Welcome to Strut. The following terms of service, (the "Terms") govern your access to and use of: (a) our website including any content, functionality, offered on or through https://strut.so (the "Strut Website"); (b) our web application and mobile application (the "Strut Application"); (c) includes any text, pictures, media, data, text, information and other materials or content (collectively, the "Content") contained on or provided through (a) and (b); and (d) all other Content, products or services provided by us to you, as more particularly described on the Strut Website (collectively, the "Services").
These Terms form an agreement between Adapt Technologies Inc., ("Strut", "us", "we", "our") and you. The term "you", "your" or "User" refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Services ("use" or "using" in these Terms will mean any of the foregoing).
It is important to remember that you must either be a permitted user of an organization or other third party that is a Strut customer (collectively an "Organization Customer") or a Strut customer yourself in order to use the Services. In both cases, you will need to agree to these Terms before using the Services.
If you are a permitted user of an Organization Customer, Strut has entered into a separate agreement ("Contract") with the Organization Customer to access and provide its personnel with access to the Services. The Contract contains our commitment to deliver the Services to Organization Customer, who may then obtain user accounts for each individual permitted user.
If you are a permitted user of an Organization Customer, you shall not bring or maintain any claim against Strut, its partners, employees, officers, directors, affiliates, agents, contractors, successors, and assigns and those of its affiliates in respect of any matter related to or in connection with the subject matter of these Terms. These Terms relate to the Services only. These Terms do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Services, including the Contract.
Yes. We are constantly trying to improve our Services, so these Terms may need to change along with our Services.
Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms at any time. When we change these Terms, we will: (i) place a notice on the Strut Website and the Strut Application, send you an email, and/or notify you by some other means as required by applicable law; (ii) post a new version to the Strut Website and the Strut Application; and (iii) update the "Last Updated" date at the top of these Terms. We may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Services. Otherwise, your continued access to or use of the Services after any changes to these Terms indicates your acceptance of such changes.
We reserve the right to change the Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms; or (iii) to address any emergency security concerns.
You may need to update third-party software from time to time in order to use the Services.
To access certain features of the Services, you may be required to successfully sign up for a user account using the available interfaces of the services, and select a username and password login credentials (the 'User ID').
If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services.
We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services (or any portion thereof).
In order to create an Account, you will need to connect your calendar(s). You can also access certain parts of features of the Services by using your account credentials from other platforms (collectively with your calendar(s), the "Third Party Accounts"). By connecting a Third Party Account and using the Services through a Third Party Account, you permit us to access certain information from it, consistent with you Third Party Account's settings. You can control how much information we have access to by adjusting these settings.
Strut is entitled to act on instructions received through your account. Strut is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your account and changing your password. You agree to be responsible for any act or omission of any users that access the Services under your User ID that, if undertaken by you, would be deemed a violation of these Terms
When you use or view the Services or send emails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by email, instant messenger services, in the app or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By creating an account to access the Services, you acknowledge and agree that Strut will send you service-related emails relating to your account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided, or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
If you are a member of our mailing list you may also receive email communications from us regarding our products, services and initiatives. If you do not wish to receive these communications, you can unsubscribe from such promotional emails at any time by clicking on the unsubscribe link in any of our email communications.
You grant to us and our service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Services (collectively, "User Data"): (i) to develop, enhance and make available the Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Data").
We and our service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.
When you as a user post or publish Content that you upload, post, email, transmit or otherwise make available on the Services ("User Submission"), you grant each user of the Services that you identify in the Services in a non-exclusive, perpetual license to access the User Submission through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submission including after your termination of your account or the Services.
We reserve the right to remove, edit, limit, or block access to the User Data and the User Submission at any time and from time to time, and to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms. We have no obligation to display or review your User Data or the User Submission.
You understand and agree that you, and not the Strut Parties (as defined below), are fully responsible for all of the User Submission, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. The Strut Parties are not responsible or legally liable to any third party for the content or accuracy of any of the User Submission or such content uploaded, posted, emailed, transmitted or otherwise made publicly available on the Services by any other user.
To the extent permitted by applicable law, Strut will not be liable for any failure to store, or for loss or corruption of your User Data.
You represent and warrant to us that your User Data and the User Submission will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.
You represent and warrant to us that: (a) you own or control the appropriate rights in and to your User Data and the User Submission, including any intellectual property owned by third parties and including the right to grant the licenses to the User Submission contained herein; and (b) you will not submit, upload, or otherwise make available via the Services, any User Data that: (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (iii) breach or violate any applicable laws or these Terms.
Neither these Terms nor your use of the Services grants you ownership in the Services or the Content you access through the Services. These Terms do not grant you any right to use Strut's trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the Services, the source code in the software we use to provide the Services (the "Software") and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Strut (or our third-party suppliers, if applicable).
The Services and all materials provided by us hereunder are made available and not "sold" to you.
The Software and all other materials provided by us hereunder, including content we make available through or in the Services, are protected by copyright in Canada, the United States and elsewhere in the world pursuant to the Berne Convention. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Services, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.
All rights not expressly granted to you in these Terms are reserved by Strut.
Subject to these Terms, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the Services, including to download and display local Content solely in connection with using the Services, in accordance with these Terms.
You will not use the Services in violation of these Terms or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access and use the Services. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.
You agree that any suggestion or idea provided by you (such suggestions or ideas, "Feedback") will not be treated as confidential, and nothing in these Terms will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author's rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.
The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or mobile device or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Services.
THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH READY, THE "READY PARTIES") BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THE INABILITY TO MAKE USE OF THE SERVICES, OR THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE READY SERVICES, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Without limiting the foregoing, under no circumstances will any of the Strut Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
You will defend, indemnify and hold harmless the Strut Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
Strut reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms or your access to the Services.
If you sign up for a paid Strut account, you will need to provide Strut, or if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process a payment from you, including billing information. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms. We are not responsible for any error by, or other acts or omissions of, any Payment Processor.
By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or the Payment Processor as applicable if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account.
If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
These Terms will commence on the day you first use the Services and will remain in effect until the earlier of (a) termination by either party in accordance with the provisions of these Terms or (b) the termination or expiration of the Contract (collectively, the "Term"). We may terminate these Terms at any time and with immediate effect by giving notice to you or the Organization Customer, at our discretion, by email or through the Services. You may terminate these Terms at any time and with immediate effect by contacting us and requesting we do so, or by deleting your account in the account settings. . For greater certainty, if you continue to use any portion of the Services that is publicly available after these Terms have been terminated, these Terms will continue to apply to the extent of such use.
The following Sections, together with any other provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason: Sections 5 (User Data and User Submission), 6 (Ownership of the Services), 11 (Communications Not Confidential), 13 (Malicious Code and Security), 14 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 18(b) (Survival), and 19 (General Provisions).
Except as restricted by applicable law, these Terms will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law, and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
You will not assign these Terms to any third party without our prior written consent. We may assign these Terms or any rights under these Terms to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms will be binding upon permitted assignees. These Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
If you believe that Strut has not adhered to these Terms, please contact Strut using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
It is the express wish of the parties that these Terms and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
If you have any questions or comments regarding these Terms, please contact us at email@example.com.
If the Services are provided to you through Apple Inc. (Apple Inc. together with all of its affiliates, "Apple") App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms: