Terms of Service
Preamble and Applicability
Introduction. Straion and its Affiliates offer a SaaS-based software platform (including
the Straion APIs and Documentation) with a text editor, that allows customers to create,
manage and collaborate on documents. The Straion Services are made available to
registered users at: https://www.straion.app
and/or as otherwise made available by Straion including through access to its website at
www.straion.com. The Agreement applies to users of the Straion Services as well to anyone
accessing the Straion website at:
https://www.straion.com. Notice to Users: You may
sign up for the Straion Services as a Self-Service Customer or as directed by an
organization, business or other legal entity that entered into an Order Form with
Straion covering one or more Accounts and use of the Straion Services (Enterprise Plan
Customer). If You sign up for the Straion Services via the Straion app as a Self Service
Customer either (i) for your own use (as indicated by using a personal email
address/domain to sign up for the Straion Services) or (ii) directly or indirectly on
behalf of an organization, business, or other legal entity ("Organization") for which
you act, then the terms "You", "Your" and "Customer" will either refer to you as an
individual or Your Organization. Please also refer to Section 14 of these Terms in such
case which apply specifically for Self Service Customers in addition to the rest of
these Terms. In case You are a Self Service Customer you represent and warrant that you
have read, understood, and agree to be bound by the Agreement and that, if you are
acting on behalf of an Organization, You represent and warrant that you are of
sufficient age in your jurisdiction, and that you have read, understood, and agree to
the Terms of this Agreement and that You have the authority to bind Your Organization to
the Agreement. Your access to and use of the Straion Services and the Straion website
are conditioned upon your acceptance and compliance with the Agreement. If you sign up
for the Straion Services as directed by an Enterprise Plan Customer (as indicated by You
using Enterprise Customer's email address/domain to sign up for the Straion Services)
the Agreement entered into between Straion and the Enterprise Customer for which you act
will govern the Straion Services with respect to such Accounts. These GTCs are effective
as of the date printed above. Customer/Organization warrants and represents that it is
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its formation and that it has the authority to enter into this
Agreement.
Definitions
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"Account" means one registered User with a unique email-address or Single-Sign-On
(SSO). In one Account Customer can belong to multiple Organizations for Customer's
projects and invite other Users to such organizations using their Account
Identification.
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"Account Identification" means a unique identification to one specific Account (system
generated ID or single-sign-on-ID or email-address).
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"Account Information" means information about Customer's account and information that
Customer and its Users provide to Straion in connection with (1) the creation or
administration of the Account; or (2) Straion's maintenance of the Account or the
Straion Service. For example, Account Information includes names, usernames,
passwords, email addresses, and billing information. You may review how Straion
handles and processes this and other personal data by viewing our Privacy Policy
located under www.straion.com/privacy-policy .
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"Affiliate" means any entity that directly or indirectly controls, is controlled by,
or is under common control with the subject entity. "Control", for purposes of this
definition, means direct or indirect ownership or control of more than 50% of the
outstanding shares of the controlled entity.
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"Agreement" means the entire contractual relationship between the Parties, including
the Order Form (if applicable), these Terms, the Privacy Policy, the Documentation,
the Technical Limits, together with any other documents agreed upon. No Agreement
shall be entered without an applicable Order Form, the terms of which shall be agreed
to and signed by the Parties.
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"Breaking Change" means modifications or changes made to the latest Straion APIs (as
of the start of the Subscription Term) that would cause an external system interfacing
the latest Straion APIs to become non-operational.
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"Confidential Information" means any information, data or documents disclosed by
either Party that is marked or otherwise designated or labeled as confidential,
proprietary (or similar) or that should otherwise be reasonably understood to be
confidential in light of the nature of the information and the circumstances
surrounding disclosure. However, Confidential Information will not include any
information which (a) is in the public domain through no fault of receiving Party; (b)
was properly known to receiving Party, without restriction, prior to disclosure by the
disclosing Party; (c) was properly disclosed to the receiving Party, without
restriction, by another person with the legal authority to do so; or (d) is
independently developed by the receiving Party without use of or reference to the
disclosing Party's Confidential Information.
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"Customer" means the individual or organization, business, or other legal entity
entering into the Agreement with Straion, and which may subject to the terms and
conditions of the Agreement access and use the Straion Services.
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"Customer Content" is the content that is released, made available or transmitted by
the Customer (or its designated Users) to Straion in connection with the use of the
Straion Services, including, but not limited to, text, graphics, documents,
photographs, images, music, videos, audio files, software, and any other form of
information, data or files.
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"Documentation" means instructions, either printed or digital, online help files,
technical documentation, and user guides in order to use the Straion Services as may
be updated by Straion from time to time.
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"Intellectual Property Rights" means (whether registered or not) any patent, patent
applications, copyright, trademark, trade name, service mark, service name, brand
mark, brand name, logo, corporate name, Internet domain name or industrial design, any
registrations thereof and pending applications therefor (to the extent applicable),
any other intellectual property right (including, without limitation, any know-how,
trade secret, trade right, formula, confidential or proprietary report, data or
information any computer program, software, database or data right, and any license or
other contract relating to any of the foregoing, and any goodwill associated with any
business owning, holding or using any of the foregoing.
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"Order Form" means the document containing the commercial details and specifying the
Straion Services and/or other services or deliverables to be provided between Customer
and STraion, mutually agreed and signed (electronically) by the Parties to the
Agreement.
- "Parties" means Customer and Straion.
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"Registration" means the full process of a Customer giving necessary information on
Customer's identity and confirmation as requested during the Account creation-process
on the Straion App.
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"Self-Service-Subscription" means subscription made by Customers subscribing to
Straion's Services via Straion self-service-checkout (straion.app).
- "Straion" means the contracting Straion entity named on the Order Form.
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"Straion Services" shall have the meaning set forth in Section 1 of these Terms.
- "Straion App" means the site available under straion.app.
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"Organization" means a content repository within the Straion Services with its own
documents, assets, domains, users, accounts, and permissions.
