Terms of Service

Agreement to Our Legal Terms

We are StrataCM LLC, doing business as StrataCM (“Company,” “we,” “us,” “our”), a company registered in Missouri, United States at 1555 Kisker Rd, St. Peters, MO 63304.

We operate the website https://www.stratacm.com (the “Site”), the mobile application StrataCM (the “App”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

Strata is a construction workforce management platform that helps crews clock in, track job site activity, submit daily reports, manage projects, and keep field teams connected in one simple place.

You can contact us by email at info@stratacm.com or by mail to 1555 Kisker Rd, St. Peters, MO 63304, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and StrataCM LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by info@stratacm.com. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

Definitions Relating to Organization Accounts

“Account Holder” means the person or legal entity that purchases, registers for, or controls an organization account for the Services.

“Authorized User” means any employee, worker, contractor, supervisor, administrator, representative, or other individual whom the Account Holder permits to access or use the Services.

“Customer Data” has the meaning stated in Section 24.

Where an Account Holder permits Authorized Users to access the Services, the Account Holder is responsible for their acts and omissions in connection with the Services, including their compliance with these Legal Terms. Provisions concerning subscriptions, fees, payment, cancellation, Customer Data ownership, organizational configuration, worker notices, legal compliance, and indemnification apply to the Account Holder. Each Authorized User remains responsible for complying with the provisions of these Legal Terms applicable to individual use of the Services.

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to: (a) access the Services; and (b) download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: info@stratacm.com.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services. Any Submission that is publicly posted shall also be treated as a Contribution. Customer Data, as defined in Section 24, is not a Submission or Contribution unless the Account Holder or Authorized User intentionally posts it in a public-facing area of the Services.

When you post Contributions, you grant us a license: By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to use, copy, reproduce, distribute, sell, publish, broadcast, store, publicly perform, publicly display, reformat, translate, and exploit your Contributions for any purpose, commercial, advertising, or otherwise.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions, you confirm that you will not post content that is illegal, harassing, hateful, harmful, defamatory, obscene, abusive, discriminatory, or threatening; you warrant that such content is original to you or that you have the necessary licenses and permissions; and you warrant that your Submissions and/or Contributions do not constitute confidential information.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3A. Account Holders, Authorized Users, and Workplace Compliance

If you use the Services on behalf of an employer, contractor, business, or other organization, you represent and warrant that you are authorized to deploy and administer the Services on behalf of that organization and, where applicable, to bind that organization to these Legal Terms.

The Account Holder is solely responsible for:

• informing Authorized Users that the Services may collect and process work-related time, attendance, device, activity, and location information;
• providing all workplace, privacy, monitoring, and location-tracking notices required by applicable law;
• obtaining any employee, worker, contractor, union, works-council, or other consent or authorization required by applicable law or agreement;
• establishing and maintaining a lawful business purpose for collecting and using such information;
• accurately configuring jobsites, geofences, work schedules, roles, permissions, projects, cost codes, retention settings, notification rules, workflows, questionnaires, integrations, and other organizational settings;
• limiting access to employee and worker information to properly authorized personnel;
• ensuring that Authorized Users enable and maintain device permissions reasonably necessary for enabled features; and
• complying with all applicable privacy, employment, labor, wage-and-hour, overtime, break, payroll, tax, recordkeeping, surveillance, and workplace-monitoring laws.

The Account Holder is solely responsible for the accuracy, appropriateness, and legality of all organizational configurations. StrataCM is not responsible for losses, claims, wage calculations, employment actions, project decisions, or other consequences resulting from inaccurate, incomplete, unauthorized, or unlawful configuration by the Account Holder or its Authorized Users.

StrataCM does not determine whether an Account Holder is legally permitted to monitor a particular worker, device, location, or activity. The Account Holder is responsible for obtaining its own legal advice concerning its deployment and use of the Services.

4. User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Organization Account Ownership and Administrative Control

If a dispute arises concerning ownership, control, or administration of an organization account, StrataCM may request documents and information reasonably necessary to determine the appropriate Account Holder or administrator. Such documentation may include formation records, business licenses, government-issued identification, proof of employment, proof of domain ownership, payment records, written authorization, or other evidence of authority.

Pending resolution, StrataCM may temporarily restrict account changes, exports, deletion, billing modifications, or administrative access where reasonably necessary to protect Customer Data and prevent unauthorized activity.

StrataCM is not obligated to resolve internal ownership, employment, partnership, or corporate-governance disputes and may require the disputing parties to obtain a court order, written settlement, or other legally sufficient instruction.

5. Purchases and Payment

We accept the following forms of payment: Visa, Mastercard, American Express, Discover.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order.

6. Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly unless otherwise stated in an applicable order form or checkout page.

User Seats and Usage-Based Charges

Subscription fees may include a base platform fee and additional charges based on the number of Authorized Users, active users, paid seats, projects, features, usage, or other metrics identified in the applicable order form or checkout page.

Authorized Users added during a billing period may be charged on a prorated basis for the remainder of that billing period. Unless otherwise stated in an applicable order form, removing, suspending, or deactivating an Authorized User will affect billing beginning with the next billing period, and no refund or credit will be issued for fees already charged. The Account Holder is responsible for reviewing and maintaining the number and status of Authorized Users associated with its account.

Cancellation

All purchases are non-refundable except where otherwise required by law or expressly stated in a written order form. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at info@stratacm.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

7. Software

We may include software for use in connection with our Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Legal Terms. Any software and any related documentation is provided “AS IS” without warranty of any kind. You may not reproduce or redistribute any software except in accordance with the EULA or these Legal Terms.

7A. Timekeeping, Location, and Payroll Records

The Services provide tools to assist with workforce management, timekeeping, attendance, project documentation, payroll preparation, and related business processes. The Services are not a payroll service, professional employer organization, legal service, accounting service, or substitute for the Account Holder's independent review and judgment.

Time, attendance, location, geofence, schedule, questionnaire, and activity records may be incomplete, delayed, duplicated, or inaccurate because of factors including device settings, disabled permissions, GPS limitations, geofence limitations, battery status, network connectivity, background-execution restrictions, operating-system behavior, user error, inaccurate organizational configuration, or third-party service failures.

The Account Holder is solely responsible for reviewing and verifying all timecards, timesheets, payroll exports, schedules, reports, location records, and related information before using them to:

• calculate or pay wages;
• apply overtime or break rules;
• invoice a customer;
• discipline or terminate a worker;
• make an employment or staffing decision;
• determine whether work was performed; or
• satisfy any legal or regulatory recordkeeping obligation.

Location or geofence information should not be treated as conclusive proof that an individual was or was not working. The Account Holder remains solely responsible for compliance with all applicable wage-and-hour, overtime, break, payroll, employment, labor, tax, and recordkeeping laws.

StrataCM does not represent or warrant that any record, report, export, configuration, or workflow generated through the Services independently satisfies the Account Holder's legal obligations.

8. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's use of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Use the platform only for authorized business purposes and do not upload unlawful, fraudulent, infringing, malicious, or unsafe content; interfere with the platform's security or operation; access another user's account or data without authorization; or use location, timekeeping, project, or workforce information for an unauthorized purpose.

9. User Generated Contributions

Customer Data, as defined in Section 24, is excluded from this Section unless intentionally posted in a public-facing area of the Services. The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

10. Contribution License

This Section does not grant StrataCM any ownership interest in Customer Data and does not apply to Customer Data except to the extent it is intentionally posted in a public-facing area of the Services. By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

11. Mobile Application License

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in these Legal Terms or as otherwise required under applicable law; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor may refund the purchase price, if any, paid for the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms.

11A. Uploaded Documents and Certifications

Where document-upload functionality is available, the Account Holder and its Authorized Users may upload certifications, licenses, identification records, project documents, contracts, receipts, safety records, photographs, and other files.

The Account Holder is solely responsible for:

• determining which individuals may access, download, export, or share uploaded files;
• providing required notices and obtaining required permissions from individuals whose information appears in such files;
• ensuring that it has the legal right to upload, store, process, and share each file;
• ensuring that uploaded files do not violate confidentiality obligations, privacy rights, intellectual-property rights, or applicable law; and
• independently verifying the authenticity, accuracy, validity, expiration, and continuing effectiveness of certifications, licenses, identity documents, and other uploaded records.

StrataCM does not certify, authenticate, endorse, or guarantee the validity, accuracy, currency, or legal sufficiency of any uploaded document. Reliance upon any uploaded file or exported copy is at the Account Holder's own risk.

StrataCM has no general obligation to review or monitor uploaded files but may remove, restrict, preserve, or disclose content where reasonably necessary to enforce these Legal Terms, protect the Services, respond to a legal request, or comply with applicable law.

12. Third-Party Websites and Content

The Services may contain links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern.

13. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

14. Privacy Policy

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Notice posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

15. Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification.

16. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Device and Third-Party Dependencies

The operation and availability of certain features depend on devices, operating systems, app stores, mobile carriers, internet service providers, GPS and mapping systems, notification services, cloud providers, payment processors, and other third-party products and services outside StrataCM's control.

StrataCM is not responsible for failures, delays, restrictions, inaccuracies, incompatibilities, permission changes, background-execution limitations, or service interruptions caused by such third parties or by an Authorized User's device. The Account Holder and Authorized Users are responsible for maintaining compatible devices, supported software, adequate connectivity, required permissions, and compliance with applicable third-party terms and fees.

18. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Missouri applicable to agreements made and to be entirely performed within the State of Missouri, without regard to its conflict of law principles.

19. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in St. Louis County, Missouri.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in St. Louis County, Missouri, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

20. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

21. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

22. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRATACM LLC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, MULTIPLE, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF CUSTOMERS, LOSS OF ANTICIPATED SAVINGS, LOSS OF PRODUCTIVITY, PROJECT DELAYS, LABOR COSTS, PAYROLL LOSSES, COST OVERRUNS, MISSED BIDS, MISSED DEADLINES, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, REPUTATIONAL HARM, OR ANY OTHER COMMERCIAL, FINANCIAL, ECONOMIC, EMPLOYMENT-RELATED, PROJECT-RELATED, OR OPERATIONAL LOSS.

THE FOREGOING EXCLUSIONS APPLY TO ANY LOSS, DAMAGE, CLAIM, COST, OR EXPENSE ARISING OUT OF OR RELATING TO:

1. YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE UPON THE SERVICES;
2. ANY INTERRUPTION, DELAY, ERROR, OMISSION, DEFECT, INACCURACY, SECURITY EVENT, DATA LOSS, DATA CORRUPTION, TRANSMISSION FAILURE, OR UNAVAILABILITY OF THE SERVICES;
3. ANY TIMEKEEPING, LOCATION, GPS, GEOFENCING, SHIFT-REPLAY, PAYROLL, SCHEDULING, WORKFORCE, PROJECT-MANAGEMENT, REPORTING, COMMUNICATION, NOTIFICATION, DOCUMENT-STORAGE, EXPORT, INTEGRATION, OR ARTIFICIAL-INTELLIGENCE FEATURE;
4. ANY INCOMPLETE, DELAYED, DUPLICATED, OR INACCURATE RECORD CAUSED BY GPS LIMITATIONS, DEVICE SETTINGS, DISABLED PERMISSIONS, BATTERY CONDITIONS, NETWORK CONNECTIVITY, OPERATING-SYSTEM RESTRICTIONS, THIRD-PARTY SERVICES, USER ERROR, OR ACCOUNT CONFIGURATION;
5. ANY BUSINESS, PAYROLL, BILLING, EMPLOYMENT, DISCIPLINARY, TERMINATION, STAFFING, SAFETY, COMPLIANCE, OR PROJECT DECISION MADE OR NOT MADE IN RELIANCE UPON THE SERVICES;
6. ANY ACT OR OMISSION OF AN ACCOUNT HOLDER, AUTHORIZED USER, EMPLOYEE, WORKER, CONTRACTOR, CUSTOMER, INTEGRATION PROVIDER, OR OTHER THIRD PARTY; OR
7. ANY UNAUTHORIZED ACCESS TO, USE OF, DISCLOSURE OF, ALTERATION OF, OR DELETION OF CUSTOMER DATA THAT STRATACM COULD NOT REASONABLY PREVENT.

THESE EXCLUSIONS APPLY REGARDLESS OF WHETHER THE CLAIM IS ASSERTED UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, INDEMNITY, CONTRIBUTION, RESTITUTION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER THE DAMAGE WAS FORESEEABLE, AND EVEN IF STRATACM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT STRATACM IS A SOFTWARE PLATFORM AND DOES NOT OPERATE, MANAGE, SUPERVISE, CONTROL, OR ASSUME RESPONSIBILITY FOR YOUR BUSINESS, CONSTRUCTION PROJECTS, EMPLOYEES, WORKERS, CONTRACTORS, JOBSITES, PAYROLL, SAFETY PROGRAMS, LEGAL COMPLIANCE, OR EMPLOYMENT PRACTICES.

STRATACM DOES NOT GUARANTEE THAT THE SERVICES WILL PREVENT FINANCIAL LOSS, INCREASE REVENUE OR PROFIT, ENSURE PROJECT COMPLETION, VERIFY THAT WORK WAS OR WAS NOT PERFORMED, ENSURE EMPLOYEE PERFORMANCE, PRODUCE ACCURATE PAYROLL, DETECT ALL ERRORS OR MISCONDUCT, OR SATISFY ANY LEGAL, CONTRACTUAL, REGULATORY, ACCOUNTING, TAX, EMPLOYMENT, SAFETY, OR RECORDKEEPING REQUIREMENT.

