Terms

TERMS OF USE

Please read these Terms of Use carefully before using the Services as they form a legally binding contract between You and the Company.  These Terms apply to the entire content of the website at www.solidstratagems.com, the use by You of the Services provided through the Website, and any correspondence between you and the Company.

By clicking on the “Accept” button below, You agree to these Terms which will be binding on You.  If You do not agree to these Terms, then You will have no rights to use the Services.

1. DEFINITIONS.

1.1 “Acceptance Date” mean the date You accept these Terms by clicking on the appropriate button on the Website.

1.2 “Company” means Solid Stratagems, LLC, a limited liability company organized under the laws of the State of Idaho.

1.3 “Fees” shall mean the fees paid by You to the COMPANY for the Services as set forth on the Website.

1.4 “Proprietary Information” is defined in Section 3.1 of these Terms.

1.5 “Services” shall mean the services provided by COMPANY as described at the Website and these Terms.

1.6 “Terms” shall mean these terms of use which shall form a binding agreement between the parties.

1.7 “Website” shall mean the terms, provisions and content at www.solidstratagems.com, as modified by the Company from time to time.

1.8 “You” shall mean the licensee and/or user of the Services, accepted at the Website by an authorized party.

1. LICENSE GRANTS AND PROVISION OF SERVICES.

2.1 COMPANY hereby grants You a nonexclusive, nontransferable license to use the Proprietary Information as set forth in these Terms.  Under the terms of the license granted hereunder and payment of applicable Fees, You shall have the right to use the Services and related Proprietary Information.

2.2 In consideration of payment of the Fees, COMPANY hereby agrees to provide the Services as set forth in the Website.

1. DUTIES OF THE PARTIES.

1. The parties mutually agree to protect the other’s Proprietary Information.  For purposes of these Terms, the term “Proprietary Information” shall mean and include these Terms, the Services, including but not limited to, any software, and all related code, algorithms, documentation and similar information, and any non-public ideas, plans or information, including, without limitation, information of a technological or business nature developed or owned by or the property of either party hereto or their respective licensors.  Except as expressly and unambiguously allowed under the terms of these Terms, each party shall protect the other’s Proprietary Information according to industry standards, including but not limited to, each party’s respective obligation to:  (i) not sell, license, transfer, publish, disclose, display or otherwise make available the Proprietary Information of the other party, (ii) not reverse assemble or reverse compile in whole or in part any applicable Proprietary Information, (iii) acknowledge and take commercially reasonable steps to preserve ownership rights in and to the other’s Proprietary Information, and (iv) hold in confidence and not use any Proprietary Information and similarly bind in writing necessary third parties to such confidentiality.  Notwithstanding the foregoing, each party hereto shall have the right to disclose the other’s Proprietary Information:  (x) to its appropriate officers, directors, employees, auditors and attorneys, (y) to the extent necessary to comply with an order of an administrative agency of court of competent jurisdiction, or (z) to enforce a party’s right under these Terms.

1. FEES, BILLING AND PAYMENT.

4.1 Subject to and consistent with the terms and conditions of these Terms, You shall pay all Fees as set forth in the Website.  You agree to pay COMPANY in United States dollars by credit card as required by the Website.  COMPANY reserves the right to “take down” or discontinue the Services in the event Fees are not paid beyond 30 days from due date.

4.2 You shall be solely responsible for payment of any applicable sales, excise, property, use, and other taxes arising from the transactions contemplated hereunder, except any taxes based on COMPANY’s sales, advertising revenue or other revenue nationally or internationally, or on COMPANY’s net income.

4.3 Any recurring Fee may be increased by COMPANY, at each anniversary of the Acceptance Date.  The increased recurring Fee shall be effective upon written notice given by COMPANY to You and shall be due and payable for every month thereafter while the Services are being used.

