Strumn Terms and Conditions
THESE GENERAL TERMS OF USE (“TERMS OF USE”) ARE A LEGAL AGREEMENT BETWEEN YOU, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL, AND US, AND IT GOVERNS YOUR USE OF THE STRUMN.COM WEBSITE AND SOFTWARE APPLICATION AND ALL OF OUR SERVICES AND CONTENT AVAILABLE ON OR THROUGH THE WEBSITE (THE STRUMN.COM WEBSITE, OUR SOFTWARE APPLICATION AND ALL OF OUR SERVICES AND CONTENT ARE, INDIVIDUALLY AND COLLECTIVELY, THE “WEBSITE”).
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE. BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN YOU MAY NOT ACCESS THE WEBSITE OR USE ANY OF ITS OR OUR SERVICES. IF THESE TERMS OF USE ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS OF USE. BY ACCESSING OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS OF USE AND AGREE TO BE BOUND BY THEM. IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE. “WE”, “US”, AND “OUR” REFER TO STRUMN, LLC.
Any new features or tools which are added to the current store on the Website shall also be subject to these Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
1. Electronic Contracts
a. Your use of the Website includes the ability to enter into agreements and/or make transactions electronically.
b. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
c. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF THESE TERMS OF USE AND TO PAY FOR ANY OF OUR PRODUCTS AND SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
2. Sign up and Acceptance
By using with the Website:
a. You agree to the terms contained in this Agreement.
b. You fully understand and agree that you have established a business relationship with Us.
c. YOU AGREE THAT WE MAY CONTACT YOU BY TELEPHONE OR BY EMAIL REGARDING OTHER PRODUCTS OR SERVICES OFFERED BY OR THROUGH US EVEN IF YOUR TELEPHONE NUMBER IS ON A DO-NOT-CALL REGISTRY OR SIMILAR LIST.
d. We provide means by which you may opt-out of further communication.
e. You are an adult (18 or older) resident of the United States of America (USA).
f. The Terms of Use also apply to any future change in our products and/or services.
g. By using the Website, you represent to us that you have read, understood, and agree to all terms, conditions, and notices contained or referenced in these Terms of Use and on the Website and agree to follow all applicable laws and regulations.
3. Changes to Terms of Use. We may modify these Terms of Use at its sole discretion from time to time by posting modified Terms of Use on the Website. Your continued use of the Website and/or any software or application offered by us from that point forward will constitute agreement to such modifications. We will change the “Last Updated” date on its login screen into our application and on our public domain Website page located at strumn.com. Please review these Terms of Use periodically to be aware of any changes. As long as you comply with these Terms of Use, we grant you a non-exclusive, non-transferable, limited privilege to enter and use the Website and/or usage of any software or application offered by us.
4. INFORMATION ONLY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
a. THE SITES AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TEXT, GRAPHICS, IMAGES, VIDEOS, AUDIO RECORDINGS, AND ANY OTHER MATERIAL AND CONTENT CONTAINED ON OR AVAILABLE THROUGH THE WEBSITE AND SERVICES (THE “MATERIALS”), ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY.
b. ALTHOUGH WE MAKE REASONABLE EFFORTS TO COMPILE AND UPDATE ACCURATE INFORMATION, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT THE WEBSITE, SERVICES OR MATERIALS ARE ACCURATE, COMPLETE OR UP TO DATE.
c. WE HAVE NO CONTROL, NOR ANY DUTY TO TAKE ACTION, REGARDING: (i) ANY MATERIALS ACCESSED BY YOU IN, ON, THROUGH OR BY THE WEBSITE AND SERVICES; (ii) THE EFFECTS THE MATERIALS MAY HAVE ON YOU; OR (iii) HOW YOU MAY INTERPRET THE MATERIALS.
5. Right to Use. Subject to these Terms of Use, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Website. The Website may contain copyrighted material, trademarks, and other proprietary information and materials. Except for content that is in the public domain or content that you have permission to use in connection with your use of Website and in compliance with these Terms of Use, you shall not copy, modify, publish, transmit, distribute, perform, or display any content, nor shall you sell, license, rent, or otherwise use or exploit any content for commercial use or in any way that violates any third party’s right. We may (but are not required to) remove, block, edit or modify any content in our sole discretion at any time for any reason or no reason at all and without notice to you. We reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to satisfy applicable laws or protect the rights, property or safety of us and our employees, agents, users and the public.
