TERMS OF SERVICE

Strata Software Platform

Last Updated: January 10, 2024
Effective Date: February 1, 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE STRATA
SOFTWARE PLATFORM. BY CLICKING "I AGREE," SIGNING AN ORDER FORM, OR OTHERWISE ACCESSING
OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE (THESE "TERMS").
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

These Terms are entered into between Strata Technologies, Inc., a Delaware corporation
("Strata," "we," "us," or "our"), and the person or entity accepting these Terms
("Customer," "you," or "your"). These Terms govern your access to and use of the Strata
software-as-a-service platform and related products and services.

Section 1.   Definitions

Section 1.1  "Account" means a Customer-specific account enabling access to the Platform,
created upon registration and subject to the security obligations in Section 2.3.

Section 1.2  "Authorized Users" means the individuals (employees, agents, or contractors
of Customer) who Customer permits to access the Platform under Customer's subscription,
up to the maximum user count specified in the applicable Order Form.

Section 1.3  "Customer Content" means any data, files, documents, information, and other
content submitted by Customer or its Authorized Users to the Platform, including any
Personal Information included therein.

Section 1.4  "Documentation" means the technical and user documentation for the Platform
made available by Strata at docs.strataplatform.io, as updated from time to time in
Strata's sole discretion.

Section 1.5  "Intellectual Property Rights" means all patents, patent applications,
copyrights, trade secrets, trademarks, service marks, trade dress, moral rights, rights
of publicity, and all other intellectual property or proprietary rights recognized in
any jurisdiction worldwide, whether registered or unregistered.

Section 1.6  "Order Form" means a written or online ordering document or subscription
agreement that references these Terms, identifies the subscription tier and Authorized
User count, and sets forth applicable fees and billing terms.

Section 1.7  "Personal Information" means any information that identifies or could
reasonably be used to identify a natural person, as defined under applicable privacy
laws including the California Consumer Privacy Act (as amended by the California Privacy
Rights Act) ("CCPA/CPRA"), and other applicable federal and state privacy statutes.

Section 1.8  "Platform" means Strata's proprietary software-as-a-service platform,
including all associated software, infrastructure, features, APIs, integrations, and
related services made available by Strata under these Terms.

Section 1.9  "Professional Services" means any implementation, configuration, training,
or other professional services provided by Strata as described in a Statement of Work
executed pursuant to Section 2.5.

Section 1.10 "Subscription Fees" means the recurring fees for access to the Platform as
specified in the applicable Order Form, excluding any one-time or Professional Services fees.

Section 1.11 "Subscription Term" means the subscription period specified in the Order
Form, commencing on the date the Account is activated and automatically renewing as
set forth in Section 7.1.

Section 1.12 "Third-Party Services" means services, applications, or data sources
provided by parties other than Strata that may interoperate with the Platform through
integrations or APIs.

Section 2.   License Grant and Access

Section 2.1  License Grant. Subject to Customer's compliance with these Terms and timely
payment of all Subscription Fees, Strata grants Customer a limited, non-exclusive,
non-transferable, non-sublicensable, revocable license during the Subscription Term to
access and use the Platform solely for Customer's internal business purposes and in
accordance with the Documentation and any usage limits set forth in the Order Form.

Section 2.2  Restrictions. Customer shall not, and shall not permit any Authorized User
or third party to:

     (a)  copy, modify, adapt, translate, or create derivative works of the Platform or
          the Documentation;

     (b)  reverse engineer, decompile, disassemble, or attempt to discover the source
          code, object code, or underlying algorithms of the Platform or any component
          thereof, except to the extent expressly permitted by applicable law
          notwithstanding this restriction;

     (c)  sublicense, sell, resell, transfer, assign, or otherwise dispose of the
          Platform or any rights therein to any third party;

     (d)  use the Platform to provide timesharing, service bureau, or software-as-a-
          service functionality for the benefit of third parties;

     (e)  remove, alter, or obscure any proprietary notices, labels, or marks on the
          Platform or Documentation;

     (f)  access the Platform for the purpose of building a competitive product or
          service or copying its features, functionality, or user interface; or

     (g)  use the Platform in violation of any applicable law or regulation, including
          any applicable export control laws or regulations.

