This Stratahub Software-as-a-Service Platform Trial Agreement ("Agreement") is between Stratahub LLC ("Stratahub") and the customer entity identified on the signature page of this Agreement ("Customer") and is effective on the date when signed by both parties (the "Effective Date").
This Agreement covers the provision by Stratahub to Customer of a trial of the Platform (as defined below) in order for Customer to evaluate the Platform and determine if Customer desires to enter into a separate agreement with Stratahub to purchase a subscription to the Platform from Stratahub.
In consideration of the promises and the mutual covenants and agreements contained in this Agreement and other good and valuable consideration given by each party hereto to the other, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties agree as follows:
a.
Subject to and conditioned on Customer's compliance with the terms of this Agreement, Stratahub grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term of this Agreement, to access and use the Stratahub software-as-a-service platform made available by Stratahub to Customer (the "Platform") for Customer's internal business purposes.
b.
Customer and the employees on Customer's core decision-making team (the "Authorized Users") are permitted to access and use the Platform. Customer shall ensure that the Authorized Users comply with this Agreement. Customer is fully liable and responsible for the acts and omissions of the Authorized Users, as if done by Customer, and any breach of this Agreement by an Authorized User will be a breach of this Agreement by Customer.
c.
Customer and the Authorized Users may be required to register for access to the Platform. Customer agrees to provide, and to ensure that the Authorized Users provide, complete and accurate registration information, and to keep that information current. Customer and the Authorized Users are responsible for maintaining the confidentiality and security of any user names, passwords or other access credentials or mechanisms Customer and the Authorized Users use to access the Platform (the "Access Credentials"). Customer agrees that it is solely responsible for use of the Access Credentials and for all transactions and activities occurring under or through the use of the Access Credentials. Customer agrees to notify Stratahub immediately if Customer suspects or becomes aware that any Access Credential has been lost, stolen or compromised and of any unauthorized access to or use of the Platform.
d.
Stratahub may change all or any portion of the Platform or suspend Customer's or any Authorized User's access to the Platform, in Stratahub's sole and absolute discretion at any time without notice to Customer.
e.
Stratahub does not guarantee that the Platform will be available or accessible to Customer or its Authorized Users. Customer acknowledges that the Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond Stratahub's control.
f.
Customer shall not, and shall ensure that the Authorized Users do not, (i) decompose, decompile, recompile, reverse engineer, disassemble or otherwise deconstruct or attempt to discover the source code, object code or underlying structure of all or any portion of the Platform; (ii) publish, broadcast, display, retransmit, reproduce, copy, repackage, frame, sell, license, lease, assign, transfer, commercially exploit, modify, create any derivative of or otherwise redistribute all or any portion of the Platform; (iii) remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Platform; (iv) allow any person or entity to access or use the Platform other than the Authorized Users; (v) interfere with or disrupt the integrity or performance of the Platform; (vi) bypass any measures Stratahub may use to prevent or restrict access to the Platform or otherwise attempt to gain unauthorized access to, or perform security testing on, the Platform or its related systems or networks; (vii) copy the Platform or any part, feature, function, or user interface thereof; (viii) frame or mirror any part of the Platform; or (ix) access the Platform or monitor the Platform's availability, performance or functionality in order to build a competitive product or service, or for any other benchmarking or competitive purpose.
a.
As between Customer and Stratahub, Stratahub owns all rights, title and interest in and to the Platform, including, but not limited to, all software and documentation related thereto and intellectual property rights therein. Nothing in this Agreement conveys or shall be construed to convey any ownership interest in any Platform or any intellectual property rights in or to the Platform. Stratahub reserves all rights not expressly granted in this Agreement.
b.
As between Customer and Stratahub, Customer owns all rights, title and interest in and to all information and data provided or made available by or on behalf of Customer and the Authorized Users that is processed by Stratahub or the Platform (collectively, the "Customer Data"). Customer grants Stratahub a non-exclusive license to access, use, store, modify, manipulate, display and otherwise process the Customer Data (i) during the term of this Agreement to the extent necessary to provide the Platform or otherwise perform Stratahub's obligations under this Agreement; and (ii) during and after the term of this Agreement for Stratahub's internal business purposes, including, but not limited to, supporting, developing, improving, and modifying the Platform and other services and for using, developing or training artificial intelligence and machine learning models and applications. Customer acknowledges and agrees that Stratahub is not obliged to back up or save any Customer Data; Customer is responsible for the backup of the Customer Data and relevant information and business processes related to Customer's use of the Platform.
c.
