STRATUM GLOBAL LLC TERMS OF USE

Last Updated: May 24, 2024

Stratum Global LLC (“Stratum,” “we,” “us,” or “our”) welcomes you. We’re excited that you have decided to access and use our online services (the “Services”), which are made available to you through our website at heystratum.com, mobile applications, SMS and email (collectively the “Website”).

We provide Visitors (as defined below) with access to the Website, and Customers (as defined below) with access to the Services subject to the following Terms of Use. By browsing the public areas of the Website or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Statement, which is hereby incorporated by reference (collectively, this “Agreement”). IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN PLEASE DO NOT USE THE WEBSITE AND/OR THE SERVICES. We may change the terms and conditions of these Terms of Use from time to time, provided, however, if we make any material changes, we will notify you by email or SMS (sent to the email address or phone number specified in your account) prior to the changes becoming effective. You accept any changes to these Terms of Use by continuing to use the Website after such changes are posted. In certain circumstances, the Website may require that you re-accept these Terms of Use in order to continue using the Website; if you do not re-accept any such updated Terms of Use, you may no longer use the Website.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Statement.

THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THESE TERMS CAREFULLY.

1. NO MEDICAL ADVICE

You acknowledge and agree that neither Stratum nor any of its affiliates provide any form of medical care, medical opinion, medical advice, diagnosis, or treatment, and that Stratum does not evaluate the need to seek medical attention, through the Website or the Services. The Website, the Services and the Content are for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. You should not use the information on the Website for diagnosing or treating a health problem or disease, or prescribing any medication or other treatment. The availability of any product for purchase within the Website, and any links within the Website to external websites for any product, do not constitute a medical recommendation regarding such products. Always seek the advice of your physician or other qualified health provider before taking any medication or using any skincare product with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website, the Services and/or the Content. If you think you may have a medical emergency, call your doctor or 911 immediately. Reliance on the Website, the Services and the Content is solely at your own risk. Information provided on the Website and the use of any products or services purchased from our Website by you DOES NOT create a doctor-patient relationship between you and Stratum or between you and any of the health professionals affiliated with our Website. Information and statements regarding skincare products on the Website have not been evaluated by the U.S. Food and Drug Administration or any comparable international agency and are not intended to diagnose, treat, cure, or prevent any disease. All products should be used strictly in accordance with their instructions, precautions, and guidelines. Refer to the labeling for any such products for important product and safety information (including to check the ingredients to avoid potential allergic or other detrimental reactions) before determining whether to purchase or use such products. Please consult with your doctor or health care professional regarding the use of any products received through the Website before using or relying on them. No medications, medical treatments, or diagnostic tests are made available through the Website.

2. DESCRIPTION AND USE OF SERVICES

Our Website allows you to make one-time purchases of certain products or to subscribe to personalized skincare recommendations that are delivered to you on a subscription basis (“Subscription”).

We provide Visitors and Customers with access to the Website and the Services as described below.

Visitors. “Visitors,” as the term implies, are people who do not register with us but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; and (ii) e-mail us.

Customers. Login is required for all Customers. “Customers” can do all things that Visitors can do, and can also access their personal account information, receive personalized product recommendations, communicate with Stratum via email and, when available, via app or SMS, and use the Services.

Stratum is under no obligation to accept any individual as a Customer, and may accept or reject any registration in its sole and complete discretion. These Terms of Use apply to both Visitors and Customers.

3. USE OF PERSONAL INFORMATION

Your use of the Services may involve the transmission to us of certain Personal Information. Our policies with respect to the collection and use of such Personal Information are governed according to our Privacy Statement located at [Insert Privacy Policy URL], which is hereby incorporated by reference in its entirety.

4. PRODUCT DESCRIPTIONS, AVAILABILITY AND PURCHASES

(a) Product Descriptions. Our Website contains descriptions of skincare products. We attempt to be as accurate as possible with the descriptions of the products that are made available to you through the Services (collectively, the “Products”). However, we make no warranties that the Product descriptions and any other content are accurate, complete, reliable, current, or error-free. If a Product offered directly by us is not as described, your sole remedy is to return it in unused condition. We reserve the right, at any time, to modify, suspend, or discontinue the sale of any Product with or without notice and we will not incur any obligation as a result of such change. Any offer for any Product or service made on the Website is void where prohibited by law.

(b) Product Purchases. Stratum allows you to purchase third-party branded and/or Stratum-branded products. Stratum-branded products can be ordered and delivered only within the U.S. Products purchased from our Website may be fulfilled by a third-party retailer such as Amazon. All prices displayed on the Website are quoted in U.S. Dollars, unless noted otherwise, and are valid only for Products purchased in the U.S.

Any Products made available for purchase on the Website are intended for personal use only. You may not sell or resell any Products you purchase or otherwise receive from Stratum. We reserve the right at any time after the receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt of your order, without any prior notice to you, to supply less than the quantity you ordered of any item or not supply an item. In the event that an item is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we reserve the right to refuse or cancel any orders placed for the Product listed at the incorrect price. We reserve the right to limit the sales of our Products to any person, geographic region, or jurisdiction. We reserve the right to limit the quantities of any products or services that we offer. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. All descriptions of Products or product pricing are subject to change at any time without notice, at our sole discretion.

In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail, billing address, and/or phone number provided at the time the order was made. You agree to provide current, complete, and accurate purchase and account information for all purchases made through the Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

(c) Payments. We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payments. You warrant and represent that you are the valid owner or an authorized user of the credit card or other payment card to such Third-Party Payment Vendor, and that all information you provide is accurate. We may add or remove payment processing methods at our sole discretion.

Your right to use the Service is conditional upon our receipt of payment of fees (including Subscription Fees). If payment cannot be charged to your credit card or if a charge is refunded for any reason, we reserve the right to immediately either suspend or terminate your access and account, thereby terminating this Agreement and all our obligations hereunder. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

(d) Shipping. Product orders fulfilled directly by Stratum are shipped via USPS, FedEx, UPS, or DHL, though we may also use other couriers or shipping methods at our discretion. During the ordering process you may be presented with an estimated delivery date or timeframe. We use reasonable efforts to meet those delivery dates, but delays can occur and we do not guarantee delivery by a specific date. We will use reasonable efforts to alert you in the event of any shipping delays.

(e) Returns; Refunds. Products sold directly by Stratum are non-refundable unless stated otherwise. If you are not satisfied with your purchase of a Product, please contact us at: support@heystratum.com. Products sold or fulfilled via affiliates such as Amazon are subject to the terms of the affiliate and post-purchase service should be handled directly by them.

(f) Promotions. On occasion, we may offer promotional or offer codes that are redeemable towards a purchase of Products on the Website, subject to expiration dates, minimum purchase order, product exclusions, and any other restrictions as may be determined and communicated by us in our sole discretion (“Promo Codes”).

Promo Codes may only be used once per person. Only valid Promo Codes offered by us will be honored. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. Promo Codes are void if copied, transferred, sold, exchanged, or expired, and where prohibited.

Promotions, including discounts, that are restricted to your first order are limited to individual use only for first-time purchases. Orders made using an account, payment method, or delivery address that has previously been used or associated with a prior order are not eligible for any such promotions. In addition, these promotions cannot be reused if you return your first purchase.

5. SUBSCRIPTION SERVICES AND AUTOMATIC RENEWALS

(a) Subscription Services. As part of the Services, Stratum may offer you the option to receive personalized skincare recommendations and products on a subscription basis. All terms applicable to purchases under Section 4 of this Agreement apply to Subscriptions, except as otherwise provided in this Section.

You acknowledge and agree that by selecting a Subscription, you agree to pay all applicable Subscription fees made known to you when you order your personalized skincare products and/or recommendations (“Subscription Fees”).

(b) Renewal, Cancellation, Suspension/Postponement. It is important to note that when you sign up for a Subscription, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than five (5) business days before your next package is shipped, and the cancellation will take effect for the following month. Before the end of each month, we will send you a reminder e-mail informing you that your next package of personalized skincare products is ready to ship. Again, if you do not cancel, then your next package will ship and applicable Subscription Fees will be charged to your credit card.

You may suspend or postpone the delivery of your personalized skincare products by following the instructions on the Website. However, you will not be able to suspend or postpone if we have already started preparing your next package. You will be alerted by email when we start preparing your next package.

