Terms of Use Agreement

This Terms of Use Agreement (“Agreement”) is a legal contract between Strata Products Worldwide LLC, a Georgia based corporation (“Strata,” “us” or “we”), and you (“you” and its derivatives), the user accessing or using the http://www.strataproducts.com/ web site (“Site”).

THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES IN CONJUNCTION WITH YOUR USE OF THE SITE. REVIEW THIS AGREEMENT EACH TIME YOU ACCESS THE SITE. BY ACCESSING ANY PORTION OF THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT JUST AS IF YOU HAD SIGNED THEM. YOU ARE ALSO SUBJECT TO ANY ADDITIONAL TERMS IN ANY INFORMATION, MATERIAL OR SERVICES YOU ACCESS FROM THE SITE. ALL SUCH ADDITIONAL TERMS ARE INCORPORATED INTO THIS AGREEMENT. STRATA MAY MODIFY THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU, AND SUCH MODIFICATIONS WILL BE EFFECTIVE UPON YOUR ACCESS OF THE SITE.

By using this Site, you become bound by this Agreement, and your continued use of this Site following any modification to this Agreement, means you accept and are bound by such modifications. If you do not agree, do not use this Site!

In consideration of the mutual benefits, promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. USE OF THE SITE, SERVICES AND CONTENT

This Agreement becomes effective upon your first access to the Site or use of the Content, and continues in effect thereafter for five (5) years unless terminated as provided herein. Such five (5) year period shall be measured from the most recent access or use of the Site or the Content.

The services available from the Site (“Service(s)”) and the contents and other material provided by the Site (such as text, graphics, images, audio, videos, Submissions (as defined below) and works of authorship) (together with the Services, the “Content(s)”). The Services and Content are for informational purposes only. You may view or download a single copy of the Content solely for your personal, non-commercial and internal business use if you retain all copyright and proprietary rights notices that are contained in the Content. Any special rules for the use of certain software and other Content accessible on the Site may be included elsewhere within the Site and are incorporated into this Agreement by reference. Hypertext linking to and framing of this Site is permitted by you. However, you shall promptly remove such links and frames upon Strata’s request, in Strata’s sole discretion. Linking, framing or any other use of this Site or the Content that serves to affect the identity of this Site or the source of the Content is prohibited. This first paragraph of Section 1 is collectively the “Authorized Use(s)”.

Content and features are subject to change or termination without notice in the sole discretion of Strata. All rights not expressly specified in the Authorized Uses are reserved to Strata and its licensors. If you violate any of this Agreement, your permission to use the Site and to access the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

You may not use the Site or Content to, directly or indirectly: (i) perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable or interfering with the performance of the Site; (ii) perform any activity which will or may breach a third party right; (iii) engage in public or commercial activities (including but not limited to offering for sale any products or services, soliciting for advertisers or sponsors or selling, licensing or granting public access to any information offered on the Site, or products or services competitive with this Site or the Content) not expressly authorized by Strata, in this Agreement or contemplated by the Site; (iv) copy, publish, broadcast, modify, distribute or transmit the Content not expressly authorized by Strata, this Agreement or by the Site; (v) conduct any other act or omission not expressly authorized by Strata, in this Agreement or contemplated by the Site (“Prohibited Use(s)”). You shall not use the Site to gain any unauthorized access to, or conduct any Prohibited Use on, any other Strata software, equipment, system or network.

In the event you register with the Site, Strata shall assign you a user name and password to access additional Content and Services. You are responsible for maintaining the confidentiality of your username and password, and are fully responsible for all activities that occur under your username with or without your knowledge. You agree to immediately notify Strata of any unauthorized use of your username or any other breach of security. In the event unauthorized use or access is suspected using your username, your account may be temporarily suspended or permanently terminated.

2. OTHER SITES AND MATERIALS

When using the Site, the Content will be transmitted over a medium that may be beyond the control and jurisdiction of Strata and its affiliates. Accordingly, Strata has no liability for or relating to the delay, failure, interruption, or corruption of any Content transmitted in connection with use of the Site.

