Effective date: 9/23/2025

Please carefully read this Services Agreement (this “Agreement”) of Strada Media Inc. ("Strada") and our Privacy Policy, which is incorporated into this Agreement by this reference.  

THIS AGREEMENT GOVERNS THE ACCESS TO AND USE OF THE COLLABORATION PLATFORM SERVICES (AS DEFINED BELOW) BY CUSTOMER AND ALL USERS LICENSED BY, ACTING ON BEHALF OF, AND INVITED TO ACCESS AND USE THE COLLABORATION PLATFORM SERVICES BY, CUSTOMER. BY USING THE COLLABORATION PLATFORM SERVICES, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS AND STRADA’S PRIVACY POLICY.  

THE INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. 

ARBITRATION NOTICE: PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES CUSTOMER TO ARBITRATE CLAIMS WITH STRADA AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM STRADA.

AUTO-RENEWAL NOTICE: SUBSCRIPTIONS FOR THE COLLABORATION PLATFORM SERVICES ARE AUTO-RENEWING ON A RECURRING BASIS.  STRADA WILL BILL THE PAYMENT CARD THAT CUSTOMER PROVIDES TO US UPON CUSTOMER’S INITIAL PURCHASE AND ON A RECURRING BASIS AT THE BEGINNING OF EACH RENEWAL PERIOD. BY SIGNING UP FOR RECURRING SUBSCRIPTION PLANS, CUSTOMER AUTHORIZES RECURRING CHARGES TO ITS PAYMENT CARD.  Please see other terms below in Section 2 (“Payment of Fees”) regarding subscriptions to the Collaboration Platform Services, including with regard to terminating subscriptions.

1. DEFINITIONS

1.1. “Affiliate” means, for a Party, any entity that controls, is controlled by, or is under common control with, the Party, where “control” means the direct or indirect power to direct the affairs of an entity, voting power, or economic or contractual interest or otherwise.

1.2 “Claim” means a claim, action, complaint, or legal regulatory body, administrative or judicial proceeding filed against a Party.

1.3 “Collaboration Platform Services” means the technology services provided by or on behalf of Strada and provided to Customer, as set out in the Sales Order. 

1.4 “Confidential Information” means any non-public or proprietary information about a disclosing Party’s business related to technical, commercial, financial, employee, or planning information that is disclosed to the other Party in connection with their business relationship, and (A) is identified in writing as confidential at the time of disclosure; or (B) by its nature confidential or the receiving Party knows, or should reasonably know is confidential. Any Strada Technology and the terms and conditions of the Agreement shall be deemed to be Confidential Information of Strada and all Customer Data shall be deemed to be Confidential Information of Customer. “Confidential Information” does not include information that: (1) has become public knowledge through no fault of the receiving Party; (2) was known to the receiving Party, free of any confidentiality obligations, prior to its disclosure by the disclosing Party; (3) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than the disclosing Party; (4) is independently developed by the receiving Party without the use of Confidential Information; (5) information that comprises Unlawful Content subject to legally required reporting obligation (e.g. child exploitation material) and any information provided in connection with such a report that is required or authorized by law (e.g. User name, email address, upload/transfer timestamp, and IP address).

1.5 “Creative Metadata” means User-generated data and content related to Customer Data such as User comments, messages, content transcriptions, and descriptive tagging.

1.6 “Customer” means the entity identified herein and within the Sales Order as “Customer”, “Client”, or otherwise identified in the Sales Order as the end user customer. With respect to provisions regarding Customer’s access and use of the Collaboration Platform Services, “Customer” is deemed to include all Users licensed by, acting on behalf of, and invited to access and use the Collaboration Platform Services by, Customer unless the context otherwise requires.

1.7 “Customer Data” means any (i) information or (ii) material, such as audio, video, text, or images, that is connected to the Collaboration Platform Services by a User from User’s or Customer’s internal data stores or third-party data providers and is used in connection with such User’s or Customer’s use of the Collaboration Platform Services. Customer Data does not include Sample Files or Derivative Files on a standalone basis.

1.8 “Customer Site(s)” means any current or future website or application that is owned and operated by Customer or is hosted or operated by a third-party or Strada on Customer's behalf, and that contains a privacy policy or terms of use governing data collection practices that Customer controls.

1.9 “Derivative Files” means assets generated by the Collaboration Platform Services based on Customer Data.