Section 2.3  Account Security. Customer is responsible for maintaining the security of
its Account credentials and for all activity conducted through its Account. Customer
shall: (a) require each Authorized User to use strong, unique passwords; (b) implement
multi-factor authentication if offered and required by Strata's security policy;
(c) notify Strata promptly at security@strataplatform.io upon discovering any
unauthorized access to or use of Customer's Account; and (d) not allow any Authorized
User to share credentials with any other individual. Strata shall not be liable for any
loss resulting from Customer's failure to comply with this Section 2.3.

Section 2.4  Acceptable Use Policy. Customer's use of the Platform is also subject to
Strata's Acceptable Use Policy available at strataplatform.io/aup, which is incorporated
into these Terms by this reference and may be updated by Strata from time to time upon
notice to Customer.

Section 2.5  Professional Services. The parties may agree to Professional Services under
a mutually executed Statement of Work ("SOW") that references these Terms. Each SOW is
subject to these Terms and, in the event of any conflict, these Terms control unless
the SOW expressly identifies and modifies a specific provision of these Terms.

Section 2.6  Third-Party Services. The Platform may allow Customer to integrate or
connect with Third-Party Services. Strata does not control Third-Party Services and
disclaims all liability arising from or relating to Customer's use of Third-Party
Services. Customer's use of Third-Party Services is governed solely by the terms of
agreement between Customer and the applicable third-party provider.

Section 3.   Restrictions on Use

Section 3.1  Prohibited Content. Customer shall not upload, store, process, or transmit
any Customer Content through the Platform that: (a) is illegal or facilitates illegal
activity; (b) infringes any third party's Intellectual Property Rights; (c) contains
malware, viruses, or other harmful or disruptive code; (d) violates any third party's
privacy rights or applicable data protection laws; or (e) is false, misleading, or
constitutes unfair competition.

Section 3.2  Usage Limits. Customer's use of the Platform is subject to the usage limits
(including data storage caps, API call limits, and Authorized User counts) specified in
the applicable Order Form. Strata reserves the right to assess overage charges for usage
that exceeds the applicable limits, as set forth in the Order Form.

Section 3.3  Export Compliance. Customer agrees to comply fully with all applicable
export control laws and regulations, including the Export Administration Regulations
administered by the U.S. Department of Commerce and the economic sanctions programs
administered by the U.S. Department of Treasury's Office of Foreign Assets Control.
Customer represents and warrants that neither Customer nor any Authorized User is
located in, under the control of, or a national or resident of any embargoed country
or on any prohibited party list.

Section 4.   Privacy and Data

Section 4.1  Privacy Policy. Strata's collection and use of Personal Information is
governed by Strata's Privacy Policy at strataplatform.io/privacy, which is incorporated
into these Terms by reference. By using the Platform, Customer consents to Strata's
collection and use of Personal Information as described in the Privacy Policy.

Section 4.2  Customer Content Ownership. As between the parties, Customer retains all
right, title, and interest in and to the Customer Content. Customer hereby grants Strata
a non-exclusive, worldwide, royalty-free license to access, host, copy, process, and
display Customer Content solely as necessary to provide and improve the Platform and
perform Strata's obligations under these Terms.

Section 4.3  Data Processing. To the extent Strata processes Personal Information
contained in Customer Content on Customer's behalf, the parties shall execute a Data
Processing Agreement ("DPA") in a form provided by Strata, which governs such processing
and is hereby incorporated into these Terms by reference. In the event of any conflict
between the DPA and these Terms with respect to the processing of Personal Information,
the DPA shall control.

Section 4.4  Data Security. Strata implements industry-standard technical and
organizational measures designed to protect Customer Content against unauthorized access,
disclosure, alteration, or destruction. Strata's current security practices are described
in its Security Overview at strataplatform.io/security. Strata shall notify Customer
without undue delay following Strata's discovery of any security breach that affects
Customer Content.

Section 4.5  Data Retention and Deletion. Upon expiration or termination of the
Subscription Term, Strata will make Customer Content available for export for thirty
(30) days following termination, after which Strata may delete Customer Content
from its systems. Strata's backup copies may be retained for up to ninety (90) days
thereafter in accordance with its standard data retention practices.

