Terms of Service & Customer Agreement

These Terms of Service and Customer Agreement (Agreement) govern the Stratum subscription selected in an accepted Order. Stratum means Stratum Infrastructure Inc. Customer means the organization or business identified in that Order. The Service is offered for business operations, not personal, family or household use. This restriction does not waive a protection that applicable law gives an individual or organization.

An Order is a purchase summary affirmatively accepted through Stratum’s approved online purchase process, or a written order accepted by both parties. It specifies the Customer, plan, included quantities, purchased additions, full fees, currency, billing interval, Subscription Term, Service Start, applicable Agreement and catalog versions, and any expressly varied provision. A proposal, unaccepted invoice, account label or verbal indication of interest alone does not form an Order. Customer-specific terms printed on a purchase order do not amend this Agreement without Stratum’s express acceptance.

An Authorized Buyer accepting for an organization represents that they have authority to bind the Customer identified in the Order. A sole proprietor accepts for their own business. The payer, Authorized Buyer, account administrator and source-rights holder may be different people. Payment by another person does not by itself make that person the Customer or establish authority to amend the Order. Administration rights do not establish authority to license another party’s records or approve optional data reuse.

The Agreement forms when the Authorized Buyer affirmatively accepts the presented Agreement and Order or the parties otherwise execute the Order. Payment authorization, verified payment, account creation, acceptance and Service Start are separate events. Existing accepted contracts continue under their terms unless validly amended; this edition does not retrospectively change a prior Pilot’s price, services or data permissions.

Individual User Terms. An individual who separately accepts these User Terms receives a limited right to use the Service within the Customer’s authorized account and enabled permissions, subject to the right-to-use restrictions in this Section, the duties expressly addressed to Authorized Users and Report Recipients in Section 3, and the source-rights, intellectual-property and confidentiality restrictions in Section 11 as they apply to the individual’s own access and conduct. Sections 9 and 10 govern lawful restriction and ending of that access; Sections 12–17 and the Privacy Notice explain the applicable processing, records and sharing protections. Section 21 governs notice of a proposed change to these User Terms. This defined subset is the User Terms; it does not incorporate the Customer’s payment, indemnity or business-party liability and forum obligations into the individual’s personal obligations. An individual remains responsible for their own unlawful conduct under applicable law.

Individual acceptance does not create a personal guarantee of Customer’s debt, an employer relationship with Stratum, authority to license another person’s information, or consent to an optional data purpose. Acknowledging the Privacy Notice records receipt of information, not blanket permission for every use. These User Terms do not waive an individual’s nonwaivable privacy, employment, payment or other statutory rights. A buyer who also uses the Service may act in both capacities, but the evidence must identify which action binds the company and which concerns the individual.

Right to use the Service. Subject to the accepted Order and this Agreement, Stratum grants Customer a nonexclusive, nontransferable right, except for an assignment permitted by Section 23, to access and use the Service during the applicable Subscription Term through its Authorized Users for Customer’s business operations. Customer may use the supported report-delivery functions for its authorized business recipients. This is not a sale of the software, permission to operate an unpurchased independent workspace, or a right to sublicense or resell access. Customer may retain and use its lawfully obtained records after access ends, subject to third-party rights and recipient restrictions.

The applicable document version is the version actually presented for the accepted transaction, not whichever version later occupies the same URL. If Customer has not yet formed an Order, a separate signed evaluation agreement or an expressly identified evaluation grant is required for any access outside a paid term. Mere browsing is not treated as acceptance of the organization’s subscription obligations.

Each accepted Order and incorporated version is retained as the record of the bargain. A later invoice, receipt, administrative label, website edit or use beyond a limit does not by itself authorize a new recurring charge, amend a paid term or expand a data-use permission. The documents and the Order must be available to retain before acceptance and a confirmation will remain available afterward.

File Capacity is licensed retained-file capacity measured under Section 5, not processing credits or a monthly transfer allowance. A Report Recipient may access only the reports or other output actually shared with that recipient through the supported delivery function. An Optional Data Election is a distinct recorded authorization specifying the source material, permitted purpose and conditions under Section 16; a normal account setting is not such an election.

Qualified Statistics are aggregates or technical measurements lawfully created for the purposes in Section 16 that do not identify or reasonably permit identification of a person, Customer, site, asset or confidential source record, do not permit reconstruction of restricted content, and satisfy applicable deidentification and source restrictions. A pseudonymous identifier, embedding or model file is not automatically a Qualified Statistic.

Development Materials are the particular eligible examples, annotations, schemas, templates or other materials expressly selected in an Optional Data Election. Development Artifacts are the models, parameters, software, evaluations or datasets lawfully produced from those materials under that election. These definitions do not make an otherwise restricted artifact unrestricted.

Customer must identify its administrator, keep authorized-user information accurate, assign permissions appropriate to each person’s work, and promptly remove access when no longer authorized. Each working user must use an individually assigned account. Password sharing to avoid licensed-user counts is prohibited. Customer must protect its devices and credentials and report suspected compromise promptly.

Authorized Users must act within Customer’s authorization, protect credentials, follow the applicable acceptable-use rules, and avoid uploading information they lack authority to provide. User acceptance does not create an employment relationship with Stratum. Stratum does not determine who is a qualified professional, who may perform regulated work, or whether a person may lawfully be monitored.

• Do not bypass access controls, interfere with the Service, introduce malicious code, or access another organization’s private information without authority.
• Do not falsify evidence, signatures, certifications, submission receipts, or a person’s identity, or use the Service to conceal a known failure or mislead an authority.
• Do not resell account access, conduct abusive automated access, or reverse engineer protected software except where law expressly permits the activity notwithstanding the restriction.
• Do not submit payment-card numbers or security codes, bank credentials, Social Security numbers, biometric templates, regulated health records, classified information, or export-controlled technical information under the standard offer. An unstructured upload field is not authorization for restricted data.
• Do not use the Service to control physical equipment, life-safety systems, emergency response, or other safety-critical functions. It is not a substitute for physical inspections, competent personnel, or independent emergency procedures.

Customer remains responsible for its users’ authorized use, but is not assigned responsibility for a security failure or unauthorized processing caused by Stratum in breach of its obligations. Stratum may investigate an apparent violation, preserve relevant evidence, and apply the proportionate restrictions in Section 9. A good-faith complaint, cancellation, or exercise of a privacy or payment right is not itself misuse.

Where local/offline functionality is enabled, users must protect the device and synchronize before relying on a server-side result. Server revocation cannot retrieve an independently downloaded copy or guarantee immediate deletion on a device that is offline. Stratum will bind local queues to the person and organization, prevent their use by a later user of the device, and apply the lifecycle rules in Section 15. Do not reuse a shared device for another person until the supported identity-isolation and clearing process is complete. A lost or compromised device must be reported promptly.

Report Recipients may use an authorized copy for its disclosed purpose and must not attempt to access other accounts or infer authorization from a shared address or facility identifier. A recipient is not made the purchasing Customer by receiving a report. Where individual acceptance is necessary for optional portal use, it must identify the relevant obligations; obtaining records through a legally required request cannot be conditioned on a new subscription or optional data license.

Customer must give workers and other people the notices and obtain the permissions its collection and instructions require. Browser permission, an employer’s instruction and a user’s acceptance serve different purposes. Customer may not use missing location or an unresolved software approval to avoid lawful pay, reimbursement or other employment duties. Stratum remains responsible for its own collection, processing, security and disclosure obligations.

Where location collection is used, Customer must identify the work purpose and the people authorized to see the information. Neither Customer nor Stratum may treat an accepted account invitation as permission for undisclosed monitoring, recording, biometric analysis or disclosure to unrelated recipients. Customer is responsible for employer notices, any workplace posting, and valid employee permissions required for its practices. Stratum remains responsible for the collection and recipient controls it operates. A browser permission supplies technical access; it is not the whole legal basis.

Customer must not direct collection during a personal break or off-duty period merely because a work session remains open. Where a supported setting cannot reliably limit collection to an approved purpose, the affected collection must be disabled or the workflow restricted until an effective control exists. Stratum will enable that collection only after the required limits and notices are in place.

Work-location responsibilities

Device-location collection is limited to authorized technician or field-service users while they are clocked in and performing a disclosed, necessary work activity. Having an owner, office or manager account does not by itself make a person eligible for device tracking. Paid breaks and personal pauses are not sufficient reasons to keep collecting a route. The product controls and the short notice described in the Privacy Notice must be in place before this function is enabled. The disclosed stale-session limit cannot exceed 16 hours from express clock-in or the worker’s affirmative work-session reauthorization, with a shorter limit where required. Movement or background traffic does not extend that authorization, and ending location collection does not itself end payable time.

Customer must determine the lawful basis for workforce monitoring, provide employer-specific notices and acknowledgments when required, address device ownership and collective-bargaining obligations where relevant, and provide an appropriate correction or alternative process. Customer may not rely on a Stratum checkbox or device permission as a substitute. Stratum remains responsible for implementing its own collection limits, security and processing obligations. Precise worker location is not contributed to pooled training, advertising, insurer evaluation or cross-customer site-history products under this Agreement.

An individual is responsible for their own authorized use and conduct. An employer’s or customer’s agreement cannot waive rights held by a worker, site contact, photograph subject or other nonparty. Required employer notices and any required personal consent remain distinct from the individual’s acceptance of the user-access rules.

Stratum is configurable operations software for regulated field work. It connects customer, site, equipment, planning, execution, review and record workflows within the released functions selected in the Order. The purchased scope is the enabled functionality made available for that account, together with any express written commitments. A plan name or capacity allowance does not promise that every jurisdiction, form, device, integration or future module is supported.

Customer must verify imported dates, source accuracy, equipment identity, applicability, configured requirements and proposed extracted values before relying on them. A completed assignment is not proof of a passing test; a reviewed report may record a failure. Customer’s qualified people retain the technical decisions and approval of reports. Stratum is responsible for its express software and processing commitments and cannot use a general review requirement to disclaim every defect in the purchased Service.

Stratum is not the facility owner or operator, certified tester, regulator, engineer, insurer, attorney or employer of Customer’s personnel. Customer and other legally responsible parties retain their testing, inspection, maintenance, personnel, reporting, submission and statutory recordkeeping duties. The Service does not autonomously control physical or life-safety equipment. An in-product submission status or entered receipt records the operator’s action; it is not an automatic agency transmission or an assurance of agency acceptance.

The standard release is a browser-based application with selected progressive-web/offline functions, not a native app-store application. The scope does not include automatic regulator filing, guaranteed current forms for every jurisdiction, single sign-on, a dedicated environment, a 24-hour staffed service, unlimited extraction, or a separately funded post-cancellation archive unless a specific supported commitment is accepted. External AI extraction and generalized model training are not part of the current standard release. Google Drive, Google Sheets and QuickBooks Online connectors are not offered as enabled merely because a route or menu exists. A downloaded accounting file is not live synchronization.