THE ACCOUNT HOLDER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, AND APPROVING ALL INFORMATION, RECORDS, REPORTS, EXPORTS, RECOMMENDATIONS, AND AUTOMATED OUTPUTS BEFORE USING THEM FOR PAYROLL, BILLING, INVOICING, EMPLOYMENT, DISCIPLINARY, SAFETY, COMPLIANCE, OR PROJECT-MANAGEMENT PURPOSES.

WITHOUT LIMITING THE FOREGOING EXCLUSIONS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE LEGAL TERMS, THE TOTAL AGGREGATE LIABILITY OF STRATACM LLC AND ALL OTHER STRATACM PARTIES, COLLECTIVELY, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THESE LEGAL TERMS, OR THE PARTIES' RELATIONSHIP SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE ACCOUNT HOLDER TO STRATACM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF STRATACM AND ALL OTHER STRATACM PARTIES EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE ACCOUNT HOLDER TO STRATACM THROUGHOUT THE ENTIRE PERIOD IN WHICH THE ACCOUNT HOLDER USED THE SERVICES. THIS LIFETIME-PAYMENT AMOUNT IS AN ABSOLUTE CEILING ONLY AND SHALL NOT REPLACE, EXPAND, OR INCREASE THE LOWER SIX-MONTH LIABILITY CAP.

ALL CLAIMS ARISING FROM THE SAME OR RELATED FACTS, EVENTS, SERVICES, FAILURES, OR CIRCUMSTANCES SHALL BE TREATED AS A SINGLE CLAIM ARISING WHEN THE FIRST SUCH FACT, EVENT, FAILURE, OR CIRCUMSTANCE OCCURRED. THE LIABILITY CAP SHALL APPLY TO ALL CLAIMS IN THE AGGREGATE AND SHALL NOT BE MULTIPLIED BY THE NUMBER OF CLAIMS, CLAIMANTS, AUTHORIZED USERS, EMPLOYEES, PROJECTS, JOBSITES, DEVICES, SUBSCRIPTIONS, EVENTS, OR LEGAL THEORIES INVOLVED.

NO ACCOUNT HOLDER, AUTHORIZED USER, OR THIRD PARTY SHALL RECOVER MORE THAN ONCE FOR THE SAME LOSS, AND NO AMOUNT MAY BE RECOVERED BOTH AS DIRECT DAMAGES AND UNDER ANY OTHER CHARACTERIZATION OR THEORY.

THE PARTIES ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE LEGAL TERMS, THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES, AND THAT STRATACM WOULD NOT PROVIDE THE SERVICES WITHOUT THESE EXCLUSIONS AND LIMITATIONS.

EACH EXCLUSION AND LIMITATION IN THIS SECTION IS INDEPENDENT, SEVERABLE, AND CUMULATIVE. IF ANY EXCLUSION OR LIMITATION CANNOT BE ENFORCED AS WRITTEN, IT SHALL BE ENFORCED TO THE GREATEST EXTENT LEGALLY PERMITTED AND MODIFIED ONLY TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE, WITHOUT INVALIDATING OR EXPANDING ANY OTHER EXCLUSION OR LIMITATION IN THIS SECTION.

23. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

24. Customer Data

“Customer Data” means information, records, files, and content submitted to, uploaded to, collected through, or generated through an Account Holder's use of the Services, including time records, location records, shift routes, schedules, payroll-related records, project records, daily logs, notes, photographs, videos, messages, incident reports, forms, signatures, worker information, certifications, receipts, contracts, and related organizational data.

As between StrataCM and the Account Holder, the Account Holder retains all right, title, and interest in and to its Customer Data. StrataCM does not claim ownership of Customer Data.

The Account Holder grants StrataCM and its authorized service providers a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, back up, and otherwise use Customer Data only as reasonably necessary to:

• provide and operate the Services;
• perform support and maintenance;
• prevent fraud and secure the Services;
• comply with applicable law;
• enforce these Legal Terms; and
• improve the performance, reliability, and functionality of the Services.

StrataCM may create and use aggregated or de-identified information derived from Customer Data for analytics, security, product development, benchmarking, and improvement of the Services, provided that such information does not reasonably identify the Account Holder or any individual.

The Account Holder represents and warrants that it has all rights, permissions, notices, and lawful bases necessary to provide Customer Data to StrataCM and to authorize its processing under these Legal Terms and the Privacy Notice.

Removing or deactivating an Authorized User does not automatically delete records previously created by or about that Authorized User. Such records may remain part of the Account Holder's Customer Data, subject to the Account Holder's retention settings, contractual obligations, and applicable law.

Although we may perform routine backups, the Account Holder remains responsible for retaining copies of Customer Data necessary for its legal, payroll, tax, accounting, employment, safety, and business obligations. No backup process guarantees that all Customer Data can be recovered.

25. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

26. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

27. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services.

28. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: