Terms – Strategypoint

We understand and respect the importance of personal identity and information.

THESE TERMS OF USE (the “Terms”), create a legal agreement (the “Agreement”) directly between you and Strategypoint Corporation (“Strategypoint”) and explain the rules governing use of the Services. By accessing or using the Services, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use the Services.

We may, from time to time, modify these Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms. Your continued use of the Services after any such update constitutes your acceptance of such changes.

In consideration of the promises and mutual covenants set forth herein, you and Strategypoint hereby agree as follows:

WHEREAS, Strategypoint is the legal and beneficial owner of strategypoint.co and the Strategypoint application (the “Services”), which it makes available to users via the internet; and

WHEREAS, You desire to obtain a license to use the Services for your internal business purposes, subject to the terms and conditions of the Terms.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the Parties agree as follows:

1. Terms of License

Customer hereby licenses the Services, subject to the conditions and limitations of these Terms, with the number of Licensed Users, Initial Term, and License Fee as shown on the Sign Up Form. For purposes of this Agreement, “Licensed Users” means all persons authorized by Customer to access and use the Services through Customer’s account under this Agreement, and “Customer” means the entity that executes the Sign Up Form on behalf of its Licensed Users.

2. License Grant

	Scope: Strategypoint hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the Initial Term to use the Services subject to all conditions and limitations set forth in this Agreement. This license grants Customer the right, exercisable solely by and through Customer’s Licensed Users, to access and use the Services.
	Documentation: Strategypoint shall provide Customer with standard documentation for using the Services (“Documentation”). The Documentation shall include technical and functional specifications and other such information as may be reasonably necessary for the effective use of the Services.
	Terms and Conditions: Customer and Licensed User access to and use of the Services shall be subject to Strategypoint’s Terms of Use and Privacy Policy, each as updated from time to time and made available via the Services.

3. Use Restrictions

Customer shall not, and shall require its Licensed Users not to, directly or indirectly:

	Use the Services beyond the scope of the license granted under Section 2;
	Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services or Documentation or any part thereof;
	Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
	Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services or Documentation, including any copy thereof;
	Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or any features or functionality of the Services to any third party;

4. Responsibility for Use of Services

Customer is responsible for all uses of the Services through access thereto provided by Customer. Specifically, and without limiting the generality of the foregoing, Customer is responsible for all actions with respect to the Services by its Licensed Users or by any other person to whom Customer or an Licensed User may provide access to or use of the Services.

5. Customer Content

	Customer hereby grants Strategypoint a non-exclusive, non-transferable, limited license to store and maintain the content submitted by Customer to Strategypoint (“Customer Content”) on its systems during the Term and make such Customer Content available to Customer and its Licensed Users. It is understood and agreed that Customer retains sole editorial discretion regarding the inputted Customer Content except for display format standards and placement within the Services.
	Customer is solely responsible for ensuring the accuracy, quality, integrity, lawfulness, reliability and appropriateness of all Customer Content submitted to the Services. In addition, Customer is obligated to ensure at all times that it has the requisite rights to use all Customer Content. Strategypoint does not claim any ownership interest in any of the Customer Content.
	Strategypoint will maintain Customer Content in accordance with Strategypoint’s Privacy Policy.

6. Intellectual Property Rights

Customer acknowledges and agrees that the Services and Documentation are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in the Services or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement.

