These Terms & Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Stratus Systems NA, a Nevada limited liability company (“Company”, “Stratus”, “we”, “us”, or “our”), concerning your access to and use of the https://www.stratusinfosystems.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms & Conditions. If you do not agree to these Terms, we ask that you please not use our Site or purchase any of our product or service offerings (collectively our “Services”). Your use of our Site or purchasing our Services constitutes explicit acceptance of these Terms.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms & Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms & Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms & Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms & Conditions by your continued use of the Site after the date such revised Terms & Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms & Conditions prior to you using the Site.
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms & Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have
the legal capacity and you agree to comply with these Terms & Conditions; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside , or if a minor, you have received parental permission to use the Site; (6) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
You are solely responsible for maintaining confidentiality of your password and account information and are responsible for all activity that takes place on your account.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock . We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
Before submitting an order for our Services, please ensure that everything you have ordered is correct. It is your responsibility to ensure that everything is correct in your order.
We accept the following forms of payment:
– Visa
– Mastercard
– American Express
– ACH
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
When you provide payment information, you represent and warrant that the information you provide is
accurate and that you are authorized to use the payment method provided. By providing a credit or debit card, you represent and warrant that you authorize us or our third-party payment processing company to charge your payment method for all charges you incur in connection with your purchase of our Services. You agree that you are responsible to pay for and will pay for all such charges. We do not charge credit card payment processor fees on transactions that are less than $20,000. For transactions larger than $20,000, we ask that you pay via ACH. If you pay via credit card on a transaction over $20,000, we reserve the right to pass the payment processor transaction fees onto you, which you agree to pay and are your responsibility. Typically these are 3% of the transaction.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site. 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 payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
All past-due amounts that you owe us arising out of your non-payment of goods/services will accrue interest at the higher of: (i) three percent (3%), per month, or (ii) the highest amount permitted under applicable law, until paid in full.
By purchasing our Services, you agree that should Stratus engage a third-party collection agency or attorney to collect or recover your past-due amounts owed, you agree that Stratus shall be entitled to recover from you, in addition to all amounts owed and interest, all costs and fees incurred in collection against you, including collection agency fees, reasonable attorney fees, as well as all court/arbitration costs and filing fees that we incur.
The following terms apply if you have placed an order for products or services, which are paid over monthly or annual increments:
Acknowledgment. By placing an order for products or services, which are paid over monthly or annual increments, you acknowledge that you have read, understood, and agreed to be bound by this section, including the non-cancellable and non-refundable nature of the order and the recurring payment obligations. You further acknowledge that these terms are necessary to align with obligations that Cisco imposes on us.
Purchase Commitment. Upon placing an order for goods and/or services with Stratus, you understand and agree that you have entered into a binding purchase agreement to purchase the goods and services, in full, as specified in the order. Your payment-over-time purchase is an installment contract. You acknowledge and agree that, while the full purchase price for the goods and services is due upon order placement, Stratus permits payment to be made in installments over a specified period (“Payment Term”), as outlined in the order. The Payment Term, including the schedule and number of recurring payments, shall be detailed in the order confirmation provided to you.
Recurrent Payment Obligations. You authorize Stratus to charge the agreed-upon recurring payments automatically or invoice you on a monthly or annual basis for the payment of your order. Failure to maintain a valid payment method, have sufficient funds, or pay on your installment agreement does not relieve you of your payment obligations.
Non-Cancellability and No Refunds Given. You acknowledge that, due to Stratus’s obligations as a Cisco partner, all orders are non-cancellable and non-refundable once placed, subject to Cisco’s policies. Upon order placement, you agree that you are irrevocably committed to purchasing the goods and/or services, in full, and fulfilling all recurring payment obligations for the entire Payment Term. This commitment reflects Stratus’s corresponding obligations to Cisco, which require Stratus to fulfill orders without cancellation.
No Early Termination. You may not terminate the order or discontinue recurring payment obligations prior to the completion of the Payment Term, except as expressly required by applicable law or these Terms. Any attempt to cancel or terminate the order does not relieve you of your obligation to make all scheduled payments in full.
Automatic Renewal. Each Order will automatically renew after the initial term (and any renewal term) for the renewal period indicated on the Order (“Renewal Term”) unless: (a) you elect not to automatically renew at the time of the initial order; (b) you turn off auto-renew at any time, or (c) you notify Stratus in writing at least 30 days before the end of your initial (or renewal term) of your intention not to renew. You may submit notices to Stratus via any of the methods listed in these Terms or on our Website. Opting out of auto-renewal does not affect your obligation to make any remaining installment payments for the purchase of goods or services under the installment contract, which remain non-cancellable and binding as set forth in these Terms. In the event of any fee changes, Stratus will notify you reasonably in advance of the upcoming renewal term. New fees may apply for the upcoming renewal term unless You notify Stratus in writing at least 30 days before the renewal date of your intention not to renew. If required by applicable law, 30 days prior to your auto-renewal, Stratus will provide you with a clear and conspicuous notice regarding the auto-renewal of your Order. If you opt out of auto-renewal, any Cisco-provided recurring services may terminate at the end of the current term, which could affect the functionality or support for your product(s). You acknowledge that such termination is consistent with Cisco’s policies and does not relieve you of your payment obligations for the goods or products under the installment contract.
Security Interest. By placing an order for products or services, which are paid over monthly or annual increments, you grant to Stratus a security interest in all goods and products delivered to you under the order, including any Cisco hardware, equipment, or other tangible products (collectively, the “Collateral”), together with all proceeds, replacements, or substitutions thereof. The security interest extends to the Collateral until you have paid the total purchase price, including all installment payments, taxes, fees, and any other amounts owed under the order, in full. You acknowledge and agree that the Collateral remains the property of Stratus, and title to the Collateral shall not pass to Customer until all payments and obligations are fully satisfied, unless otherwise required by applicable law. Customer authorizes Stratus to file a UCC-1 financing statement with the appropriate filing office to perfect Stratus’s security interest in the Collateral. You agree to provide any additional information or documentation reasonably requested by Stratus to facilitate the filing or perfection of the security interest, including but not limited to Customer’s legal name, address, and other required information.
Additional Obligations. You agree that you will not, without Stratus’s prior written consent, sell, transfer, lease, pledge, assign, encumber, or otherwise dispose of the Collateral, or permit the Collateral to be subject to any lien, security interest, or other encumbrance (collectively, “Prohibited Actions”) before the total purchase price is paid in full. Any attempt to engage in a Prohibited Action shall be void and shall constitute an Event of Default (as defined below) under your installment contract. Additionally, until the full order is paid off, you shall not take any action that impairs Stratus’s ownership, security interest, or other rights in the Collateral, including but not limited to modifying, altering, or tampering with the Collateral in a manner that diminishes their value or violates Cisco’s intellectual property rights or policies. Customer shall maintain the Collateral in good condition, reasonable wear and tear excepted and use the Collateral solely in accordance with the manufacturer’s specifications, Cisco’s policies, and applicable laws. You shall bear all risk of loss, damage, or destruction to the Collateral from the time of delivery and, at our request, shall maintain adequate insurance on the Collateral, naming Stratus as an additional insured or loss payee, in an amount sufficient to cover the outstanding balance of the installment contract.
Default and Remedies. If you fail to make any recurring or scheduled payment when due (“Event of Default”), Stratus may, in addition to any remedies available under applicable law or in equity, exercise one or more of the following remedies: (a) suspend or terminate your access to or use of the goods and/or services, including any software licenses or support services provided by Cisco; (b) declare all remaining payments for the Payment Term immediately due and payable; (c) repossess the Collateral; (d) charge interest on overdue amounts at the amounts as listed in these Terms; and/or (e) pursue collection actions, where you will be liable for all reasonable costs of collection, including attorneys’ fees.
Renewal Pricing. The price for renewing a Cisco product or service subscription will be based on Cisco’s current list price at the time of renewal, minus any applicable standard discounts or negotiated concessions offered by Stratus.
Discount Preservation. If your current subscription includes an approved non-standard discount, this discount will automatically apply to your renewal, unless:
In these cases, standard discounts will apply, or a new non-standard discount may need to be negotiated.