6. Copyright Use Restrictions. You shall not: (a) copy, modify, or create derivative works or improvements of the Website or Intellectual Property (as defined below); (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any part of the Website or Intellectual Property to any person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Website or Intellectual Property, in whole or in part; (d) bypass or breach any security device or protection used by the Website or Intellectual Property or access or use the Website or Intellectual Property other than through the use of your own then valid access credentials; (e) input, upload, transmit, or otherwise provide to or through the Website any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful or malicious code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Website or Intellectual Property, or our provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any Intellectual Property or proprietary rights notices from any Website or Intellectual Property, including any copy thereof; (h) access or use the Website or Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any of our rights, title, or interest in the Website and any Intellectual Property, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user), or that violates any applicable law; (j) access or use the Website for purposes of competitive analysis of the Website, the development, provision, or use of a competing service or product or any other purpose that is to our detriment or commercial disadvantage; (k) access or use the Website to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or (l) otherwise access or use the Website beyond the scope of the authorization granted under these Terms of Use.
“Intellectual Property” means any of our intellectual property or any third party licensors in any jurisdiction throughout the world, including, but not limited to: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, uniform resource locators and e-mail addresses, and rights in telephone numbers, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (v) all software, including computer programs, machine-readable instruction sets or data in computerized form, whether in source code, object code or other form, and all data, databases and related documentation, (vi) all other proprietary rights and (vii) all copies and tangible embodiments thereof (in whatever form or medium).
7. Certain Other Restrictions. In no event will you disassemble, decompile, or reverse engineer the Website or any of the Intellectual Property or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (a) converting the Intellectual Property from a machine-readable form into a human-readable form; (b) disassembling or decompiling the Intellectual Property by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (c) examining the machine-readable object code that controls the Intellectual Property’s operation and creating the original source code or any approximation thereof by, for example, studying the Intellectual Property’s behavior in response to a variety of inputs; or (d) performing any other activity related to the Intellectual Property that could be construed to be reverse engineering, disassembling, or decompiling.
8. License to you Data. You hereby grant to us a royalty-free, perpetual, worldwide, fully paid-up, unlimited and non-exclusive license to use, upload, display, copy and store all of your Data. “Data” means information, data, and other content, in any form or medium that is collected downloaded, or otherwise received, directly or indirectly from you by or through the Website. For the avoidance of doubt, your Data does not include any Content (defined below) submitted by you to us via the Website.
9. Submitted Content. The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and/or other interactive features that may allow you to submit, post, display, publish or transmit comments, feedback, background information, messages, photographs, audio, videos, suggestions, questions, reviews and any other related content through the Website (the “Content”). By submitting the Content, you represent and warrant that you are the sole author and owner of the Content and the Content supplied by you will not violate these Terms of Use, or any applicable law and will not cause any injury to any person or entity.
a. You also represent and warrant that the Content is NOT, as determined by us in our sole and absolute discretion, any of the following: false, inaccurate, misleading, a violation of any local, state, federal, international or other applicable law, or otherwise obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity, including as such relates to the harassment, degradation, intimidation, or victimization of an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; an infringement on the rights of others, such as infringements on any patent, copyright, trademarks, trade secret, publicity or privacy rights; an advertisement, solicitation or spam link to other websites or individuals, except if such an advertisement or solicitation has been expressly consented to in writing by us; a chain letter or pyramid scheme, or part of a chain letter or pyramid scheme; an impersonation of, and does not purport to impersonate, another business, person, or entity, including us and our employees and agents; or a virus or other harmful computer code, and does not contain a virus or other harmful code.
b. You expressly agree that all Content submitted to Website will not be considered confidential or proprietary and you automatically grant and/or warrant to us a royalty-free, perpetual, irrevocable, worldwide, fully-paid up, unlimited, and non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate distribute, perform and display the submission and/or the Content in any media or medium, or any form, format or forum whether now known or hereafter developed. You expressly acknowledge that any Content contributed by you may be publicly accessible or viewable.