The Site may from time to time provide links, access, referrals, lists, indicators or other references to other web sites (“Other Sites”), as well as products, materials or services on Other Sites (“Other Materials”). Such Other Materials may include transactions, products and services available from or provided by sources, online or not, other than via the Site. Strata also may select certain Other Sites as priority responses to search terms you enter and Strata may agree to allow third parties to advertise or sponsor content. References to these Other Sites and Other Materials are only provided as a convenience to you and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Strata of any such services, information or site. The terms and conditions of the Other Sites and Other Materials are likely to be different from this Agreement. Unless expressly set forth in this Agreement or on the Site, Strata does not recommend or endorse Other Sites or Other Materials. Strata is not responsible for Other Sites or Other Materials, sites framed within the Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of Other Sites and Other Materials are at your own risk and subject to the terms and conditions of such use.

3. ADULT AND LEGAL USAGE

Use of the Site and Services is void where prohibited. By access the Site and using the Services, you represent and warrant that: (i) all registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older; and (d) your access and use does not violate any applicable law or regulation. Your access and use may be terminated without warning by us for any reason.

You agree to comply with all applicable local, state, national and international laws, rules and regulations, including without limitation, laws governing online conduct and the unlawful export of products or data to restricted individuals or countries. You shall not modify the Content or allow the Content to be modified without the prior written consent of Strata.

4. DISCLAIMERS AND WARNINGS

4.1. THE SITE MAKES NO GUARANTEE OF VALIDITY

Be advised that although the Content has been written and/or reviewed by experienced individuals, the Content may not be completely accurate. Although you may find valuable and accurate Content on the Site, Strata does not guarantee the accuracy or validity of the Content. In particular, the Content may recently have been altered by someone whose changes do not correspond with the state of knowledge in the relevant fields.

The Site is operated on a server in the State of Arizona in the United States of America, and is maintained under the protections of local, state and federal law. Laws in your country or jurisdiction may not protect or allow the same kinds of publication, downloading, speech or distribution. Strata does not encourage the violation of any laws, and is not responsible for any violations of such laws arising from your use of the Site. Access to or use of the Content could violate the laws of the jurisdiction from where you are accessing.

4.2. USE THE SITE AT YOUR OWN RISK

Any reliance or use of the Site or the Content is solely at your own risk. The Content is not a substitute for professional advice. Always seek the professional advice.

STRATA DOES NOT REPRESENT OR WARRANT THAT: (i) THE SITE WILL OPERATE ERROR-FREE; (ii) THE SITE AND SERVERS ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL MATERIAL; AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH STRATA OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS. YOU HEREBY ACKNOWLEDGE THAT THE SITE MAY CONTAIN ERRORS, INACCURACIES, AND OMISSIONS AND YOU ASSUME ANY AND ALL RISK OF LOSS, HARM OR DAMAGE ASSOCIATED WITH YOUR ACCESS TO AND USE OF THE SITE AND SERVICES.

4.3. DISCLAIMER OF WARRANTIES

THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS. STRATA, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SITE AND THE CONTENT, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL DISCLAIMERS IN THIS AGREEMENT AND THE PROVISIONS OF THIS SECTION REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN STRATA AND YOU.

Without limiting the foregoing, Strata, its licensors, and its suppliers make no representations or warranties about the following the: (i) accuracy, reliability, completeness, currentness, or timeliness of the Content or communications provided on or through the use of the Site; or (ii) satisfaction of any government regulations requiring information disclosure or the approval or compliance of any software tools or Content contained on the Site.

5. LIMITATION OF LIABILITY

In no event shall Strata or its contributors, administrators, officers, directors, members, managers, agents, employees, licensors, suppliers or any third parties mentioned on the Site be liable for any damages (including, without limitation, direct, indirect, special, punitive, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or relating to the Site and Content or resulting from the use of or inability to use the Site or the Content, whether based on warranty, contract, tort, strict liability, or any other legal theory, and whether or not Strata, its licensors, its suppliers, or any third parties mentioned on the Site are advised of the possibility of such damages. To the extent that the foregoing limitations are found to be invalid in any way, the maximum aggregate liability to you of Strata, its licensors, its suppliers, and any third parties mentioned on the Site shall not exceed the fees (if any) paid by you for the particular Content or portion of the Site that is the subject of the claim. Strata, its licensors, its suppliers, and any third parties mentioned on the Site are not liable for any personal injury, including death, caused by your use or misuse of the Site or Content. Any claims arising in connection with your use of the Site or any Content must be brought within one (1) year of the date of the event giving rise to such action occurred. You hereby waive and release Strata from any and all claims arising in connection with the Site or the Content that are not brought within such period. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.