Changes in Buying Programs. For renewals where you adopt new Cisco buying programs (e.g., Enterprise Agreements with tiered discounts), standard programmatic discounts or other negotiated discounts provided by Stratus will apply.
Price Adjustments. For Software-as-a-Service (SaaS) renewals with no changes to entitlement levels or quantities (flat capacity renewals), a price increase (price uplift) may apply, as determined by Cisco. This increase is compounded annually.
Contract Consolidations. If your renewal consolidates multiple service contracts or subscriptions into a single existing contract, the discounts from each prior contract will be preserved per line item, provided the renewal is on time. Late renewals may not preserve prior discounts. For consolidations into a new
single contract, any non-standard discounts must be renegotiated.
Promotions. Eligible Cisco push promotions will automatically apply at renewal. Pull promotions are not automatically applied but may be requested by you at the time of renewal, subject to eligibility and Stratus’s approval.
Reservation of Rights. Stratus reserves the right to adjust renewal terms in accordance with Cisco’spolicies and guidelines.
Unless (i) explicitly permitted by Cisco Meraki in writing, (ii) as otherwise explicitly permitted herein, or (iii) otherwise required by law, all purchases of goods or services are final and non-refundable.
Stratus honors the original manufacturer’s return policy from Cisco Meraki, and requests that Stratus be notified of any returns 15 days after delivery in order to administrate a timely return to the manufacturer within the allotted return window. Any return requests must be accepted by the manufacturer prior to Stratus honoring the return/RMA, and cannot supersede a judicial decision by the manufacturer to accept or reject a return request.
Stratus does not personally extend or express any further warranty beyond the manufacturer.
The signer and signer’s organization shall be responsible for any costs or untimely returns resulting from their delay. Further details on the refund policy can be found on the manufacturer’s website. No further services, products, accessories or guarantees is assumed or implied outside of the items listed above.
If you purchase a Qualified EA Purchase (as defined below) and you provide us with sufficient evidence that you plan to close your business, will file for bankruptcy, or have already filed for bankruptcy (or similar) protection, and you have (1) already defaulted on one or more payments to us, or (2) you have disaffirmed or rejected payment obligations to us under applicable bankruptcy laws, you may be entitled to early terminate your EA without having to pay for additional years, subject to the terms of this Section and Cisco’s EA cancellation policy. If you qualify for an EA cancellation, cancellation of your EA will be submitted to Cisco, subject to Cisco’s approval, in accordance with their EA cancellation terms. If Cisco approves the cancellation of your EA, any un-invoiced amounts for subsequent years of the EA will be canceled, subject to a 15% cancellation fee on the Outstanding Balance, which must be paid by you prior to the effective date of your cancellation. “Outstanding Balance” means all remaining amounts owed under your EA that have not yet been invoiced. Failure to pay this cancellation fee will preclude cancellation of your EA.
Following approval of an EA cancellation request by Cisco, the underlying services, licenses, or otherwise will be terminated.
“Qualified EA Purchase” shall mean the purchase of one or more Suites (as defined in the Cisco Enterprise Agreement Program Terms) with a total list price of under $10,000,000, subject to a multi-year enterprise agreement (an “EA”). Qualifying EA purchases exclude: (i) EA’s financed by Cisco Capital, (ii) Suites that containing hardware, (iii) Suites that involve Whole Portfolio Agreements, or (iv) cross catalog purchases.
Under no circumstances will refunds be provided for prior or invoiced payments.
If you (i) purchased a multi-year subscription-only purchase through Cisco’s Annuity Billing Platform, (ii) for use in the United States, and (iii) are a US federal, state, local government, or government-funded public schools, and you (a) clearly conditioned your multi-year subscription service subject to availability of funds after the first year, (b) have been subject to an Event of Non-Appropriation (as defined below), and (c) provide use with sufficient documentation, in our sole discretion, that you have been subject to an Event of Non-Appropriation, Stratus may request from Cisco termination of the subscription, without penalties, subject to Cisco’s written approval.
“Event of Non-Appropriation” means that (a) sufficient funds were not appropriated and budgeted by you or your governing body or will not otherwise be available to continue such payments, and (b) you have exhausted all funds legally available for payment of the subscription beyond the current annual subscription term.
