a) Binding Arbitration: Except for disputes or claims listed in Section 14(c) herein, any disputes or claims relating to or arising under this EULA that cannot be settled through informal, good-faith negotiations shall be exclusively resolved by binding arbitration, and you agree to waive your right to sue in court or have a jury trial. The arbitration shall be commenced and conducted under the commercial arbitration rules of the American Arbitration Association (AAA), specifically the Commercial Arbitration Rules and, if applicable, the Consumer Arbitration Rules, which is located at www.adr.org. The arbitration shall be presided over by a single arbitrator in accordance with the AAA rules.
(b) Restrictions: You agree that any arbitration shall be limited to claims or disputes between you and us. To the full extent permitted by law, (i) no arbitration shall be joined with any other procedure; (ii) there is no right or authority for any claim or dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any claim or dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
(c) Exceptions to Arbitration: You agree that the following claims and disputes are not subject to binding arbitration: (i) any claim or dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; and (ii) any claim or dispute related to, or arising from, allegations of theft, piracy, or invasion of privacy.
(d) Time Limit to Arbitrate or File a Suit: You agree that any claim or cause of action arising out of or related to the use of the App must commence within one (1) year after the claim or cause of action accrues. Otherwise, such claim or cause of action is barred.
You agree to defend, indemnify, and hold us harmless, including our affiliates and all of our respective officers, agents, partners, and employees from and against any loss, damage, liability, claim, or demand, including attorney fees and expenses, made by any third party against us due to or arising out of: (a) the content you submit on the App; (b) your use of the App; (c) breach of this EULA by you; (d) any breach of your representations and warranties set forth in this EULA; (e) your violation of the rights of a third party, including but not limited to intellectual property rights; or (f) any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your own expense, with our defense of such claims.
17. Warranty Disclaimer
YOU USE THE APP AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMER. THE APP IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE APP, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP, (3) UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS WE USE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) BUGS, VIRUSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, SUBMITTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR APP OR THE FEATURES, SERVICES, AND INTERFACES OUR APP PROVIDE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY ANOTHER USER OR THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY ADVERTISING, AND WE WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION OR COMMUNICATION BETWEEN YOU AND ANOTHER USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU RELEASE US, OUR AFFILIATES, AND OUR DIRECTORS, OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES FROM ANY CLAIM OR DISPUTE RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM OR DISPUTE YOU HAVE AGAINST ANY THIRD PARTY.
18. Limitation of Liability
IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR DIRECTORS, OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CLAIM OR DISPUTE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU HAVE PAID US, IF ANY. THE FOREGOING DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Any waiver of any provision herein requires our express consent, and our failure to exercise or enforce any right or provision herein shall not operate as a waiver of such right or provision.
All of our rights and obligations under this EULA are freely assignable by us to others in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.
You shall not transfer any of your rights or obligations under this EULA to anyone else without our prior written consent.
Except as contemplated herein, this EULA does not give any third-party beneficiary rights.
We reserve the right, in our sole discretion, to make changes or modifications to this EULA at any time and for any reason. We will alert you about any changes or modifications by updating the “Last modified” date located at the top of this EULA, and you waive any right to receive specific notice of each change or modification. It’s your responsibility to periodically review this EULA to stay informed of updates. You will be subject to, and will be deemed to have been given notice and made aware of and to have accepted, the changes in any revised EULA by your continued use of the App after the date such revised EULA has been posted.
The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would violate any law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons or entities who choose to access and use the App from such jurisdiction or country do so on their own initiative and are solely responsible for compliance with local laws and regulations to the extent local laws and regulations are applicable.
You may not export, ship, transmit or re-export the Software in violation of any applicable law or regulation, including but not limited to Export Administration Regulations issued by the U.S. Department of Commerce.
If any provision or part of a provision of this EULA is deemed unlawful, void, or for any reason unenforceable, then that provision or part of the provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of the remaining provisions.
There is no joint venture, partnership, employment, or independent contractor or agency relationship created between you and us as a result of this EULA or use of the App.
20. Entire Agreement
Unless a mutually executed agreement between you and us states otherwise, this EULA constitutes the entire agreement and understanding between you and us regarding the use of our App and supersedes any prior agreements.
21. Contact Us
If you have any questions about or to receive further information regarding this EULA, please contact us at: