IT IS IMPORTANT THAT YOU CAREFULLY READ THESE TERMS BEFORE USING OR ACCESSING THE WEBSITE OR PURCHASING AND/OR USING ANY STRATAS PRODUCTS. BY ACCESSING, REGISTERING FOR OR USING THE WEBSITE, STRATAS PRODUCTS OR ANY CONTENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND SIGNIFY YOUR IRREVOCABLE ACEPTANCE TO BE LEGALLY BOUND BY THESE TERMS.
We may from time to time in our sole discretion, modify, update, add or delete all or any portion of these Terms without notice to You. Your continued access or use of the Website, the Content or the Stratas Products following any such change constitutes Your acceptance of and agreement to be bound to these Terms as revised. You agree to periodically review these Terms ensure that You are aware of any modifications.
The following terms shall be defined in the manner set forth below:
“End User” shall mean an employee or agent of Subscriber who is authorized to access and use the Website and/or the Stratas Products pursuant to the Subscription Plan.
“Person” shall mean any natural person, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, custodian, nominee or any other individual or entity in its own or any representative capacity.
“Subscribed Content” shall mean Content that is only accessible through a Subscription Plan.
“Subscriber” shall mean a Person who has registered for an account with Stratas Advisors and subscribed to Stratas Products.
“Subscription Plan” shall mean the particular subscription plan You selected in connection with Your use of the Website and the Stratas Products. Stratas Advisors posts on the Website the subscription plans, along with a description of the Stratas Products and access rights afforded in connection with each subscription plan. The terms and conditions of any Subscription Plan shall be incorporated into these Terms. In the event of conflict between these Terms and the terms of a Subscription Plan, the Subscription Plan shall control.
“Stratas Products” shall mean the provision of certain information and resources relating to the oil and gas industry, which are further described at http://stratasadvisors.com, as well as other Internet based services or products relating to Content made available for use by Subscribers and End Users.
“Transmit” shall mean to submit, post, e-mail, input, upload, download, transmit or otherwise make available.
To use certain portions of the Website, including the Stratas Products, you must register with Stratas Advisors to open an account. During the registration process You will be required to provide certain information (including personal identifying information) and create a password used in connection with accessing Your account. It is a condition of Your use of the Website and Stratas Products that all the information You provide will be accurate, current, and complete. If we believe the information You provide is not correct, current, or complete, we have the right to refuse You access to the Website or any of the Stratas Products and to terminate or suspend Your access at any time. You are responsible for safeguarding the password You use to access the Website and the Stratas Products, for any activities or actions under Your account and password, and for promptly informing Stratas Advisors if You believe that Your account or password has been compromised or if there is any other reason to deactivate Your password. You agree not to disclose Your password to any third party or allow any third party to use Your account to access the Website or the Stratas Products. You agree to take sole responsibility for any activities or actions under Your account, whether or not You have authorized such activities or actions.
Stratas Advisors may immediately terminate Your account, or suspend access to Your account, in its sole discretion and, without notice, for conduct that we believes is: (a) illegal, fraudulent, harassing or abusive; (b) a violation of these Terms, the Subscription Plan or any other policies or guidelines posted by Stratas Advisors; or (c) harmful to other users, third parties, or our business interests.
You may only use the Website and/or open an Account if Your applicable jurisdiction allows You to accept these Terms.
3. Permitted Use
Subject to Your compliance with these Terms, Stratas Advisors hereby grants to You a personal, limited, non-assignable and non-exclusive license to access and use the Website only for Your personal use, general information and convenience. We may revoke this right of use at will.
A Subscriber shall have a limited, non-transferable and non-exclusive license to allow End Users to access and use the Website, the Stratas Products, and the Subscribed Content as follows:
(a) End Users may access, download and/or print reasonable amounts of Subscribed Content as reasonably required for Subscriber’s internal purposes.
(b) End Users may include insubstantial portions of Subscribed Content in internal documents that are the property of Subscriber, provided that such documents are for Subscriber’s internal use only, or distribute insubstantial portions of Subscribed Content to third parties as incidental samples for illustrative or demonstration purposes only. Insubstantial portions of Subscribed Content mean an amount of Content which has (i) no independent commercial value or (ii) could not be used by the recipient as a substitute for obtaining a subscription to any Stratas Products.
(c) End Users may maintain and use Subscribed Content in an internal database system or in analytical tools for Subscriber’s internal business purposes only, where use is limited to access by End Users only, except as otherwise permitted in the Subscription Plan.
(d) Any reproduction of Subscribed Content shall include an appropriate attribution to Stratas Advisors and the following notice: “This material is reproduced under a license from Stratas Advisors and may not be copied or redistributed in whole or in part, unless authorized by Stratas Advisors.”
4. Restrictions on Use
Except as otherwise authorized by Stratas Advisors, You agree not to (and, in the case of a Subscriber, will also ensure that End Users do not):
(a) use, copy, adapt, translate, modify, sub-license, sell, publish, distribute or otherwise commercialize any portion of the Website, Stratas Products or the Content other than to the extent that You are expressly licensed to do so under these Terms or as otherwise expressly permitted by law, where such rights cannot be modified by agreement;
(b) rent, lease or otherwise transfer rights to use or access the Website, Stratas Products or the Content;
(c) knowingly allow any Person to access Content in violation of these Terms or Your Subscription Plan;
(d) reverse engineer, decompile, disassemble or create any derivative works from the Website, Stratas Products or the Content, including without limitation a database or any other works with reference to or incorporating all or more than an insubstantial portion of Content, or otherwise use Content (or any portion or derivative thereof) in any other product or service;
(e) use “web crawlers” or other types of software or hardware technology to automatically download or index Content from the Website or any Stratas Products;
(f) access, tamper with, probe, scan or test the vulnerability (or attempt any of the foregoing) of non-public areas of the Website or Stratas Products or our systems, networks, or authentication measures;
(g) Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(h) Transmit any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(i) Transmit any Content that is or contains malicious material, such as software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(j) interfere with or disrupt the Website or servers or networks connected to or operated with the Website, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with the Website;
(k) harvest or collect any information about or regarding other users (“Users”) of the Website and/or Stratas Products, including without limitation any personal information;
(l) remove any proprietary notices from the Website;
(m) use the Website or any Stratas Products for fraudulent purposes;
(n) use the Website or the Stratas Products in any manner that could impair Stratas Advisors or interfere with any Person’s use or enjoyment of the Website or the Stratas Products; or
(o) use the Website to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
You must use the Website and Stratas Products in compliance with all laws and, when using any mobile applications to access the Website or Stratas Products, comply with applicable third party terms (e.g., your wireless data service agreement).
A Subscriber shall ensure that no more than the authorized number of End Users have End User IDs to access Subscribed Content, and that End User IDs are not transferred from one Person to another.
Stratas Advisors reserves the right (but does not have any obligation) to at any time monitor and review Your account information and any Content Transmitted by You or others in connection with the Website or Stratas Products for the purpose of determining compliance with these Terms or to detect illegal activity, and/or to remove User Content Transmitted in connection with the Services, to suspend or terminate User’s rights to access and/or use the Website and/or Stratas Products, and to reclaim usernames without notice and without any obligation, or liability to You.
5. Stratas Advisors Proprietary Rights
The Website includes copyright protected materials, including, without limitation, the Stratas Advisors logo, the design of the Website and Stratas Products, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements. In addition, the entire Website and the Content (excluding User Content) contained therein is a copyright protected work under the United States and other copyright laws as a collective work. Stratas Advisors is the owner of copyrights in the collective work. Certain of the Stratas Products contain or utilize Content that is proprietary to Stratas Advisors and comprises or may comprise: (a) works of original authorship, including compiled information and data containing an arrangement and coordination and expression of such information and data or pre-existing material created, gathered or assembled; (b) confidential and trade secret information and data; and (c) information and data that have been created, developed and maintained by Stratas Advisors at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm Stratas Advisors. All right, title, and interest in and to the Website, the Stratas Products, the Content (excluding User Content) and the intellectual property rights therein, as well as the look and feel of the Website and Stratas Products are and will remain the exclusive property of Stratas Advisors and its licensors, respectively. All trademarks, service marks, logos, trade names, and any other proprietary designations of Stratas Advisors used herein are trademarks or registered trademarks of Stratas Advisors. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.
You agree that you will not commit or permit any act or omission by your agents, employees, or any third party that would impair Stratas Advisors copyright or other proprietary and intellectual rights in the Stratas Products. You will not use any Stratas Advisor trade name, trademarks, service marks or copyrighted materials in listings or advertising in any manner without the prior written approval of Stratas Advisors. You shall reproduce Stratas Advisor’s copyright notice and proprietary rights legend on all authorized copies of Stratas Products. All rights not expressly granted in these Terms are reserved by Stratas Advisors and its suppliers and licensors.
6. User Generated Content
You are solely responsible for all Content and communications that You submit, post, e-mail, input, upload, transmit or otherwise make available (collectively, “Transmit”) in connection with the Website and the Stratas Products (“User Content”). You represent and warrant that You have the right, power and authority necessary to Transmit any User Content and that the User Content is true, accurate and complete, and not in violation of any contractual restrictions or other third party rights. Stratas Advisors is not the publisher or author of any User Content. We do not endorse, support, represent or guarantee the validity, legality, completeness, truthfulness, accuracy, suitability or reliability of any User Content or any opinions expressed in connection with the Stratas Products. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of or reliance on any User Content.
Any feedback, comments, or suggestions You may provide regarding the Website and/or the Stratas Products is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to You.
7. Copyright and Intellectual Property Infringements
We respect the intellectual property rights of others and expect our Users to do the same. We will respond to notices of alleged infringement that comply with applicable law and are properly provided to us. If You believe that Your intellectual property has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, please provide a written notice to Stratas Advisors’ Agent for Notice (listed below) with the following information:
(a) A description of the copyrighted work or other intellectual property that You claim has been infringed;
(b) A description of where the material that You claim is infringing is located on the site, with enough detail that we may find it on the site;
(c) Your address, telephone number and e-mail address;
(d) A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(e) A statement by You under penalty of perjury that the information in Your notice is accurate and that You are the copyright or intellectual property owner or are authorized to act on behalf of the copyright or intellectual property owner; and
(f) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.Our designated Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Name of Agent for Notice: John Paisie
By mail: 1616 South Voss Road, Suite 675, Houston, Texas 77057
By phone: +1.713.260.6426
By email: firstname.lastname@example.org
Attachments will not be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.
9. Service Fees
You shall timely pay to Stratas Advisors (or any third party service designated by Stratas Advisors) any and all fees (“Service Fees”) in connection with the Subscription Plan You have selected for the Stratas Products. Unless otherwise agreed between You and Stratas Advisors in writing, all Service Fees are due at the beginning of each subscription term as specified in the applicable Subscription Plan. The Service Fees do not include taxes, duties, filing fees, levies, tariffs, or any other federal, state, municipal or governmental charges (collectively, “Taxes”). You shall be responsible for the payment of any and all Taxes, and interest or penalties thereon, arising out of or in connection with the Services, other than Taxes directly related to Stratas Advisors’ revenue. Service Fees and availability are subject to change without notice.
Stratas Advisors will not refund to You any unused portion of a prepaid Service Fee.
10. User Representations
(a) You represent and warrant that: (i) You are at least 18 years of age and possess the full legal right, capacity and authority to enter into these Terms and to perform Your obligations hereunder, including without limitation, those related to the access and use of the Website and Stratas Products; (ii) Your access to and/or use of the Website and Stratas Products is intended to, and does in fact, constitute an electronic execution of and acceptance of these Terms, which has been duly authorized by all necessary action on Your part; (iii) you have all necessary right, power and authority to grant the licenses and rights You have granted to Stratas Advisors in these Terms; and (iv) these Terms constitutes a valid and legally binding obligation of You, enforceable against You in accordance with its terms.
(b) You further represent and warrant that: (i) You will provide true, accurate, current and complete information in connection with Your use of the Stratas Products; (ii) if you are Transmitting any Content on behalf of any Person, you have the full legal right and authority to Transmit such Content on behalf of such Person; (iii) You will timely maintain and update your Stratas Advisors account information to keep it true, accurate, current, and complete; (iii) You will be financially responsible and otherwise responsible for Your Subscription Plan and use of the Website and Stratas Products; and (iv) You will not provide the name, address, email address, phone number, or other personally identifiable information of any Person under the age of 13.
(c) You acknowledge and agree that: (i) Stratas Advisors makes no representation or warranty regarding, and shall not be liable for, the validity, legality, enforceability, accuracy, completeness, suitability or appropriateness of the Content or any document produced in connection with the Stratas products; (iii) Stratas Advisors makes no representation or warranty and shall not be liable for the ability or inability to access, view, and/or receive Subscribed Content or documents on the Website or in connection with the Stratas Products; (iv) the Content on the Website and in the STratas Products are for general information purposes only, are not intended to constitute professional advice and should not be relied on or treated as a substitute for specific advice relevant to particular circumstances; and (v) You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Website and Stratas Products.
A breach of any of Your representations or warranties is grounds for immediate cancellation of the rights and the Services offered to You hereunder.
Our Website or the Stratas Products may contain hyper-links to other sites which are not maintained by, or related to, Stratas Advisors. Unless otherwise expressly stated by Stratas Advisors, a hyper-link to any third party site is provided only as a convenience to Users and is not sponsored by, endorsed by or affiliated with Stratas Advisors. We may not review such hyper-linked sites and are not responsible for the content of such sites. Any use or access of hyper-links is at your own risk, and we make no representations or warranties about the content, completeness or accuracy of any hyper-links or the sites hyper-linked to the Website.
12. Disclaimer and Limitations of Liability
You acknowledge and agree that the following disclaimers and limitations of our liability apply to the maximum extent permitted under applicable law of the relevant jurisdiction.
DISCLAIMERS. THE WEBSITE AND THE STRATAS PRODUCTS, AS WELL AS ALL CONTENT PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND. YOUR ACCESS TO AND USE OF THE WEBSITE AND THE STRATAS PRODUCTS, OR RELIANCE BY YOU ON ANY CONTENT, IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, STRATAS ADVISORS HEREBY DISCLAIMS AND NEGATES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, COMPLETENESS AND NON-INFRINGEMENT.