This requires formal documentation of the Event of Non-Appropriation, signed by you, and submission to Cisco at least 60 days before the annual term expires. For subscriptions including Hardware as a Service (“HaaS”), you remain responsible for fees until the HaaS is returned or equivalent Cisco Refresh Hardware payment is made.
No replacement services can be purchased for 120 days post-termination, unless prohibited by law.
No refunds will be issued for prepaid subscription amounts.
We do not permit chargebacks.
If you charge back a payment made to Stratus and Stratus wins the dispute, in addition to other amounts owed hereunder, you agree to pay a one-thousand-dollar ($1,000.00) administrative fee which is not a penalty but is instead ‘liquidated damages’ based on the estimated time, energy, and costs (such as labor) required to fight with your chargeback.
Please be aware that this chargeback policy does not prevent actual disputes nor shall modify any of your rights available under law.
You agree that these liquidated damages are reasonable and were negotiated by you and agreed to prior to agreeing to these Terms & Conditions or purchasing our Services.
You agree that in addition to your other obligations contained herein, you will adhere to all manufacturer specifications with respect to the products you purchase through our Services, including but not limited to operating environment, temperature, cleanliness, configuration, etc. You agree that Stratus will not be liable for any misuse by you of the products you purchase through our Services.
Any hardware and licenses that you purchase from us are for your sole use only and may not be offered for resale, in whole or in part, to any other person or entity. This prohibition on resale is a material condition to your rights under these Terms and you agree that a resale of any hardware and licenses that you purchase from us will be deemed a material breach of these Terms. In addition to any other remedies Stratus may have in law or equity, including injunctive relief, unauthorized resale of hardware and license products purchased from Stratus can lead to account termination and legal action.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions.
You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms & Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms & Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.
Our Site may contain links to third-party websites or services that are not owned or controlled by us. Stratus has no control over, and assumes no responsibility for, the content, privacy policies, or business practices of any third-party companies or persons. We strongly encourage you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
By using our Site or purchasing our Services, you expressly waive Stratus, our employees, agents, owners, and principals from all liability arising from your use of any content, plans, or services provided by third-parties.
We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms & Conditions. Please be advised the Site and the Marketplace Offerings are hosted in the United States. If you access the Site or the Marketplace Offerings from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
These Terms & Conditions shall remain in full force and effect while you use the Site or are using our Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS & CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS & CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms & Conditions will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.
These Terms & Conditions and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms & Conditions (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD
HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Las Vegas, Nevada. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Las Vegas, Nevada, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms & Conditions.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief; and (d) non-payment of any monies you owe Stratus. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE AND OUR SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
SOME OF OUR SERVICES ARE RELIANT ON THE GOODS/SERVICES OF THIRD-PARTIES. WE DO NOT AND CANNOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY OF THESE THIRD-PARTY GOODS/SERVICES.
BY PURCHASING OUR SERVICES, YOU HEREBY EXPLICITLY WAIVE AND RELEASE STRATUS AND ITS OWNERS, EMPLOYEES, AND AGENTS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITIES, CAUSES OF ACTION, CLAIMS, AND DEMANDS THAT ARISE IN ANY WAY RELATED TO YOUR INJURY, LOSS, HARM, OR SIMILAR THAT OCCURS ARISING OUT OF YOUR MISUSE OF OUR SERVICES OR THE PURCHASE OF A PRODUCT OR SERVICE SUBJECT TO A CLAIM ARISING OUT OF THE LIABILITY OF THE MANUFACTURER AND NOT STRATUS.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $10,000.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; ( 2) breach of these Terms & Conditions; (3) any breach of your representations and warranties set forth in these Terms & Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms & Conditions and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us.
Our failure to exercise or enforce any right or provision of these Terms & Conditions shall not operate as a waiver of such right or provision. These Terms & Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms & Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms & Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms & Conditions or use of the Site. You agree that these Terms & Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms & Conditions and the lack of signing by the parties hereto to execute these Terms & Conditions.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Stratus Systems NA, LLC
5940 S Rainbow Blvd Ste 400, PMB 69751,
Las Vegas, NV, 89118
Phone: 2818268231
Email: [email protected]
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