c. You further understand and acknowledge that we have the right, but not the obligation, to monitor all Content and any submission made to or on the Website. We have the right, in our sole and absolute discretion and for any reason, to edit, delete, move, or to refuse to post any Content or any other submission to the Website.
d. NOTWITHSTANDING THE FOREGOING, YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT AND/OR ANY OTHER SUBMISSION YOU MAKE TO OR ON THE WEBSITE AND YOU AGREE TO INDEMNIFY US FOR ALL CLAIMS RELATED TO OR ARISING FROM SUCH CONTENT AND/OR SUBMISSIONS.
10. Eligibility. THE WEBSITE IS NOT DIRECTED TOWARDS, NOR INTENDED FOR USE BY, ANYONE UNDER THE AGE OF 18. IF YOU ARE UNDER 18, YOU MAY NOT, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, USE THE WEBSITE. By accessing or using the Website, you represent and warrant that you (a) have the right, authority, and capacity to enter into these Terms of Use, (b) will abide by all of the terms and conditions of these Terms of Use, and (c) are at least 18 years of age. You hereby expressly acknowledge and agree that your eligibility to access and use the Website shall be contingent on your continued compliance with these Terms of Use.
11. Accounts. You may need to sign up for an account with us in order to use part or all of the Website. You must provide accurate and up to date information for your account, and you represent and warrant that you have not and will not (a) intentionally impersonate another person or entity by using their name or email address, (b) use an offensive name or email address, or (c) use a name or email address for which you does not have proper authorization. We reserve the right to require that you change your username or use another email address. You are prohibited from using another person’s account or registration information for the Website without such other person’s permission. You shall be responsible for all activity that occurs on your account, and for keeping your password secure. You shall immediately notify us if there is any unauthorized use of your account. You may delete your account at any time, either directly or through a request to us.
12. Third Party Software. The Website or the Intellectual Property may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Terms of Use. By accepting these Terms of Use, you are also accepting the additional terms and conditions, if any, set forth therein.
13. Links to Other Websites & Third-Party Content. The Website may contain links to or be linked from other websites and resources located on servers maintained by third parties over which we have no control (“Linked Websites”). The Linked Websites are provided for your convenience and information only and, as such, you access them at your own risk. You agree and acknowledge that we are not responsible for, and do not endorse or warrant, the content of or anything that may be delivered to you or your computer as a result of accessing any Linked Websites, whether or not we are affiliated with the owners of such Linked Websites. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE ANY CLAIMS RELATED TO, AND WE ARE NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR, YOUR ACCESS OF ANY INFORMATION ON OR USE OF THE LINKED WEBSITES, INCLUDING BUT NOT LIMITED TO, ANY VIRUSES OR OTHER ILLICIT CODE THAT MAY BE DOWNLOADED THROUGH A LINKED WEBSITE, OR BY ACCESSING A LINKED WEBSITE.
The information presented on or through the Website and/or the Intellectual Property is made available solely for general information purposes and we do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on the Website and/or the Intellectual Property by you or any other party who may be informed of any the information contained on, in, through or by the and/or the Intellectual Property. The Website may include information and content provided by third parties, including the Content and other materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services (“Third-Party Content”). ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THE THIRD-PARTY CONTENT, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT AND MATERIALS PROVIDED BY US, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING SUCH THIRD-PARTY CONTENT. THE THIRD-PARTY CONTENT DOES NOT NECESSARILY REFLECT OUR OPINION AND WE ARE NOT RESPONSIBLE OR LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE ACCURACY OF ANY OF THE THIRD-PARTY CONTENT.