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"Subscription" means any agreed use of Straion's Services according to the Agreement
during the Subscription Term and subject to the payment of the Subscription Fee.
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"Subscription Term" shall mean the agreed period of coverage of the Straion Services
within which Customer may access and use the STraion Services subject to payment of
the Subscription Fee.
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"Subscription Fee" shall mean the fees either set out in the Order Form or - as for
Self Service Customers - shown to Self-Service Customer during the self-service
subscription process on Straion's website for the agreed Subscription Term.
- "Terms" means these General Terms and Conditions for Straion Services.
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"Third Party Login" means login credentials from a supported third party site or
product which are integrated to allow access the Account.
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"Third Party Services" means any third party service, single-sign-on service (SSO),
connection, site, website, platform, application, app, software or integration.
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"Third-Party App" means an app created by a third party without any connection to or
any liability of Straion.
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"Usage Data" means any performance and usage data generated through Customer's or its
Users' use of the Straion Services through an Account, including any aggregated,
statistical and analytical information or analyses created and developed by Straion
from such data.
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"User" means any person using Straion Services registered on either www.straion.com
or straion.app. Users may include Customer, and
Customer (or its Affiliates') employees, contractors, agents, or representatives
authorized by and acting for Customer (or its Affiliates) to access and use the
Straion Services according to the Agreement.
Use of the Straion Services
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Agreement. Solely the Agreement defines the terms and conditions under which Customer
is allowed to use and access the Straion Service. The Agreement is only established in
a legally effective manner if an Order Form referencing these Terms is mutually signed
by the Parties; Straion Services may only be used in accordance with the Agreement.
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Acceptance & Entry Into Force. By either (i) signing an Order Form referencing these
Terms or (ii) accessing or using the Straion Services, Customer agrees to be bound by
the Agreement. These Terms form an integral part of the Agreement entered into between
Customer and Straion. Customer represents and warrants that (i) Customer has full
legal authority to enter into the Agreement and (ii) Customer has read, understands
and agrees to the terms of the Agreement.
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No Other Terms and Conditions. Any other terms and conditions or parts thereof
(including, but not limited to, terms and conditions of Customer referenced in any
request for information, request for proposal, purchase order, website or similar) do
not apply and are to be hold as null and void, as long as not explicitly stated and
agreed otherwise by the Parties.
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Other Information Provided. Information provided by Straion's staff, on Straion's
website or in any marketing material, as well as Customer's requests for proposals,
specifications mails or any other documents not explicitly linked or referred herein
are non-binding and shall only become part of the Agreement if the Order Form or these
Terms explicitly refer to it.
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Account Creation. The Straion Services may only be accessed and used with a valid
Account. Customer may either (i) create access credentials to access the Account; or
(ii) use Third Party Login. Customer must provide and maintain true, accurate,
current, and complete Account Information. Straion will confirm receipt of Customer's
registration by an automatically generated e-mail.
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Right to Use. Upon the Subscription Start Date indicated in the Order Form (and if no
such Subscription Start Date is indicated, the execution of the Agreement), and
subject to full payment of the Subscription Fees, Straion grants to Customer a
worldwide, non-exclusive, non-transferable, non-sublicensable, license to use the
Straion Services during the applicable Subscription Term for its own internal business
purposes, solely to perform those functions defined in the Documentation, subject to
all restrictions contained therein and subject to all Technical Limits and the terms
and conditions of the Agreement. The right to use may be restricted to access and use
only for a certain number of Users as agreed between Customer and Straion. Customer is
liable for the acts and omissions of its Users as for its own.
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Affiliate Use. Customer's Affiliates may, to the same extent as Customer and always
subject to the terms and conditions of the Agreement, access and use the Straion
Services for Customer's or its Affiliates' own business purposes, provided that such
Affiliates act as Users under Customer's Account. If Customer provides Affiliate(s)
with access to Customer's Account, Customer shall ensure in writing that its
Affiliates are bound to the terms and conditions of the Agreement, whereas Customer
remains directly and primarily responsible and liable for all access to and use of the
Straion Services by its Affiliates and its Affiliate's Users.
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Customer Content. Customer is entirely and solely responsible for its Customer
Content. Straion is not responsible and shall assume no liability for Customer
Content. Customer is solely responsible for the accuracy, legality, quality and
integrity of the Customer Content and Customer warrants that its Customer Content does
not and will not violate third party intellectual property rights and personal rights
of third-parties. It is solely Customer's responsibility to secure and create back-ups
of Customer Content and any of its data.
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Usage Limits. Straion Services may be subject to usage limits and restrictions. Usage
Limits will be set out in the Order Form. Customer agrees to use the Services within
the usage limits. Customer is responsible for ensuring not to exceed the limits and
restrictions. Customer understands and agrees that Straion may monitor Customer usage,
but only for the limited purpose of determining whether Customer is complying with
usage limits.
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Customer Responsibilities. Without limitation and in addition to any other obligations
under the Agreement, the Customer shall: (i) be solely responsible for the use of
Straion Services through the Account, whether authorized or not; (ii) be solely
responsible for all actions performed within its Account and from any login created by
or assigned to Customer; (iii) be solely responsible for any implementation and
obtaining and maintaining any equipment and ancillary services needed to connect to,
access or otherwise use the Straion Services, including, without limitation, modems,
hardware, servers, software, operating systems, networking, web servers and the like
(“Customer Equipment & Services”) and configuring its Customer Equipment & Services in
order to access and use Straion Services; (iv) ensure any User's (including Users of
its Affiliates) and any Affiliate's compliance with this Agreement in writing; (v) be
fully liable for the acts and omissions of its Affiliates and its own and Affiliates'
Users, as for its own; (vi) prevent unauthorized access to or use of the Straion
Services; (vii) be solely responsible to safeguard the password and/or all access data
to use and access the Account and/or for any activities or actions related to the
Account; (viii) notify Straion immediately in writing of any actual, threatened or
suspected cyber attack, breach of security, breach of data protection obligations,
password misuse or any other unauthorized use or access of the Straion Services and
omit anything that could cause financial losses or data leaks in such cases, (ix) be
solely responsible for the accuracy, legality (including, but not limited to, the
non-infringement of third party intellectual property rights), quality and integrity
of the Customer Content; (x) follow the reasonable instructions provided by Straion
without undue delay; (xi) be solely responsible to create backups of its data
(including backups of Customer Content and any of its other data and information); and
(xii) use the current version of the APIs or SDKs (see Section 3.14).