1.10 “Documentation” means the applicable technical specification and usage documentation for the Collaboration Platform Services as such materials are made generally available on www.strada.tech. “Documentation” does not include any third-party content posted to www.strada.tech, content published in user forums hosted or moderated by Strada, content related to any future functionality, or communications exchanged between Strada and Customer, unless such communications are specifically incorporated by reference within the applicable Sales Order.

1.11 “End Use” means Customer’s use into which the Derivative Files are embedded.

1.12 “Indemnified Technology” means the Collaboration Platform Services paid for by Customer.

1.13 “License Term” means the earlier of the duration of the license for the Collaboration Platform Services as stated in the Sales Order, or any shorter term arising from a termination or expiration of this Agreement. 

1.14 “Party” or “Parties” means Strada or Customer, or both, as applicable.

1.15 “Sales Order” means the order by Customer for Collaboration Platform Services submitted either electronically through the user interface on Strada’s website or through a written ordering document that is executed between Strada and Customer. All Sales Orders are incorporated by reference into this Agreement. 

1.16 “Sample Files” means the Strada-provided audio, visual, video, or other content files for use in tutorials, demonstrations, and for other trial purposes, which may be identified as sample files. 

1.17 “Sensitive Personal Data” means an individual’s financial information, sexual preferences, medical or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal information” or “special categories of personal information”) as used in applicable data protection or privacy laws. 

1.18 “Strada Technology” means technology owned by Strada or licensed to Strada by a third-party and includes, without limitation, the Collaboration Platform Services, reports, software tools, algorithms, software (in source and object forms), user interface designs, architecture, toolkits, plug-ins, objects and Documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world, and feedback made to Strada that are incorporated into any of the foregoing (which are hereby irrevocably assigned to Strada), as well as any of the modifications, or extensions of the above, whenever or wherever developed. 

1.19 “User” means an individual who uses or accesses the Collaboration Platform Services. A User may be an employee or temporary worker of a Customer (or multiple Customers, as applicable) or an individual or contractor invited by another User (or multiple other Users) to use or access the Collaboration Platform Services.

1.20 “User Data” means the data about Users’ interactions with the Collaboration Platform Services, which may include data about the Users’ network, including traffic data, location data, logs, and other communication data, devices, internet connection, browser type, internet service provider and operating system, as well as data about our Users’ and Representatives’ activities and interactions within the Collaboration Platform Services. For clarity, User Data does not include Customer Data or Creative Metadata.

2. PAYMENT OF FEES

2.1 Payment. Customer must pay the fees and all applicable taxes according to the payment terms in the Sales Order. 

2.2 Web-Based Orders. If Customer submits a Sales Order through Strada’s website, Customer will be presented with the subscription options, the amount of the associated fees and whether the subscription is recurring prior to processing the transaction. Only valid payment methods acceptable to Strada may be used to complete a purchase. The individual submitting payment represents and warrants that such individual is authorized to use Customer’s designated payment method. Customer authorizes Strada to charge Customer’s designated payment method for the total amount of the Sales Order (including any applicable taxes). 

2.3 Automatic Recurring Charges. As noted above, fees for some of Strada’s subscription plans for Collaboration Platform Services are auto-renewing on a recurring basis. Customer hereby authorizes recurring charges to the payment card that is submitted for the initial term.  Strada will bill Customer’s payment card upon Customer’s initial purchase (or at the end of a free trial if applicable) and on a recurring basis at the beginning of each new renewal period. Customer may cancel any automatic subscription by editing the settings associated with Customer’s account profile (i.e., toggling to “off” the selection for auto-renewal) at any time prior to the beginning of the new renewal subscription period. Subscription fees are subject to change.  If Strada changes its rates, Strada will provide notice to Customer in advance of Customer’s renewal period and give Customer an opportunity to cancel.

2.4  Customer agrees to keep its account and payment information current at all times.  To make changes to Customer’s payment or account information, Customer should contact Strada at support@strada.tech or make changes in Customer’s account settings.  Customer is responsible for informing Strada immediately if Customer suspects any unauthorized use of Customer’s payment card or login credentials.  

2.5 Except as expressly set forth herein, all fees are non-cancelable and nonrefundable. 

2.6 In the event that the parties execute a written Sales Order that provides for Strada to submit invoices for fees, all invoices will be delivered electronically to Customer. Strada may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law (whichever is less) on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any fees that are unpaid as of the date of termination or expiration will be immediately due and payable. In addition, Strada may terminate this Agreement at any time for Customer’s failure to pay fees when due.

