Effective Date: July 1st, 2016

These Terms of Use (“Terms of Use”) govern your use of our website at www.strongdm.com (the “Site”). Please read these Terms of Use carefully before using our Site. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS AND/OR USE THE SITE.

1. Changes to Terms of Use.

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of the Terms of Use at any time, so we encourage you to review the Terms of Use periodically.

2. Online Privacy Policy.

Our Online Privacy Policy describes our practices concerning personal information that you provide or that we may collect or share about you through the Site, and by accepting these Terms of Use, you consent to our collection, use, and disclosure of personal information in compliance with our Online Privacy Policy.

3. Proprietary Rights.

As between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, without limitation, text, photographs, graphics, audio, visual, and audiovisual content), code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data, and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data, or materials you may access on or through the Site. The provision of the Site does not transfer to you or any third party any rights, title or interest in or to any strongDM or strongDM’s licensors intellectual property rights.

4. Limited License.

Subject to these Terms of Use, strongDM grants you a non-transferable, non-exclusive, license to use the Site in accordance with the Terms of Use. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site shall be subject to the terms of these Terms of Use. All trademarks, copyright and other proprietary notices on the Site content must be retained on all copies thereof. The Site is not intended for use by minors under the age of 18. No one under age 18 is allowed to provide any personal information. To use the Site, you must be 18 or older and by your use thereof, you represent and warrant that you are over the age of 18.

5. Indemnification.

By using the Site you acknowledge and agree that, in the event that it becomes necessary or advisable for us to defend ourselves, in a court of law or otherwise, we may rely on your representations and warranties contained herein. You agree to defend, indemnify, and hold strongDM, its affiliates and representatives and each of their respective directors, officers, employees, and agents harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees and other costs of enforcing these Terms of Use, arising in any way from your use of the Site or your breach or violation of the law or of these Terms of Use. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim and to reimburse us for the reasonable costs and expenses thereof.

6. DISCLAIMER OF WARRANTIES.

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, DISPLAYABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OF CONTENT OR INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. STRONGDM ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, INFORMATION, TEXT, IMAGES, OR OTHER CONTENT FROM THE SITE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE WILL NOT BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. UNDER NO CIRCUMSTANCES DOES YOUR USE OF THE SITE FORM ANY RELATIONSHIP (OTHER THAN THE CONTRACTUAL RELATIONSHIP CREATED BY THESE TERMS OF USE), WHETHER IMPLIED OR EXPRESS, WITH STRONGDM. STRONGDM HEREBY DISCLAIMS ANY SUCH RELATIONSHIP AND ANY LIABILITY ARISING AS A RESULT OF ITS USE OF ANY CONTENT CONTAINED ON THE SITE.

7. LIMITATION OF LIABILITY.

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL STRONGDM, ANY OF ITS AFFILIATES OR REPRESENTATIVES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO STRONGDM FOR YOUR USE OF THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

8. Termination.

We may terminate, change, suspend or discontinue any aspect of the Site (including, without limitation, content, features, or hours of availability), at any time and for any reason. We also reserve the right to transfer our business and the Site to a third party. We may restrict, suspend or terminate your access to the Site if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. If we have banned you from the Site, you may not return to the Site for any reason or in any manner. Once you have been banned from use of the Site, you may not thereafter use the Site under a new username or identity. In the event that you do return, or attempt to return, to the Site after you have been banned, you will be deemed to have breached these Terms of Use, and we reserve the rights to obtain reimbursement from you for any costs and expenses incurred to enforce these Terms of Use and otherwise to pursue all rights and remedies available to it at law or in equity with respect to such breach. We maintain a policy to terminate the Site use privileges of users who repeatedly infringe the intellectual property rights of others (including our own).

9. Dispute Resolution.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and strongDM arising under or related in any way to these Terms of Use, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of our Site. YOU AGREE THAT BY ENTERING INTO THESE TERMS OF USE, YOU AND STRONGDM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND STRONGDM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and strongDM must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: San Francisco, CA, or New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New York City, New York. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in New York City, New York. These Terms of Use shall be governed by and construed solely and exclusively in accordance with the laws of the State of New York, USA without giving effect to any law that would result in the application of the law of another jurisdiction.

10. Entire Agreement.

These Terms of Use (including the Online Privacy Policy) constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to strongDM is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without strongDM’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of these Terms of Use shall be binding upon assignees.

11. Miscellaneous.

The Terms of Use, and the relationship between you and us, shall be governed by the laws of the State of New York, United States of America, without regard to conflict of law provisions. With respect to any disputes or claims not subject to arbitration (as set forth in Section 9 above), you agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York, in the United States of America. You agree to submit to the personal and exclusive jurisdiction of such courts. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

12. Questions.

If you have questions about these Terms of Use, please email us at privacy@strongdm.com.