Ordinary written product support is included. Subscription fees do not include Stratum-performed cleanup, migration, mapping, extraction projects, implementation or scheduled training. Such work is supplied only if Stratum expressly accepts a separate scope with deliverables, responsibilities, limits, timing, fees and acceptance criteria in an Order. The existence of a file allowance, upload function or support contact does not promise a labor-intensive import service. Existing accepted onboarding commitments remain enforceable under their own terms.

Customer must have the rights to submit and process third-party standards, forms, photographs, manuals and other material. A public web address or purchase of one copy does not necessarily confer redistribution or model-training rights. Use only the content and jurisdictions confirmed for the actual workflow. Stratum will not represent content as agency-approved or licensed without substantiation.

No numerical uptime, recovery-time, response-time guarantee or service-credit program is included unless the Order expressly states it. This no-SLA position does not remove the express Service warranty, incident duties or remedies in this Agreement.

A beta designation describes the release stage and does not reduce Stratum’s express delivery, security, confidentiality or data-processing duties. An unavailable optional module must remain unavailable until its accepted scope, applicable permissions and necessary controls are in place. Stratum will not charge for an unaccepted module or treat access to a menu or test interface as delivery of that module.

The following monthly prices and quantities apply to one Customer account, before applicable transaction taxes. File capacity is pooled across that account. Enterprise and National quantities are reference packages; their accepted private Orders control all charges, scope, ceilings and additions. No private starting quote becomes a public guaranteed rate.

Non-Pilot standard additions only: $49 per additional working user per month within the applicable user maximum; $25 per purchased 100-GB file block per month; and the additional active-site rate shown for the selected standard plan. For Enterprise or National, use the expressly accepted Order rates. Extra users and sites do not add file capacity. These addition rates do not apply to Pilot, which has no additions or overage purchases. A maximum above the included quantity on another plan is not free included capacity.

5.1 What is counted

Working users. Count each active named person licensed to use the operating workspace once per Customer account. Operational users include office, field, reviewer and administrator users according to their authorized work, even if they do not edit a record in a particular month. A person confined to receiving authorized read-only reports is not a working user. Invited people who have not accepted, disabled users, Stratum support personnel and machine service identities do not consume paid human seats. People may not share a login to avoid their individual licenses.

Report access. Basic authorized read-only report recipients are included with no separate per-recipient subscription fee. This is permission to receive the records actually shared, not an independent owner-management workspace or a general license to operate, schedule, change or approve records. Independent owner-management use requires an express supported scope and separate accepted commercial terms. A recipient fee from an older catalog does not apply to included basic report access.

Sites. Count each distinct actively managed service location once. Equipment, jobs and reports at a location do not create additional site units. A quiet month does not remove a still-managed site from the count. A location retained only for history ceases consuming active-site capacity after its operational status is correctly recorded, but its retained files still consume File Capacity. Campus boundaries, duplicates and customer-specific location definitions must be resolved in the agreed counting record; neither artificial splitting nor artificial consolidation may evade the license.

Files. Count the actual retained bytes of originals, reports, attachments and distinct retained revisions once. One canonical file referenced in several places is counted once; a different retained revision has its own bytes. Internal backup copies, provider replicas, duplicate system copies and temporary exports are excluded. Ordinary structured asset records, configuration rules and audit history belong to the operating subscription and are not reclassified as purchased file blocks. This inclusion is not a promise of unlimited database ingestion or unscoped extraction work.

One GB is 1,000,000,000 bytes; one TB is 1,000 GB. Use the retained size after unpacking an archive, not its compressed transfer size alone. If the archive and its unpacked originals are both intentionally retained as separate customer records, disclose their treatment before import; do not silently charge twice for a temporary staging copy. Customer-visible files count while retained, including held files; an archive flag does not delete bytes. Deletion changes measured use only when it is actually complete, and does not itself cancel purchased recurring blocks.

5.2 Capacity purchases and corrections

For eligible non-Pilot plans, file blocks recur while purchased; they are not reset credits. The monthly recurring total is the base plus approved additional users, approved extra sites and purchased file blocks at the accepted rates, plus any expressly selected recurring module or service charge. A one-time service fee is separately identified and is not automatically repeated monthly. The Order must show the full recurring amount and quantities.

For file sizing, divide the positive difference between measured retained GB and included GB by 100 and round upward to a whole block; subtract already-purchased blocks before proposing a new purchase. Do not add the same block again each month merely because the files remain. Measure users and sites against the included amounts, not against zero. Any agreed annual capacity purchase must state its full annual charge, covered service period and whether payment is prepaid or follows an expressly accepted installment schedule under Section 6; a monthly rate is not by itself authority to debit twelve months.

Stratum will notify the designated administrator when verified retained-file use reaches 75% and 90% of purchased file capacity. Notices may be manual where the supported process is manual. A single import crossing both levels may receive one notice identifying both crossings. These warnings do not themselves purchase additional capacity. Absence of a warning does not authorize unlimited use, but Stratum may not treat it as authority for an undisclosed retrospective bill.

For a non-Pilot plan that offers additions, before charging an addition obtain authorization for its unit, quantity, full recurring total, effective date, interval and any proration. Excess use alone is not purchase consent. If capacity is exceeded, the parties must validate the count and arrange a lawful reduction of new use or an eligible separately accepted plan change. An approved addition is an option only for a plan that offers additions; Pilot does not. Stratum may proportionately limit further use exceeding the agreed entitlement after notice and an opportunity to resolve it, subject to the security exception in Section 9. Existing records must not be silently deleted to enforce a commercial limit.

Reductions take effect at the next applicable renewal once usage fits the reduced quantity. Upgrades and additions start when the accepted change says they do. Recalculate included quantities and remove overlapping additions when a larger plan includes them. Any credit to avoid double charging overlapping entitlements is not a general refund entitlement for unused time. No automatic “cheapest-plan” switching is promised.

5.3 Pilot: fixed quantities, no add-ons, beta ending December 15, 2026

Pilot is $1,050 per full monthly period, before applicable transaction taxes, for up to 25 named working users, 2,500 active sites and 6 TB (6,000 GB) of pooled retained-file capacity. Twenty-five users are included and twenty-five is the maximum. The site limit is not a user allowance. Basic authorized read-only report recipients remain included under Section 5.1.

No Pilot additions or overage purchases are available. There is no extra-user, extra-site or extra-storage price under Pilot. The standard-plan addition table does not apply, even if a billing screen or an older description displays it. Exceeding a quantity does not create automatic purchase consent, an overage fee or permission for unlimited use. An additional payment cannot increase Pilot’s limits. A different capacity requires a separately accepted, supported non-Pilot plan; no change is automatic.

Pilot provides the released operating functions expressly included in its Order. Its included quantities match the stated Growth base quantities, but Pilot does not inherit Growth’s larger maximum, additions, annual option, later features or independent owner-management services. Existing records are not deleted merely because a limit is reached. New use beyond an agreed limit may be restricted under Sections 5.5 and 9.

Fixed program end. Beta ends at the end of December 15, 2026, America/Denver time, immediately before December 16, 2026 at 12:00 a.m. Mountain Standard Time (December 16, 2026 at 07:00 UTC), the Beta Cutoff. This is one program date, not three months from each customer’s start and not a three-month minimum commitment. No new Pilot period begins at or after that cutoff.

Final shortened period. The final monthly period is clipped at the Beta Cutoff. The base price of that shorter period is calculated before charging: $1,050 multiplied by the seconds of access in the shortened period, divided by the seconds in its otherwise applicable full calendar-month period. Round the resulting charge once to the nearest cent, with a half cent rounded upward. The purchase or retained final-period notice states the actual dates, amount and tax treatment. No Pilot add-on line is included. This is pricing for a shorter purchase, not a refund for choosing not to use paid access.

No automatic conversion. Continuing after the cutoff requires the Authorized Buyer to accept a new plan, supported scope, exact price, interval and agreement version. Silence does not authorize Growth, an annual term or another charge. Without a continuation agreement, operational access ends at the earlier validly canceled paid endpoint or the Beta Cutoff; the secure return process remains available under Section 15.

Stratum will send an end-of-beta reminder approximately 30 days before the cutoff. For a later entrant, the initial purchase prominently states the remaining duration and shortened-period price. A reminder does not replace any legally required notice or acceptance. A fixed, disclosed end date does not move merely because a reminder was read late.

Changing an existing customer’s cutoff, fees or material purchase terms requires the Authorized Buyer’s recorded agreement before the change applies. Do not extend collection, undo cancellation or retrospectively shorten paid access by editing this page. Earlier accepted Pilots keep their existing terms until validly amended. Beta status does not remove Stratum’s confidentiality, security, processing or express delivery duties.

5.4 Annual and custom purchases

No annual Pilot is offered. For other plans, an annual subscription exists only when its complete total annual charge and twelve-month commitment are affirmatively accepted. The annual amount is prepaid unless the accepted Order expressly permits installments under Section 6. There is no new automatic annual discount. The monthly table is not authority to bill an annual amount, and custom Enterprise/National Orders may specify different accepted scope. A commercial plan named National does not by itself include every state’s technical requirements, multi-office features or an owner-management product.

5.5 Verification, notice and preserved service

Stratum may use necessary account metadata to measure the accepted license, including enabled operating users, actively managed site records and counted file bytes. A count dispute must identify the units, measurement time, exclusions and relevant purchase record. License verification does not permit inspection of unrelated customer systems or copying operational documents into a sales or training dataset.

A temporary restriction on additional uploads or new working users is distinct from revoking an already paid account. The restriction must address the relevant limit, preserve existing authorized records, and provide a way to correct a counting error or accept an eligible plan change. An addition can be ordered only on a non-Pilot plan that offers it. A site-only or storage-only addition cannot increase the plan’s working-user ceiling. Reducing or deleting data changes usage, not the recurring purchase quantity; an authorized reduction must also be recorded for the appropriate renewal.

No refund follows merely because another eligible plan might have been cheaper. Before a proposed plan change, the new quote must remove redundant additions and identify the complete new recurring total. Stratum does not charge both the outgoing and incoming base subscription for the same overlapping entitlement without an expressly disclosed allocation and customer authorization.

5.6 Applying the Pilot limits

Only enabled, named working users consume working-user capacity; a basic report recipient does not. Pending invitations do not create paid capacity or guarantee that a place will remain available. Admission and reactivation must respect the 25-user maximum. Customer may remove a person’s access and assign a place to another authorized person; credentials must not be shared or impersonated. The customer’s accepted counting definitions, not an unannounced cumulative-user fee, control.

Stratum will validate counted file bytes and active sites before imposing a limit. Restrictions must address new excess use without concealing, corrupting or deleting records already accepted. Where a report or synchronization would exceed capacity, the supported process must provide a safe path to preserve the accepted work and explain what cannot proceed. That safeguard is not an unlimited storage allowance. Customer must reduce eligible use or accept another supported plan before expanded use is available.

