Terms Of Service
Terms of Service Agreement
This Terms of Service Agreement (this “TOS”) by you and Stratably Ltd., an Ohio limited company, having its place of business at 425 Literary Road, Cleveland, Ohio 44113 (“Stratably”) sets forth your rights and obligations as to the use of the website and all information thereunder www.stratably.com and all information you receive from Stratably Ltd. (collectively, the “Website”). By using the Website you have agreed to be bound by the terms and conditions of this TOS.
Stratably and you agree as follows:
1. Services. Stratably hereby grants you a limited, revocable, non-transferable, non-exclusive license to access via the Internet the services described below for internal business purposes and not for distribution to anyone other than what is described in Section 3 Permitted Sharing and solely in accordance with the terms and conditions of this TOS the Services described below. The Services include: (i) access to Stratably’s premium subscription content; (ii) searchable research library; and, (iii) priority response to research-related questions.
2. Limitations. Unless expressly permitted by this TOS, or otherwise approved by Stratably in writing you expressly agree that you will not:
a. use the Services in a manner other than as permitted by this TOS;
b. provide access to the Website to any third party, including co-workers, your employees, or other third parties you engage with;
c. sell, rent or sublicense any information from the Website;
d. engage in any fraudulent, illegal, or unauthorized use of the Services;
e. disseminate the information obtained from the Website to any unauthorized third party;
f. reproduce, duplicate, copy or otherwise exploit any of the information on the Website except for your own personal use;
g. use the information from the Website for a free or paid newsletter, research offering, or website;
h. edit or otherwise modify any material from the Website; or
i. republish any material from the Website except as provided in Permitted Sharing
Stratably is permitted to prevent access to the Website in the event you breach the terms of this TOS. Stratably will have no liability for denying you access to the Website by the use of any disabling or security device in the event you breach the terms of this TOS and you will not be entitled to a refund or rebate of any fees.
3. Permitted Sharing.
a. Subscriptions are for one person only;
b. Articles shown on the website or delivered via email are not to be forwarded to co-workers, your employees, or third parties except as provided in (c) below;
c. You may forward articles shown on the website or delivered via email up to two times per month to no more than five individuals;
d. You may take a screenshot of partial content from the Website for the purpose of sharing on social media no more than two times per month provided such publication includes attribution to Stratably and a live link to the article or www.stratably.com;
e. You may produce a reasonable excerpt from the Stratably Website for a blog post or other publication provided such publication includes attribution and a live link to the article or www.stratably.com. Such excerpt shall not exceed 20% of content in the originating Website;
f. Forwarding Stratably articles or emails to a group inbox of any kind is prohibited, unless you receive written permission.
Stratably reserves the right to terminate any or all of these exceptions at any time globally or on an individual user basis.
Stratably reserves the right to disable your user ID and password in Stratably’s sole discretion without notice or explanation.
4. Access to Website. Your access to Website may be limited or restricted in accordance with Stratably’s privacy and security policies. Notwithstanding anything to the contrary set forth in this TOS, Stratably will have the right to shut down the Website (i) for maintenance purposes the operation of the Website whenever in its judgment, reasonably exercised, such action is necessary and Stratably will be relieved of its obligations to provide access to the Website during such routine shutdowns to the extent such routine shutdowns prevent Stratably from providing access to the Website and (ii) during any system malfunction or failure affecting Stratably’s Website to the extent such services are so affected. Stratably shall use reasonable efforts to minimize each period of shutdown and to fix any system malfunction or failure.
5. No Warranties. Stratably makes no representations, warranties, or guarantees, express or implied, with respect to the subject matter of the TOS including without limitation, the Website. Stratably specifically disclaims all warranties whatsoever concerning the subject matter of this TOS, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
6. Limitation of Liability. Stratably shall not be liable to you for any incidental, consequential, special, punitive or exemplary damages of any kind or nature arising out of or in connection with this TOS, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, including damages that result from interrupted communications or lost data.
7. Confidential Information. You agree that all content provided by Stratably to you and all content developed by Stratably are the exclusive property of Stratably. You shall not possess any interest, title, lien or right to any such content. You agree to treat confidentially all information received from the Website.
8. Intellectual property. Stratably owns the intellectual property rights in the content provided in Website. All these intellectual property rights are reserved.
9. Your Responsibilities. You are responsible for maintaining the confidentiality of your login information (username and passwords) and for restricting access to the Website through your username and password. You will notify Stratably immediately if you believe the security of your login information has been compromised in any way.
10. Terms and Termination. Your access to the Website shall terminate without notice upon failure to pay the fees for access; Upon expiration or termination of your access to the Website for any reason, your rights to access and use the Website shall immediately terminate.
11. No Warranties.
NOTHING PROVIDED ON THE WEBSITE IS MEANT TO CONSTITUTE FINANCIAL ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY FINANCIAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. YOU ARE AWARE OF AND AGREE THAT STRATABLY SHALL NOT BE RESPONSIBLE FOR ANY LOSS THAT YOU SUFFER AS A RESULT OF ANY FINANCIAL TRANSACTION, REGARDLESS OF WHETHER OR NOT YOU ENTER SUCH TRANSACTION BASED IN ANY WAY UPON ANYTHING YOU LEARN FROM THE WEBSITE PROGRAM.