Section 5.   Payment Terms

Section 5.1  Subscription Fees. Customer shall pay the Subscription Fees in accordance
with the billing cycle (monthly or annual) specified in the Order Form. All Subscription
Fees are due in advance at the start of each billing period.

Section 5.2  Invoicing. Strata will charge Subscription Fees to the payment method on
file automatically at the start of each billing cycle. For annual subscriptions, Strata
will send an invoice at least thirty (30) days before the renewal date.

Section 5.3  Late Payments. If any payment is not received when due, Strata may: (a)
suspend Customer's access to the Platform after providing five (5) days' written notice
to Customer; and (b) charge interest on all overdue amounts at the rate of 1.5% per
month, or the maximum rate permitted by applicable law, whichever is less, from the
date such amounts were due until paid in full.

Section 5.4  Taxes. The Subscription Fees do not include any applicable sales, use,
value-added, withholding, or similar taxes or levies. Customer is solely responsible
for all taxes associated with purchases under these Terms, excluding taxes based on
Strata's net income.

Section 5.5  Fee Increases. Strata may increase Subscription Fees upon renewal of any
Order Form by providing Customer with at least sixty (60) days' prior written notice.
Customer's continued use of the Platform after the renewal date constitutes acceptance
of the revised Subscription Fees. If Customer does not agree to the increase, Customer
may elect not to renew its subscription in accordance with Section 7.2.

Section 5.6  No Refunds. Except as expressly provided in these Terms or required by
applicable law, all fees paid are non-refundable. No refunds or credits will be issued
for partial months of service, unused Authorized User seats, or early termination by
Customer, except as set forth in Section 7.4.

Section 6.   Intellectual Property

Section 6.1  Strata Ownership. Strata and its licensors own all right, title, and
interest in and to the Platform, Documentation, and all improvements, modifications,
and derivative works thereof, including all Intellectual Property Rights therein.
These Terms do not transfer to Customer any ownership interest in the Platform or
any Intellectual Property Rights of Strata.

Section 6.2  Feedback. If Customer or any Authorized User provides Strata with any
suggestions, enhancement requests, recommendations, corrections, or other feedback
("Feedback"), Customer hereby grants Strata a royalty-free, worldwide, perpetual,
irrevocable, and fully sublicensable license to use, reproduce, modify, and incorporate
the Feedback into the Platform and related products without restriction or compensation
to Customer.

Section 6.3  Usage Data. Strata may collect and use aggregated, anonymized data
regarding Customer's use of the Platform ("Usage Data") for purposes of product
development, analytics, marketing, and other business purposes. Usage Data will not
include Customer Content or personally identifiable information unless de-identified
in accordance with applicable law.

Section 7.   Term and Termination

Section 7.1  Term. These Terms commence on the Effective Date and continue until all
Order Forms hereunder have expired or been terminated. Each Order Form shall specify
its Subscription Term and shall automatically renew for successive periods equal to
the initial Subscription Term unless either party provides written notice of non-renewal
not less than thirty (30) days before the end of the then-current Subscription Term.

Section 7.2  Termination for Convenience. Either party may terminate these Terms or
any Order Form upon thirty (30) days' prior written notice to the other party, provided
that Customer shall not be entitled to any refund of prepaid Subscription Fees for any
unused portion of the Subscription Term following termination for convenience.

Section 7.3  Termination for Cause. Either party may terminate these Terms or any
Order Form immediately upon written notice if: (a) the other party materially breaches
these Terms or any Order Form and fails to cure such breach within thirty (30) days
after receiving written notice of the breach; (b) the other party becomes the subject
of a bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit
of creditors proceeding, or if Customer ceases to operate in the normal course of
business; or (c) Customer violates Section 2.2 or Section 3.1 of these Terms.

Section 7.4  Refunds on Termination for Cause by Customer. If Customer terminates these
Terms pursuant to Section 7.3 due to Strata's material breach, Strata shall refund to
Customer a pro-rata portion of prepaid Subscription Fees corresponding to the unused
portion of the Subscription Term following the effective date of termination.