Customer agrees to provide feedback regarding the Platform and to participate in discussions arranged or requested by Stratahub pertaining to the Platform, including, but not limited to, chats, calls and other communications channels. Customer grants to Stratahub a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestions, enhancement request, recommendations, corrections, or other feedback provided by Customer or the Authorized Users relating to the Platform. Without limiting the generality of the foregoing, Customer agrees to (i) provide a list of relevant historical investments and projects; (ii) share sample data used in typical assessment processes (spreadsheets, PDFs, reports, etc.); (iii) designate a project liaison for coordination and feedback; and (iv) ensure that key stakeholders are available for training sessions.
d.
Customer agrees to pay Stratahub $500.00 per month for access to and use of the Platform during the term of this Agreement. Customer will pay invoices within thirty (30) days after receipt. Customer is responsible for paying all taxes associated with its access to and use of the Platform and the fees paid under this Agreement. If Stratahub has the legal obligation to pay or collect taxes for which Customer is responsible under this Agreement, Stratahub shall invoice to Customer, and Customer shall pay, the appropriate tax amount to Stratahub, unless Customer provides Stratahub with a valid tax exemption certificate authorized by the relevant taxing authority.
a.
Customer shall implement and maintain reasonably necessary security precautions, consistent with then-current standards in the industry, to prevent unauthorized access to, use of or distribution of the Platform and breaches of this Agreement.
b.
Stratahub shall implement and maintain appropriate administrative, technical, and physical safeguards designed to ensure the security, confidentiality, and integrity of the Customer Data and the Platform.
c.
To the extent that Stratahub processes information that identifies or could reasonably be used to identify an individual ("Personal Information") on behalf of Customer in the course of providing the Platform, the following shall apply:
i.
Each party shall comply with all applicable laws and regulations relating to the processing of Personal Information ("Privacy Laws"). Customer represents and warrants to Stratahub that it has established all rights under applicable law for Stratahub to process Personal Information to provide the Platform and comply with this Agreement. Customer shall provide to Stratahub only the minimum Personal Information required for Customer to utilize the Platform in accordance with this Agreement and shall ensure that any such Personal Information is securely transferred to Stratahub.
ii.
To the extent that each of the following obligations are required by Privacy Laws, Stratahub shall: (A) process Personal Information received from Customer only as reasonably related to the Platform and this Agreement and to comply with applicable law; (B) to the extent that it processes Personal Information on behalf of Customer which is within scope of Californian Privacy Laws, only process such Personal Information within the direct business relationship between the parties; (C) ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (D) only engage another processor of personal data subject to substantially equivalent data protection obligations; (E) take reasonable security measures designed to protect against security incidents involving Personal Information; (F) transfer Personal Information out of the EU and/or the UK subject to implementing appropriate safeguards in accordance with Privacy Laws; (G) without undue delay notify Customer if it becomes aware of a security incident involving Personal Information or receives a request from an individual or regulator; (H) provide reasonable cooperation to Customer to assist with data subject rights and data protection impact assessments; (I) at the written request of Customer, delete or return all Personal Information after the end of the provision of the Platform; and (J) make available to Customer all information reasonably necessary to demonstrate compliance with Privacy Laws.
a.
Customer represents and warrants that it has (i) full authority and all rights necessary to enter into and fully perform all of Customer's obligations pursuant to this Agreement; (ii) Customer is not subject to any contractual or other obligation that would limit, prohibit or in any way conflict with Customer's ability to perform its obligations under this Agreement, use the Platform or provide the Customer Data; and (iii) has all rights, licenses, consents, and authorizations necessary to provide the Customer Data and grant the rights and licenses granted in this Agreement.
b.
The Platform is provided "as is" and "as available" without warranty of any kind. Stratahub expressly disclaims all representations and warranties, whether express, implied or statutory, with respect to the Platform, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement and all warranties arising from course of performance, course of dealing and usage of trade or their equivalents under the laws of any jurisdiction. Without limiting the foregoing, Stratahub cannot and does not guarantee or make any representation or warranty as to the accuracy, validity, sequence, timeliness, completeness, availability or continued availability of the Platform. Nothing in the Platform is intended to be, and Customer should not consider anything in the Platform to be, investment, accounting, tax or legal advice.
c.