6. COMMUNITY RULES

Stratum’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Website or the Services, you hereby agree to comply with these community rules and that:

• You will comply with all applicable laws in your use of the Website and the Services and will not use the Website and the Services for any unlawful purpose;
• You will not access or use the Website and the Services, directly or indirectly, to collect any market research for a competing business;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, health information or any similar information;
• You will not “stalk” or otherwise harass another person;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website or the Services;
• You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website or the Services;
• You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website or the Services, directly or indirectly, except for Internet search engines, specifically Google and Bing, in compliance with our robots.txt file;
• You will not use, frame, or utilize framing techniques to enclose any Stratum trademark, logo, or other proprietary information (including the images found on the Website and the Services, the content of any text, or the layout/design of any page or form contained on a page) without Stratum’s express written consent;
• You will not use meta tags or any other “hidden text” utilizing a Stratum name, trademark, or Product name without Stratum’s express written consent;
• You will not take any action that imposes or may impose (as determined in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
• You will not interfere with or attempt to interrupt the proper operation of the Website and the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website or the Services through hacking, password or data mining, or any other means.

If you find something that violates our Community Rules, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Website and the Services, or any portion of the Website and the Services, without notice, and to remove any comments that do not adhere to these guidelines.

7. SIGN-IN NAME; PASSWORD

During the registration process for Customers, you will be asked to create an account by providing your phone number or linking another account, such as your Apple, Facebook, or Google accounts. When creating your account, you must provide true, accurate, current, and complete information. Each account can be used by only one Customer. You are responsible for the confidentiality and use of your account, and you accept responsibility for all activities that occur under your account or from your devices in relation to the Website and Services. You will promptly inform us of any need to deactivate your account. We reserve the right to reset or change your password, or require you to do so, or suspend your account at any time if we deem it necessary or advisable for data security or similar reasons.

8. INTELLECTUAL PROPERTY

The Website and the Services contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Stratum (collectively referred to as the “Content”). The Content may be owned by us, our affiliates, or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you may not use (or permit the use of) any Content for the purposes of developing, training, testing, or validating any artificial intelligence model, tool, or platform.

If you violate any part of this Agreement, and without prejudice to any other remedies we may have under this Agreement or otherwise, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Stratum and our affiliates (“Stratum Trademarks”) used and displayed on the Website and the Services are registered and unregistered trademarks or service marks of Stratum or our affiliates. Other company, product, and service names located on the Website and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Stratum Trademarks, the “Trademarks”). Nothing on the Website and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Stratum Trademarks inures to our benefit.

Elements of the Website and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

With respect to all e-mails and other information you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information.

9. USER CONTENT

When you transmit, upload, post, e-mail, share, distribute, reproduce or otherwise make available product reviews, suggestions, ideas, inquiries, Feedback, data, text, software, music, sound, photographs, graphics, images, videos, messages or other materials ("User Content") to us, whether through the Websites, any third-party websites or otherwise in any manner, you are entirely responsible for such User Content. You hereby grant to us and our parents, subsidiaries, affiliates, partners, and licensors a perpetual, worldwide, irrevocable, transferable, sublicensable, unrestricted, non-exclusive, royalty-free, fully paid up license to use, share, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such User Content throughout the world, in all media now known or hereafter developed, for any purpose whatsoever, including, without limitation, developing, manufacturing, distributing and marketing the Websites and other Stratum products and/or services.

You represent and warrant that you own or otherwise control the rights to your User Content. You agree that User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) you do not have a right to make available under any law or under contractual or fiduciary relationships; (iii) is known by you to be false, fraudulent, inaccurate or misleading; (iv) you were compensated for or granted any consideration by any third party; or (v) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.

We are in no way responsible for examining or evaluating User Content, nor do we assume any responsibility or liability for the User Content. We do not endorse or control the User Content transmitted or posted on the Website and therefore, we do not guarantee the accuracy, integrity or quality of User Content. You understand that by using the Website, you may be exposed to User Content that is offensive, indecent or objectionable to you. Under no circumstances will we be liable in any way for any User Content, including, without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed or otherwise made available via the Sites. You hereby waive all rights to any claims against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with User Content.

You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse to post or remove any User Content and we reserve the right to change, condense, or delete any User Content. Without limiting the generality of the foregoing or any other provision of the Terms and Conditions, we have the right to remove any User Content that violates the Terms and Conditions or is otherwise objectionable and we reserve the right to refuse service and/or terminate accounts without prior notice for any users who violate the Terms and Conditions or infringe the rights of others.