Section 7.5  Effect of Termination. Upon expiration or termination of these Terms for
any reason: (a) all licenses granted to Customer under these Terms shall immediately
terminate; (b) Customer shall promptly export its Customer Content pursuant to Section
4.5; (c) all outstanding Subscription Fees for the remainder of the then-current
Subscription Term (if termination is due to Customer's breach under Section 7.3) shall
become immediately due and payable; and (d) the following Sections shall survive:
Section 1, Section 3, Section 4.5, Section 5 (with respect to amounts owed), Section 6,
Section 7.5, Section 8, Section 9, Section 10, and Section 11.

Section 8.   Disclaimer of Warranties

Section 8.1  AS IS. THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS
AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, STRATA AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, AND DIRECTORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Section 8.2  No Guarantee of Availability. STRATA DOES NOT WARRANT THAT THE PLATFORM
WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. STRATA DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF THE PLATFORM
WILL BE ACCURATE OR RELIABLE. WITHOUT WARRANTY OF ANY KIND, THE CUSTOMER ASSUMES ALL
RISK FROM USE OF THE PLATFORM, INCLUDING ALL RISKS RELATING TO DATA LOSS OR CORRUPTION.

Section 8.3  Third-Party Disclaimer. STRATA MAKES NO WARRANTY REGARDING ANY
THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT ACCESSIBLE THROUGH THE PLATFORM AND
DISCLAIMS ALL LIABILITY THEREFOR.

Section 9.   Limitation of Liability

Section 9.1  Exclusion of Consequential Damages. IN NO EVENT SHALL STRATA OR ITS
AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS
BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL,
OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF
BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, OR COST OF SUBSTITUTE SERVICES,
EVEN IF STRATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

Section 9.2  Cap on Liability. IN NO EVENT SHALL STRATA'S TOTAL CUMULATIVE LIABILITY
TO CUSTOMER ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE
GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO STRATA
DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE PARTIES ACKNOWLEDGE THAT THE
SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK UNDER THESE TERMS AND THAT STRATA
WOULD NOT PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS.

Section 9.3  Exceptions. The limitations in Section 9.1 and Section 9.2 shall not
apply to: (a) Customer's payment obligations under Section 5; (b) either party's
indemnification obligations under Section 10; (c) either party's breach of its
confidentiality obligations; (d) any liability arising from a party's gross negligence
or willful misconduct; or (e) any liability that cannot be excluded or limited under
applicable law.

Section 9.4  Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY
IN THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES, WITHOUT WHICH STRATA WOULD NOT HAVE ENTERED INTO THESE TERMS.

Section 10.  Indemnification

Section 10.1 Indemnification by Strata. Strata shall defend, indemnify, and hold
harmless Customer and its officers, directors, employees, and agents ("Customer
Indemnitees") from and against any third-party claims, demands, suits, and proceedings,
and all associated losses, costs, damages, and expenses (including reasonable attorneys'
fees) ("Claims"), to the extent arising from any allegation that the Platform, as
provided by Strata and used by Customer in accordance with these Terms, infringes
any U.S. patent, copyright, trademark, or trade secret right of a third party. If the
Platform becomes or is likely to become the subject of an infringement claim, Strata
may, at its option and expense: (a) procure for Customer the right to continue using the
Platform; (b) modify the Platform to make it non-infringing; or (c) terminate Customer's
access to the infringing portion and refund a pro-rata portion of prepaid Subscription
Fees. Strata shall have no obligation under this Section 10.1 if the alleged
infringement arises from: (i) Customer Content; (ii) modification of the Platform by
Customer; (iii) use of the Platform in combination with third-party products or services
not approved by Strata; or (iv) Customer's violation of these Terms.

Section 10.2 Indemnification by Customer. Customer shall defend, indemnify, and hold
harmless Strata and its officers, directors, employees, and agents ("Strata Indemnitees")
from and against any Claims arising from: (a) Customer Content, including any allegation
that Customer Content infringes any third-party rights; (b) Customer's breach of these
Terms; (c) Customer's violation of applicable law; (d) Customer's use of Third-Party
Services; or (e) Customer's gross negligence or willful misconduct.