For Pilot, 75% and 90% file-capacity notices correspond to 4,500 GB and 5,400 GB. They are warnings, not purchase requests. No overage invoice is generated at 6,000 GB. A legal hold or an existing record-return right must not be defeated by deleting files to force the account under its limit.

Customer must pay the amounts and taxes stated in its accepted Order, using the approved payment route. The purchase screen must display the subscription interval, full initial total, recurring total or computation method, renewal behavior, and cancellation route before payment. Unless a written Order grants credit, initial usable access is conditional on required acceptance and verified successful payment.

For purchases sold through Link using Stripe Managed Payments, the applicable Stripe entity handles the transaction under the terms presented at checkout, and Stratum supplies the software and remains responsible for its product obligations. Ordinary use of a Link wallet is not by itself a representation that a purchase is a Managed Payments transaction. The applicable route and provider terms are identified for the purchase. A Link account is not a Stratum product account, and a receipt does not itself create authorized Stratum membership. A customer’s successfully completed payment through an authorized collection route will not be treated as unpaid solely because the provider delays its payout to Stratum.

The Order must identify the agreed service-start event. When Stratum has made the agreed usable access available to the designated administrator, Customer’s delay in logging in, importing, configuring, training its own staff, or using the Service does not postpone the paid period. If Stratum cannot make the agreed access available on its promised start date, it will not treat that non-delivered interval as consumed merely because a payment was collected. It will correct the service/billing dates by agreement or provide the non-delivery remedy in Section 8.

For an accepted invoiced Order, payment is due on the stated invoice due date. If neither the accepted Order nor its invoice establishes a due date, Stratum must supply and obtain agreement to it before treating Customer as delinquent. Sending an invoice without an accepted purchase does not create an obligation to buy. An annual commitment billed in installments exists only if the Order expressly states the total annual obligation, annual service period, and installment amounts and due dates. It is not inferred from monthly billing; installment frequency does not change the accepted commitment or the cancellation rights in Section 7.

Customer authorizes only the recurring charges and payment-method use it actually accepted. Stratum will reconcile duplicate, failed, pending, and out-of-order events before changing account access. A success redirect is not conclusive evidence of settled payment. Customer should not make a second purchase to resolve an invitation problem. A reversed transaction is reviewed with its actual scope; it does not automatically erase unrelated paid entitlements.

The parties must keep billing and authorized-contact information current. Customer may dispute an invoice in good faith by identifying the disputed item and basis and should pay undisputed amounts when due. This process does not shorten nonwaivable deadlines or require Customer to relinquish a payment-provider dispute right. No late interest, reactivation fee, or separate collection fee applies unless expressly agreed and lawful.

A failed or incomplete initial payment is not an approved line of credit. An invoice for a future period is not proof that the future access is paid. Where a named Customer receives expressly approved invoiced access, retain the agreed due date and limit the extension to that Order; an unrelated customer-invoice or report-release status within Stratum does not establish whether Customer has paid its subscription.

Verified taxes on covered merchant-of-record purchases are handled under the payment route’s terms. Neither this Agreement nor a processor’s presence changes Customer’s own tax duties or gives Stratum permission to charge a tax twice. A bank transfer or other route requires a separately approved payment instruction; it must not be used to avoid the accepted transaction protections.

The accepted Order and confirmation identify actual service-period start and end timestamps and the applicable time zone. A monthly period is a calendar subscription period, not automatically 30 days; an annual period is not automatically 365 days. Where an anchor falls on a missing date, the accepted billing configuration determines the displayed boundary. Inconsistent timestamps must be resolved before charging or ending access. The company does not receive less paid access merely because provisioning was delayed by Stratum.

Customer must provide accurate company and billing information and must not knowingly misrepresent the purchase or its use. Stratum may contest an unsupported refund or dispute using accurate, relevant evidence. It will not condition ordinary card acceptance on waiver of dispute rights, require withdrawal of a good-faith complaint, or impose an unagreed penalty for exercising a protected right.

Where the approved route cannot accurately charge a disclosed final short period or stop future collection at the agreed cutoff, Stratum must use a supported, approved purchase arrangement before accepting that Order. A full monthly charge must not be imposed for a knowingly shorter entitlement without disclosing and agreeing its actual price. Access delivered outside the payment platform must still be matched to the accepted purchase and verified payment.

A purchase link must identify the applicable current offer and its exact price, quantities and accepted versions. Stratum will match the acceptance and verified payment to the correct Customer and retain the transaction record. Customer is not required to create a second paid subscription to repair an invitation or account-matching error. An old or incomplete checkout must not silently replace an offer already accepted.

Cancel renewal at any time. Paid access normally continues to the end of the current Subscription Term. Cancellation is not a refund request and does not cancel amounts already owed for an accepted term. A monthly plan ends at the end of the paid monthly period. An annual subscription ends at the end of its accepted annual Subscription Term, whether its fees are prepaid or paid in installments, subject to valid earlier termination and mandatory rights. Non-use does not convert an annual commitment into a monthly one.

A subscription renews only on the interval and basis disclosed in the accepted Order. Except for Pilot’s fixed Beta Cutoff and final short period in Section 5.3, and unless the Order states that it expires without renewal, it renews for the same interval at the price properly disclosed for that renewal, subject to valid cancellation and applicable notice requirements. No monthly purchase may be converted to an annual commitment without affirmative authorization.

How to cancel. Cancel renewal through the direct subscription-management control supplied with the purchase or by emailing dallas@stratuminfra.ai from an authorized contact with enough information to identify the subscription. Online or electronic enrollment will have a direct, one-step online cancellation action, available immediately after reasonable authentication used only to confirm authority to change the subscription. Cancellation will also be available through the medium used to enroll and any other method required by applicable law; if Stratum offers a purchase through a telephone or other channel, it will provide that channel’s required cancellation information before purchase. Stratum will not require a sales call, exit interview, unrelated survey, purchase, account deletion or new data permission to stop renewal.

The cancellation method will be at least as easy to use as the corresponding enrollment method. Stratum will not require interaction with a representative to cancel an enrollment that did not require such interaction, unless applicable law permits and Customer freely chooses that route. Any optional retention offer will leave the direct cancellation action continuously available and will not obstruct or delay a clear request to cancel. If online authentication is unavailable, a proportionate alternative verification route remains available.

A verifiable cancellation received before the next disclosed renewal time stops that renewal. Receipt time, not the time a staff member reads or processes the request, controls. The confirmation identifies the subscription and access-end date; its absence does not invalidate an otherwise provable timely cancellation. If a timely cancellation is processed late and a renewal charge occurs, the mistaken renewal charge will be corrected.

Customer may ask to disable operational access immediately, but voluntary early disabling does not create a refund of an otherwise delivered paid term. Deleting only a Stratum user account, disconnecting an integration, removing a card, or stopping use does not by itself cancel the company subscription. A request expressly asking for both account closure and subscription cancellation is treated as both once authority is verified. If the payment provider cancels the subscription through its own account-deletion process, that cancellation must be recognized. Conversely, a valid cancellation must be honored without forcing account deletion.

Renewal and change notices. Stratum will provide required renewal, trial, promotional-period and material-change notices in the applicable timing, form and channel, identifying the subscription, upcoming period, charge, cancellation deadline and cancellation method. At least once each year for a continuing subscription, Stratum will send a retainable reminder of the service, charge frequency and current recurring amount, with a direct cancellation route. A paid annual renewal will receive a reminder before its cancellation deadline in the applicable statutory window; absent a different required window, the reminder will be sent 30 to 45 calendar days before renewal. An annual reminder does not replace a separately required pre-renewal or change notice. For a monthly renewal, Stratum will also provide a retainable receipt or notice at least as frequently as Customer is charged, identifying the amount charged and how to stop further renewal charges.

For a discretionary increase in recurring price or a material reduction of included allowance, Stratum will give at least 30 calendar days’ notice for a monthly subscription and at least 60 calendar days’ notice for an annual subscription. Additional notices will be sent within any different legally required window; an earlier general notice does not replace a notice required between an earliest and latest date. The new charge or reduced allowance requires the Authorized Buyer’s affirmative acceptance before it applies. If acceptance is not obtained, Stratum may keep the existing offer or elect lawful nonrenewal under Section 10; it will not collect the unaccepted increase. An already accepted objective usage computation, a separately authorized purchase or a legally required tax change is not an undisclosed discretionary increase, but all applicable notice requirements still apply. A change does not reprice an earlier period.

For a purchase managed through Link, cancellation requested through the applicable Link subscription control is a valid route. Customer need not repeat it in a separate Stratum system to stop the same renewal. Stratum must reconcile provider notices with the accepted subscription. A request that clearly identifies cancellation is not rejected solely because it omits a particular subject line. Where identity must be checked, verification must be proportionate and must not be used to create an unnecessary barrier or an extra renewal.

If the company asks to cancel several subscriptions or the whole account, the confirmation must identify each covered subscription and any separately recurring addition that remains, with the reason. A base-plan cancellation does not leave dependent capacity additions billing as stand-alone services. A genuinely independent service continues only under its separately accepted terms. Reactivating renewal after a valid cancellation requires the authorized customer’s instruction; a failed email or later login is not reauthorization.

For the final clipped Pilot period, the paid endpoint is the Beta Cutoff shown before payment, not the end of an unpurchased full month. Canceling that final period after it has begun does not create a convenience refund. Pilot has no dependent paid additions. For a non-Pilot company subscription, cancellation also stops renewal of dependent recurring user, site and file-capacity additions unless Customer expressly maintains a different, independently supplied service. A recurring add-on is not kept billing after the service on which it depends has ended.

Where automatic renewal requires a separate signature, initials or a distinct opt-in, Stratum will collect that action in addition to general contract acceptance. A subscription will not renew if required authority or a required notice is missing. Stratum may obtain fresh valid acceptance of a prospective offer or let the affected subscription expire; it will not infer that authorization from silence, continued login or an expired payment mandate. Mandatory cancellation or rescission rights remain available even when they provide a different endpoint or refund than this ordinary nonrenewal process.

No convenience refunds or unused-time refunds. Except for the limited exceptions below, paid subscription and capacity fees are non-refundable. Changing plans, reducing users or sites, deciding not to proceed with customer-led setup, using only part of the Service, switching providers, or cancelling renewal does not create a cash refund or credit for remaining days, months, unused users, or unused capacity. The fee purchases the agreed availability and licensed access, not a minimum level of actual usage.

Non-use is not non-delivery. If Stratum supplied the agreed usable access, a decision not to log in or upload data is non-use, not non-delivery. A receipt alone is not proof that access was supplied. Stratum must retain evidence of the agreed scope, delivery, and start date.