1. TRADEMARKS AND TRADE NAMES.

5.1 Each parties’ respective trademarks, trade names and logos (collectively, the “Marks”) shall remain the exclusive property of each party; provided that each party hereby grants to the other, while the Services are being used, the nonexclusive right and license to use the other party’s Marks (i) solely in connection with the use, promotion and advertising of the Services; and (ii) as required to fulfill its obligations under these Terms. Any use of the Marks shall be subject to review and written approval in advance by the other party, such approval not to be unreasonably withheld.  Upon request from either party while the Services are being used, the other party shall provide a detailed written report concerning all of its use of the Marks.  Without limiting the generality of the foregoing, neither party shall use a Mark in a manner that, in the other party’s sole discretion, may cause embarrassment to or damage that party’s reputation or is misleading in any respect. Either separately or in conjunction with any Mark, each party agrees to include any notices that the other party may reasonably request when using the Marks.  At the request of the other party, each party shall promptly modify, revise or cease the use of a Mark. Each party shall promptly notify the other party of any and all infringements or attempted infringements of the Marks that come to that party’s attention. You acknowledge that a copy of COMPANY’s Marks may automatically be placed on all website pages and such Marks shall contain a hyperlink to the home page of the COMPANY web site.  You agree to not remove any of COMPANY’s Marks or the hyperlinks associated with such Marks from any web page.

5.2 While the Services are being used, COMPANY reserves the right to identify You as a customer  of COMPANY and to use Your name, logo, web site address, and trademark in any COMPANY promotional materials (whether in an oral, print or electronic format), including, but not limited to, advertisements, marketing materials, press releases, and articles. Upon written request of You, COMPANY will immediately cease the use of such information for those purposes.

1. REPRESENTATIONS AND WARRANTIES OF COMPANY.  COMPANY represents, warrants and agrees that:

6.1 These Terms and the consummation of this transaction will not result in any violation or default or conflict with: (i) the provisions of any other agreement to which COMPANY is a party or to which it is bound; or (ii) any law, judgment, or regulation of any governmental authority.

6.2 There are no other parties who are entitled to any notice or whose consent is required for the consummation of the transaction contemplated hereunder.

6.3 It is the sole and rightful owner of all right, title and interest in and to the Proprietary Information and has unrestricted right to market, license and exploit the Proprietary Information.

6.4 There are no claims against the Proprietary Information and no demands of any party pertaining to it, and no proceedings have been instituted or are pending or, to COMPANY’s knowledge, are threatened which challenged the rights of COMPANY with respect thereof.

6.5 COMPANY warrants that all Services provided hereunder will be diligently performed in accordance with the terms and conditions of these Terms in a timely, skillful, professional, workmanlike and competent manner by qualified personnel familiar with the technology, and the Services shall conform to the standards generally observed in the industry for similar services.

6.6 The license(s) granted hereunder shall be granted free of all claims, liens, encumbrances and other restrictions and without otherwise violating any rights of any third party, including any patent, copyright, trade secret or other proprietary rights.  There are no claims or threats of claims against COMPANY with respect to its right to license, sublicense, use, sell, re-sell or distribute any part of the Proprietary Information.

6.7 COMPANY shall indemnify and hold harmless You against and from all damages, claims, actions, and expenses arising out of or related to any misrepresentation or breach of any of the representations and warranties made by COMPANY herein.

6.8 Except as provided for below or in these Terms, COMPANY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO, CONTENT, FEATURES OR CAPABILITIES OF THE SERVICES, OR ANY OTHER MATTER PRODUCED OR PROVIDED UNDER THESE TERMS. IN ADDITION TO AND WITHOUT LIMITATION OF THE DISCLAIMER OF WARRANTIES PROVIDED ABOVE IN THIS SECTION, COMPANY SPECIFICALLY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF ANY FEATURES OR CAPABILITY OF THE SERVICES IN TERMS OF ACCURACY, SECURITY, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE QUALITY, COMPATIBILITY OR CONTINUITY OF THIRD PARTY TELECOMMUNICATION OR INFORMATION SYSTEMS OR SERVICES, AND WITH RESPECT TO THE FUNCTIONALITY, OPERABILITY, OR RELIABILITY OF COMPANY’S OR ANY THIRD PARTY’S INTRANET OR DATA SECURITY FEATURES OR SYSTEMS. COMPANY SHALL NOT BE LIABLE FOR INTERRUPTIONS CAUSED BY FAILURE OF EQUIPMENT OR SERVICES NOT PROVIDED BY COMPANY, FAILURE OF COMMUNICATIONS, POWER OUTAGES, OR OTHER INTERRUPTION NOT WITHIN THE COMPLETE CONTROL OF COMPANY, NOR SHALL COMPANY BE LIABLE FOR PERFORMANCE DEFICIENCIES CAUSED OR CREATED BY YOU’S EQUIPMENT.   COMPANY SHALL HAVE NO LIABILITY TO YOU IN THE EVENT YOU RECEIVE NON-FAVORABLE TREATMENT BY SEARCH ENGINES OR DIRECTORIES, AT NO FAULT OF COMPANY.