2.7 Strada uses Stripe to process payments. Strada’s relationship with Stripe is contractual in nature; Stripe is a third-party vendor to Strada and not subject to Strada’s direction or control. Strada’s relationship with Stripe is not, and should not be construed as, one of fiduciaries, franchisor-franchisee, agent-principal, employer-employee, partners, joint venturers or the like.  Customer agrees that Stripe is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems.  Customer may be subject to Stripe’s terms of use and/or privacy policies when purchasing Collaboration Platform Services.

2.8 From time to time Strada may offer free trials to, or introductory pricing for, the Collaboration Platform Services.  These offers are available to Customer only if Customer has not previously been a subscriber to Collaboration Platform Services.  If Customer responds to a free trial or introductory pricing offer but does not qualify, Strada reserves the right to reject Customer’s order.  Any free trials or free versions of the Collaboration Platform Services are provided to Customer on an “AS-IS” basis, without warranty of any kind, express or implied, and is not Indemnified Technology.

3. LICENSE AND RESTRICTIONS

3.1 License Grant for the Collaboration Platform Services. Subject to the terms and conditions of this Agreement, Strada grants Customer for its direct beneficial business purposes, during the License Term, a non-transferable, non-exclusive license, to: 

A. permit Users to access the Collaboration Platform Services through the applicable interfaces;

B. develop and test Customer customizations to evaluate potential configurations of the Collaboration Platform Services; and

C. use the Collaboration Platform Services in accordance with the Documentation.

3.2 License Conditions. Except to the extent expressly permitted under this Agreement, Customer agrees as a condition of the licenses that it and all Users must not:

A. use the Collaboration Platform Services in (1) violation of any applicable law or regulation, or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, publicity or intellectual property laws); or (2) a manner that would cause a material risk to the security or operations of Strada or any of its customers, or to the continued normal operation of other Strada customers;

B. copy, use, distribute, republish, download, display, transmit, sell, rent, lease, host, or sub-license the Collaboration Platform Services;

C. place advertisement of any products or services through the Collaboration Platform Services;

D. use any data mining or similar data gathering and extraction methods, including data scraping for machine learning or other purposes;

E. circumvent any access or use restrictions;

F. impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity;

G. offer, use, or permit the use of the Collaboration Platform Services in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third-party;

H. attempt to interact with the operating system underlying the Collaboration Platform Services, or modify, create derivative works of, adapt, translate, reverse engineer (including monitoring or accessing the inputs and output flowing through a system or an application), decompile, or otherwise attempt to discover within any Strada Technology, the source code, data representations, or underlying algorithms, processes and methods. (This restriction will not apply to the extent it limits any non-waivable right Customer may enjoy under applicable law);

I. remove, obscure, or alter any proprietary notices associated with the Collaboration Platform Services;

J. allow third parties to use the Collaboration Platform Services (or any content, data, output, or other information received or derived from the Collaboration Platform Services) to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights;

K. use any software components, modules, or other services that may be delivered with the Collaboration Platform Services, but which are not licensed to Customer and identified in the Sales Order; or

L. share its login IDs and passwords, or allow use of the same login ID simultaneously by two or more Users, and Customer is responsible for unauthorized access to its authorized Users’ login IDs and passwords.

Strada reserves all other rights not expressly granted in this Agreement.

3.3 Sample Files. Customer may use Sample Files only for the purpose for which they were provided. Customer may not distribute Sample Files in any way that allows a third party to use, download, extract, or access the Sample Files as a stand-alone file, and the Customer may not claim any rights in the Sample Files. 

3.4 Derivative Files. 

A. Derivative Files License. Unless Documentation or specific licenses state otherwise, Strada hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable license to use the Derivative Files to create files for End Use. Customer may modify the Derivative Files prior to embedding them in the End Use. Customer may reproduce and distribute Derivative Files only in connection with Customer’s End Use; however, under no circumstances may Customer distribute the Derivative Files on a stand-alone basis outside of the End Use.

B. Reservations and Claims. Strada does not guarantee the accuracy of the Derivative Files, including any related titles, descriptions, keywords, or other metadata. If Customer has actual knowledge, or if Customer or Strada reasonably believes that a Derivative File may be subject to a third-party Claim, then Strada may instruct Customer to cease all use of that Derivative File, and Customer must promptly comply with Strada’s instructions. Customer will hold Strada harmless, defend at Strada’s request, and pay, at Customer’s expense, any third-party Claim against Strada arising out of or relating to Customer’s End Use in violation of the terms of this Agreement.

3.5 Third-Party Providers. Customer is responsible for complying with any applicable terms and conditions of any third-party data, products, services, and platforms used by Customer in conjunction with the Collaboration Platform Services. 