8.1 Limited exceptions

• Incorrect or unauthorized charges. Duplicate, erroneous, or unauthorized charges, and renewal charges taken after a valid timely cancellation, will be investigated and corrected through the applicable payment route.
• Non-delivery. If the agreed usable access has not been made available by the promised start date because of Stratum’s failure, Customer may reject a proposed rescheduled start and receive the charge attributable to the undelivered purchase back. Customer-caused configuration or login delay after usable access was provided is different.
• Uncured Stratum material breach. If Customer validly terminates an affected Order for Stratum’s uncured material breach under Section 10, Stratum will return prepaid fees allocable to the terminated, unprovided remainder. A minor defect or an excluded roadmap feature does not automatically qualify.
• Stratum discontinuation for its convenience. If Stratum stops an affected prepaid service before the paid term ends for a reason not caused by Customer’s breach and does not provide an agreed equivalent, the prepaid unprovided remainder is returned. Stratum does not reserve a right to retain payment while arbitrarily withdrawing the corresponding service.
• Mandatory and payment-route remedies. Rights and refunds required by applicable law, the governing merchant-of-record terms, binding payment-network determinations, or the express accepted Order remain available.

8.2 Managed Payments limitation

For covered Link / Stripe Managed Payments purchases, Stratum’s policy remains subject to the applicable Managed Payments refund policy. Stripe reserves a right under its seller terms to issue a refund within 60 days despite a more restrictive seller policy. This is not a separate unconditional 60-day money-back promise by Stratum. No provision here restricts Stripe’s applicable authority or a customer right that cannot lawfully be waived.

Refund administration. When a refund is due under this Agreement, applicable law or the governing payment-route terms, Stratum will initiate it within five business days after determining the amount due, or earlier when required. Stratum will promptly investigate a properly identified claim and will not unreasonably delay that determination or extend a mandatory deadline. Refunds ordinarily use the original payment method, subject to lawful provider procedures, and Stratum will confirm the amount and initiation. Bank or network posting time may follow initiation. A partial refund does not cancel unaffected paid service. No double recovery is due for the same charge, but a bookkeeping check cannot delay a lawful remedy. Stratum does not require a waiver of card-dispute rights as a condition of accepting payment and does not penalize a good-faith dispute.

Allocation of a required partial return. Where this Agreement expressly returns the unprovided remainder of an affected fixed-fee term, allocate the affected prepaid service fee according to the unused calendar days in that term, beginning when the affected service validly ends. Do not refund amounts for unrelated delivered services or duplicate a provider refund for the same loss. Taxes and method-specific adjustments follow the governing transaction rules. This formula does not create ordinary mid-term proration for customer cancellation.

For every refund or reversal, identify the affected Order, amount and service period. A full reversal of the current period may end the corresponding unpaid entitlement through the applicable process; a partial tax correction or unrelated credit does not terminate every company user. Good-faith use of a payment dispute or mandatory remedy is not a contract violation. Stratum may retain evidence and challenge an unsupported claim through the authorized process, but may not require a waiver of protected payment rights.

Requests are assessed by their substance, not by whether the requester used a particular phrase. Evidence may include the accepted scope, agreement edition, payment record, provision of usable access, relevant use and communications. Stratum will not collect unrelated worker location or disclose confidential job records merely to contest an ordinary billing claim. Processing and banking time can affect when an approved return appears; Stratum may not use those external steps as a reason to postpone an applicable deadline for initiating the return.

Before rejecting a request as non-use, Stratum will distinguish the customer’s choice not to use delivered access from a material failure to provide the agreed Service. Submitting a good-faith complaint or using a lawful payment dispute is not grounds for a penalty. Proven fraud, abuse or failure to pay a valid obligation may be addressed through the ordinary evidence-based remedies and proportionate restrictions; the existence of a dispute alone is not proof of such conduct.

Where the only issue is a disclosed limitation, an unpurchased feature or voluntary non-use of usable access, Stratum may deny a discretionary refund. Where a charge or delivery issue qualifies for an exception, Stratum applies that exception to the affected amount and period. Evidence of a customer’s login may corroborate use; it does not by itself prove that every expressly purchased core requirement worked. A claim must be assessed on the actual bargain and performance.

Statutory rescission and sales-channel rights. Any legally required cancellation, cooling-off or rescission right remains available, including a right arising from the way the sale was solicited. A telephone-assisted sale is not assumed to be an online-only transaction merely because payment occurs on a website. Stratum will provide required sales-channel disclosures and cancellation notices. Where applicable law permits a deduction for actual service value used, it will be based on that lawful value; the fact that any use occurred does not automatically entitle Stratum to retain the entire paid term. “No convenience refunds” does not limit these rights or lawful payment disputes.

Initial access may be withheld while required payment is unverified, unless an accepted Order grants credit. For existing service, Stratum may suspend the affected unpaid entitlement if an undisputed amount remains overdue for seven calendar days after a written notice identifying the amount, due date, cure method, and intended restriction. The notice must reach the contractual contact through the agreed channel. A different lawful schedule applies only if expressly agreed in the Order.

A future invoice not yet due is not a basis to revoke an already paid term. A disputed invoice does not justify suspending unrelated paid entitlements solely to pressure settlement. Stratum may take necessary action for a genuine payment reversal, fraud risk, or failure to pay undisputed amounts, but must evaluate the actual purchase and state rather than treating every complaint as nonpayment.

Immediate restriction may occur to contain a credible security threat, unauthorized access, unlawful activity, or a violation creating material imminent harm. Restrict only the affected access or function where reasonably possible. Notify Customer promptly with the reason and path to cure unless notice is prohibited by law or would materially undermine containment. Review the restriction and restore access when the reason is resolved.

A temporary suspension does not itself delete Customer Data. Privacy-request channels, cancellation, incident reporting, and any required return of data remain available through an appropriate secure route. Customer is not guaranteed unrestricted account access where it would expose another person or worsen a security event.

Fees for a valid committed term remain due during a suspension caused by Customer’s breach to the extent enforceable. That rule does not authorize indefinite renewal after access has permanently ended, charges for an unaccepted future term, or double recovery. Stratum will not automatically accelerate hypothetical future renewals. A pending invoice must be distinguished from an active subscription, and Customer’s own customer-invoice status must not be confused with its subscription payment to Stratum.

Commercial suspension must preserve a route for cancellation, a good-faith invoice dispute, an applicable privacy request and legally required record return. A secure manual return can replace interactive access where interactive access would create a real security risk. Except where law requires otherwise, ordinary operational access is not extended indefinitely while an undisputed amount remains unpaid.

Stopping future subscription collection is separate from a refund, a security restriction and deletion. Stratum may not retain a subscription in an indefinite renewal loop after it has permanently ended the corresponding operating service. When a billing account is removed by the merchant of record, reconcile the cancellation, remaining paid entitlement and lawful retention of necessary purchase evidence; do not recreate a canceled subscription without authorization.

Either party may terminate an affected Order for a material breach not cured within 30 calendar days after written notice describing the breach and reasonable cure requirements. Where a breach cannot legally or practically be cured, or immediate termination is required by law, the affected Order may end sooner with an explanation where permitted. Nonpayment may be suspended under Section 9 and terminated if the noticed undisputed amount remains unpaid 30 calendar days after that notice.

Ordinary cancellation ends renewal, not the remaining paid term. At term-end or a valid earlier termination, operational account use ends. A limited export or rights-request route under Section 15 is not a free renewed operating subscription. Reinstatement requires verified authority, a cleared reason for restriction, and an accepted purchase where necessary; it must not create duplicate subscriptions.

Stratum may maintain and improve the Service, but a discretionary change must not materially remove the core functionality expressly purchased for the current paid term without an agreed replacement or the remedy for an unprovided remainder. No future feature is owed unless expressly committed. If a legal or security requirement necessitates a change, Stratum will explain the affected scope where permitted and address resulting contractual remedies.

After valid termination for Customer’s uncured breach, delivered fees remain non-refundable and amounts properly owed remain collectible to the extent enforceable. This is not a right to confiscate unrelated funds, retain data as leverage over a statutory request, or continue billing unaccepted renewal terms. After termination for Stratum’s breach or convenience, Section 8 applies.

Payment obligations validly incurred, confidentiality, ownership, applicable processing/lifecycle duties, restricted survival of licensed artifacts, dispute provisions, and other provisions that by their nature must continue survive to their stated extent. Termination is not a new permission to train on retained Customer Data.

10.1 Stratum nonrenewal

Stratum may elect not to offer a further renewal by giving at least 30 calendar days’ notice for a monthly subscription and at least 60 calendar days’ notice for an annual subscription, or any longer notice required by law or the accepted Order. Nonrenewal does not shorten the paid current term, remove the applicable return/export rights, or authorize an unaccepted higher charge. A fixed expiration prominently disclosed in the accepted Order, including the Pilot Beta Cutoff, governs that purchase without creating an automatic conversion. If Stratum instead ends a paid term early for its convenience, the unprovided-fee remedy in Section 8 applies.

As between the parties, Customer retains its rights in Customer Data and customer-specific outputs. Stratum retains its rights in its software, designs, documentation, methods, and general know-how. Processing a record, assigning it an identifier, or creating an extraction does not transfer the underlying record to Stratum. Neither party obtains rights that the other does not possess.

Customer grants Stratum a nonexclusive license to host, reproduce, organize, transform, display, secure, back up, and transmit Customer Data only as needed to provide the agreed Service, carry out lawful Documented Instructions, meet the specified processing obligations, and complete the permitted wind-down. The distinct permissions for Qualified Statistics and expressly elected Development Materials are in Section 16. No unrestricted license to identifiable source content, personal information or confidential customer records is implied.

Customer represents that it has authority to submit the data, grant the stated service rights, and instruct the specified processing. Where it acts for a facility owner or another controller, it must have the necessary upstream authorization. If authority is disputed, the parties will preserve relevant evidence, restrict the affected use as appropriate, and resolve the scope. Possession of a file or an administrator role does not alone establish source authority.

Each party must protect the other’s nonpublic business, technical, security and customer information (Confidential Information) using at least reasonable care and use it only for the permitted purposes of this Agreement. Disclosure is limited to personnel, advisers and authorized providers with a need to know and appropriate confidentiality obligations, and the restricted transaction recipients described next.

Corporate transaction review. Either party may disclose the minimum necessary Confidential Information to bona fide prospective investors, financing sources or acquirers and their professional advisers solely to evaluate a financing, merger, acquisition or similar corporate transaction, under written confidentiality and use restrictions at least as protective as those applicable here. The disclosing party remains responsible for the disclosures it authorizes. Use summaries, redaction or lawfully deidentified information where sufficient. Disclosure of identifiable Customer Personal Data is permitted only where applicable law, lawful Documented Instructions and source rights allow it; this paragraph does not expand a processing instruction or authorize independent reuse. If the transaction does not proceed, recipients must return or delete the information except for narrowly retained records required by law, which remain protected and purpose-limited. A successor remains bound by the applicable obligations and restrictions.

Information is excluded only to the extent the receiving party can demonstrate that it became publicly available without a breach, was lawfully possessed without a confidentiality duty before disclosure, was independently developed without using protected information, or was lawfully received from another source without restriction. Personal information and Customer Data remain subject to their separate processing, source and use restrictions even when a confidentiality exclusion applies.