1. REPRESENTATIONS AND WARRANTIES OF YOU.  You represent, warrant and agree that:

7.1 If you are a corporation or limited liability company, You are duly organized, validly existing and in good standing under the laws of Your state of incorporation or organization, and You have the corporate power and are authorized under Your organizational documents to carry on Your business as now conducted.

7.2 You have performed all actions and received all authorizations necessary to execute and deliver these Terms and to perform Your obligations hereunder.

7.3 The execution of these Terms will not result in any violation or default of or conflict with: (i) any organizational documents; (ii) the provisions of any other agreement to which You are a party or to which You are bound; or (iii) any law, judgment, or regulation of any governmental authority.

7.4 There are no other parties who are entitled to any notice or whose consent is required for the consummation of the transaction contemplated hereunder.

7.5 You shall indemnify and hold harmless COMPANY against and from all damages, claims, actions and expenses arising out of or related to: (i) any misrepresentation or breach of any of the representations and warranties made by You herein; and (ii) any claim alleging that all or any portion of the Services, as modified by You, infringes any intellectual property right (or other interest) of any person; provided that the product(s) have been rendered infringing by virtue of modifications thereof by You.

1. LIMITATION OF LIABILITY.

UNLESS DUE TO THE GROSS NEGLIGENCE OF COMPANY, YOU SHALL NOT BE ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO: (A) DAMAGES RESULTING FROM ANY ACCESSING, ALTERING, OR DESTROYING OF DATA, (B) DAMAGES FROM THE INACCURACY OF THE SERVICES EITHER NOW OR IN THE FUTURE; (C) DAMAGES FROM LOSS OF BUSINESS, PROFITS, OR BUSINESS OPPORTUNITIES; (D) DAMAGES FROM THE INTRODUCTION OF COMPUTER VIRUSES; OR (E) DAMAGES CAUSED BY THE DOWNTIME (INTERRUPTION OR FAILED INITIATION OF SERVICES CAUSED BY THE OPERATIONAL FAILURE OF A COMPUTER, OR OF A SYSTEM TRANSMITTING OR RECEIVING INFORMATION FROM A COMPUTER) OF COMPANY COMPUTERS, OR LOSSES FROM INTERRUPTION, TERMINATION, OR FAILED OPERATION OF THE INTERNET, PRIVATE INTRANET, OR OF THIRD PARTY TELECOMMUNICATION SERVICES. IN NO EVENT SHALL COMPANY BE LIABLE IN THE AGGREGATE (EXCLUDING CLAIMS UNDER SECTION 9.2(ii)) FOR ANY CLAIM OR DAMAGES RELATED TO, OR AS A RESULT OF, THESE TERMS EXCEEDING THE TOTAL AMOUNT PAID TO COMPANY HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.  COMPANY IS NOT RESPONSIBLE FOR LINKS, AND RELATED WEB TRAFFIC, BUILT ON THIRD-PARTY WEBSITES.

1. INDEMNIFICATION.

9.1 You will indemnify and hold COMPANY and its directors, officers, employees, agents, representatives, and customers (“COMPANY Indemnitees”) harmless from any demand, claim, suit, loss, liability or damage, including reasonable attorneys’ fees, whether in tort or in contract, that the COMPANY Indemnitees may incur by reason of or arising out of any claim resulting from Your breach of these Terms including without limitation a breach resulting from any act or omission of You, its directors, officers, agents, employees, subcontractors.

9.2 COMPANY will indemnify and hold You and its directors, officers, employees, agents and representatives (“Your Indemnitees”) harmless from any demand, claim, suit, loss, liability or damage, including attorneys’ fees, whether in tort or in contract, that Your Indemnitees may incur by reason of or arising out of any claim (i) resulting from COMPANY’s breach of these Terms including without limitation a breach resulting from any act or omission of COMPANY, its directors, officers, agents, employees, or subcontractors; or (ii) that is made with respect to the infringement of the intellectual property of a third party by the Services (other than relating to information, data, content, or material provided by You). COMPANY shall have no liability to You under this Section 9.2 if any suit or claim of infringement is based upon the use of the Services (a) in combination, operation or use with any product not furnished by COMPANY; (b) in a modified state not authorized by COMPANY; (c) in a manner other than for which it was designed or (d) in violation of these Terms.