3.6 Regional Service Limitations. Customer represents and warrants that at no time will it or any of its authorized Users access or use the Services from a country sanctioned by the United States government. 

3.7 Authorized Users. Customer shall be responsible for all acts and omissions of Users licensed by, acting on behalf of, and invited to access and use the Collaboration Platform Services by, Customer and shall be responsible and liable for all such Users’ content, information, actions, omissions and compliance with the terms of this Agreement. 

3.8 User License Transfers. Customer may deploy the Collaboration Platform Services licensed on a per-User basis only to Users through a unique login ID and password. Customer may not allow the use of the same login ID by two or more Users, nor may Customer deploy the Collaboration Platform Services in any shared license model or similar license deployment (including, but not limited to, floating, generic user, leased, or shift license deployment). Customer may transfer a license from one User to another User without being deemed an additional deployment, subject to any reporting requirements that may be contained in a Sales Order, and the new User then uses a new ID and password. Customer is responsible for all activity that occurs via a User’s account(s). 

3.9 Modification. Strada reserves the right to add, modify, update, or discontinue features or capabilities of the Collaboration Platform Services. Strada will make reasonable efforts to notify Customer of any (a) discontinuation, or (b) modification or update that, in Strada’s reasonable discretion, is detrimental or results in a diminishment of value to Customer. Strada may provide Customer with a pro-rata refund of prepaid fees or with a service similar to any discontinued Collaboration Platform Service. 

3.10 User-Generated Content. The Collaboration Platform Services may contain user-generated content that is: (A) inappropriate for minors; (B) illegal in some countries; or (C) inappropriate in certain circumstances. If Customer wants to prevent viewing of or access to user-generated content, it should either (1) disable the Collaboration Platform Services access, where that functionality is made available; or (2) block access to the Collaboration Platform Services via its network firewall. Strada disclaims liability for all user-generated content available via the Collaboration Platform Services. 

4. THIRD-PARTY ACCESS

4.1. Use by Affiliates. Where specified in a Sales Order, Customer may allow its Affiliates to use and access the Collaboration Platform Services. 

4.2. Outsourcing and Third-Party Access. Customer may allow a third-party contractor to operate, use or access the Collaboration Platform Services solely on Customer’s behalf, provided such use or access is only for Customer’s direct beneficial business purposes. Customer is solely responsible for implementing the settings, including commenting, transferring, editing, access, publication, and ownership settings, for all content, including Customer Data. If Customer does not want the third party to modify, comment on, transfer, or engage with Customer Data, Customer should not Share (as defined below) Customer Data with such third party, or should ensure that the permission settings are properly tailored to the rights Customer authorizes for such third party. Customer is responsible for ensuring that any third-party or Affiliate operating, using or accessing the Collaboration Platform Services on Customer’s behalf complies with the terms of this Agreement. Customer is responsible for and liable for the acts or omissions of such Affiliate or third-party as if they were Customer’s acts or omissions. “Share” means to email, post, transmit, stream, upload, transfer, or otherwise make available through use of the Collaboration Platform Services.

5. USER DATA, CUSTOMER DATA AND CREATIVE METADATA

5.1. Ownership. As between Strada and Customer, (i) Customer owns (or where applicable, must ensure it has a valid license to) the Customer Data and Creative Metadata, subject to Strada’s rights under the Agreement; and (ii) Strada owns all User Data.

5.2. Permitted Use. Customer agrees that Strada and its Affiliates may use, copy, transmit, sub-license, aggregate, model, index, store, and display User Data for one or more of the following: (1) to perform its obligations under this Agreement; (2) for product improvement and development; (3) to publish and distribute any anonymized information (i.e. information where neither Customer nor its site visitors are capable of being identified, which may be aggregated with other customers’ anonymous information); or (4) to enforce its rights under this Agreement.

5.3. Responsibility. 

A. Customer will conspicuously display a privacy policy that discloses Customer’s privacy practices, identifies the collection, use and sharing of information gathered in connection with the Collaboration Platform Services, including types of data collected, and offers an opportunity to opt out of (or opt-in if applicable law requires) the collection, use and sharing of data gathered in connection with the Collaboration Platform Services.

B. Customer retains complete control over Customer Sites and Customer Data. In connection with Customer’s use of the Collaboration Platform Services (including Customer Sites used with the Collaboration Platform Services and collection and use of all Customer Data), Customer must comply with its privacy policy and all applicable laws and regulations. Customer will take reasonable steps to identify and promptly remove any Customer Data that violates the requirements of section 3.2(A) (“Unlawful Content”), in accordance with applicable laws and regulations. If there is Unlawful Content, Strada may suspend services.