Required legal disclosures are limited to what valid process requires. Where lawful, the receiving party will give notice in time to seek protection and reasonably cooperate at the requesting party’s expense, without delaying a required response. A facility’s regulatory disclosure duty does not authorize public distribution of every record. Ordinary confidentiality obligations continue for five years after disclosure. Trade secrets remain protected while they qualify as trade secrets; personal information and retained Customer Data remain subject to applicable confidentiality, processing and use restrictions for as long as retained.

Customer may voluntarily provide product feedback. Stratum may use nonconfidential suggestions to develop its software without a fee. The feedback license does not include Customer Data merely because it appears in a support ticket, screenshot, or example. No right to use a customer logo, testimonial, or identifying case study is granted without separate permission for that use.

Within its defined lawful scope, a license granted in Section 16 is nonexclusive and royalty-free; Customer does not acquire ownership of Stratum’s independently developed software or qualified general improvements merely because its authorized information contributed to them. That rule does not transfer Customer’s original files, override third-party rights, or remove a restriction on a derivative that contains or exposes protected source information.

Embedded platform and third-party rights. Customer’s rights in its records and customer-specific reports do not transfer Stratum’s software, reusable methods, templates or other technology. Stratum grants Customer a nonexclusive right to use Stratum material incorporated into a lawfully obtained customer-specific report as needed to retain and use that report for Customer’s lawful business purposes, including after the subscription ends. This does not permit resale of the platform or extraction of reusable technology to operate a competing service. Identified third-party material remains subject to the rights and restrictions applicable to that material; neither party acquires ownership of a third party’s standards, content or records by placing them in a report.

This Section and Sections 13–15 form the data-processing agreement within these Terms. Section 16 cannot enlarge these instructions or override statutory service-provider restrictions; an optional activity requiring a different role must be separately established before it begins. They apply while Stratum processes Customer Personal Data for Customer, including a limited period of lawful retention after access ends. Customer may be a controller or a processor acting for another controller; Stratum is the corresponding processor or subprocessor for that operation. For separate Account and Business Data purposes, the actual role and applicable duties are described in the Privacy Notice.

Stratum will process Customer Personal Data only on lawful Documented Instructions and for the limited purposes stated here, except where law requires otherwise. It will notify Customer when permitted before compelled processing and will inform Customer if it determines an instruction violates applicable data-protection law. The parties will address the unlawful instruction rather than treating it as an override.

Stratum will ensure authorized personnel are subject to confidentiality duties and appropriate access restrictions; maintain security measures appropriate to the nature and risk of the processing; assist Customer with applicable access, correction, deletion, portability, restriction, opt-out, incident, and assessment obligations; and return or delete eligible data as required by the Agreement and applicable law. Required assistance cannot be denied because a user cancels or declines optional data use.

Stratum will make available information reasonably necessary to demonstrate compliance and allow assessments or inspections required by applicable law. Ordinarily, relevant documentation and written responses are used first. An inspection is confined to relevant processing, protects other customers and security, and uses reasonable advance notice and confidentiality. Frequency or notice limits do not override a legal requirement, regulator direction, or a material incident necessitating additional review. No customer right is satisfied by a report that Stratum does not possess.

12.1 U.S. state privacy provisions

Where applicable U.S. state privacy law imposes processor, contractor, or service-provider restrictions, Stratum will not sell or share covered Customer Personal Data as those terms are defined by that law; retain, use, or disclose it outside the direct business relationship or specified purposes; or combine it with information from another person or source except as the law permits. An optional agreement section does not override a statutory restriction. Permitted internal service improvement is assessed by the actual operation, not by relabeling a shared dataset.

Stratum will provide the applicable level of protection, notify Customer if it can no longer meet the required obligations, allow reasonable steps to verify compliant processing, and cooperate in stopping and remediating unauthorized processing. Customer’s statutory rights of oversight are not displaced by the general confidentiality clause. Stratum certifies that it understands the applicable restrictions and will comply with them for processing under the accepted Agreement.

A direct request from an individual concerning customer-controlled records will ordinarily be routed to the responsible Customer for instructions, with reasonable assistance. Stratum will still perform its own independent duties and will not disclose a person’s information to an unverified requester. A requester need not buy a subscription or accept new commercial terms to exercise a legal right.

Allocation of processing roles

Customer determines the lawful purposes of its operational processing and may itself be a processor for a facility owner or another organization. Stratum must not assume that payment makes Customer the sole controller or owner. Stratum processes those records under the identified instructions as processor or subprocessor. If an intended activity requires a different legal role, the parties must establish that role and the required notices, contracts and choices before the activity; an optional election cannot silently contradict mandatory processor restrictions.

Customer is responsible for giving lawful instructions and handling the controller obligations it actually holds. Stratum is responsible for the duties it actually holds, including protecting data, complying with restricted instructions, notifying inability to comply and supplying required information or assistance. Neither party must accept an unlawful instruction. An instruction outside the supported technical scope requires an agreed lawful route rather than an undocumented transfer to an unrelated business tool.

12.2 Return, deletion and assistance

Stratum will stop the affected processing at Customer’s lawful request made to implement an authenticated individual-rights request, to the extent required by applicable law.

At the end of processing, Stratum will, at Customer’s lawful direction, return or delete Customer Personal Data and require the applicable subprocessors to do the same, except to the extent continued retention is required or otherwise specifically permitted by applicable law. Stratum may not replace a lawful deletion instruction with a new deidentified-data product at its own election. A deidentification method may satisfy a request only where that method is legally sufficient for the particular request and consistent with Customer’s documented instruction.

Information retained under a legal exception is segregated or access-restricted where appropriate, used only for the permitted purpose, and removed when the exception ends. The existence of a dispute permits a scoped hold, not a general transfer of all Customer Data into permanent Stratum property. The parties will coordinate the required return, downstream notices and deletion evidence; incomplete implementation does not extend a statutory response period.

Customer’s requests for assessments, risk information and regulatory assistance must be relevant to this processing. Stratum may protect other tenants, trade secrets and system security through reasonable procedures, but not prevent an inspection or disclosure required by law. An independent report may substitute for an inspection only where the applicable rule permits that alternative and an appropriate report actually exists.

12.3 Purpose-specific quality and security work

Permitted service quality work is limited to diagnosing failed imports, correcting extraction or mapping behavior for authorized records, detecting software defects, evaluating access/security failures, and measuring service reliability and capacity. Use only the data reasonably needed for that task and apply access, retention and source restrictions. Where applicable law permits internal service improvement, the resulting improved software may benefit other customers; that does not permit using one Customer’s personal records to perform a new service for another person.

Stratum must not change from processor to independent controller for an identifiable-data purpose merely by calling it improvement or receiving an administrator click. A different role and purpose must satisfy the applicable law, upstream authority, notice and consent requirements before the transfer or reuse. In particular, a general license is not a substitute for restricted processor contracts or specific statutory consent.

Where stricter applicable processor law permits retention after service only when required by law, that stricter rule governs Customer Personal Data. The independent-account, Qualified Statistics and elected-development provisions do not provide a fallback permission to retain such source data. Each purpose must have its own lawful classification and source authority.

The following services support the described operations. For processing on Customer’s instructions, Stratum engages subprocessors under written obligations appropriate to their tasks and remains responsible for the processing it undertakes. Each subprocessor contract must require the subprocessor to meet the data-protection obligations applicable to its processing that Stratum owes Customer under Sections 12–15 and applicable law, including the required restrictions, confidentiality, safeguards, rights assistance, and return or deletion duties. Where California law applies, the downstream contract must satisfy its applicable service-provider or contractor contract requirements. Independent transaction services and user-selected external destinations have separate roles.

Customer authorizes the subprocessors for the specified service purposes, not for unrelated data exploitation. Stratum maintains an account-specific provider record identifying relevant legal entities, tasks, locations, contract versions and known onward services. A vendor’s general list of AI or analytics providers is not evidence that Stratum content is sent to each listed provider. Stratum must verify the applicable flow and cannot promise that all downstream processing is absent merely because its own application has no direct integration.

For a new direct subprocessor, Stratum will give 30 calendar days’ advance notice to the designated contact, identifying the provider, purpose and relevant location, and allow a reasonable data-protection objection before the transfer. For an existing provider’s onward change, Stratum will pass on material notice promptly after receiving it and comply with the advance-authorization and objection requirements that actually apply. It will not promise an advance period its upstream contract cannot deliver. Where a required authorization cannot be met, Stratum must stop or reroute the affected transfer before it begins.

The parties will seek a reasonable mitigation or lawful alternative for a substantiated objection. If none permits the affected service to continue, either party may terminate that affected portion, with the unprovided prepaid remainder returned under Section 8. An urgent replacement necessary to contain harm or meet law receives as much advance notice as practicable and prompt explanation, but an emergency label does not remove a mandatory prior-permission rule.

Customer-selected integrations remain subject to their actual source agreements. A connector revocation, local token removal, upstream grant revocation and deletion of imported copies are different operations. Their supported behavior must be explained before enabling the connection. Restricted provider-source material is not converted into unrestricted Development Materials by downloading, re-uploading, extracting or renaming it.

Stratum will maintain reasonable administrative, technical and organizational safeguards appropriate to Customer Data, the accepted use and the processing risks. Safeguards address authorized production access, account authentication and authorization, tenant separation, protected transmission and storage, credential handling, controlled record changes, recovery, and incident response. The measures represented for a purchased release must be measures actually in operation.

No Stratum certification, independent assessment, product multi-factor authentication capability, administrator-proof history, fixed recovery objective, continuously staffed monitoring or uninterrupted service is promised unless expressly supported and included in the accepted scope. Customer protects its accounts and devices and maintains appropriate professional contingency procedures; these obligations do not replace Stratum’s own duties.

Stratum restricts access to Customer Data to personnel and providers with a need for the authorized purpose and appropriate confidentiality duties. Support is not blanket permission to copy production files to personal AI accounts, demonstrations or development environments. A necessary exceptional copy must have an authorized purpose, limited contents and access, a defined lifetime, and an accountable operator.

14.1 Incidents and notice

Stratum will promptly investigate credible suspected compromise, contain the affected access where appropriate, preserve relevant evidence and notify Customer without undue delay when a Security Incident or an applicable earlier notice trigger occurs. A legal notice based on reasonable belief is not deferred until an internal incident is labeled confirmed. Available facts may be provided initially and supplemented; a final root-cause analysis is not a prerequisite to timely notice.

Notice will identify known affected information, the general nature and timing of the event, containment or mitigation steps, a contact and information reasonably needed for Customer’s response. The parties cooperate in meeting their respective notice and remediation duties. Neither can prohibit a notice to an authority or affected person where law requires it. Investigation or notification is not itself an admission of fault. An agreed cure period for a commercial breach does not postpone incident notification.