If you wish to delete certain of your public User Content, such as your ratings and reviews posting(s), on the Website or in connection with our mobile applications, please contact us by email at: privacy@heystratum.com and include the following information in your deletion request: first name, last name, user name/screen name (if applicable), email address associated with our website and/or mobile applications, your reason for deleting the posting, and date(s) of posting(s) you wish to delete (if you have it). We may not be able to process your deletion request if you are unable to provide such information to us. Please allow up to ten (10) business days to process your deletion request.

10. PHOTO DATA

If you provide photographs (“Photographs”) as part of the Site Offerings you agree that we may apply software and algorithms against the Photographs to detect the general structure of your face (“Structural Data,” together with the Photographs, the “Photo Data”) in order to provide you the Services and improve our Site Offerings. You grant us and our designees all right, title, and interest to collect, record, store, analyze, and otherwise process your Photo Data for the purposes set out in the Privacy Policy.

You acknowledge that we may generate data derived from your Photo Data that has been de-identified, anonymized, and/or aggregated as those terms are defined by applicable law (“Derived Data”). You understand and agree that we are and shall be the exclusive owner of all right, title, and interest, including copyright, in all Derived Data, and we shall have the sole and exclusive right throughout the universe in all languages and in perpetuity to use and exploit all or any part of the Derived Data, in any format or version, by any means and in any media, whether now known or hereafter developed.

For clarity, Derived Data does not include your Photo Data nor any information that identifies you. We do not intend to sell, lease, trade, share in exchange for anything of value or otherwise profit from the transaction of your Photo Data nor use it to directly, or combined with any lists, databases, or other datasets, identify specific individuals. You may request your Photo Data be deleted as described in the Privacy Policy. You understand that any revocation or deletion shall not impact our ownership rights or continued processing of Derived Data to the extent permitted by law.

11. NO WARRANTIES; LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE PRODUCTS, THE CONTENT, THE USER CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (I) THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE, (II) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEBSITE, OR ANY PART THEREOF; (IV) WARRANTIES THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF THE WEBSITE, OR ANY CONTENT OR INFORMATION CONTAINED IN THE WEBSITE; (VI) WARRANTIES RELATING TO PRIVACY OR SECURITY OF THE WEBSITE OR OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY STRATUM OR ANY THIRD PARTY.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE, THE SERVICES OR THE CONTENT, OR FOR LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE SERVICES OR THE CONTENT SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITE AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE AND THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND THE SERVICES AT ANY TIME WITHOUT NOTICE.

WE RESERVE THE RIGHT TO CANCEL OR MODIFY AN ORDER WHERE IT APPEARS THAT A CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY OR UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE ORDER CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.

WITHOUT LIMITING THE ABOVE, YOU ARE HEREBY ADVISED AND SHOULD BE AWARE THAT THE WEBSITE AND ANY INFORMATION OR CONTENT INCLUDED THEREIN OR ANY OUTPUTS THEREFROM ARE SO PROVIDED ON THE CONDITION, AND BASED ON THE ASSUMPTION, THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR HEALTH AND MEDICAL CARE. YOU SHOULD ALWAYS CONSULT YOUR PHYSICIAN OR MEDICAL ADVISORS BEFORE STARTING ANY DIET, EXERCISE, OR SUPPLEMENTATION PROGRAM. IN ADDITION, YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS OR IN THE PRODUCT PACKAGING AND LABELS BEFORE USING ANY PRODUCT PURCHASED FROM OUR WEBSITE. INFORMATION PROVIDED ON THE WEBSITE AND THE USE OF ANY SERVICES PURCHASED FROM OUR WEBSITE BY YOU DOES NOT CONSTITUTE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND STRATUM OR BETWEEN YOU AND ANY OF THE HEALTH PROFESSIONALS AFFILIATED WITH OUR WEBSITE.

12. LINKED CONTENT

The Services may contain links to third-party websites, services, resources, and advertisers (collectively, “Linked Content”). Stratum does not control, endorse, sponsor, recommend or otherwise accept responsibility for any of this Linked Content. Because we are not responsible for the availability of these outside resources, or their contents or privacy practices, you should direct any concerns regarding any Linked Content to such site. When you access Linked Content, you accept that there are risks in doing so, and that Stratum is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Because we are not responsible for the availability of these outside resources, or their contents or privacy practices, you should direct any concerns regarding any Linked Content to such site.

