You agree to the following terms and conditions (the "agreement") governing Your use of StrategyBlocks's online service, including offline components (collectively, the "service"). If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these terms and conditions, 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 and conditions, You must not use the service.
As part of the Service, StrategyBlocks will provide you with use of the Service, including a browser interface and data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the StrategyBlocks website incorporated by reference herein, including but not limited to StrategyBlocks's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. The Service may be offered in two editions: Standard Edition and Private Edition. Please see our website for feature differences between the two editions (depending on current availability).
StrategyBlocks's privacy and security policies may be viewed at https://www.strategyblocks.com/ StrategyBlocks reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, StrategyBlocks occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that StrategyBlocks can disclose the fact that you are a paying customer and the edition of the Service that you are using.
Unless otherwise agreed by StrategyBlocks in writing, use of the Services and Content are purchased as subscriptions only (not on a licensed basis). StrategyBlocks hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by StrategyBlocks and its licensors. You may not access the Service if you are a direct competitor of StrategyBlocks, except with StrategyBlocks's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) provide subscriptions to, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User subscriptions cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Certain editions of the Service may offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited for the Standard Edition Service to 50 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 1000 calls/day/account.
Certain editions of the Service may offer a private non-shared deployment, such as the Private Edition. In these instances, StrategyBlocks will be provisioned with 24 hourly, 7 days a week remote access to the host servers (on a mutually agreed port and single IP address) to fully enable (i) the Service to be updated and synchronized (ii) a means of troubleshooting the Service (iii) the ability to remove the Service subject to the provisions for termination for expiration or cause contained in this Agreement.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify StrategyBlocks immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to StrategyBlocks immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another StrategyBlocks user or provide false identity information to gain access to or use the Service.
StrategyBlocks does not own any data, information or material that you submit to the Service in the course of using the Service ("Strategy Data"). You, not StrategyBlocks, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Strategy Data, and StrategyBlocks shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Strategy Data. In the event this Agreement is terminated (other than by reason of your breach), StrategyBlocks will make available to you a file of the Strategy Data within 30 days of termination if you so request at the time of termination. StrategyBlocks reserves the right to withhold, remove and/or discard Strategy Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Strategy Data immediately ceases, and StrategyBlocks shall have no obligation to maintain or forward any Strategy Data.
StrategyBlocks alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the StrategyBlocks Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the StrategyBlocks Technology or the Intellectual Property Rights owned by StrategyBlocks. The StrategyBlocks name, the StrategyBlocks logo, and the product names associated with the Service are trademarks of StrategyBlocks or third parties, and no right or license is granted to use them.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. StrategyBlocks and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. StrategyBlocks does not endorse any sites on the Internet that are linked through the Service. StrategyBlocks provides these links to you only as a matter of convenience, and in no event shall StrategyBlocks or its licensors be responsible for any content, products, or other materials on or available from such sites. StrategyBlocks provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different subscription, license or other terms prior to your use of or access to such software, hardware or services.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User subscriptions requested times the User subscription fee currently in effect. Payments are to be made annually or monthly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all User subscriptions ordered for the entire Subscription Term, whether or not such User subscriptions are actively used. You must provide StrategyBlocks with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized representative may add subscriptions by executing an additional written Order Form. Added subscriptions will be subject to the following: (i) added subscriptions will be coterminous with the pre-existing Subscription Term (either Initial Term or renewal term); (ii) the subscription fee for the added subscriptions will be the then current, generally applicable subscription fee; and (iii) subscriptions added in the middle of a billing month will be charged in full for that billing month. StrategyBlocks reserves the right to modify its fees and charges and to introduce new charges at any time, upon publication via http://strategyblocks.com. All pricing terms are confidential, and you agree not to disclose them to any third party.