Section 10.3 Indemnification Procedure. The Indemnified Party shall: (a) promptly notify
the Indemnifying Party in writing of any Claim; (b) give the Indemnifying Party sole
control of the defense and settlement of the Claim, provided that any settlement that
imposes liability or restriction on the Indemnified Party requires the Indemnified
Party's prior written consent; and (c) provide the Indemnifying Party with reasonable
assistance at the Indemnifying Party's expense. The Indemnified Party may participate
in its defense at its own expense.

Section 11.  General Provisions

Section 11.1 Governing Law. These Terms shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to any choice-of-law or
conflict-of-law provisions. Any legal action or proceeding arising under these Terms
shall be brought exclusively in the federal or state courts located in San Francisco
County, California, and each party irrevocably consents to the personal jurisdiction
and venue of such courts.

Section 11.2 Entire Agreement. These Terms, together with all Order Forms, the Privacy
Policy, the Acceptable Use Policy, and any executed DPA or SOW, constitute the entire
agreement between the parties with respect to the subject matter hereof and supersede
all prior or contemporaneous agreements, negotiations, representations, and
understandings, whether oral or written, relating to such subject matter. In the event
of any conflict between these Terms and an Order Form, these Terms shall control unless
the Order Form expressly identifies and modifies a specific provision.

Section 11.3 Modifications. Strata may modify these Terms from time to time by posting
revised Terms on its website and providing Customer with thirty (30) days' prior written
notice. If Customer objects to any modification, Customer's sole remedy is to terminate
its subscription before the effective date of the modification in accordance with Section
7.2. Continued use of the Platform after the effective date of any modification
constitutes acceptance of the modified Terms.

Section 11.4 Assignment. Customer may not assign, transfer, or delegate these Terms or
any of its rights or obligations hereunder, whether by operation of law or otherwise,
without Strata's prior written consent, which may be withheld in Strata's sole
discretion. Strata may assign these Terms or any rights hereunder without Customer's
consent to an Affiliate or to a successor entity in connection with a merger,
acquisition, or sale of all or substantially all of Strata's assets. Any purported
assignment by Customer in violation of this Section 11.4 shall be null and void.

Section 11.5 Severability. If any provision of these Terms is held invalid, illegal, or
unenforceable, it shall be enforced to the maximum extent permissible, and the validity
and enforceability of the remaining provisions shall not be affected.

Section 11.6 Waiver. No failure or delay by either party in exercising any right under
these Terms shall constitute a waiver of that right. Any waiver must be in writing and
signed by an authorized representative of the waiving party.

Section 11.7 Notices. Notices to Strata shall be sent to Strata Technologies, Inc.,
Attention: Legal Department, 345 California Street, Suite 1200, San Francisco,
California 94104, with a copy to legal@strataplatform.io. Notices to Customer shall
be sent to the address or email address associated with Customer's Account or Order Form.
Notices shall be deemed effective upon personal delivery, one (1) business day after
deposit with an overnight courier, or when sent by email with electronic confirmation.

Section 11.8 Force Majeure. Neither party shall be in default or liable for any delay
or failure to perform under these Terms to the extent that such failure is caused by
circumstances beyond such party's reasonable control, including acts of God, fires,
floods, earthquakes, riots, war, epidemics, pandemics, government actions, or internet
or power outages not caused by such party, provided that the delayed party provides
prompt written notice and uses commercially reasonable efforts to resume performance.

Section 11.9 Relationship of the Parties. The parties are independent contractors.
Nothing in these Terms creates a partnership, joint venture, agency, franchise,
or employment relationship between the parties. Neither party has authority to bind
the other or incur any obligation on the other's behalf.

Section 11.10 Counterparts; Electronic Signatures. These Terms may be accepted and
executed in counterparts. Electronic signatures, clickwrap acceptances, and other
electronic forms of agreement shall be deemed valid and binding to the same extent as
original ink signatures.

[END OF TERMS OF SERVICE]

Strata Technologies, Inc. | 345 California Street, Suite 1200 | San Francisco, CA 94104
legal@strataplatform.io | strataplatform.io