7. Payment

	Customer hereby agrees to pay the License Fee and other charges set forth on the Sign Up Form. When paying with a credit card or debit card, all License Fees and other charges are due prior to you receiving the Service. When we issue an invoice rather than direct payment, all License Fees and other charges are payable within 10 days of Customer’s receipt of a correct invoice, or such later date specified on the invoice (if any). All License Fees shall be deemed non-refundable upon payment. Strategypoint reserves the right to increase the License Fees for any Renewal Terms by providing written notice to Customer of such pricing change at least 20 days prior to the start of such Renewal Term.
	Payment processing fees, such as ACH, credit card, or other such fees, shall be paid by Customer. Returned checks, declined credit cards, and late payments will incur a $35 fee per incident; plus Customer shall be responsible for paying a monthly finance charge on late payments at the rate of 1.5% per month or the highest amount permitted by law, whichever is lower, until paid in full.
	The fees hereunder do not include any sales, use, excise, import or export, value-added, goods and services, or similar tax or interest, or any costs associated with the collection or withholding thereof, or any government permit fees, license fees or customs or similar fees (“Taxes”) levied on the delivery of any software or the performance of services by Strategypoint to Customer. Customer will be responsible for payment of such Taxes at point of sale. In the event that any withholding taxes are payable under any applicable law in respect of any payment due to Strategypoint under this Agreement, Customer shall gross up such payment such that the balance payable to Strategypoint after deduction of the applicable withholding taxes shall be equivalent to the original amount due to Strategypoint. In the event any avoidance of double taxation treaty is applicable to such payments, Strategypoint and Customer shall cooperate to obtain the full benefit of such treaty.
	The License Fee is based on annual or monthly periods. Licenses to the Services are sold based on the number of Customer’s Licensed Users. Customer must select an Initial Term and initial number of Licensed Users on the Sign Up Form. Customer may add additional Licensed Users above the initial number of Licensed Users at any time on written notice to Strategypoint (by adding users in the Strategypoint application or by email notice), however the number of Licensed Users acquired under a subscription cannot be decreased during the Initial Term or in the middle of a Renewal Term. If you add additional Licensed Users during the Term, Strategypoint will invoice you for the increased number of Licensed Users pursuant to the then-current applicable rates on a pro rata basis for the remaining days in Customer’s then-current Term, so that all License User Subscription Terms are coterminous.
	You agree that the Strategypoint may bill your credit card or otherwise charge you for the License Fee, Renewal Terms, additional Licensed Users, and other charges as applicable.
	In addition to any other rights granted to Strategypoint herein and any and all other available remedies at law or in equity, Strategypoint reserves the right, in its sole discretion, to suspend access to the Services if Customer’s account remains delinquent (falls into arrears) for more than 30 days following Strategypoint’s delivery of written notice identifying such delinquent amount.

8. Term and Termination

	Unless earlier terminated as set forth herein, this Agreement and the license granted hereunder shall remain in effect for the Initial Term set forth on the Sign Up Form (the “Initial Term”). The following options may be available: monthly plan or annual plan.
	Thereafter, the Agreement shall automatically renew for subsequent periods equal to the Initial Term (each a “Renewal Term”) and you will be charged at then-current rates for then-current number of Licensed Users unless the Agreement is terminated in accordance with Section 8 as described below. The Initial Term, together with any and all Renewal Terms, is collectively referred to in this Agreement as the “Term.”
	This Agreement may be terminated, by written notice only, as follows:

	Unless otherwise provided herein, by either Party, at any time prior to the expiration of the Initial Term or any Renewal Term, with such termination being effective as of the end of the Initial Term or Renewal Term.
	In the event Customer fails to pay any undisputed fees due hereunder, in addition to its other rights and remedies, Strategypoint shall have the right, in its sole discretion, to terminate this Agreement upon providing written notice of default and a thirty (30) day opportunity to cure such default. All undisputed fees due under this Agreement shall continue to be due and immediately payable.
	Either Party may terminate this Agreement immediately upon written notice in the event: (a) the other Party commences or becomes the subject of any bankruptcy, insolvency or equivalent case or proceeding; (b) the other Party makes a general assignment for the benefit of its creditors; (c) a trustee or receiver is appointed for the other Party, or for any of its property; or (d) any petition by or on behalf of the other Party is filed to take advantage of any debtor’s act or to reorganize under the bankruptcy or similar laws, which petition is not removed within sixty (60) days after filing.
	Strategypoint may, in its sole discretion, terminate this Agreement immediately upon written notice in the event of any unauthorized or unlawful usage by Customer, any Licensed User or any third party gaining access to the Services, directly or indirectly, through or as a result of Customer’s use of the Services.
	Strategypoint may terminate a free or test account at any time in its sole discretion.

Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Customer shall cease using the Services and Documentation. No expiration or termination shall affect Customer’s obligation to pay all License Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