THE WEBSITE AND THE INFORMATION ON THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, STRATABLY DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE.
STRATABLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND STRATABLY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRATABLY, ITS MANAGERS, MEMBERS, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, CONTRACT PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM (I)INFORMATION CONTAINED IN THE WEBSITE; (II) FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN; (III)ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (IV) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) VIOLATION OF ANY PERSON OR ENTITIES INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY CONTENT OR GOODS; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL STRATABLY, ITS MANAGERS, MEMBERS, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, CONTRACT PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO STRATABLY HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STRATABLY, ITS MANAGERS, MEMBERS, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, CONTRACT PARTNERS, SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Stratably is controlled and operated from its facilities in the United States. Stratably makes no representation that Stratably is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
14. Indemnification. You agree to indemnify and hold harmless Stratably and its members, managers, officers, employees, independent contractors, agents and successors and assigns (the “Indemnified Parties”) from any losses , damages ,cost including attorneys fees incurred by the Indemnified Parties as the result of any breach of the terms of this TOS or arising out of a claim that you have breached the terms of the TOS.
15. General.
a. Governing Law and Jurisdiction. This Agreement shall be governed by and shall be interpreted in accordance with the laws of the State of Ohio. The parties to this TOS hereby submit to the jurisdiction of the Courts of the State of Ohio, Cuyahoga County and the United States District Court for the Northern District of Ohio, Eastern Division in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, that the Employee is not subject thereto or that such action, suit of proceeding may not be brought or is not maintainable in said Courts or that this TOS may not be enforced in such Courts or that the parties property is exempt or immune from execution, that the suit, action proceeding is brought in an inconvenient forum, or that the venue of this suit, action of proceeding is improper. Final judgment against the other party in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified copy of which shall be conclusive evidence of such a judgment.
b. Injunctive Relief. Stratably has and may cumulatively exercise all rights it might have at law or in equity for the protection of the Website, including without limitation, injunctive relief enjoining the breach or threatened breach of this Agreement. In the event you breach or threaten a breach of the TOS, you agree that Stratably will be entitled to an injunction and other temporary and permanent equitable relief without requirement of posting bond and without the necessity of showing actual money damages.
c. Third Party Beneficiaries. Nothing in this TOS will confer any benefit or right upon any third party.
d. Not a Joint Venture. Nothing in this TOS and no action taken under this TOS will constitute a partnership, joint venture or agency relationship between you and Stratably.
e. Waiver. No failure or delay by Stratably in exercising any right or remedy provided under the TOS or by law will constitute a waiver of that or any other right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy. No waiver under this TOS is effective unless it is in writing and signed by authorized representative(s) of both Parties.
f. Enforceability. If any provision in this TOS, for any reason, is invalid, illegal or unenforceable, in whole or in part, in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this TOS or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal or unenforceable, you and Stratably will negotiate in good faith to modify this TOS to affect the original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the greatest extent possible.
g. Headings. All headings and titles in this TOS are inserted for convenience only and are not a part of this TOS and will not affect the interpretation of this TOS.
h. Members, Managers, Officers and Employees. You will not hold any members, managers, officer and/or employees, or independent contractors used by Stratably liable for any losses or damages you incur as the result of the use of the Website or the Services.
i. Amendments. This TOS may be amended, superseded or canceled, and such changes will be effective from the date of publication of the revised terms and conditions on the Website.
j. Construction. This TOS will be construed without regard to any presumption or rule requiring construction or interpretation against Stratably.
k Force Majeure. Stratably shall not be liable to you for non-performance of or delay in performing its obligations hereunder to the extent that performance is rendered impossible by strike, riot, war, acts of God, earthquake, fire, flood, explosion, electrical blackout, strikes or other labor difficulties, governmental acts or orders or restrictions, or any other reason to the extent that the failure to perform is beyond the reasonable control of Stratably. Stratably shall promptly notify you in writing after becoming aware of any force majeure event which prevents, interrupts, or delays its performance under this TOS, and shall be relieved from its performance to the extent, and for the duration, that such performance is prevented by such force majeure event; provided that such party shall at all times use its best efforts to resume such performance. In the event that a force majeure event continues for a period of thirty (30) consecutive days, or for periods which aggregate ninety (90) days during any three hundred sixty-five (365) day cycle, Stratably will be entitled to terminate Services provided under this TOS on written notice to you claiming the force majeure event.
l. Notices. Any notice required or allowed under this Agreement must be in writing and will be deemed to have been given: (i) upon the third business day after mailing by registered or certified mail, return receipt requested; (ii) the second business day after being sent by facsimile the receipt of which is confirmed by the sending machine; (iii) the first business day after sending by email with electronic delivery receipt confirmation; or (iv) the date received according to a delivery receipt provided by FedEx or UPS to your last known address or email address.
Terms of Service Last Updated on 9.9.21