14.2 Audit evidence and recovery

For material account, permission, record and legal-acceptance events within the supported workflow, Stratum will maintain evidence identifying the acting identity and organization, action, affected resource, time and outcome, and the relevant version or change reference. It will collect only what is necessary for accountability. Audit evidence will not contain passwords or reusable tokens, and will not duplicate complete document contents where a limited reference is sufficient. Any retained personal detail remains subject to applicable purpose, retention, correction and deletion requirements.

Corrections will preserve necessary history without presenting superseded information as current. A cryptographic digest helps identify bytes; it does not establish that a test occurred, that a person had legal authority, or that an infrastructure administrator cannot change a database. Stratum may not describe an application-level append-only mechanism as administrator-proof.

Recovery copies support restoration and are not a purchased archive. Stratum must maintain its agreed recovery process and reapply applicable deletion, revocation and restriction instructions after restoring a backup. An unresolved security risk must be remediated, effectively mitigated, or the affected use restricted. Merely describing the risk in this Agreement does not make the processing lawful or fulfill an agreed safeguard.

Legal acceptance evidence will identify the agreement version, company, acting person and role, action and event time, with necessary transaction and integrity references. Operational audit evidence will identify actions and affected record versions without copying unnecessary personal content into immutable payloads. Hashing identifies bytes; it does not independently establish signer authority, nonrepudiation or regulator approval.

Acceptance evidence and operational audit records are not the same database object as an ordinary account profile. The relevant acceptance event is retained without a reusable invitation token or an unnecessary copy of a person’s route or document. Any operational audit identifier, hash or pseudonymous reference that remains reasonably linkable to an individual is handled as personal information where the applicable definition requires it.

Access, capacity, required records and custody are different. A subscription supplies operating access and the licensed file pool. It is not a perpetual archive, a promise to fund custody after cancellation, or a universal regulatory retention period. No paid Vault or successor-custodian product is included unless a separate supported scope is expressly accepted.

Retention is determined by the information’s actual purpose, documented customer instructions, an identified recordkeeping requirement and an existing legal claim or hold. For a class whose end date depends on an event not yet known, the criteria below govern until that event occurs. A speculative future product, unused capacity or general desire to keep everything is not a continuing personal-data purpose. The category-specific limits in Privacy Notice Section 8 also apply: completed staging copies normally expire within 30 days; routine diagnostic logs within 90 days; necessary security logs within 12 months; ordinary support history within 24 months after the last substantive interaction; and limited necessary transaction evidence ordinarily within seven years of the relevant transaction or relationship end. Each category’s stated purpose, earlier-disposal rule and specific lawful exception controls. These are service commitments, not universal statutory maximum periods.

15.1 Basic return

Basic return covers Customer Data held by Stratum and within Customer’s authority: available original files, reports, attachments, customer-entered structured records and reasonably necessary identifiers, versions and provenance. It excludes another customer’s private information, secrets, Stratum source code and internal material that is not Customer Data. Identify missing originals and exclusions honestly. An index or hash without the underlying requested file is not a complete file return.

Stratum may provide secure staged deliveries for large returns. A timely request does not expire because Stratum is late. A standard return is not conditioned on buying another operating subscription or waiving rights. Customer-requested custom transformation, cleanup or migration beyond the required return may be separately scoped and priced where lawful. The size of an archive does not itself authorize a surprise retrieval fee.

The ordinary return and retrieval period does not extend a shorter category-specific retention limit, including the raw-coordinate capture-age ceiling. Stratum will identify an approaching category deadline and promptly coordinate delivery and, where necessary, a shorter retrieval opportunity while the records remain eligible. It will not deliberately delay a valid request or delete records to frustrate it. Retention beyond a category limit is permitted only for the minimum records subject to an independently applicable legal preservation duty or a documented, scoped lawful hold relevant to that request; an ordinary export label is not sufficient. Such copies are restricted to the required response, are not used for development or ordinary operations, and are disposed of when that basis ends. A request does not restore records already lawfully deleted.

15.2 Holds, deletion and corrections

A hold identifies its legal authority or existing matter, the affected records, the responsible reviewer and the release condition. Retain only the necessary scope, restrict unrelated use, review continuing need and resume the applicable lifecycle when the hold ends. Coordinate relevant original files, derivatives, audit references, recipients and backups. A hold received while deletion is in progress requires prompt human escalation; it is not silently discarded.

Account closure, access suspension, a queued request or an archive marker is not completed erasure. A valid request must be processed through applicable authority and privacy rules. If a specific retention exception applies, explain the permissible basis when appropriate and restrict retained use. Once an item is no longer personal information, it may still be protected by confidentiality, copyright, source restrictions or a deletion instruction.

Correction can preserve a necessary history of the fact that a change occurred without keeping every unnecessary personal field in immutable payloads. Customer’s recordkeeping duties do not excuse Stratum’s own privacy obligations. Conversely, an individual’s account closure does not automatically instruct deletion of the company’s independently required operational records.

No subscription cancellation or term-end grants a new development license. Future funded custody requires an accepted scope identifying records, end dates or event triggers, retrieval, charges and continuity if the service is discontinued.

15.3 Retention is not a secondary-use license

A record held for legal defense, a statutory retention duty, an export request or recovery cannot be used for a different development purpose merely because the copy still exists. The retention decision identifies its purpose, start event, end condition, stores, responsible party and any recipient obligation. Necessary retention may continue until an event occurs, but speculative future usefulness is not an end condition.

An authorized request concerning one individual is assessed against the actual records and duties, not automatically translated into deletion of every company record. Stratum must also avoid retaining every historical personal field merely because the company’s equipment history remains useful. Correction, deletion, identity removal and a limited factual audit event may require different treatment. The Customer and Stratum document any lawful exception and review it when its basis changes.

15.4 Support correspondence and provider residual copies

Support correspondence is limited to the information needed to resolve the request and meet a specific business, legal or claim purpose. Support mail is not a second tenant archive, and raw routes, credentials and unnecessary original records must not be copied into mail merely to extend their life. When eligible support content is deleted from active systems, restricted residual copies within Google Workspace may persist for up to 180 days after the deletion instruction only to the extent the actual applicable account contract and law permit. That provider-specific residual period does not extend the active-content deadline, the product-backup limit, a raw-location deadline or an earlier binding deletion requirement. If the route cannot meet a required deadline, Stratum will restrict intake or use a compliant alternative before accepting that processing.

The standard Service uses supported parsing and review workflows; an external-model extraction service, pooled model-training program or independent data product is not included merely because this Agreement describes a possible permission for it. This Section grants defined service-improvement rights and establishes the additional conditions for any future optional development program. Optional features remain unavailable until the required scope, authority, notices, provider terms and controls are established. Core service and legal duties do not depend on an optional contribution.

16.1 Service delivery and quality work

Within the service license and Section 12, Customer authorizes Stratum to inspect and process the limited records needed to diagnose and fix errors, validate mappings and outputs, test reliability, prevent abuse, and measure capacity and performance of the Service. Authorized staff and approved providers may assist on a need-to-know basis under appropriate confidentiality and processing obligations. Work on a real support example does not automatically put that example in a pooled training corpus.

General methods and software improvements learned while lawfully performing that work may be incorporated into Stratum’s service for other customers. The original personal data, contact list, site history, confidential report or restricted template is not thereby available for a different customer’s use. A permissible quality improvement and a new independent processing purpose are evaluated separately.

16.2 Qualified Statistics and nonconfidential technical knowledge

Subject to Section 12 and source restrictions, Customer authorizes the lawful creation and use of Qualified Statistics from permitted service operations. Eligible examples can include aggregate import-error rates, file-format compatibility, service latency, feature reliability and non-identifying distributions of work types. They must meet the definition in Section 2 before independent reuse.

For Qualified Statistics and nonconfidential technical knowledge that Customer has authority to license, Customer grants Stratum a nonexclusive, worldwide, royalty-free license to retain, combine, analyze and use them to operate, secure, evaluate, develop and improve Stratum products, train or evaluate general technical models, prepare non-identifying benchmarks and describe aggregate product performance. Stratum may use approved contractors and service providers for those purposes and transfer this qualified right with a bona fide business successor subject to the same restrictions. Commercial use of a qualifying benchmark is allowed; sale or publication of the underlying Customer Data is not.

Such qualified rights survive ordinary cancellation for as long as the information continues to qualify and the relevant law and source rights permit. They do not depend on Customer continuing to buy the Service or entitle Customer to ownership or royalties in independently created Stratum software. Qualification must be documented, not assumed from deleting a name, hashing an identifier or putting data into weights. Do not retain a reidentification key or publish a small cohort that exposes a customer, site or person. Where deidentification is relied on, Stratum commits to maintaining the data in that form, not attempting reidentification, and binding recipients to applicable restrictions. The only exception is testing expressly permitted by applicable law solely to determine whether the deidentification process satisfies the applicable requirements; it does not permit operational use, person profiling or reuse of an identified result for another purpose.

This permission cannot override a controller’s binding deletion instruction, an incompatible-purpose prohibition, a source-provider policy, a confidentiality restriction or a person’s nonwaivable rights. Raw technician traces, signatures, compensation, private communications, identifiable facility events, customer-specific rates, and credentials are excluded. A dataset that needs any of those materials is not admitted through this statistics license.

16.3 Optional Development Materials

A separate recorded Optional Data Election within this Agreement may authorize a defined contribution of materials beyond Qualified Statistics. The election must identify eligible sources and rights, excluded information, permitted operations, intended beneficiaries, providers and recipient classes, start/end criteria, withdrawal and derivative treatment. Evaluation, retrieval, customer-specific adaptation, shared-model training, dataset distribution and external data products are distinct operations; none is selected by implication.

For the operations actually selected, Customer grants Stratum a nonexclusive, worldwide, royalty-free right to reproduce, organize, annotate, transform, combine, evaluate and use the specified materials, including model training if expressly selected. Sublicensing is limited to approved processors necessary for the elected operation, or to specifically identified external recipients if the election separately permits distribution. The source rights must cover those operations. Training on a licensed standard or form requires the necessary rights in that source; possession of a copy is not sufficient.

The standard election excludes precise worker location, personal identifiers, signatures, confidential customer/site facts, credentials and protected third-party templates. A broader program is unavailable until its exact scope, lawful basis, notices, permissions and controls are independently established. An employee accepting an invitation cannot make a company contribution election merely by being a user. A customer administrator cannot license a facility owner’s or another person’s rights it does not hold.

16.4 Ownership, withdrawal and surviving artifacts

Stratum retains its rights in independently created code, methods and models. Customer retains its underlying content rights. A valid election may allow already-created Development Artifacts to continue after ordinary cancellation or withdrawal, but only for the explicitly surviving purposes and only if continued possession and use satisfy applicable law, confidentiality and source restrictions. The surviving rights must be identified before training, not invented after a withdrawal.

Withdrawal stops new collection and future use of contributed source material as stated in the election and law. Maintain a traceable connection between the accepted election and source copies, annotations, evaluation sets, embeddings, training versions and retained artifacts. Delete, restrict, retrain or otherwise remediate affected copies and artifacts when the applicable obligation requires it. Deleting a dataset does not prove removal of its influence from a model. Stratum does not promise guaranteed unlearning and may not use that limitation to disregard a lawful remedy.

16.5 Conditions before activation

No optional program starts until Stratum has verified source eligibility, its processing role, provider terms, necessary customer authorization and any required individual consent, access restrictions, the retention/deletion route, and tests for unauthorized disclosure or reconstruction. An operator’s approval of a destination is not a customer grant. General Terms acceptance or a Privacy Notice acknowledgment is not statutory consent to an incompatible purpose.

Covered Google Workspace API data and restricted derivatives must not enter generalized training contrary to the governing provider policy. A permitted model API does not entitle the provider to train its own models on Customer Data unless that separate use is lawfully authorized and disclosed. Source restrictions persist through copies and derivatives.

The standard Service does not sell identifiable personal data, run targeted advertising, distribute raw customer datasets, score workers or insurance applicants, or operate a public cross-customer site-history repository. An optional disclosure to owners, insurers, manufacturers, regulators or another business requires its own specific authorized scope; Section 17 controls operational sharing. Data-broker, consumer-reporting, sensitive-location, international-access and training-transparency duties must be assessed before a relevant new business model starts.

Declining an optional contribution does not reduce the core subscription already purchased. Older data remains governed by the permissions and representations applicable when collected unless a valid new authorization permits the proposed use. A corporate sale, website edit, beta extension or new software version does not silently enlarge that permission.

16.6 Qualification is a precondition

The Qualified Statistics license applies only after a documented assessment establishes that the proposed creation and use are lawful under the original service purpose, source permissions and confidentiality duties. It does not allow Stratum to read an unrelated file or create a new training source merely to make it anonymous. If an artifact fails qualification or contains restricted information, it remains subject to that restriction and is quarantined, removed or remediated as required.

A qualifying technical improvement may remain in Stratum’s products after ordinary cancellation; Customer does not acquire a royalty or ownership claim solely because lawful work for Customer contributed to it. This does not insulate a model that reproduces protected content, authorize a purpose forbidden by law, or prevent a lawful privacy or intellectual-property claim. Before any optional training, Stratum records the permitted operations and any continued rights in already-created artifacts rather than relying on future silence.

An authorized customer action may share the specific records or outputs that the released feature permits with an identified recipient. Matching a site, brand, equipment identifier, address, or ownership claim does not itself authorize access to another customer’s information. Customer must have authority for the intended disclosure; Stratum must apply its own access obligations.

A grant must distinguish viewing, downloading, receiving a copy, onward distribution, and permitted reuse. Sharing for operating a facility does not authorize model training, insurer scoring, manufacturer licensing, or public publication. An external recipient’s license is no broader than the disclosed grant and applicable law.

Some delivery methods create a copy beyond Stratum’s control. A bearer link may be usable by a person to whom it is forwarded; an emailed or downloaded report may remain after a link is revoked. Stratum will not describe revocation as recall of all outside copies. Where the supported function checks permissions on each request, revocation applies to future access through that function.

Corrections and superseded outputs must remain distinguishable where the supported workflow provides them. Sharing must preserve necessary context without unnecessarily exposing worker location or embedded photo metadata. Customer-directed publication is not permission for Stratum to aggregate all private tenants into a shared site-history database.

Any future network collaboration or external data product requires an expressly authorized purpose, source-right assessment, recipient restrictions, access and correction process, and any additional legally required disclosure. Those provisions may be incorporated into this Agreement, but the current contract does not assume the future product exists.

Basic included report delivery does not authorize an independent owner account to control Customer’s source history. A customer’s receipt of one shared copy does not establish ownership of another contractor’s private records at the same site. A change in site ownership or service contractor requires a new authority assessment for ongoing access. Preserve valid report-version and recipient context; do not retrospectively rewrite another organization’s record by assigning a common site identifier.

Customer-directed operational sharing must remain separate from Stratum’s independent data products. A recipient needing a copy to meet an existing statutory or contractual record right is not forced to grant a new model-training license as the price of that copy. Stratum does not guarantee removal of an independently stored recipient copy after revocation; recipients remain subject to any applicable confidentiality, processing and onward-disclosure restrictions.

A worker’s precise device location and original photograph metadata are not included in a recipient’s access merely because that recipient can see the job or report. Limit disclosure to the necessary authorized content, use a separately identified sanitized delivery copy when appropriate, and preserve any original only for its justified evidentiary purpose. If a recipient needs identifiable location for a particular lawful matter, verify that separate authority and limit the grant.

A recipient’s access rights arise from the actual authority, notice and acceptance applicable to that recipient; listing a recipient duty here does not prove a nonparty agreed to it. Customer must not forward a bearer link to an unauthorized person. Required disclosures to an authority or entitled person use an appropriately limited route and do not grant that recipient general access to the operating account.

Stratum warrants that it has authority to provide its software license and will perform the purchased Service in material conformity with the expressly agreed scope, using reasonable skill and care. Customer must describe a suspected nonconformity with enough information to investigate. Stratum may correct the defect or provide a substantially equivalent agreed solution. If a material breach remains uncured under Section 10, the applicable termination and unprovided-fee remedy remains available.

Limited warranties. Except for these express commitments and rights that cannot lawfully be excluded, the Service is provided without implied warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation. There is no guarantee of regulatory approval, prevention of every incident, business savings, preservation of every offline action, or fitness for an undisclosed use. Disclaimers are not a waiver of Stratum’s confidentiality, security, processing, or express delivery obligations.

Customer is responsible for decisions made using the Service and for independent professional review appropriate to its work. Customer responsibility does not turn a demonstrable Stratum failure to perform the express bargain into “customer non-use.” Neither party may rely on a general disclaimer to excuse fraud, willful misconduct, or liability that applicable law does not permit it to disclaim.

Stratum’s platform defense. Subject to Section 20, Stratum will defend Customer against a third-party claim that authorized use of Stratum’s unmodified paid Service infringes the claimant’s U.S. patent, copyright, trademark or trade-secret rights, and pay damages finally awarded and settlement amounts approved under this Section. This obligation does not cover a claim to the extent caused by Customer Data, an unauthorized modification, a combination not supplied or required by Stratum where the claim would not otherwise arise, or use outside the Agreement.

Stratum may obtain continued rights, replace or modify the affected function without materially reducing the purchased scope, or terminate the affected portion and return prepaid fees for its unprovided remainder if the other options are not reasonably available. This is the specific contractual remedy for a covered infringement claim, without excluding nonwaivable rights. It is not a warranty that every customer-uploaded source, customer-authored report or future AI output is noninfringing.

Customer’s source and instruction defense. Subject to Section 20, Customer will defend Stratum against a third-party claim to the extent it alleges that Customer Data supplied by Customer, or a processing instruction Customer gives, infringes the claimant’s intellectual-property rights or violates the claimant’s privacy or other legal rights because Customer lacked the rights or authority it represented under Section 11, or results from Customer’s material unlawful use of the Service. Customer will pay damages finally awarded and settlements approved under this Section to the extent attributable to that source, instruction or conduct. Knowledge of the missing authority is not required to trigger this defined defense obligation.

Customer’s obligation does not apply to the extent the claim results from Stratum’s processing outside authorized instructions, Stratum’s own infringement or breach of this Agreement or applicable law, or an alteration or combination by Stratum that caused the claim and was not required by Customer’s instructions. Customer does not indemnify Stratum merely because a claim involves information stored in the Service. Stratum remains responsible for its independent reuse and disclosure decisions.

Defense process. The indemnified party must give prompt notice, permit the responsible party to control the defense with competent counsel, and provide reasonable cooperation at that party’s expense. A delay excuses performance only to the extent it materially prejudices the defense. No settlement may admit the other party’s fault, impose a nonmonetary obligation, or fail to release the covered claim without that party’s consent, not unreasonably withheld. Each party may participate through its own counsel at its own expense. Covered defense costs, final damages and approved settlements fall within the protected-claims cap in Section 20; the consequences exclusion is applied as specified there.

General Liability Base. To the extent lawful, each party’s aggregate liability for an affected Order, under any theory including ordinary negligence, is limited to the greater of $1,000 or the fees paid or lawfully payable under that Order during the twelve months preceding the event first giving rise to the claim (G). Only accrued fees count; unaccrued future fees and hypothetical renewals do not. Taxes and third-party pass-through charges are excluded. Renewals of the same subscription are treated as one Order for this calculation, and each fee is counted once. A monthly invoice does not create a separate or renewed allowance.

Related claims and multiple Orders. Related acts or omissions are grouped from their first occurrence. A change in legal theory, renewal, or number of claimants does not reset the allowance for that group. For claims involving more than one affected Order, count the relevant affected fees once and apply one $1,000 minimum to the aggregate calculation, rather than adding a minimum for each Order. Neither party may recover the same loss twice.

Protected claims. The aggregate cap for breach of confidentiality, the integrated data-processing or security obligations, or an express indemnification obligation under Section 19 is twice G. For a related event giving rise to both general and protected claims, the combined recovery cannot exceed twice G, and general claims remain subject to their ordinary limit within that combined amount. The higher cap replaces, and does not add to, the general cap for the same loss. Covered defense expense, final third-party damages and approved settlements consume the applicable cap.

Surviving obligations. For an event after an Order ends that arises from obligations surviving that Order, calculate G as of the end date using the then-preceding twelve months. It does not later decline merely because time passes. A later lower-priced service or separately accepted custody Order does not retroactively reduce the allocation for an earlier breach or already accepted surviving custody. The same nonduplication rules apply; this paragraph does not create an unpurchased archive service.

Excluded losses and indemnity alignment. To the extent enforceable, neither party is liable to the other for indirect, special, punitive or consequential losses, or lost profits, arising from the Agreement. This exclusion does not remove covered reasonable defense costs, covered final third-party damages or approved settlements under Section 19 merely because the third party describes its loss in one of those categories; those amounts remain within, and consume, the applicable protected-claims cap. Reasonable direct restoration or reconstruction costs are not automatically excluded merely because they concern data. The actual nature of the loss and applicable law control.

Preserved liabilities and remedies. These limitations do not restrict accrued payment obligations, expressly owed refunds or credits, fraud, willful misconduct, gross negligence, or liability and remedies that applicable law does not permit the parties to limit. An intentional decision in an ordinary contract dispute does not by itself establish willful misconduct. Payment corrections and return of prepaid unprovided fees under Section 8 are performance of the agreed remedy and do not consume a damages cap. No provision binds a regulator, eliminates a nonparty’s rights, prevents a protected statement or government report, or waives a lawful payment dispute. Section 20 allocates risk between Stratum and Customer; it does not impose the company’s cap or debt on an individual merely because that person is an Authorized User.

Legal, billing, cancellation, security, and privacy messages may be sent to dallas@stratuminfra.ai, with the relevant subject and account identification, unless a verified replacement channel is provided. Do not send passwords, full payment credentials, or unnecessary sensitive records. Stratum will use the designated company contacts for contractual notices and provide another required channel where law demands it.