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Usage Restrictions. Customer warrants and agrees not to do, and not to permit,
facilitate or encourage any third party to do, any of the following: (i) use the
Straion Services or any part of it, outside the scope expressly agreed in this
Agreement (including any usage limits and restrictions defined in the Order Form);
(ii) transfer, sell, resell, license, sublicense, distribute, rent, lease, make
available, offer or otherwise commercially exploit any Straion Services or act as a
reseller for Straion; (iii) modify, copy, or create derivative works of the Straion
Services or any part thereof; (iv) disassemble, reverse engineer, or decompile the
Straion Services or any part thereof or otherwise try to access or derive the source
code of the Straion Services; (v) access, tamper with, or use non-public areas of the
Straion Service, Straion's systems, or the technical delivery systems of Straion or
its service providers; (vi) attempt to probe, scan, or test the vulnerability of the
Straion Service or Straion's or Straion's providers' system or network, or breach any
of Straion's security or authentication measures; (vii) disclose, share or allow
unauthorized access to the password for the Account(s); (viii) share the Account
across multiple Users; (ix) sign up or continue to be signed up for a Self Service
Plan of the Straion Services using Customer's email address/domain.
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Acceptable Use. Customer may not use, or facilitate, encourage or allow any third
party to use, the Straion Services or any part of it: (i) for any illegal or
fraudulent activity or to promote illegal or harmful activities or substances; (ii) to
violate the rights of others, including any third-party privacy rights, patent,
copyright, trademark, trade secret, moral rights or other intellectual property
rights; (iii) to threaten, incite, promote, or actively encourage violence, terrorism,
or other serious harm; (iv) for any content or activity that promotes child sexual
exploitation or abuse; (v) to violate the security, integrity, or availability of any
User, network, computer or communications system, software application, or network or
computing device; (vi) to distribute, publish, send, or facilitate the sending of
unsolicited mass email or other messages, promotions, advertising, or solicitations
(or “spam”). Furthermore, Straion reserves the right and the sole discretion to refuse
or remove any Customer Content that violates the Agreement or applicable law.
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Suspension. While Straion has no obligation to screen or monitor any Customer activity
or Customer Content, Straion may, partially or completely suspend the Straion Service,
an Account, User or Space or reduce, limit or throttle the number of Users, Accounts,
Spaces, amount of data, access or throughput in case: (i) the stability, integrity or
availability of the Straion Services and/or the security of Straion, the Straion
Services or a Straion Customer is in Straion's reasonable opinion at risk, or to
mitigate or prevent the effects of any threat or attack to the Straion Services or any
other network or systems on which the Straion Services rely; (ii) of infringement
(even without Customer's fault) of or use of the Straion Services contrary to the
Agreement (including, but not limited to Section 3.10, 3.11 and 3.12); (iii) of
infringement of intellectual property rights of anyone or violation of applicable law.
Straion will use reasonable efforts to limit any suspension or limitation to the
extent and duration reasonably required to remedy such risk, threat or issue. Given
the criticality of the above mentioned circumstances, Straion is entitled to any such
suspension or measures without prior notice, but will try to inform the Customer of
such measures without undue delay. Customer understands and agrees that Straion will
have no liability for any damage, liabilities, losses (including any loss of data or
profits), or any other consequences that Customer may incur as a result of any
suspension or limitation by Straion. Customer will remain responsible for the
Subscription Fees during any suspension. Any claims against Straion resulting from any
suspension or limitation are expressly excluded and waived by Customer.
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Changes. Even though Straion avoids changes to the Straion Services (including the
Straion APIs), Straion may modify, update or otherwise change, deprecate or republish
the Straion Services or parts of it. Any such changes will be applied automatically.
Straion will use reasonable efforts to inform Customer of changes without undue delay
through the change-log available within the Straion Services. In case of Breaking
Changes, Straion will inform Customer of such Breaking Changes at least 30 days prior
to the implementation of such changes. It is the sole responsibility of Customer to
update its software applications or websites to accommodate any changes. STraion is
not liable for any incompatibilities that may arise due changes in the Straion
Services, and Customer agrees that any damages or claims that may arise as a result of
such changes are excluded to the fullest extent of the law.
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Termination Right for Breaking Changes. Solely in the case of Breaking Changes,
Customer may object to the implementation of such Breaking Changes for commercially
reasonable reasons within twenty (20) days after being notified of such change so that
the Parties can work together to find a mutually agreeable solution. If no such
commercially reasonable objection is raised within such twenty (20)-calendarday period
any such Breaking Change shall be deemed accepted. If a commercially reasonable
objection is raised and no solution can be agreed on within thirty (30) days after
Customer was notified of the planned Breaking Changes, Customer's sole and exclusive
remedy is to be entitled to terminate the Agreement for convenience; any pre-paid fees
for any unused subscription periods following the effective date of termination shall
- upon written request to Straion - be refunded on a pro-rata monthly basis (excluding
any commenced month). Customer agrees that this is the sole and exclusive remedy for
Customer under these circumstances and Customer hereby waives all further claims for
damages, compensation, and other claims resulting from or in connection with such
termination.
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Third Party Apps, Services & Integrations. The Straion Services may contain links to
Third Party Services. Customer's use of any Third Party Services is subject to the
terms applicable to such Third Party Services. Straion provides such links solely as a
convenience, has no responsibility for the content or availability of such Third Party
Services, and does not endorse such Third Party Services (or any products or other
services associated therewith). Access to any Third Party Services linked to the
Straion Services is at Customer's sole risk, and Straion is not responsible for the
accuracy or reliability of any information, data, opinions, advice, or statements made
by, on, or through such Third Party Services.