1. TERM AND TERMINATION.

10.1 The initial term(s) for the Service(s) provided to You is/are set forth on the Website.  These Terms shall automatically renew at the then current COMPANY pricing for each Service until discontinued by You.

10.2 Each party may terminate these Terms upon a material breach by the other if the breach is not cured within thirty (30) days of a written notice of an intent to terminate. Notwithstanding the foregoing, in the event that any fees owed to COMPANY by You are not paid within ten (10) days of the due date as set forth on the applicable invoice, COMPANY shall be entitled to (i) terminate the Agreement upon notice to You; and/or (ii) restrict access to the Services until such fees are received by COMPANY.

10.3 In the event that You seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against it, upon notice to You, COMPANY shall have the right to (i) terminate these Terms; and (ii) discontinue the Services.

10.4 Upon termination of the Services, all Fees accrued  through the date of termination shall remain due and payable in accordance with the terms hereof and Your right and license to use the Services shall cease. Any provision of these Terms that by its nature imposes continuing obligations on the parties shall survive the termination of discontinuation of the Services.

1. FORCE MAJEURE. COMPANY shall not be responsible for delays resulting from acts beyond the reasonable control of such party, including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes, and other disasters or other events of the same kind.  COMPANY provides no representations regarding the longevity of Web links, which are terminated or disconnected outside COMPANY’s control.
2. REFORMATION/SEVERABILITY.  If any provision of these Terms shall for any reason be held to be invalid or unenforceable, such decision shall not affect, impair or invalidate the remainder of these Terms, but shall be confined in its operation to the provision of these Terms directly involved in the controversy in which the decision was rendered, and the invalid or unenforceable provision shall be reformed so that each party shall have the obligation to perform reasonably to give the other party the benefit of its bargain, provided that no such reformation shall materially increase the burden upon either party without its consent. In the event the invalid or unenforceable provision cannot be reformed, the other provisions or applications of these Terms shall be given full effect, and the invalid or unenforceable provision shall be deemed stricken from these Terms.
3. GENERAL. While the Services are being provided, neither party shall solicit or offer employment to or enter into an agreement with employees of the other for the purpose of causing them to leave the employment of the other.  These Terms shall constitute the entire agreement between the parties regarding the subject matter hereof.  The parties shall not be bound by or liable for any statement, writing, representation, promise, inducement or understanding not set forth above or within the aforementioned documents. These Terms may not be amended or modified except by a written instrument signed by duly authorized officers or representatives of the parties hereto.  Any attempt to modify these Terms by an oral understanding is void and shall have no effect. These Terms shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns only.  Neither party may assign or transfer these Terms to any other person or entity without the prior written consent of the other party, provided however that either party may assign the Agreement to another entity: (i) owning a majority of its outstanding stock; (ii) into which it merges, or (iii) which acquires all or substantially all of its assets.  You acknowledge that COMPANY is an independent contractor and that nothing in these Terms shall be construed so as to create any partnership, joint venture, or employee-employer relationship.  Neither party shall represent itself as having the authority or power to bind, or act on behalf of, the other party.  Headings of articles and sections in these Terms are for the convenience of the parties only; accordingly, they shall not constitute a part of these Terms when interpreting or enforcing these Terms. Each party’s respective obligations under these Terms which are not, by the expressed terms of these Terms, fully to be performed during the term of these Terms shall survive the termination of these Terms for any reason.  All defined terms used in these Terms shall be deemed to refer to the masculine, feminine, neuter, singular and/or plural, in each instance as the context and/or particular facts may require.  Use of the terms “hereunder”, “herein”, “hereby”, and similar terms refer to these Terms.
4. GOVERNING LAW; DISPUTE RESOLUTION. These Terms will be governed by the laws of the State of North Carolina without regard to its conflicts of law provisions. Any dispute or claim arising out of, or in connection with, these Terms shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-567.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any North Carolina court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party.