9. Confidentiality

	Confidential Information: Strategypoint acknowledges that it will have access to information that is treated as confidential and proprietary by the Customer, including, without limitation, any trade secrets, technology, information pertaining to business operations and strategies, customers, pricing, and marketing, marketing, finances, sourcing, personnel or operations of the Company, its affiliates or their suppliers or customers, in each case whether spoken, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). Strategypoint shall treat all Confidential Information as strictly confidential, and shall not disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Customer, and shall not use any Confidential Information for any purpose except as required in the delivery of the Services. Strategypoint shall notify the Company immediately in the event of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through Strategypoint’s breach of this Agreement, (ii) is communicated to Strategypoint by a third party that had no confidentiality obligations with respect to such information.
	Compelled Disclosures: If Strategypoint becomes compelled by applicable law to disclose any Confidential Information, Strategypoint shall: (i) to the extent permissible by applicable Law, as soon as possible after becoming aware of such requirement and prior to disclosing Confidential Information pursuant thereto, notify Customer in writing of such required disclosure so that Customer may seek a protective order or other appropriate remedy, and (ii) use reasonable efforts not to release such Confidential Information pending the outcome of any measures taken by Customer to contest, oppose or limit such compelled disclosure.
	Destruction of Confidential Information: Upon the expiration of the Term or at the request of Customer before such expiration, Strategypoint will destroy all Confidential Information of Customer. Notwithstanding the foregoing, Strategypoint shall not be obligated to return or destroy any Confidential Information to the extent otherwise required by law, regulation, rule or any document or electronic record retention policies adopted by Strategypoint, but any Confidential Information retained pursuant thereto shall remain subject to the terms of this Agreement.
	Customer acknowledges that the Services include a functionality which allows Licensed Users to download content from the Services based on certain permissions set by the Customer. Content downloaded by Licensed Users may be available on a local computer or device and subsequently accessed or transferred. In the event that Customer elects to allow Licensed Users the option to download Customer Content (including Confidential Information) made available on the Services, Strategypoint shall have no further obligations with respect to any such Customer Content downloaded from the Services by Licensed Users.

10. Representations and Warranties

Mutual Representations and Warranties. Each of Strategypoint and Customer represents and warrants to the other party that:

	it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
	it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;
	the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
	when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Additional Representations and Warranties. Strategypoint represents and warrants to Customer that:

	Strategypoint has the right, power and authority to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement;
	The Services will not infringe, misappropriate or otherwise violate any patents, trademarks, service marks, copyrights, trade secrets, or other intellectual property rights of any third party.
	The Services will not include any software or other technology, device or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any computer, software, firmware, hardware, system or network of the Customer or any Licensed User; or (b) prevent Customer or any Licensed User from accessing or using the Services as intended by this Agreement, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.
	The Services, including any updates, upgrades, enhancements and new versions, shall operate as described in the Documentation.

11. Indemnification

Strategypoint shall indemnify and hold harmless Customer for Strategypoint’s breach of any representation, warranty, covenant or obligation of Strategypoint under this Agreement; or any grossly negligent or more culpable act or omission (including recklessness or willful misconduct) in connection with any performance or activity required by or conducted in connection with Strategypoint’s performance under this Agreement.

Customer shall indemnify and hold harmless Strategypoint for Customer’s breach of any representation, warranty, covenant or obligation of Customer under this Agreement; or any grossly negligent or more culpable act or omission (including recklessness or willful misconduct) in connection with any performance or activity required by or conducted in connection with Customer’s performance under this Agreement.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DOCUMENTATION ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, STRATEGYPOINT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, STRATEGYPOINT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

	IN NO EVENT WILL STRATEGYPOINT OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICES, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT STRATEGYPOINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
	IN NO EVENT WILL STRATEGYPOINT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO STRATEGYPOINT PURSUANT TO THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS WHICH ARE THE SUBJECT OF THE CLAIM.
	THE LIMITATIONS SET FORTH IN SECTION 13 SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

14. Miscellaneous

	This Agreement shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the city of Birmingham and County of Jefferson, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
	All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth above (or to such other address as may be designated by a Party from time to time in accordance with this Section 14).
	This Agreement and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Customer and Strategypoint with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
	Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, weather conditions, embargo, riot, epidemic, acts of terrorism, acts or omissions of vendors or suppliers, equipment failures, sabotage, labor shortage or dispute, governmental act, failure of the Internet or other acts beyond such party’s reasonable control, provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses reasonable commercial efforts to correct promptly such failure or delay in performance. However, should Strategypoint be unable to perform due to one of the aforementioned acts Customer will not be responsible for payment to Strategypoint, until Strategypoint can fully perform.
	Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Strategypoint’s prior written consent, which consent Strategypoint may give or withhold in its sole discretion. Any purported assignment, delegation or transfer in violation of this Section 14 is void. Strategypoint may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer’s consent.
	This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
	No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
	If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.