Performance & Service Level
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Maintenance & Downtime. The Straion Services may become temporarily unavailable to
perform maintenance, modifications, or upgrades. Straion will notify Customers
reasonably in advance of any scheduled unavailability. Customer hereby agrees and
waives, any claims for damages of any kind resulting from such unavailability.
Subscription Term, Fees & Payment
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Initial Subscription Term. The Agreement commences on the Subscription Start Date
specified in the Order Form and continues to be in force for the term indicated in the
Order Form, unless terminated earlier in accordance with the Agreement ("Initial
Term”). If no term is specified in the Order Form, the term shall be one year.
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Automatic Renewal. Unless otherwise noted in the Order Form or on the Straion App, any
Subscription shall automatically renew for successive terms equal to Initial Term
(each a "Renewal Term"; and together with the Initial Term the "Term") unless either
Party notifies the other Party in writing (to Straion via email to
support@straion.com) of its intent not to
renew at least thirty (30) days prior to the expiration of the then-current term. If
Customer fails to do so, subscription will automatically renew and entitle Straion to
collect the then-applicable Subscription Fees.
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Fees & Fee Changes. Customer agrees to pay the applicable fees for accessing and using
the Straion Services. The applicable fees for the Initial Term will be determined in
the Order Form. As between Customer and Straion, agreed fees will apply for the agreed
Initial Term. Straion may, in its sole discretion and at any time, modify the standard
fees, provided that, as between Customer and Straion, any such modifications will
become effective at the end of the then-current term for the consecutive Renewal Term.
The applicable fees for any Renewal Term will be determined using the then-current
standard list fees applicable for the renewed Straion Services. Except as expressly
agreed otherwise, fees for Renewal Terms will not be adjusted based on promotional or
one-time discounts but on Straion standard list price in effect at the time of the
applicable renewal. Notwithstanding anything to the contrary, any renewal in which
subscription volume for any Straion Services has decreased from the prior term will
result in re-pricing at renewal without regard to the prior term's per-unit pricing.
Additional charges will apply if Customer exceeds any usage limits at the rate and the
increments defined in the Order Form.
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Third Party Services Pricing. Prices and fees for Third Party Services are set solely
by the Third Party Services provider.
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Billing Information. Customer shall provide Straion with accurate and complete billing
information including: company name, full name of the contact person, address, state,
zip code, country, telephone number, mail-address, VAT (or equivalent)-number as
necessary. Incorrect or incomplete information may lead to additional efforts for
Straion; Straion reserves the right to charge Customer for any additional efforts.
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No Refunds. Unless explicitly stated otherwise, fees are based on subscriptions and/or
services purchased and not actual usage. Unless explicitly stated otherwise in the
Agreement, any fees paid, including, without limitation, Subscription Fees, are
non-refundable.
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Payment & Payment Term. Payment is made according to the Order Form. In general, and
if not agreed otherwise in the Order Form, Straion's invoices are due for payment
annually in advance, free of any charges and/or other deductions. Payments must, if
not stated otherwise in the Order Form, be made in Euro (EUR). Payments must be made
solely via bank transfer (wiring) within thirty (30) days of the date of the invoice.
Money transfers are deemed to be paid only upon receipt of the money in Straion's bank
account.
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Net of Taxes. All prices are understood without any applicable taxes; Customer is
solely responsible to pay the taxes stated on the invoice and is not entitled to
withhold any taxes from amounts due. Straion will not be responsible for any taxes
based on the Customer's net income or taxes imposed on the Customer arising from any
consumption of goods and services. Straion will not be responsible for any other
taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind.
Straion reserves the right to contest the determination of taxes by the tax
authorities. Customer hereby indemnifies and holds harmless Straion for any taxes owed
by Customer.
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Consequences of Payment Delays or Default. In case of payment delays or default on a
payment or in case Customer's use of the Straion Services exceeds the prepaid amounts,
Straion shall be entitled to: (i) choose to seek compensation of the actual damage
incurred or of the default interest rate; the default interest rate lies 9.2 % per
annum over the base interest rate on the marginal lending facility determined by the
ECB, but not less than 8%; (ii) charge Customer (and Customer undertakes to reimburse)
any costs of dunning and collection agencies incurred in the case of Customer default
on payment insofar as they are necessary for the appropriate legal actions; (iii)
demand immediate payment of any outstanding invoices for accrued Straion Services
(even if so far not yet due) or demand immediate payment for any Straion Services used
in excess of prepaid amounts; (iv) require advance payment; (v) require appropriate
security for future performance of Straion Services; and/or (vi) suspend Customer's
account with fourteen (14) days prior notice. Straion is not liable for any damage,
losses, losses of data or profits or any other negative impacts that may occur due to
a suspension according to this provision. Other rights and remedies of Straion are
expressly reserved.
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Counterclaims. Any Customer's counterclaim may only be set off as long as such
counterclaim is neither contested nor recognized by declaratory judgment.
Copyright Policy & Infringement of Proprietary Rights; Indemnification
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Indemnification by Straion. Straion respects the intellectual property rights of
others. Straion warrants that the Straion Services do not, to the best of Straion's
knowledge, infringe Intellectual Property Rights of any third-party. In case Straion
is in breach of this non-infringement warranty and a claim, demand, action, suit or
proceeding is made or brought against Customer by a third party alleging such
infringement ("Infringement Claim"), Straion indemnifies and holds Customer harmless
from any damages (including reasonable costs and attorney-fees) finally awarded
against Customer as a result of the Infringement Claim, provided that Customer (a)
promptly gives Straion detailed written notice of the Infringement Claim (notification
to the attention of legal@straion.com) (for the
purposes of this Section 6.1 “promptly” shall mean in sufficient time so that
Straion's ability to defend the claim is not jeopardized or prohibited), (b) agrees to
give Straion sole and exclusive control of the defense and settlement of the
Infringement Claim, and (c) gives Straion all reasonable assistance requested by
Straion, at Straion's expense. Customer may not settle any Infringement Claims, nor
create any obligation on behalf of Straion, without the prior written approval of
Straion. If Straion receives information about an infringement or misappropriation
claim related to the Straion Services, Straion may in its sole discretion and at its
sole expense (i) modify the Straion Services so that it no longer infringes or
misappropriates such third party rights, (ii) obtain a license for Customer's
continued use of the Straion Service in accordance with the Agreement, or (iii)
terminate the Agreement upon 30 days' written notice and refund Customer any prepaid
fees covering the remainder of the term after the effective date of termination,
calculated on a monthly basis. This indemnification obligations do not apply to the
extent an Infringement Claim arises from (i) combination of Straion Services with
third party products, services or systems; (ii) Customer Content; (iii) Customer's
breach of this Agreement; (iv) Customer's use of the Straion Services, (v)
unauthorized modifications of the Straion Services, (vi) products or services for
which there is no, or Customer pays no, fee. This Section 6.1 states Straion's sole
liability to, and Customer's exclusive remedy against Straion for any third-party
claims covered by this Section.
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Indemnification by Customer. It is Straion's policy to respond to any claim that
content posted and/or stored on the Straion Service infringes the copyright or other
intellectual property of any third party. Straion reserves the right to remove
infringing material or disable all links to the infringing material. Customer is
solely responsible for the legality of the Customer Content stored and/or used by
Customer and the Customer Content does not infringe third party rights. Straion has no
duties of care, protection or warning in this respect. Therefore, the Customer
guarantees to own or have all corresponding and necessary rights, licenses, consents
and permissions to the Customer Content submitted, uploaded, stored, managed,
published and/or used. Customer shall indemnify and hold Straion harmless (including
costs and reasonable attorney-fees) against any actual or threatened claim, loss,
cost, expense, damages, liability or similar in this respect.
Intellectual Property
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Straion Ownership Rights. The Straion Services and any and all Intellectual Property
Rights embodied in the Straion Services, including the know-how and methods by which
the Straion Services are provided and the processes that make up the Straion Services,
and its original content, features and functionality and any updates, upgrades,
additions, modifications or other developments made or conceived by Straion
(irrespective of which party provided the greater actual or financial contribution to
its creation) are and will remain the exclusive property of Straion. Except for the
limited and express rights granted hereunder, Straion reserves all rights, title and
interests in and to the Straion Services and any Confidential Information of Straion.
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Straion Logos & Marks. The Straion Services, trademarks, trade names, service marks,
and logos, whether or not registered are legally protected. Straion trademarks, trade
names, service marks, logos and property rights may not be used in any way without the
prior written consent of Straion.
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Customer Content Ownership. As between Customer and Straion, Customer Content is owned
or rightfully licensed by Customer. Customer grants Straion a non-exclusive,
worldwide, free and, within the framework of the Agreement, unlimited right to use the
Straion Content for the term of the Agreement; this right of use is restricted to the
purpose of the proper fulfillment of the Agreement and the provision of the Straion
Services.
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Feedback. Customer may provide Straion suggestions or comments for enhancements or
improvements, new features or functionality or other feedback for the Straion Services
or other services, performances or information provided by Straion (“Feedback”). If
Customer does provide Feedback, Straion will have full discretion to determine whether
or not to proceed with the development of any requested enhancements, new features or
functionality or implementation or usage of Feedback. Straion may at its sole
discretion and without any obligation to compensate or reimburse Customer, irrevocably
use, incorporate and otherwise fully exercise and exploit, commercialize or modify any
such Feedback or parts of it in connection with any of its products and services
without any restriction whatsoever.
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Usage Data. Straion may collect Usage Data. Straion owns, shall own and shall continue
to own all right, title and interest in and to all Usage Data.
References
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Reference Customer. Customer grants Straion and its Affiliates a right to name
Customer as a reference customer and display Customer's logo on Straion's website and
online-, social- or print-media.
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Marketing Activities. Customer grants Straion and its Affiliates a right to use any
corporate names, logos, trademarks, and similar for advertising and marketing purposes
- without any deviation to and solely within Customer's brand guidelines. It is
Straion's obligation to request and ensure fulfillment of Customer's brand guidelines.
In the event Customer has identified deviations from its guidelines, Customer will
inform and request Straion to correct the deviation within one week.
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Press Releases. Straion and its Affiliates may issue a press release announcing
Customer's selection of the Straion Service. The text of the press release will be
subject to Customer's prior written approval, not to be unreasonably withheld or
delayed.
Warranties
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Warranty. Straion is a service provider. Straion provides the Straion Services in
accordance with the Agreement. Straion is providing the Straion Services diligently
and with adequate care. Straion will provide the Straion Services in accordance with
all laws applicable to Straion. Straion will use appropriate software to scan the
Straion Services for viruses or similar malicious software or code.
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Disclaimer. Except as expressly set forth in this Agreement, the Straion Services are
provided "AS IS" and "AS AVAILABLE" and without warranties of any kind, whether
expressed or implied, including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, non-infringement or course of
performance. Straion does not warrant that the Straion Services or Apps are compatible
with the soft- or hardware or IT-environment of Customer. Straion does not warrant any
commercial success of any kind whatsoever as a result of the use of the Straion
Services. Straion makes no warranties or guarantees as to the Straion Service's
suitability for any particular purpose. Straion does not warrant that the Service will
be uninterrupted, bug-free, error-free, or fully functional at all times. To the
fullest extent allowable by law Straion expressly disclaims all warranties other than
those expressly set forth in this Agreement.