The maximum disk storage space provided to you at no additional charge for the Standard Edition Service, is the lessor of 10 GB or an aggregate of 100 MB per User subscription, unless otherwise agreed by StrategyBlocks in writing. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. StrategyBlocks will use reasonable efforts to notify you when the average storage used per subscription reaches approximately 90% of the maximum; however, any failure by StrategyBlocks to so notify you shall not affect your responsibility for such additional storage charges. StrategyBlocks reserves the right to establish or modify its general practices and limits relating to storage of Strategy Data.
You agree to provide StrategyBlocks with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, StrategyBlocks reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless StrategyBlocks in its discretion determines otherwise, entities will be billed in U.S. dollars, Euros or local currency and be subject to payment terms and pricing schemes at the discretion of StrategyBlocks.
In addition to any other rights granted to StrategyBlocks herein, StrategyBlocks reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User subscriptions during any period of suspension. If you or StrategyBlocks initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges & Fees Payment section above. You agree that StrategyBlocks may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
StrategyBlocks reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that StrategyBlocks has no obligation to retain Strategy Data and that such Strategy Data may be irretrievably deleted if your account is 30 days or more delinquent.
Any breach of your payment obligations or unauthorized use of the StrategyBlocks Technology or Service will be deemed a material breach of this Agreement. StrategyBlocks, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, StrategyBlocks may terminate a free account at any time in its sole discretion. You agree and acknowledge that StrategyBlocks has no obligation to retain the Strategy Data, and may delete such Strategy Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. StrategyBlocks represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online StrategyBlocks help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
StrategyBlocks and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. StrategyBlocks and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the service will meet Your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to You strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by StrategyBlocks and its licensors.
You shall indemnify and hold StrategyBlocks, its licensors and each such party's parent organizations, subsidiaries, affiliates, 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: (i) a claim alleging that use of the Strategy Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that StrategyBlocks (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release StrategyBlocks of all liability and such settlement does not affect StrategyBlocks's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
StrategyBlocks shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, 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: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by StrategyBlocks of its representations or warranties; or (iii) a claim arising from breach of this Agreement by StrategyBlocks; provided that you (a) promptly give written notice of the claim to StrategyBlocks; (b) give StrategyBlocks sole control of the defence and settlement of the claim (provided that StrategyBlocks may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to StrategyBlocks all available information and assistance; and (d) have not compromised or settled such claim. StrategyBlocks shall have no indemnification obligation, and you shall indemnify StrategyBlocks pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
StrategyBlocks's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. StrategyBlocks is not responsible for any delays, delivery failures, or other damage resulting from such problems.
In no event shall StrategyBlocks's aggregate liability exceed the amounts actually paid by and/or due from You in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall StrategyBlocks and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of Data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the damages being sought from StrategyBlocks or its licensors have been previously advised of the possibility of such damages.
This Agreement, and any matters relating to it, will be governed, construed and interpreted in accordance with the laws of New Zealand, and are subject to the exclusive jurisdiction of the New Zealand Courts. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
StrategyBlocks may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in StrategyBlocks's account information, or by written communication sent by mail to your address on record in StrategyBlocks's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or 12 hours after sending (if sent by email). You may give notice to StrategyBlocks (such notice shall be deemed given when received by StrategyBlocks) at any time by a registered letter delivered by an internationally recognized delivery service to StrategyBlocks at the following address: StrategyBlocks, Level 9, 57 Fort Street, Auckland, New Zealand; addressed to the attention of: Chief Operating Officer.
StrategyBlocks reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of StrategyBlocks but may be assigned without your consent by StrategyBlocks to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of StrategyBlocks directly or indirectly owning or controlling 50% or more of You shall entitle StrategyBlocks to terminate this Agreement for cause immediately upon written notice.
No text or information set forth on any other purchase order, pre-printed form or document (other than a StrategyBlocks Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and StrategyBlocks as a result of this agreement or use of the Service. The failure of StrategyBlocks to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by StrategyBlocks in writing. This Agreement, together with any applicable StrategyBlocks Order Form, comprises the entire agreement between You and StrategyBlocks and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.