6. INDEMNITY

You agree to defend, indemnify and hold Strata, its subsidiaries and affiliates, and their respective contributors, sponsors, administrators, officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, all damages, judgments, fines, costs, and expenses (including reasonable legal and accounting fees), resulting from, or alleged to result from: (i) your violation of this Agreement; (ii) your access of the Site; (iii) from your use of the Content; or (iv) any Submissions or Suggestions (each as defined below) submitted by you.

7. TERMINATION AND REMEDIES

You or Strata may terminate this Agreement at any time, for any reason by providing the other notice of such termination. Upon termination or expiration of this Agreement for any reason, your access to the Site and use of the Content immediately terminates. If you breach this Agreement, your authorization to access the Site and use the Content automatically terminates and you must immediately destroy any copies of Content.

Strata may seek any available legal remedy or take any reasonable business steps to prevent the unauthorized access to the Site or use the Content. You agree that Strata would be irreparably harmed if you breach this provision and that monetary damages would be inadequate to remedy such breach. Accordingly, you also agree that, in the event of such a breach, Strata shall be entitled to seek and obtain specific and injunctive or other equitable relief as the appropriate remedy for such a breach. Failure by you to abide by this Agreement may result in Strata referring you to appropriate law enforcement authorities and/or securities regulators. Your sole remedy for any cause of action arising from the Site or the Services, regardless of the form, whether in contract or in tort, including negligence, shall be modification of the Site, as determined by Strata.

The following provisions survive the expiration or termination of this Agreement: Sections ‎4 (Disclaimers and Warnings), ‎5 (Limitation of Liability) ‎6 (Indemnity), ‎7 (Termination and Remedies), ‎8 (Intellectual Property), ‎10 (Enhancement Suggestions), ‎11 (User Submissions) and ‎13 (Miscellaneous).

8. INTELLECTUAL PROPERTY

8.1. GENERAL

Subject to your compliance with this Agreement, Strata grants you a revocable, royalty free (except for the fees expressly set forth in this Agreement or on the Site), non-exclusive, non-transferable license to access and use the Site, Services and Content, as well as, access, view, print a single paper copy and save a single electronic copy of the Content solely for the Authorized Uses. Strata may revoke such privilege at any time with or without notice for any reason or no reason. In the event you become aware that any other party or entity requires or is interested in the Content, you shall advise such individuals to contact Strata in order to obtain access to such Content. The Content is protected by intellectual property rights under both United States and foreign laws as further described below. As between the you and us, we own the Content and all intellectual property rights and interests there in. Any use of the Content not expressly permitted by this Agreement is a breach of this Agreement and may violate intellectual property laws and/or the intellectual property rights of Strata, its affiliates or licensors. You may not delete or change any proprietary, copyright or trademark notices from any Content.

8.2. COPYRIGHTS

All Content and other works on the Site and any reproductions of any of the foregoing are the copyrighted works of Strata and/or its affiliates or licensors, and are protected under U.S. and worldwide laws and treaty provisions. Other than the limited grant of access to, view, print and save the Content as set forth above, Strata grants you no other privileges or rights in any of the Content. You acknowledge that any other use of the Site or Content, including without limitation, framing, reproduction, modification, distribution, transmission, republication, display or performance, without the prior written permission of Strata and/or its affiliates or licensors is strictly prohibited.

8.3. TRADEMARKS

All page headers, custom graphics, logos, button icons and other distinctive words, names, signs, symbols, expressions, sounds, images, colors, themes and packaging on the Site are the trademarks, service marks, trade dress, collective marks, design rights, personality rights or similar rights (“Marks”) the property of their respective owners. Their use does not imply that you may use them for any other purpose other than for the same or a similar informational use as contemplated by this Agreement. Unless otherwise stated by Strata, Strata is neither endorsed nor affiliated with any of the holders of any such rights and as such Strata cannot grant any rights to use any otherwise protected materials.

You shall not to display, use or reproduce any Marks in any manner inconstant with this Agreement without prior written consent from Strata. Without limiting the generality of the foregoing, Strata specifically prohibits the use of any Mark in conjunction with a link to the Site or any Strata web site unless such link is approved in advance by Strata in writing. Failure to obtain such approval shall entitle Strata to seek an injunction enjoining such use.

9. PRIVACY POLICY

Any information you submit to us is governed by our Privacy Policy, with this Agreement governing any inconsistency with the Privacy Policy.