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Remedy. If Straion breaches its warranty under Section 9.1 (a) Straion will use
reasonable efforts to correct the non-conformity or any bugs, errors or other failures
("Defects") within reasonable time after being notified of such Defects. If Defects
occur, Customer shall immediately provide written notification to Straion by
describing the Defect in reasonable detail. If Customer fails to do so, Customer may
no longer assert any claims under warranty. The existence of Defects must always be
proven by the Customer. The warranty is furthermore limited to reproducible Defects.
In case of minor Defects (meaning defects that only slightly impair the usage of the
Straion Services) any warranty claims of Customer shall be excluded but Straion will
use reasonable efforts to remedy slight Defects within updates generally made
available to its customers. In case of material Defects (=meaning defects that
prohibit or severely impair usage of the Straion Services), if Straion does not remedy
any such material Defects within reasonable time (whereas such time must allow for at
least 2 (two) attempts of rectification for Straion), Customer's sole and exclusive
remedy shall be to be entitled to request either (i) a reasonable price reduction
proportionate to the Defect or (ii) in case further use of the Straion Services is
commercially unacceptable due to the material Defects, to terminate the Agreement in
accordance with Section 12.2 b) below. This warranty does not apply to (a) issues
caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party
Services or other third-party systems or (c) Free Trials, free proof-of-concepts or
other free or evaluation use. Straion may access Customer Spaces to investigate,
verify and remedy Defects.
Limitation of Liability
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Culpability. Straion shall only be liable for compensation for damage caused by it,
its directors, employees, partners, agents, suppliers, contractors or Affiliates
(hereinafter its "Representatives''), in connection with the Straion Services, only in
the event that such damage was caused by gross negligence or intent.
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Limitation of Liability. Except in cases of willful intent or severe gross negligence
(krass grob) on the part of Straion, should Straion be liable for any reason
whatsoever, the total aggregate liability of Straion for any and all claims is, shall
not exceed the the Subscription Fees actually paid by Customer to Straion, in the 12
months preceding the first incident from which liability arose. Multiple claims shall
not increase Straion's liability.
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Exclusion of Indirect Damages & Liability. In no event and under no circumstances
shall Straion or its Representatives, be liable for any indirect, incidental, special,
consequential exemplary or punitive damages, including without limitation, loss of
use, loss of profits, loss of data, loss of goodwill, loss of reputation or other
intangible losses, even if Straion has been notified of the possible existence of such
damages. In particular, and without limitation, Straion shall not be liable for
damages resulting from: (i) Customer's access to or use of or inability to access or
use the Service (unless such inability was caused solely by Straion); (ii) any conduct
or content of any third-party on the Straion Services; (iii) any content obtained from
the Service; and (iv) unauthorized access, use or alteration of Customer's
transmissions or Customer content, (v) instructions not issued by Straion, (vi)
Customer's insufficient or unsuitable equipment, software, or internet bandwidth (vii)
Customer's non-compliance with the Agreement of incorrect use of the Straion Services
or (viii) any other liability resulting from Customer's actions.
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Burden of Proof. The aggrieved Customer must prove the existence of (severe) gross
negligence or willful intent.
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Limitation Period. Any claims for damages are subject to a limitation period of one
(1) year from the date of Customer's knowledge of the damage.
Confidentiality, Security and Data Protection
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Confidentiality. Both Parties shall treat Confidential Information confidential and
shall maintain secrecy. Each Party agrees to exercise due care in protecting the
Confidential Information from unauthorized access, use and disclosure. Each Party
agrees that it shall take all reasonable steps, at least substantially equivalent to
the steps it takes to protect its own confidential or proprietary information, to
protect Confidential Information. Each party agrees that it will use the Confidential
Information of the other Party solely in accordance with the provisions of the
Agreement and it will not disclose, or permit to be disclosed, the same directly or
indirectly, to any third party without the other party's prior written consent. Either
Party may disclose Confidential Information to its or its Affiliates' employees,
contractors, officers, directors, attorneys, auditors, financial advisors and other
representatives who have a need to know and are legally bound to keep such information
confidential by confidentiality obligations consistent with those of this Agreement.
If a Party is required by law to disclose Confidential Information, such Party shall
(i) (to the extent legally possible) provide the disclosing party with prior written
notification thereof, (ii) provide the disclosing party with the opportunity to
contest such disclosure, and (iii) use its reasonable efforts to minimize such
disclosure to the extent permitted by applicable law. Each party will promptly notify
the other in writing if it becomes aware of any violations of the confidentiality
obligations set forth in this Agreement.
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Personal Data. Both parties shall comply with the applicable provisions of the
European General Data Protection Regulation (GDPR). To the extent that Straion
processes any Personal Information (as defined in the DPA) contained in Customer
Content subject to GDPR, the Straion Data Protection Agreement shall apply to such
processing.
Straion collects and processes certain personal data in connection with providing the Straion
Services (e.g. access credentials, email addresses etc.). To the extent such data is subject
to GDPR, Straion is a Data Controller. Customer may read more about this in Straion's Privacy
Policy available here (www.straion.com/legal/privacy )
and incorporated herein by reference.
Termination
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Term. If not agreed otherwise (e.g. automatic renewal) the Agreement and the use of
Straion Services terminates with the last day of the agreed term. For the sake of
clarity, the Agreement may not be terminated for convenience during the agreed term.
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Termination for Cause. Both Parties are entitled to terminate the Agreement and the
use of Straion Services at any time with immediate effect and without any liability if
the other Party does not comply with the Agreement in any essential point despite
being requested in writing by the other Party to refrain from such breach by setting a
reasonable grace period which shall in any case not exceed fourteen (14) days. a) An
important reason for Straion in particular is, if Customer breaches any major
provision of the Agreement (e.g. breach of any payment obligations, Sections 3.9.,
3.10, 3.11, 3.12, 5 and 6.2) and fails to fix such breach within fourteen (14) days
after written notification and request to do so. b) An important reason for Customer
is, if Straion breaches any major provision of the Agreement and fails to fix such
breach within fourteen (14) days after written notification and request to do so.
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Consequences of Termination. In case the termination following Section 12.2.a) affects
a period covered by pre-paid fees, the termination will be effective immediately; no
pre-paid fees whatsoever (including Subscription Fees covering the remainder of the
Term) will be refunded. In addition all fees for services and/or products provided by
Straion and not yet paid by Customer become due and owing immediately and shall be
paid by Customer. In case of termination following Section 12.2 b) any pre-paid fees
for any unused subscription periods following the effective date of termination shall
- upon written request to Straion - be refunded on a pro-rata monthly basis (excluding
any commenced month). In both cases, (Section 12.2 a) and 12.2 b.) any
consumption-based fees will be charged and calculated according to the actual usage.
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No Further Use. Upon the effective date of termination, (i) all rights, licenses, and
subscriptions granted to Customer under the Agreement will cease immediately; (ii)
Customer shall immediately stop (and cause any Affiliates and Users to stop) using the
Straion Services, whereby following the effective date of termination, any access and
use of the Straion Services by Customer shall be an infringement and/or
misappropriation of Straion's proprietary rights; and (iii) Customer shall immediately
either return or destroy (at Straion's discretion) all Straion Confidential
Information and certify same in writing to Straion.
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Deletion of Customer Content. Straion will use commercially reasonable efforts to
continue to store Customer Content for up to 90 days to allow for any potential
renewal requests by Customer. During such period Customer may contact Straion to
inquire renewal of its subscription, subject to the then applicable fees. Straion will
not be liable for any data loss resulting from termination of this Agreement.
Applicable Law & Jurisdiction
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Applicable Law. The Agreement shall be governed and construed in accordance with the
laws of Austria, without regard to its conflict of law provisions.
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Jurisdiction. The competent court with subject matter jurisdiction located in Linz
(Austria) shall have exclusive jurisdiction for any and all claims resulting from or
in relation to the Agreement.
Self Service
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Self-Service Customers. Straion Services may be available via self-service. In case
You subscribe to Straion's Services via self-service-checkout in the Straion App
(straion.app) you are considered a Self-Service Customer. This Section 14 is
applicable if you are a Self-Service Customer only. For the sake of clarity, any
reference to "Customer" in the Agreement shall refer to You as Straion's Self-Service
Customer.
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Restriction. In case the organization, business or legal entity (including affiliates)
for which You act directly or indirectly has entered into an Order Form with Straion
(Enterprise Customer) You are prohibited from creating or using a Self-Service Account
using Your Organization's email address. Straion reserves the right to suspend Your
Access to the Straion Services or terminate the Agreement with you at any time and
without notice in case You sign-up as a Self Service Customer using your
Organization's email address when an Order Form with Your Organization is in place
(irrespective of whether You became a Self-Service Customer prior or after the Order
Form with the Enterprise Customer is in place). Any prepaid-fees will be refunded in
such case on a timely pro-rata basis.
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Entry-into-force & Notice to Self-Service Customers. A contract will only be legally
effective and binding with Your first successful Subscription Fee payment. By either
(i) clicking "I accept", ticking a box indicating acceptance or other acceptance
mechanisms provided; or (ii) accessing or using the Straion Services, You agree to be
bound by the Agreement.
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Applicable Terms. Solely the unmodified standard Straion terms and conditions
available under www.straion.com/legal/terms-of-service/ will form part of the Agreement and no other terms. In case of any discrepancies between
the rules stipulated in this Section 14 and any other part of these Terms, the terms of
this Section 14 will prevail the relevant part of the Terms.
- Fees. The applicable fees will be determined in the Straion App
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Billing. You will be billed in advance on a recurring and periodic basis ("Billing
Cycle"). Billing Cycles are depending on the type of the subscription plan
Self-Service Customer selects when purchasing a subscription. These Terms form an
integral part of the Agreement entered into between You and Straion.
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Period of coverage. Straion will indicate the subscription term and Billing Cycle
within the Straion app. You shall pay the subscription fees set out in the
subscription process.
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Automatic renewal. Any timely specified Subscription Term shall automatically renew
for successive terms equal to the term agreed in the subscription process unless You
cancel the subscription's renewal via the self-service platform at least thirty (30)
days prior to the expiration of the then-current billing cycle. If You fail to do so,
subscription will, subject to Section 14.10 and 14.14, automatically renew under the
exact same conditions.
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Payment. A valid payment method, including credit card, is required to process the
payment for Your subscription. You shall provide Straion with accurate and complete
billing information including company name, full name of the contact person, address,
state, zip code, country, telephone number, mail-address, VAT (or equivalent)-number
and a valid payment method information. By submitting such payment information, You
automatically authorize Straion to charge all subscription fees incurred through Your
account to any such payment methods. Incorrect or incomplete information can lead to
an additional effort for Straion, which will be charged to You. Should automatic
billing fail to occur for any reason, Straion will issue an electronic invoice
indicating that You must proceed manually, within a certain deadline date, with the
full payment corresponding to the billing period as indicated on the invoice. Should
automatic billing fail to occur for any reason for more than one Billing Cycle Straion
shall be entitled to terminate the Agreement with 30 day prior notice.
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Subscription Fee Changes. Straion, in its sole discretion and at any time, may modify
the subscription fees. Any subscription fee change will become effective at the end of
the then-current Billing Cycle; adjusted prices will be charged beginning with the
consecutive Billing Cycle. Your continued use of Straion Services after the
subscription fee change comes into effect constitutes your agreement to the modified
subscription fee.
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Availability. In express deviation to Section 4.1 of the Terms, Straion will provide
the Straion Services with a best possible availability.
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References. You grant Straion a right free-of-charge to use your Organization as a
reference customer on the Straion website or in other online or print media as well as
on any (social) media platforms. Straion may use your Organization's corporate names
(as part or in whole), logos, trademarks, and/or similar identifiers for any
advertising and/or marketing purposes. Straion may issue a press release announcing
your Organization's selection of the Straion Service. The content of the press release
will be subject to Straion's own discretion.