C. Sensitive Personal Data. A User may provide Sensitive Personal Data to the Collaboration Platform Services within Customer Data and/or Creative Metadata it uploads/transfers/generates in the Collaboration Platform Services (as distinct from information provided for purposes of account creation); provided, however, that: (1) User has obtained all necessary consents to do so; (2) the provision of such Sensitive Personal Data does not itself subject Strada or any Strada Affiliate to the requirements of the Gramm-Leach-Bliley Act of 1999 or the Health Insurance and Portability Act of 1996 (“HIPAA”), and (3) Customer shall in no event provide Sensitive Personal Data that constitutes Protected Health Information under HIPAA. Except for the purchase of the Collaboration Platform Services, Customer shall not include credit card numbers or authentication data in any Customer Data or Creative Metadata.

5.4 Consumer Generated Content. If content generated by consumers of Customer is uploaded/transferred to Strada’s Collaboration Platform Services, the following terms apply:

A. Strada does not review all content uploaded/transferred to Strada Collaboration Platform Services, but Strada may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing); and

B. Strada may access or disclose information about Customer, its consumers, or Customer’s use of the Collaboration Platform Services when it is required by law or regulation (such as when Strada receives a valid subpoena or search warrant).

5.5 Usage Information. Strada may develop, modify, improve, support, customize, and operate its products and services based on information that Strada collects on User Data.

6. COLLABORATION SERVICES

6. Collaboration Services. If Customer (or any of Customer’s Users) is invited by another individual or organization that is using Strada products and services under a separate agreement with Strada (“Third-Party Account Holder”) to Share (as defined in Section 4.2 above) or edit Customer Data in a document, space, library, canvas or other collaboration environment controlled by the Third-Party Account Holder (each a “Collaboration Space”), Customer acknowledges and agrees that the Third-Party Account Holder is solely responsible for implementing the settings, including commenting, transferring, editing, access, publication and ownership settings, for all content, including Customer Data, in the Collaboration Space. The Third-Party Account Holder will be able to restrict or terminate a User’s access to the Collaboration Space at any time. If Customer does not want the Third-Party Account Holder to control Customer Data, Customer (or any of Customer’s Users) should not Share or edit Customer Data in a Collaboration Space and should maintain back-up copies of Customer Data. 

Strada has no responsibility or liability for any loss, use or misuse of Customer Data in a Collaboration Space. Customer acknowledges and agrees that (a) Strada will not be a party to any disputes between Customer and any Third-Party Account Holder; (b) Customer will not seek to make Strada a party to any such dispute, and (c) Strada will have no liability or obligation to either Customer or a Third-Party Account Holder for any content, including Customer Data, subject to such a dispute. 

7. CONFIDENTIALITY

7.1 Confidentiality. Each party (the receiving party) will treat Confidential Information of the other party (the disclosing party) with reasonable care and disclose only on a need to know basis or as permitted under this Agreement. The receiving party will only use Confidential Information for the purposes of performing its obligations or as permitted under this Agreement. However, a receiving party may disclose Confidential Information: (a) if approved by the other party in writing; (b) if required by law or regulation; (c) in the event of dispute between the parties, as necessary to establish the rights of either party; or (d) as necessary to provide the Collaboration Platform Services licensed by Customer. In the case of (b) and (c), the receiving party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure unless prohibited by law or regulation.

7.2 For the purpose of this Section 7 (Confidentiality) and the definition of “Confidential Information”, a reference to a “party” means a Party and its Affiliates. The receiving party is responsible for ensuring that its representatives and Affiliates fully comply with the obligations of the receiving party under this Section.

8. Prerelease, Beta, or Free Version(s)

8.1 Strada may provide access to the Collaboration Platform Services, or a feature of the Collaboration Platform Services, as a no-cost prerelease, early access, or beta version (“Beta Version”). A Beta Version does not represent the final product and may contain bugs. Strada may choose not to release a commercial version of the Beta Version.

8.2 Strada provides the Beta Version on an “AS-IS” basis. Strada, its Affiliates, and third-party providers disclaim and make no representation or warranty of any kind, express, implied or statutory, including representations, guarantees or warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy. Any warranties specified in the Agreement do not apply to the Beta Version. Strada further disclaims any warranty that (a) the Beta Version will meet Customer’s expectations, requirements, or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Beta Version will be effective, accurate, or reliable; or (c) any errors or defects in the Beta Version will be corrected. Strada disclaims all liability of any kind for Customer’s use of the Beta Version. Customer must promptly cease using the Beta Version and destroy all copies of the Beta Version if Strada requests the Customer to do so. Strada may develop, modify, improve, support, customize, and operate its products and services based on Customer’s use, as applicable, of any Beta Versions.