The Platform is not intended to be used as the sole basis for any investment or other decision and is based upon data provided by Customer and the Authorized Users, the accuracy or completeness of which it would not be reasonable or economically viable for Stratahub to verify. Therefore, Customer agrees that Stratahub is not liable for the inaccuracy, incompleteness, omission or other error in the Platform or any failure of the Platform to achieve any particular result.
a.
Stratahub is not liable for any direct, indirect, incidental, special, punitive or consequential damages, however caused, arising out of the Platform or this Agreement, regardless of the form of the action or the basis of the claim, even if Stratahub has been apprised of the possibilities of such damages, and whether or not such damages could have been foreseen or prevented.
b.
Customer shall defend Stratahub against a third-party claim arising out of or resulting from Customer's use of the Platform or breach of this Agreement and will pay the resulting damages finally awarded against Stratahub by a court of competent jurisdiction or agreed to in a settlement in connection with any such claim. Customer shall control the defense or settlement of the claim; provided, however, that Customer may not settle any claim if it imposes any liability or obligation on Stratahub without Stratahub's prior written consent.
a.
This Agreement commences on the Effective Date and will remain in effect for three (3) months, unless earlier terminated in accordance with the terms of this Agreement. Following the termination or expiration of this Agreement, the parties may elect to enter into an agreement for ongoing commercial use of the Platform, subject to mutual agreement on pricing and other terms and conditions.
b.
Either party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other party.
c.
Without limiting Stratahub's rights in Section 1(d), upon termination or expiration of this Agreement, Customer's right to access and use the Platform ceases and Stratahub has the right to terminate Customer's and all Authorized Users' access to the Platform.
a.
Each party acknowledges that it may be exposed to or acquire non-public or proprietary information of the other party or its affiliates, including, but not limited to, any such information pertaining to a party's products, services, business plans, strategies, forecasts and projections, operations, and finances (collectively, "Confidential Information"). Without limiting Stratahub's rights under Section 2, the receiving party shall not use or copy any Confidential Information of the disclosing party except to the limited extent necessary to perform the receiving party's obligations or exercise the receiving party's rights under this Agreement and the receiving party shall not disclose any Confidential Information of the disclosing party to any person or entity other than (i) to the receiving party's and its affiliates' employees, consultants, contractors, service providers and advisors who have a need to know the Confidential Information; or (ii) as otherwise expressly permitted by this Agreement.
b.
The receiving party shall use the same measures that the receiving party uses to protect the receiving party's own confidential information of a similar nature to protect the Confidential Information from use or disclosure in violation of this Agreement, but in no event less than commercially reasonable measures. The receiving party shall notify the disclosing party promptly upon discovery of any use or disclosure of Confidential Information in violation of this Agreement.
c.
The restrictions on use and disclosure of Confidential Information set forth in this Agreement do not apply to information (i) in the public domain; (ii) made available to the receiving party from sources not under an obligation of confidentiality; (iii) that the receiving party can demonstrate was already in its possession and not subject to an obligation of confidentiality; and (iv) that the receiving party can demonstrate was independently developed without use of the disclosing party's Confidential Information.
d.
The receiving party may disclose Confidential Information that is required to be disclosed in connection with legal or regulatory requirements or pursuant to legal process, in which case the receiving party shall notify the disclosing party in writing of such obligation reasonably in advance (if not legally prohibited from doing so).
e.
Upon termination or expiration of this Agreement, or at any other time at the request of the disclosing party, the receiving party shall return to the disclosing party or destroy and delete, as applicable, all Confidential Information and any copies thereof in the receiving party's possession or control; provided, however, that (i) the receiving party may retain copies for legal or regulatory compliance purposes; and (ii) Stratahub may retain copies of Customer Data to exercise its rights under Section 2.
a.
Customer agrees (i) that Stratahub may identify Customer as a customer or user of the Platform across Stratahub's marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo); and (ii) upon reasonable request, to provide input towards and/or participate in Stratahub's marketing and promotional activities.
b.
Customer may not assign or transfer this Agreement or any of Customer's rights or obligations under this Agreement without Stratahub's prior written consent. Any assignment or transfer in violation of this Agreement is void.
c.
This Agreement and all claims arising out of or related to this Agreement are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Each party must bring any claim or action in connection with this Agreement in the appropriate Federal or State court located in New York County, and the parties irrevocably consent to the exclusive jurisdiction of such court.
d.
Any provision of this Agreement, which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration, including those provisions concerning indemnification and limitation of liability.
e.
The failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall remain in full force and effect.
f.
This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties with respect thereto.