Postal notice address: 15482 S Revolutionary Way, Bluffdale, UT 84065. Customer must keep its notice contact accurate. A legally required notice is not deemed delivered merely because a system queued it. Where a statute specifies personal, certified, or another delivery method, the applicable method controls.

Each accepted Order retains its Agreement, catalog and applicable election versions. Stratum will not rewrite a past purchase by editing a live page. Clarifications that do not materially reduce rights or add obligations may be published with an updated version and notice appropriate to their significance. A material adverse change to an existing commercial bargain applies only to a prospective renewal following the required notice and the Authorized Buyer’s affirmative acceptance, or earlier by a separately recorded mutual amendment. A legally required change applies to the extent and at the time law requires, with notice as soon as permitted. Refusal of an elective change permits Stratum to use its lawful nonrenewal process; it does not authorize an unaccepted charge or retroactive change. New data purposes follow Section 16 and the separate authority and consent requirements, not a continued-use fiction.

Stratum will provide a retainable acceptance or purchase confirmation. Cryptographic hashes may help identify the retained bytes, but are not a substitute for authority, notice, or assent. No customer is required to accept a new optional data license merely to download previously authorized records during the agreed exit process.

A change requiring renewed acceptance must identify what changed, which agreement/election version applies and the effective date. Record acceptance by a person authorized for that subject. A pending checkout tied to an older offer must either preserve that offer or be replaced before payment; a new live page must not change what a buyer accepted in an already-open session. Refusal of an optional data election does not prevent exercise of existing export, cancellation or statutory rights.

A material change to the individual User Terms will be presented to the affected user before renewed acceptance is requested, with a retainable version and an explanation of the change. Continuing to hold an account is not by itself consent to a new optional data purpose. Required notices for nonusers, workers and people whose information is supplied by a Customer remain the responsibility of the party to whom applicable law assigns that duty; an administrator notice alone does not replace them.

This Agreement provides one national B2B contract framework. Its commercial scope is business operations; mandatory privacy, security, renewal, workplace-monitoring and sector rules still apply according to the actual party, individual, activity and location. Choosing Utah contract law does not remove another applicable mandatory protection. No plan promises that every state’s technical forms or regulatory program is implemented.

Formation and renewal. When a transaction is covered by a consumer recurring-billing rule or a business-service renewal statute, Stratum must provide that rule’s disclosures, evidence of authorization, notices and cancellation method. A notice sent outside a statutory earliest/latest window does not satisfy it. A general agreement checkbox does not substitute for a separately required authorization or formality. Section 7 is the contractual baseline; the applicable mandatory protection governs an inconsistent term.

Processing. Sections 12–15 provide specific instructions, personnel confidentiality, security, assistance, subprocessing, audit and return/deletion duties for the relevant processing relationship. California service-provider/contractor restrictions and other applicable processor requirements govern their respective covered information. Optional data permissions cannot waive a prohibited sale, override a processor restriction or legalize unnecessary sensitive-data processing.

Workers and nonusers. Customer’s status as a business does not mean every worker or customer contact has waived individual rights. Employment exclusions differ between laws. Employer monitoring notices, any required posting and consent, and Stratum’s own point-of-collection information are separate responsibilities. A legal request does not require purchase or acceptance of additional commercial terms.

New scope. International customers, foreign-law protected transfers, regulated health data, biometric identification, restricted government data, automatic significant decisions and independent owner-management services are not added merely by updating this page. Required instruments, assessments, recipients, scope and controls must be established before the new use. Additional notices may be delivered within these documents or at the affected feature when law permits; the parties do not guarantee that every future activity can lawfully use only two documents.

For covered sensitive-data activities, some jurisdictions prohibit a use rather than allowing it after a general opt-in. Customer consent does not authorize Stratum to sell prohibited precise geolocation, disregard purpose-minimization rules or bypass source-license restrictions. Employer monitoring duties are separately assessed by the worker, place, device and activity; privacy-law employment exclusions do not imply no monitoring or security obligations.

Any legally required category-specific notice, request method, recipient information, appeal mechanism or separate authorization is supplied through the applicable part of the Privacy Notice or the relevant collection/choice interface. A two-document architecture does not prohibit a legally necessary feature-specific disclosure, and does not convert every external recipient into a Customer party.

A newly enacted law, changed processing purpose, new source category or newly affected jurisdiction may require an updated notice, product control, permission or supplement. The two-document structure is intended to organize the relationship; it is not a guarantee that no later legal requirement will apply. Stratum will not rely on the governing-law clause, a B2B label or a broad consent box to override mandatory protections.

Business-renewal formalities. A business purchase may still receive protections under an applicable renewal or solicitation statute. Stratum will assess the actual transaction, including relevant business size, use, sales channel, duration and cancellation deadline, and supply any required separate renewal opt-in, signature or initials. Required personal, certified-mail, electronic or other notice will use the prescribed method. Statutory rescission, termination and refund remedies take priority over a conflicting no-refund or renewal provision. Stratum will not offer an affected renewal through a process that cannot supply its required formalities.

Governing law and business-party forum. Utah law governs the contract, excluding rules that would select another contract law and subject to mandatory applicable protections. To the extent lawful, Stratum and Customer submit to the exclusive jurisdiction of the state courts located in Salt Lake County, Utah, and the United States District Court for the District of Utah for disputes arising from this Agreement, and consent to personal jurisdiction there. A party may seek lawful provisional relief in another court with jurisdiction where necessary to protect confidential information or prevent unauthorized access. This provision does not bind a regulator or nonparty, impose a business-party forum on an individual solely through account access, or waive a forum or remedy that applicable law preserves.

The parties are independent contractors. Neither may bind the other except for an expressly authorized act. Customer may assign an Order to a successor to the relevant business with Stratum’s consent, not unreasonably withheld where scope, credit, authority, and legal obligations remain materially equivalent. Stratum may assign the Agreement in a bona fide corporate reorganization or sale with notice, but assignment does not expand permitted data purposes or reduce existing obligations.

Neither party is responsible for delay caused by events beyond reasonable control to the extent it could not reasonably prevent or mitigate them. The affected party must take reasonable mitigation steps and resume performance. This provision does not erase already owed fees or override the remedies for a prepaid service that will not be supplied. Insolvency, staffing shortages, or a preventable security failure are not automatically excused merely by naming them force majeure.

For conflicts: mandatory law controls first; applicable statutory data-processing terms control their subject; a specifically negotiated and authorized Order amendment controls the identified commercial point; the accepted Order selects the plan and scope; then these Terms and their integrated schedules apply. Payment-provider terms control their applicable transaction matters, not an unlimited rewrite of the software bargain. The Privacy Notice does not silently expand a license granted in the Terms. A sales summary may not contradict the actual bargain.

A purchase order’s additional printed terms do not amend this Agreement unless expressly accepted by Stratum’s authorized representative. A one-time accommodation is not a general waiver. If a provision is unenforceable, the remainder remains effective to the extent lawful, without inventing a materially different bargain. Amendments must follow Section 21. There are no third-party beneficiaries except where applicable law or an express provision requires otherwise.

Entire agreement. The accepted Order, this Agreement and its incorporated schedules, and any expressly incorporated signed scope or amendment form the entire agreement between Stratum and Customer concerning that Order. They replace earlier proposals and discussions on the same subject, except obligations under an earlier accepted agreement that have not been validly superseded. Changes follow Section 21 or a writing accepted by both parties. This paragraph does not exclude fraud, a nonwaivable misrepresentation claim, or a right preserved by applicable law. Existing accepted pricing, onboarding, training, refund, custody and other commitments remain governed by their own terms until validly amended.

At purchase, the Authorized Buyer must receive the legal company name, selected plan, included quantities and selected additions, full initial and recurring charges, interval, Service Start, renewal or end rule, cancellation route, refund exceptions, and the exact Agreement and catalog edition. Pilot orders must also identify the beta-end procedure in Section 5.3. The documents must be available before acceptance and in a retainable form afterward.

The purchase control must require an affirmative action clearly accepting the company’s identified Order and these Terms. The renewal election and its material terms will be conspicuous beside the acceptance action, and any separately required opt-in, signature or initials will be collected distinctly. A company may accept through an appropriately designed unchecked checkbox or another valid electronic method; this Agreement does not require a separate DocuSign ceremony. Where payer and Authorized Buyer differ, the company’s acceptance is obtained before or at the authorized purchase. Payment alone is not proof of the payer’s company authority.

Invited users and relevant portal users must receive the applicable personal obligations and Privacy Notice at the appropriate access point. Their acceptance does not substitute for Customer’s commercial authority, the required worker notice or an Optional Data Election. No ordinary box is preselected. Any legally required distinct consent or signature formality must be collected with its own clear meaning.

Retain the accepted versions, company and acting representative, authority assertion, actual acceptance event and time, selected purchase and relevant payment reference. Record optional-data decisions separately from contract acceptance. A hash can identify retained content but does not prove identity, delivery or authority by itself. The latest website page cannot replace the historical version. Payment confirmation and the start of usable service must remain distinguishable from assent.

24.1 Separate actions, same document set

Company purchase acceptance, individual user obligations, acknowledgment of the Privacy Notice, optional data contribution and any required sensitive-data consent must have their actual meanings recorded. They may appear in a coherent flow, but must not be bundled so that buying or joining silently elects unrelated purposes. A Privacy Notice discloses practices; its acknowledgment is not an unrestricted grant of content rights.

A worker must receive relevant collection information before location or other personal information is collected for the affected purpose, not only after completing account setup. Information already collected for invitations, website requests or customer-entered contact records remains subject to the applicable notices and rights even if no account is created. A browser permission prompt cannot bind an employer or another source owner.

The retained acceptance evidence identifies the exact text and selection, acting person and capacity, organization, time, order and relevant version. Only necessary technical evidence is retained; an IP address or content hash is corroboration, not conclusive identity. Withdrawal and later permissions are new events, not edits that destroy earlier evidence. Legal acceptance and payment controls must reject stale or missing authorization where required rather than filling gaps from a local browser flag.

Customer acceptance is recorded for the exact presented Terms and Order, acting representative and company authority. Stratum’s agreement with a payment provider is not Customer’s assent. A purchase session’s creation time does not replace the actual acceptance event, and a receipt does not establish that all required separate choices were made.

Receipt of the Privacy Notice is recorded separately from any optional purpose consent. An invited user’s receipt and acceptance can be collected in the same onboarding screen, with separate meanings. Notices for people whose information is uploaded but who never create accounts must still be provided through the applicable direct or customer-mediated route.

When a required disclosure or personal-data choice can lawfully be presented as a separate action within the same document set, it is presented with its specific meaning. No repeated general “agree” button silently changes the organization’s price or licenses another person’s information. A change to the privacy purpose, a renewal election and a new customer purchase are each recorded as the act they actually represent.