8.3 Free Version. Strada may provide, at no additional cost, access to Strada software or technology services hosted by or on behalf of Strada and provided to Customer as a shared instance (“Free Version”). At its option, Customer may use the Free Version, subject to the terms of this Agreement and any additional clickthrough terms. Notwithstanding the foregoing, the Free Version will be provided to Customer on an “AS-IS” basis without warranty and is not Indemnified Technology.

9. INDEMNITIES

9.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Strada, Strada’s affiliates and each of its and their respective employees, contractors, directors, suppliers and representatives (the “Strada Parties”) from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to Customer’s use or misuse of, or access to, the Collaboration Platform Services, Customer Data, User Data, violation of these Terms of Service, or infringement by Customer, or any third party using Customer’s account or identity in the Collaboration Platform Services, of any privacy or intellectual property or other right of any person or entity. Strada reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Strada in asserting any available defenses. 

9.2 Strada Indemnification

A. Strada’s Obligations. Strada will defend, at its expense, any third-party Claim against Customer made during the License Term to the extent the Claim alleges that (1) the Indemnified Technology directly infringes the third-party’s patent, copyright, or trademark; or that (2) Strada has misappropriated the third-party’s trade secret (“Infringement Claim”). Strada will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Strada).

B. Strada’s Response. In the defense or settlement of any Infringement Claim, Strada may, at its sole option and expense: 

i. procure for Customer a license to continue using the Indemnified Technology under the terms of this Agreement;

ii. replace or modify the allegedly infringing Indemnified Technology to avoid the infringement; or

iii. where (i) or (ii) are not reasonably or commercially feasible, terminate Customer’s license and access to the Indemnified Technology (or its infringing part) and refund any prepaid unused fees as of the date of termination, but only if Customer destroys all copies of the alleged infringing Indemnified Technology from all computer systems on which it was stored.

C. Exceptions. Strada will have no liability for any Infringement Claim that arises from any: 

i. use of the Indemnified Technology in violation of this Agreement;

ii. modification of the Indemnified Technology by Customer (or any third-party acting on Customer’s behalf);

iii. Customer Data;

iv. failure by Customer to install the latest updated version of the Indemnified Technology as requested by Strada to avoid infringement; or

iv. third-party products, services, hardware, software, or other materials, or combination of these with the Indemnified Technology, if the Indemnified Technology would not be infringing without this combination.

D. Sole and Exclusive Remedy. The remedies in this Section 9.2 (Strada Indemnification) are Customer’s sole remedy and Strada’s sole liability for any claim of infringement. 

9.4 Conditions. Indemnifying Party, as applicable, will have no liability for any Claim under Section 9.1 or 9.2 that arises from any failure of Indemnified Party to:

A. notify Indemnifying Party in writing of the Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent that Indemnifying Party is prejudiced by this failure;

B. provide Indemnifying Party with reasonable assistance requested by Indemnifying Party for the defense or settlement (as applicable) of the Claim;

C. provide Indemnifying Party with the exclusive right to control and the authority to settle the Claim; or

D. refrain from making admissions or statements about the Claim without Indemnifying Party’s prior written consent.

9.5 No Exclusion of Mandatory Law. Nothing in this Agreement is intended to supersede any applicable law that would preclude Customer from providing an indemnification under this Section 9.

10. LIMITATION OF LIABILITY

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL STRADA PARTIES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE STRADA PARTY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. 

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE STRADA PARTIES FOR ANY AND ALL CLAIMS OR DAMAGES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE AGGREGATE AMOUNT CUSTOMER HAS PAID TO STRADA FOR THE USE OF THE COLLABORATION PLATFORM SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

BY USING THE COLLABORATION PLATFORM SERVICES, CUSTOMER UNDERSTANDS THAT CUSTOMER MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, CUSTOMER AGREES TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT CUSTOMER’S WAIVER OF SUCH CLAIMS.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE FOREGOING PARAGRAPHS APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. WARRANTIES

11.1 Limited Warranty and Remedy for the Collaboration Platform Services. Strada warrants that the Collaboration Platform Services, as delivered to Customer, will substantially conform to the applicable Documentation during the License Term, to the extent that the Collaboration Platform Services constitute Indemnified Technology. Customer must notify Strada of a claim under this warranty within 45 days of the date on which the condition giving rise to the claim first appeared. To the extent permitted by law, Customer’s sole and exclusive remedy and Strada’s sole liability under or in connection with this warranty will be a replacement of the Collaboration Platform Services (as applicable), or if replacement is not commercially reasonable, a termination of the applicable Collaboration Platform Services and a refund of any pre-paid fees for the unused portion of the license (calculated at the date of termination) for the applicable Collaboration Platform Services. 

11.2 DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, STRADA PROVIDES THE COLLABORATION PLATFORM SERVICES ON AN "AS IS" BASIS. THE STRADA PARTIES DISCLAIM AND MAKE NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. CUSTOMER ACKNOWLEDGES THAT STRADA DOES NOT CONTROL CUSTOMER DATA, CUSTOMER EQUIPMENT OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES (INCLUDING THE INTERNET); (B) THE COLLABORATION PLATFORM SERVICES MAY BE SUBJECT TO LIMITATIONS, INTERRUPTIONS, DELAYS, CANCELLATIONS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE COMMUNICATIONS FACILITIES (INCLUDING SEARCH ENGINES AND SOCIAL MEDIA CHANNELS); AND (C) IT IS FULLY RESPONSIBLE TO INSTALL APPROPRIATE SECURITY UPDATES AND PATCHES. THE STRADA PARTIES ARE NOT RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, CANCELLATIONS, DELIVERY FAILURES, DATA LOSS, CONTENT CORRUPTION, PACKET LOSS, OR OTHER DAMAGE RESULTING FROM THESE PROBLEMS. 

12. LICENSE COMPLIANCE

12.1 Strada may, at its expense and no more than once every 12 months, verify that Customer’s use, installation, and deployment of the Collaboration Platform Services (or other Strada Technology used in conjunction with the Collaboration Platform Services) comply with the terms of this Agreement. The verification will require Customer to provide within 30 days of request (A) all valid payment documentation for the Collaboration Platform Services; and (B) any information reasonably requested by Strada to determine Customer’s use of the Collaboration Platform Services.

12.2 If the verification provided in accordance with section 12.1 above is not sufficient to demonstrate Customer’s compliance with the Agreement, Strada may conduct an onsite audit at Customer’s relevant places of business upon 14 days’ prior notice, during regular business hours, and will not unreasonably interfere with Customer’s business activities. Such verification may be conducted by an appointed independent third party.

12.3 If any verification shows Customer is using the Collaboration Platform Services (or other Strada Technology used in conjunction with the Collaboration Platform Services): (A) beyond the quantity that was legitimately licensed; or (B) in non-compliance with this Agreement, so that additional fees apply, without limiting Strada’s rights at law or in equity, Strada will invoice Customer accordingly and Customer must pay the additional fees within 30 days of invoice date. If use, deployment, or installation exceeds 5% of that which is permitted under this Agreement, Customer must pay Strada’s reasonable costs of conducting the verification, in addition to paying the additional fees. Any information shared between the Parties during such verification is considered Confidential Information.

13. TERM AND TERMINATION

13.1 Term. This Agreement applies to each of the Collaboration Platform Services from the effective date of the Sales Order until the expiration of the applicable License Term, unless terminated earlier under this Agreement. 

13.2 Termination for Cause

A. Material Breach by Either Party. If either Party commits a material breach of this Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate this Agreement, in whole or in part. 

B. Other Breaches. Strada may terminate this Agreement, in whole or in part, immediately upon written notice to Customer, if required by law; or Customer breaches Section 3.2 of this Agreement. 

13.3 Effect of Termination or Expiration.

A. Upon termination or expiration of this Agreement or any License Term for the Collaboration Platform Services:

i. the licenses and associated rights to the Collaboration Platform Services will immediately terminate;

ii. Customer must, at its expense, remove all references and links to the Collaboration Platform Services from the Customer Sites. Some or all of the Collaboration Platform Services may cease to operate without prior notice upon expiration or termination of the License Term; and

iii. Creative Metadata stored within the Collaboration Platform Services will be available to Customer for 30 days after the termination or expiration in the same format then available within the reporting interface(s).

B. Customer will be liable for any fees for any Collaboration Platform Services that are still in use or which remain active after termination or expiration of this Agreement. These fees will be invoiced to Customer at the rate set out in the Sales Order.