STRATAS ADVISORS MAKES NO REPRESENTATION OR WARRANTY AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (a) THE VALIDITY, COMPLETENESS, ACCURACY, AVAILABILITY, SUITABILITY, RELIABILITY, TIMELENESS, RESULTS OR SECURITY OF THE WEBSITE, THE STRATAS PRODUCTS, OR ANY CONTENT PRODUCED OR TRANSMITTED IN CONNECTION THEREWITH, (b) ANY INTERFERENCE OR SUSPENSION OF SERVICE OR ANY LOSS, NON-DELIVERY, CORRUPTION, DESTRUCTION OR DELETION OF INFORMATION OR OTHER MATERIAL YOU TRANSMIT OR THAT IS PRODUCED OR DELIVERED IN CONNECTION WITH THE STRATAS PRODUCTS, OR (c) ANY INTERRUPTION OR DAMAGE TO YOUR BUSINESS OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM YOUR ABILITY OR INABILITY TO ACCESS OR USE THE WEBSITE OR THE STRATAS PRODUCTS.
LIMITATION OF LIABILITY. IN NO EVENT SHALL WE, OUR SERVICE PROVIDERS, SUPPLIERS, AND DISTRIBUTORS (AND THE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS OF THE FOREGOING) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100.00) OR THE AMOUNT PAID BY YOU, IF ANY, TO STRATAS ADVISORS IN THE PAST SIX MONTHS FOR THE STRATAS PRODUCTS GIVING RISE TO THE CLAIM.
YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE OR ANY OF THE STRATAS PRODUCTS IS TO TERMINATE YOUYR ACCOUNT AND DISCONTINUE ANY USE OF THE WEBSITE AND STRATAS PRODUCTS.
THESE LIMITATIONS OF LIABILITY SHALL APPLY IRRESPECTIVE OF WHETHER WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES.
You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by You.
14. Term and Termination of these Terms
These Terms shall continue to apply until terminated as set forth below:
(a) You may cancel Your account and end Your legal agreement with us at any time for any reason by providing us with written notice by e-mail that You are terminating Your accounts and discontinuing Your use of the Stratas Products.
(b) We may suspend or terminate Your accounts or cease providing You with all or part of the Website, the Stratas Products, or the Content at any time for any reason, including without limitation, our reasonable belief: (A) You have violated these Terms or any terms and conditions of the Subscription Plan, (B) You create risk or possible legal exposure for us; or (C) our provision of the Stratas Products to You is no longer commercially viable. We will make reasonable efforts to notify you via the email address associated with Your account or the next time You attempt to access Your account.
(c) Your license to access and use the Stratas Products and Subscribed Content shall terminate immediately upon the expiration or cancellation of Your Subscription Plan and you shall have no further rights to use the Stratas Products and Subscribed Content available in connection therewith unless and until You have purchased an additional Subscription Plan.
In all such cases of termination of Your account, these Terms shall terminate, including, without limitation Your license to use the Website, the Stratas Products or the Content, except that any section that by their nature should survive shall continue to apply, including without limitation, sections 4, 5, 6, 8, 9, 10, 12 and 13. You shall also remain responsible for any outstanding fees, charges or penalties owed to Stratas Advisors.
15. General Terms
The parties hereby agree to abide by and comply with all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property).
The parties agree the laws of the State of Texas, excluding conflict of laws provisions, will govern these Terms and all matters arising out of or related to these Terms. The parties submit to the jurisdiction of the courts of the State of Texas. The parties expressly agree to venue in the state and federal courts located in Harris County, Texas and waive any objection based on personal jurisdiction.
Neither party shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
No waiver by either party of any default by the other in the performance of any provisions of these Terms shall operate as a waiver of any continuing or future default, whether of a like or different character.
You may not assign or transfer these Terms without Stratas Advisors’s prior written consent. Any attempt by You to assign or otherwise transfer these Terms without Stratas Advisors’s consent shall be null and void. Stratas Advisors may assign or otherwise transfer these Terms without obtaining your prior written consent.
If any provision of these Terms (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms shall not in any way be affected or impaired thereby.
Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
These Terms are intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to these Terms may enforce it.
The parties may give notice to each other via email, fax or certified mail. Notices sent to Stratas Advisorss should be directed to email@example.com. Notices sent to You will be sent to the email address You provided during registration of an account.
You agree to be bound by any affirmation, assent or agreement You Transmit by computer or other electronic device. You agree that, when You click on an "I agree," "I consent" or other similarly worded "button" or entry field with Your mouse, keystroke or other device, Your agreement or consent will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
You acknowledge that Stratas Advisors reserves the right to refuse service to anyone and to cancel User access at any time.