10. ENHANCEMENT SUGGESTIONS

If you have any suggestions, ideas, concepts, improvements, or other enhancements with respect to the Site (collectively, “Suggestions”) that you submit to Strata via email or otherwise through the Site, such Suggestions are non-confidential for all purposes and shall be deemed a grant of permission by you for Strata to adopt and use such Suggestions without additional consideration. If you wish to keep any Suggestions private or proprietary, do not submit them to this Site. To keep any such Suggestions private or proprietary to you, you must separately contact Strata, and if Strata desires to do so, enter into appropriate written agreements with Strata regarding such Suggestions any disclosure to Strata or submission to the Site.

11. USER SUBMISSIONS

The Site may permit you to submit or upload text, files, graphics, images, audio, photos, videos, works of authorship, Suggestions and other content or materials (collectively, “Submissions”).  If you make any such Submissions, you agree that you will not send or transmit to Strata any Submission that infringes or violates any rights of any party, including, without limitation, any privacy rights, publicity rights, contract rights, intellectual property rights or other rights of any third party. You represent and warrant that all representations, warranties, recitals, statements and information provided by you under this Agreement are true, correct, and accurate.

With respect to all Submissions you elect to submit to or post on the Site or otherwise direct to Strata, you represent and warrant to Strata that you own or have obtained all required rights to such Submissions and hereby grant to Strata a royalty-free, perpetual, irrevocable, worldwide, nonexclusive right and license to use, copy, modify, adapt, publish, translate, create derivative works from, distribute, perform, sublicense and display such Submissions (in whole or part) and/or to incorporate such Submissions in other works in any form, media or technology now known or later developed, and to sublicense such rights to third parties. In addition to any other restrictions set forth in this Agreement, you are strictly prohibited from submitting to Strata or the Site any Submission that: (i) is unlawful, obscene, pornographic, defamatory, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity or otherwise in the reasonable judgment of Strata, exposes Strata to unreasonable risk of legal liability as determined by Strata in its sole discretion; (ii) is intended to abuse or to violate the property rights of Strata or others, including, without limitation, Submissions that upload or otherwise result in the distribution of viruses, worms, time bombs, Trojan horses, or other destructive activities; (iii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing criminal activity, export control, unfair competition, unfair or deceptive trade practices, false advertising, consumer protection, or obscenity); or (iv) contains personal information (e.g., name, telephone number, address, social security number, credit card numbers, etc.) or photos, videos or likenesses of any other person besides you without the explicit written approval of such person to submit such materials to Strata or the Site.

12. NOTICE AND TAKEDOWN PROCEDURES

If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by providing Strata with the following information at the address below:

1.         Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

2.         Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

3.         Your name, address, telephone number and (if available) e-mail address.

4.         A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

5.         A statement that the information that you have supplied is accurate, and indicating that under penalty of perjury, you are the copyright owner or are authorized to act on the copyright owner’s behalf.

6.         A signature or the electronic equivalent from the copyright holder or authorized representative.

Strata’s agent for copyright issues relating to this Site is as follows:

Strata Products Worldwide, LLC

8995 Roswell Road

Sandy Springs, GA 30350

Phone: 770-321-2500

Fax: 770-321-2520

13. MISCELLANEOUS

You shall not disclose, export, distribute or transfer any Content to any country outside of the United States. User shall not perform any act or omission in conflict with or in violation of the export laws and regulations of the United States. Strata shall not be liable to you for failing to perform its obligations hereunder due to circumstances beyond the reasonable control of Strata. Such circumstances include without limitation any acts or omissions of any governmental authority, natural disaster, acts of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, your failure to cooperate with the reasonable requests of Strata and your breach of this Agreement. You expressly agree that exclusive jurisdiction for any dispute with Strata, or in any way relating to your use of the Site, resides in the courts of the State of Georgia and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Georgia in connection with any such dispute including any claim involving Strata or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers. This Agreement is governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Except as expressly provided in a particular “legal notice” on the Site, this Agreement and the Privacy Policy constitute the entire agreement between you and Strata with respect to the use of the Site and Content and supersede any and all other agreements, representations and understandings, whether written or oral. This Agreement may not be modified or amended by you without the prior written consent of Strata. The headings used in this Agreement are for convenience only and such headings are not to be used in determining the meaning or interpretation of this Agreement. If you have any questions about this Site or this Agreement, please contact us at our address set forth in Section 12.