C. If Strada reasonably determines that Customer’s deployment of the Collaboration Platform Services is causing a material risk to the security or operations of Strada or any of its customers or to the continued normal operation of other Strada customers (each a “Deployment Risk”), then Strada may, at any time, upon written notice to Customer:

i. immediately suspend Customer’s access, in whole or in part, to the Collaboration Platform Services causing the Deployment Risk, until such Deployment Risk is resolved; or

ii. as a final option, where Strada has first used all commercially reasonable efforts to mitigate the Deployment Risk, Strada may terminate the affected Collaboration Platform Services.

13.4 Survival. The termination or expiration of this Agreement will not affect any provisions of this Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property ownership, permitted use, license compliance, disclaimers, limitation of liability, privacy, usage information, and the “General Provisions” section below.

14. GENERAL PROVISIONS

14.1 Assignment.

A. Customer may assign this Agreement in its entirety to a surviving person or entity under a merger or acquisition of Customer, upon written notice to Strada if the assignment does not expand the scope of the license granted in the Collaboration Platform Services and if the assignee agrees in writing, for the benefit of Strada, to assume all of Customer’s obligations under this Agreement.

B. Strada may assign this Agreement or delegate its obligations, in whole or in part, to its Affiliates or in connection with a merger, change of control, or acquisition of Strada or the assets of the business to which this Agreement relates, upon written notice to Customer.

C. Except as provided in this Section 14.1 (Assignment), Customer may not assign, voluntarily, by operation of law or otherwise, any rights or obligations under this Agreement without the prior, written consent of Strada.

D. Any attempted assignment in derogation of this Section will be null and void.

14.2 Governing Law. This Agreement is governed by and construed under the laws of the state of California, without regard to any conflict of law rules or principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods 

14.3. Dispute Resolution. 

A. Binding Arbitration. The parties agree that to the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with the Agreement and the use of the Collaboration Platform Services (collectively, “Disputes”), shall be resolved by final, binding, and (to the extent permitted by law) confidential arbitration conducted by JAMS, Inc. (“JAMS”) before a single arbitrator in Los Angeles, California, in accordance with the applicable JAMS rules then in effect (provided that, if such rules conflict with this paragraph in any manner, the terms of this paragraph shall control).  The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of all Claims and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award.  The parties acknowledge that, by agreeing to this arbitration procedure, both parties waive the right to resolve any Claims through a trial by jury or judge or by administrative proceeding.  This agreement to arbitrate does not extend to Disputes in which either party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law. The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s). Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.   

B. No Class Arbitrations, Class Actions or Representative Actions.  Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.  There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.  Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.  

C. Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under these Terms, to the fullest extent permitted by law the parties agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Los Angeles, California for the purpose of litigating all such disputes.  The parties also waive their right to a jury trial.

D. Time Limit for Claims. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Customer agrees to the admissibility of computer records and electronic evidence in any dispute herein.

14.4 Force Majeure. Neither Party is liable for failure to perform its obligations under this Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions. 

14.5 Injunctive Relief. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach. 

14.6 Notices. Any notice given under this Agreement must be in writing by email to the following addresses (or addresses notified in writing by either Party): (A) to Strada at sales@strada.tech and (B) to Customer at Customer’s email address stated on the Sales Order. 

14.7 No Agency. Nothing in this Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the Parties. No Party has authority to bind the other Party. 

14.8 Waiver, Modification. Neither Party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties. 

14.9 Order of Precedence. To the extent of any conflict or inconsistency between a provision in the Sales Order and a provision in these terms and conditions, the provision in the Sales Order shall control. 

14.10 Entire Agreement. This Agreement, including the Sales Order, contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. Any pre-printed terms or conditions contained on a purchase order submitted by Customer or any other related documentation submitted by or on behalf of Customer to Strada (or any other party) do not form part of this Agreement and are void, unless otherwise expressly agreed in writing and signed by both Customer and Strada.

14.11 Counterparts. A written version of this Agreement (or an ordering document) may be executed in one or more counterparts, each of which constitutes an original and all of which taken together constitutes the same instrument. Each Party may use an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies. 

14.12 Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect. 

14.13 Trade Sanctions and Export Control Compliance. The Collaboration Platform Services, and Customer’s use of them, are subject to the export controls and sanctions of the United States and other jurisdictions, which may prohibit Strada from providing the Collaboration Platform Services to Customer. Customer is responsible for compliance related to Customer’s use of the Collaboration Platform Services under these laws.

14.14 U.S. Government Licensing. For US Government end users: Customer acknowledges that the Collaboration Platform Services are “Commercial Products(s),” and “Commercial Service(s)” as those terms are defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable. Customer agrees, consistent with 48 C.F.R. section 12.212 or 48 C.F.R. sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Collaboration Platform Services; and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.