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Termination. If you have agreed to use Straion Services for an indefinite period, both
You and Straion are entitled to terminate the Agreement in writing at the end of each
Billing Cycle. Any Straion Services and/or Your account may be terminated within the
provided options as mentioned above through the Account and/or respective management
tools.
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Changes of applicable terms. Straion reserves the right, at Straion's sole discretion,
to modify or replace these Terms at any time. If a revision is material Straion will
try to provide at least 30 days' notice prior to any new terms taking effect. What
constitutes a material change will be determined at Straion's sole discretion. By
continuing to access or use Straion Service after those revisions become effective,
You agree to be bound by the revised terms. If You do not agree to the new terms, You
shall stop using the Straion Service. Any pre-paid fees shall not be refunded. Any of
Your claims in this regard shall be excluded or waived.
Trial & Free Use
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Free Use & Trial. Straion may, in its sole discretion, offer free use or a
subscription with a trial for limited usage.
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Billing Information. In case of Self Service, Customer may be required to enter
Customers billing information in order to sign up for the free trial. If the Customer
does enter the billing information when signing up for the free trial, Customer will
not be charged by Straion until the free trial has expired. If Customer extends usage
of Straion, Customer will be automatically charged the applicable subscription fees
for the type of subscription Customer has selected.
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Changes. At any time and without notice, Straion reserves the right to (i) modify the
Agreement or any part of it and the free trial or proof of concept, and/or (ii) cancel
such free trial or proof of concept.
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Deletion of Data. Customer acknowledges that Customer data or information can be
deleted at any time and Customer assumes sole responsibility for any data backup.
Straion assumes no liability for any damage caused by (even partial) loss or
destruction of data or information.
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No Warranties. For free trials Straion will not be liable for any damages. For free
trials any and all warranties are excluded and the Straion Services are provided
“AS-IS” and “AS AVAILABLE”, without warranties of any kind, including, without
limitation, the warranties of merchantability, fitness for a particular purpose and
non-infringement. In particular, Straion does not warrant that the Services as part of
the Free Trial are available, free from any defects, errors, bugs or other flaws.
Straion does not warrant any specific results of any kind whatsoever or any
performance. Free-Trial-Customers use the Straion Services at their own risk.
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No Liability. Straion shall not be liable for any claim, damages or other liability in
the connection with the Straion Services offered as Free Trial, whether in an action
of contract, (severe) gross negligence, arising from or out of or in connection with
the Straion Services or the use of or inability to use the Straion Services.
Miscellaneous
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Links to other websites or services. Straion Services may contain links to Third Party
Services or third party websites that are not contracted, owned or controlled by
Straion. Therefore, Straion has no control over, and assumes no responsibility for,
the content, privacy policies, or practices of any third-party websites or Services.
Straion strongly advises the Customer to read the terms and conditions and privacy
policies of any third-party website that Customer visits. Customer acknowledges and
agrees that Straion shall not be responsible or liable, directly or indirectly, for
any damage or loss caused or alleged to be caused by or in connection with use of or
reliance on any such content, goods or Services available on or through any such
websites or Services.
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Assignment. Customer may not assign the Agreement or any rights or obligations under
the Agreement to a third-party without Straion's prior written consent. Straion may
transfer or assign the Agreement or its rights and obligations under the Agreement to
any of its Affiliates. Such assignment shall be made and become effective with written
notice (email) to the Customer. This Agreement is binding upon the Parties and their
heirs, executors, legal and personal representatives, successors and assignees, as the
case may be. For purposes of the Agreement, any change of control will be deemed an
assignment.
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Errors or Adjustment Clause. Customer has full knowledge of all circumstances
concerning the Straion Service. Customer is aware of its true value. A contestation of
the contract due to error or any other avoidance or adjustment clause (e.g. laesio
enormis) is expressly excluded between the Parties.
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Force Majeure. Straion will not be deemed in breach of the Agreement for any
cessation, interruption, failure, breakdown or delay in the performance of its
obligations due to causes beyond its reasonable control (“Force Majeure Event”),
including, but not limited to, earthquakes, weather events, floods, fires, or other
natural disasters, acts of God, labor controversies, civil disturbances, terrorism
(including cyber-terrorism), war (whether or not officially declared), consequences of
epidemic or pandemic crisis, technical breakdowns or interruptions of third parties
(including acts or omissions of internet traffic carriers), loss of electricity or
other utilities, cyber attacks (e.g., denial of service attacks), delays by Customer
in providing required resources or cooperation, or the inability to obtain sufficient
supplies, transportation, or other essential commodity or service required in the
conduct of its business, or compliance with or any change in or the adoption of any
law, regulation, judgment or decree or other acts or omissions of regulatory or
governmental authorities that impact the availability, performance or delivery of the
Straion Services.
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Waiver. Any non-enforcement of any right or provision of the terms of the Agreement
will not be considered a waiver of those rights.
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Severability. Should any provision of the Agreement be legally ineffective, invalid
and/or null and void or become so in the course of its term, this shall be without
prejudice to the legal effectiveness and the validity of the other provisions. In such
case the invalid and legally ineffective provision shall be replaced by one which is
legally effective and valid and in its economic corresponds to the provision replaced
– insofar possible and legally admissible.
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Entire Agreement. The Agreement supersedes and replaces any prior agreements between
the Parties relating to the subject matter hereof. Agreements or arrangements that
diverge from the Agreement require Straion's prior written confirmation. In the event
of a conflict between these Terms and the Order Form or any other document, the Order
Form takes precedence over the Terms and the Terms take precedence over any other
document.
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Survivability. The provisions of this Agreement which by their terms or nature call
for performance subsequent to termination or expiration of this Agreement shall remain
operative and in full force and effect, including, but not limited to, all express
representations and warranties, limitations of liability, choice of law and venue,
confidentiality, and indemnifications.
Last updated: 1st February 2025
For any questions about these terms, please contact legal@straion.com.