14. Reservation of Rights. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NOTHING IN THESE TERMS OF USE GRANTS ANY RIGHT, TITLE, OR INTEREST IN OR TO (INCLUDING ANY LICENSE UNDER) ANY INTELLECTUAL PROPERTY IN OR RELATING TO THE WEBSITE OR ANY INTELLECTUAL PROPERTY PROVIDED BY US TO YOU, WHETHER EXPRESSLY, BY IMPLICATION, ESTOPPEL, OR OTHERWISE. All right, title, and interest in and to the Website and Intellectual Property will remain with us (subject to any limitations associated with intellectual property rights of third parties with respect to Intellectual Property provided by such third parties), even if enhancements or other changes are suggested or requested by you and become incorporated into the Website or Intellectual Property.
15. DISCLAIMER OF WARRANTIES. ALL OF THE WEBSITE AND INTELLECTUAL PROPERTY ARE PROVIDED “AS IS.” WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE WEBSITE AND/OR INTELLECTUAL PROPERTY FURNISHED BY US, OR RESULTS OF THE ACCESS OR USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. All third-party materials are provided “as is” and any representation or warranty of or concerning any third-party content, services, or Intellectual Property is strictly between you and the third-party owner or distributor of such content, services, or Intellectual Property.
16. Indemnification. You shall indemnify, defend, and hold us and our subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) harmless from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers), incurred by any Indemnitee arising out of or resulting from, or are alleged to arise out of or result from: (a) your Content and your Data, including any processing of your Content or your Data by or on our behalf in accordance with these Terms of Use; (b) your use or misuse of, or access to, the Website and/or Intellectual Property, or otherwise from your violation of these Terms of Use, or infringement by you, or any third party using your account or identity in the Website, of any intellectual property or other right of any person or entity; (c) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under these Terms of Use; and (d) any interpretation by, or effects on, you relating to or arising from the Website or Intellectual Property.
17. LIMITATION OF LIABILITY. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SITES OR SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (e) COST OF REPLACEMENT GOODS OR SERVICES; (f) LOSS OF GOODWILL OR REPUTATION; (g) ANY DIRECT DAMAGES IN EXCESS OF $100.00, OR (h) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
18. Termination. We may terminate or suspend your account or access to the Website at any time for any reason, with or without notice to you. Such termination or suspension may result in the loss of some or all information, including any Content and Data, associated with your account. All provisions of these Terms of Use which by their nature should survive termination shall survive, including without limitation, all ownership, indemnity and limitation of liability provisions, warranty disclaimers, and dispute procedures.
19. Miscellaneous.
a. In General. These Terms of Use include any other generally-applicable terms available on the Website (including but not limited to our Privacy Policy, which you can review by clicking here Privacy Policy/Cookie Policy (the “Privacy Policy”), all of which are made part of these Terms of Use.
b. Purpose of the Website. This Website is owned by us and its purpose is to facilitate the sale of its products and services to its consumers. We do not endorse, recommend or favor any individual or firm listed on this Website. We may, in the future, offer new products or services through the Website (including, the release of new tools and resources). Such new products or services shall also be subject to these Terms of Use.
c. Online Store Terms. By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of any of our products and services, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of this Section 4(b) will result in an immediate termination of your services and may result in criminal or civil prosecution.
d. Product Pricing; Products.
i. Prices for our products are subject to change without notice. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of any of our products or services.
ii. Certain products or services may be available exclusively online through the Website. These products or services may have limited quantities and are subject to return or exchange only according to our policies. We have made every effort to display as accurately as possible the colors and images of our products as they appear. We cannot guarantee that your computer monitor’s display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations.
iii. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
e. Accuracy of Account and Billing Information. You agree to provide current, complete and accurate purchase and account information for all purchases made through the Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
f. Listings; Advertising. This Website contains information related to certain customers or subscribers to our services (hereinafter referred to as “Subscribers”) along with other related service information. The Subscribers either provide the information or we obtain the information from various sources generally deemed reliable. We cannot warrant the validity of the information, nor do we guarantee the quality of the services provided by the Subscribers. We are not responsible for any material, information or products or services contained on the Subscribers’ websites or otherwise provided by Subscribers. Although attention has been taken to provide the most reliable, accurate and current information, all users of the Website and/or any software or application offered by us are encouraged to make their own independent investigation and evaluation of any Subscriber they might engage.
g. General Conditions. We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
h. Data Disclaimer. Though we make reasonable efforts to ensure that any data made available on the Website or our system application is accurate and reliable, this information is not guaranteed and may be subject to other terms and conditions imposed by the provider of such data. We do not guarantee, and assume no responsibility for, the accuracy, timeliness, correctness, or completeness of such information. You acknowledge that (a) our third party service providers may provide copies of documents and data filed through our Website to third parties and (b) that such copies do not consist of nor contain Confidential Information as they are publicly filed by permission of you.
i. Limited License; Permitted Uses. You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Website and/or any software or application offered by us strictly in accordance with these Terms of Use; (b) to use the Website and/or any software or application offered by us exclusively for internal and business purposes; and (c) to print out discrete information and search results from the Website and/or any software or application offered by us exclusively for internal, and business purposes, provided that you maintain all copyright and other notices contained therein.
You may not make any other use of the Website and/or any software or application offered by us without our express consent. Be aware that products, services and content provided by third parties, even if contained in the Website, may be subject to additional terms, conditions and permissions, so this license does not necessarily govern your rights with respect to products, services and content provided by third parties, even if the same are found on the Website.
j. Personal Information. Your submission of personal information is governed by our Privacy Policy.
k. Restrictions and Prohibitions on Use. Except as expressly authorized by us, you shall not and shall cause all of your users to not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Website and/or any software or application offered by us to any third party in any way, (ii) access the Website and/or any software or application offered by us in order build a competitive product or service, (iii) copy, modify, harvest data from, or make any derivative works based upon the Website and/or any software or application offered by us, including without limitation to create a directory of Subscriber or mailing lists with data retrieved from this Website; (iv) use any part of the Website, or any of our products or services for any unlawful purpose; (v) solicit others to perform or participate in any unlawful acts; (vi) violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vii) infringe upon or violate our intellectual property rights or the intellectual property rights of others; (viii) harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (ix) submit false or misleading information; (x) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or of any related website, other websites, or the Internet; (xi) collect or track the personal information of others; (k) spam, phish, pharm, pretext, spider, crawl, or scrape; (xii) use the Website for any obscene or immoral purpose; or (xiii) interfere with or circumvent the security features of the Website or any websites, or the Internet. We reserve the right to terminate your use of and access to the Website or any related website for violating any of the prohibited uses.
l. Transactions and Interactions with Subscribers or other Third Parties. We will not be liable in any way in connection with, any of the offerings, products or services advertised on or through the Website by any user (including Subscribers), or any sites on the Internet that may be directly or indirectly accessed through links in the Website that are not owned and operated by us, including but not limited to liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content therein. You acknowledge and agree that we are not a party to any transaction between you and any other user of the Website, even if that transaction is facilitated, in whole or in part, through the Website. YOUR INTERACTIONS WITH ANY OTHER USER, INCLUDING PAYMENT AND DELIVERY OF PRODUCTS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND SUCH OTHER USER AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INTERACTIONS ARE AT YOUR OWN RISK. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. YOU ALSO UNDERSTAND AND AGREE THAT IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER, WE HAVE NO OBLIGATION TO BECOME INVOLVED. YOU HEREBY RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR INTERACTIONS WITH ANY OTHER USER, INCLUDING ANY DISPUTES ARISING IN CONNECTION THEREWITH.
m. Intellectual Property Rights. Except for the limited license contained in Section 5(d) above, nothing in these Terms of Use grants or should be construed to grant to you any licenses or rights, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that all rights, title and interest (including all copyrights, trademarks, service marks, patents and other intellectual property rights) in this Website and/or any software or application offered by us and its content belong to us, our licensors, or Subscribers, as applicable.
The “Strumn” name, “strumn.com” name and logo, and the product and service names and logos associated with the Website and/or any software or application offered by us are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever.
n. No Solicitation. Consistent with our Privacy Policy, you shall not, and shall cause your users to not, use the Website, directly or indirectly, for the purpose of transmitting any unsolicited communications over the Internet to other users or any other third parties. In forums or other interactive features made available through this Website, you may discuss or recommend third-party websites, products or services, so long as you have no financial interest in and receive no direct or indirect benefit from such websites, products or services, or the recommendation of such.
o. Third-Party Content. Third-party content may be accessible via links from this Website. We shall not be responsible for, and have no liability for, any mistakes, misstatements or violations of law, defamation, omissions, falsehood, obscenity, infringements or profanity in the statements, opinions, representations or any other form of content contained in such third-party content accessed through the Website. You understand that the information and opinions in such third-party content represent the thoughts of the Third-Party exclusively and is not endorsed by us, nor does it reflect our opinions, position or beliefs.
p. Registration. Certain sections of this Website may require you to register. If registration is requested, you agree to provide us with accurate and complete registration information. Your registration must be done using your real name and accurate information. We do not permit any other person using the registered sections under your username or email. You are responsible for preventing such unauthorized use, as well as for any consequences of such unauthorized use.
q. DISCLAIMER. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS. WE EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM, DATA, OR CONTENT, (II) THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY CONTENT, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU OR YOUR USERS, DIRECTLY OR INDIRECTLY, THROUGH USE OF THE WEBSITE WILL MEET YOUR OR YOUR USERS’ REQUIREMENTS OR EXPECTATIONS, OR (IV) THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE FEATURES, FUNCTIONALITY OR CONTENT OF THE WEBSITE AT ANY TIME WITHOUT ANY NOTICE OR LIABILITY TO YOU.
r. LIMITATION OF LIABILITY AND DAMAGES. WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (I) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (II) ANY OF YOUR CONTENT OR ANY THIRD PARTY CONTENT ON OR ACCESSIBLE VIA THE WEBSITE (INCLUDING YOUR PARTICIPATION IN MESSAGE BOARDS, BLOGS, WIKIS OR E-MAIL FORUMS AND ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE), (III) THE UNAVAILABILITY OF THE WEBSITE OR ANY PORTION THEREOF, (IV) YOUR USE OF THE WEBSITE, (V) YOUR MISUSE OF THE WEBSITE, OR (VI) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED BY YOU OR YOUR USERS, DIRECTLY OR INDIRECTLY, THROUGH USE OF THE WEBSITE. WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) FOR ANY REASON, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT ANY OF THE FOREGOING LIMITATIONS ON LIABILITY DO NOT APPLY TO YOU OR ARE PROHIBITED BY LAW, OUR SOLE OBLIGATION AND LIABILITY TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.
s. Unlawful Activity. Please note that we reserve the right to investigate complaints or violations of our Terms of Use or other policies or of applicable law, rule or regulation, and to take any action we deem appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile(s), email addresses, usage history, posted materials, IP addresses and traffic information.
t. No Expectation of Privacy. We retain the right, with or without cause or notice to you, to access or monitor all Computer Information. You agree that you have no reasonable expectation of privacy in the Computer Information and expressly waive any right of privacy or similar right in the Computer Information. You agree that any Computer Information is or shall become our sole and exclusive property. “Computer Information” means all data, files, information and communications created, received, or stored on or passed through our computer and communications systems by you.
u. Indemnification. You agree to indemnify and hold us, our officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) Your Content; (b) any breach by you of these Terms of Use or any act or omission of any of your users which would constitute a violation of these Terms of Use if done by you; or (c) any transaction or interaction between you or your users and any other person (including any other user), regardless of whether such transaction or interaction was facilitated in whole or in part by or through the Website. This obligation survives any termination of these Terms of Use.
v. Remedies for Violations. We reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to the Website and its features.
In addition, we reserve the right to terminate these Terms of Use or suspend your and/or your user’s access to the Website on notice to you if you or your users breach any provision of these Terms of Use. Upon termination, you and your users’ right to access or use the Website pursuant to these Terms of Use immediately terminate.
w. Governing Law, Jurisdiction and Non-Waiver. These Terms and Conditions of Use are governed by and construed in accordance with the laws of the State of Utah without giving effect to its conflict of law principles or any other principles that would result in the application of a different body of law. YOU HEREBY AGREE THAT, EXCEPT FOR ACTIONS REGARDING INJUNCTIVE OR OTHER EQUITABLE RELIEF AS SET FORTH BELOW, THE COURTS LOCATED IN UTAH COUNTY, UTAH, USA, WILL HAVE SOLE AND EXCLUSIVE VENUE AND JURISDICTION FOR THE RESOLUTION OF ANY AND ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF THE WEBSITE AND YOU HEREBY IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND IRREVOCABLY WAIVE ANY OBJECTIONS THERETO. YOU HEREBY IRREVOCABLY CONSENT TO SERVICE OF PROCESS FOR ALL ACTIONS IN SUCH COURTS. ANY JUDGMENTS RENDERED BY SUCH COURTS MAY BE ENTERED AND ENFORCED AGAINST YOU IN ANY JURISDICTION WHERE YOU OR YOUR ASSETS ARE LOCATED. NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS OF USE, WE MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF TO ENFORCE OR PROTECT ITS RIGHTS HEREUNDER IN ANY COURT OF COMPETENT JURISDICTION THAT WE DEEM APPROPRIATE. The failure of either party to enforce any rights hereunder shall not constitute a waiver of any terms or conditions of these Terms of Use.
x. Severability of Provisions. These Terms of Use and any policies or operating rules posted by us on this site or in respect to the Website constitutes the entire agreement and understanding between you and us and govern your use of and access to the Website, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). If any provision of these Terms of Use is found unlawful, void or unenforceable, such provision shall be deemed to be revised to a valid and enforceable provision that most closely approximates the original intent of the parties (or, if such revision is not permissible, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability), and the remaining provisions of these Terms of Use shall not be affected, and shall remain in full force and effect.
y. Modifications to Terms of Use; Additional Features. We reserve the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on this Website and/or any software or application and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of the Website and/or any software or application offered by us after any such changes constitutes your consent to such changes. In addition, from time to time, we may offer you new or additional features; additional terms may apply to these features and such additional terms will be deemed part of these Terms of Use (and if they conflict with other terms of these Terms of Use, they shall control with respect to such new or additional features). Subscribing to or using such new or additional features constitutes your consent to such additional terms.
z. No Waiver; Ambiguities. The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.
aa. Terms and Services/Payments Terms of Service. You agree that any payments required to be made will be paid as follows:
i. Strumn Fee. If you are the performance venue or booking agent, you agree to pay us a sum equal to (A) the fee being charged by the performer for the event and (B) a “Strumn Fee” equal to a percentage of the event and/or flat rate per event. This fee and the calculation of the fee will be displayed on your Strumn profile prior to confirming the event with a performer. Upon confirming the event, you agree to pay the displayed Strumn fee.
ii. Payments From Venues. If you are the performer, you agree that you will perform at each event according to terms set forth in a written contract between you and the respective third-party venue or booking agent. Furthermore, you agree that all payments due under that contract will be made in accordance with the terms and conditions of that contract, and not in accordance with the terms and conditions set forth herein. As such, no payment shall be due to you by us, and you agree to indemnify and hold us harmless from any claims that we have any responsibility to make any payments to you except as otherwise set forth herein. Payments made or due by the third-party venue or booking agent under the contract between you and said venue or booking agent are not to be considered payments made by us, or payments that are required to be made by us. You acknowledge that, by separate agreement with us, it has been agreed that the Strumn Fee will be paid out of the entire sum received from the venue and that such payment will be made to us before any payment is made to you.
bb. Refund Policy. We strive to ensure a clear understanding of financial relations between each performer and each venue with respect to the services we provide. This policy applies to all services and features made available through the Website and any related application owned by us.
i. Cancellation of an Engagement. If a performer cancels or postpones an event prior to the event, we will provide a full refund to the venue of that part of the Strumn Fee that is paid to us by the venue for the event and that is earmarked to pay the performer for his or her participation in the event. We will also provide a full refund of a portion of the Strumn Fee that was charged (the processing fees for credit card or ACH will not be not refunded as they are out-of-pocket costs to us).
ii. Refund Procedure. You are required to send your refund request to Strumn. Each refund decision shall be made within 30 days of receipt of the refund request.