Terms of Use
1. GENERAL
1.1 Subject to the terms and conditions of this Agreement, Stratus Intelligence ("Company") will use commercially reasonable efforts to provide Customer with the Services. As part of the registration process, Customer will create an administrative user name and password for their account. The Company reserves the right to refuse registration or cancel passwords it deems inappropriate.
1.2 Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure of the Services or Software; (b) copy, modify, or create derivative works of the Services or Software; (c) use the Services for any purpose other than internal use; (d) bypass or breach any security device related to the Services; (e) upload or transmit unlawful or harmful materials; (f) interfere with the Services; (g) use the Services in violation of third-party rights or laws; (h) resell or analyze the Services for competition; or (i) access or use the Services outside of the scope defined by this Agreement.
2.2 Customer represents and warrants that use of the Services will comply with Company’s Acceptable Use Policies and all applicable laws. Customer agrees to indemnify and hold harmless the Company for any claims arising from violations of the Policies or misuse of the Services. Company may monitor usage and may prohibit activities that violate its Policies.
2.3 Customer is solely responsible for: (a) procuring all necessary equipment to access the Services; (b) maintaining account and data security; (c) the content and legality of all Customer Data; (d) accuracy of all inputs and instructions provided to Company; and (e) full cooperation in enabling Company to deliver Services.
3. CONFIDENTIALITY AND PROPRIETARY RIGHTS
3.1 Each party acknowledges the other may disclose confidential business, technical or financial information ("Proprietary Information"). For Company, this includes non-public technical and operational data about the Services and pricing terms. For Customer, this includes Customer Data submitted via use of the Services.
3.2 The Receiving Party agrees to: (a) protect all Proprietary Information with reasonable care, and (b) not use or disclose it except as permitted under this Agreement. The above does not apply to publicly available information or disclosures required by law.
3.3 Customer owns all rights to Customer Data. Customer may use any reports derived from Customer Data. Company may request edits or removal of any published Service Content and Customer shall comply within 72 hours.
3.4 Company retains all rights to the Services, Software, and related intellectual property.
3.5 Company may collect and analyze Resultant Data (de-identified and aggregate usage data) for improving services and operations. Customer grants Company full rights to use Resultant Data.
4. WARRANTY AND DISCLAIMER
Company will make reasonable efforts to maintain reliable, professional service. Scheduled and emergency downtime may occur. Company is not liable for delays caused by Customer. Services are provided "AS IS" and without warranties beyond those stated. Company disclaims all implied warranties including merchantability and fitness for purpose.
5. LIMITATION OF LIABILITY
EXCEPT FOR BODILY INJURY, COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR: (a) LOSS OF USE OR DATA; (b) INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (c) DAMAGES OUTSIDE COMPANY’S CONTROL; OR (d) DAMAGES IN EXCESS OF FEES PAID IN THE 12 MONTHS PRIOR TO THE INCIDENT.
6. MISCELLANEOUS
If any provision is invalid, the rest remain in effect. Headings are for reference only. Customer may not assign rights without consent; Company may assign freely. This Agreement is the complete understanding between parties and supersedes prior agreements. Conflicts among documents are resolved in this order: (a) this Agreement, (b) the Order Form, (c) Exhibit A, and (d) other referenced documents. No partnership is created. Prevailing parties in disputes may recover legal fees. Notices must be in writing. This Agreement is governed by the laws of New Brunswick. A press release may be issued within 90 days of the Effective Date, and Customer may be asked to serve as a reference account.