In addition, Stratum will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Stratum shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

13. MINORS

Due to the nature of the internet, we cannot prohibit minors from visiting our Website, however, we aim to restrict access to our services to minors. Additionally, all purchases of goods or services on our Website must be made by adults 18 years of age or older, and all users who register with our Website must be 18 years of age or older (see our Privacy Statement).

14. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, the Website, or the Services; and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

15. COMPLIANCE WITH APPLICABLE LAWS

The Website and the Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website, the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

16. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

This Agreement shall survive termination of your access to the Website or Services for any reason, except for any obligation on Stratum to provide you with the Website or the Services. For clarity, Stratum may continue to use and disclose data provided by you or collected in connection with your use of the Website for any purposes that you have previously consented to.

17. DIGITAL MILLENNIUM COPYRIGHT ACT

Stratum respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Stratum Global, LLC, 2248 Broadway #1432, New York, NY 10024, United States ATTN: Legal Department

If you believe that your work has been copied on the Website and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website and/or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of the copyright interest; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

18. ARBITRATION AND CLASS ACTION WAIVER

A. INITIAL INFORMAL PROCESS

You agree that, in the event of any dispute between you and Stratum, you will first contact us in writing and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action.

B. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

(i) Requirement. If the dispute remains unresolved thirty (30) days after you first contact us in writing under Section VII.A., any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your purchase or use of the Sites (which include all Site Offerings), will be resolved by arbitration, including threshold questions of the arbitrability of your Claim. You and Stratum agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). The JAMS Rules and the JAMS Consumer Arbitration Minimum Standards, the latter effective July 15, 2009, are available at https://www.jamsadr.com.

(ii) Jury Trial and Class Action Waiver. Arbitration will be handled by a sole, neutral arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms and Conditions will take place on an individual basis – class, consolidated or representative arbitrations and class, consolidated or representative actions are not permitted. You understand that by agreeing to these Terms and Conditions, you and Stratum are each waiving the right to trial by jury or to participate in a class, consolidated or representative action or class, consolidated or representative arbitration. Court review of an arbitration award is limited. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages). Notwithstanding the foregoing, you and Stratum will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative and non-class basis.

(iii) Venue. The place of arbitration will be New York, New York, but if you prefer a hearing in or closer to your hometown area, you and Stratum will confer in good faith in order to identify a reasonable alternative location.

(iv) Discovery. Each of the parties shall cooperate in good faith in the discovery or exchange of nonprivileged information relevant to the dispute as necessary in accordance with the JAMS Rules.

(v) Arbitral Award. The arbitrator’s award will consist of a written statement stating the disposition of each claim, and the award will also provide a concise written statement of the essential findings and conclusions on which the award is based.

(vi) Confidential Proceedings. You and Stratum shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision.

C. COSTS OF ARBITRATION

Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules and the JAMS Consumer Arbitration Minimum Standards. If the value of your claim does not exceed $10,000, Stratum will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

D. OPT-OUT

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms and Conditions by sending written notice of your decision to opt-out to privacy@heystratum.com or to the mailing address listed in the “How to Contact Us” section. The notice must be sent to Stratum within thirty (30) days of your purchase of the Site Offerings or agreeing to these Terms and Conditions, otherwise, you shall be bound to arbitrate disputes in accordance with these Terms and Conditions. If you opt-out of these arbitration provisions, Stratum also will not be bound by them.

19. ELECTRONIC COMMUNICATIONS

A. SMS MESSAGING AND PHONE CALLS

Certain portions of the Sites may allow us to contact you via telephone or text messages. You agree that we may contact you via telephone or text messages (including by an automatic telephone dialing system and for marketing purposes) at any of the phone numbers provided by you or on your behalf in connection with your use of the Sites. You understand that you are not required to provide this consent as a condition of purchasing any Site Offerings. You also understand that you may opt out of receiving text messages from us at any time. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

B. CONSENT TO RECEIVE NOTICES ELECTRONICALLY BY POSTING ON THE SITES AND VIA EMAIL

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which the Terms and Conditions refer from us electronically including without limitation by e-mail, push notification, mobile notifications, by posting notices on the Sites or otherwise. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. To withdraw your consent to receive Notices electronically, you must notify us of your withdrawal of such consent by emailing us at privacy@heystratum.com and discontinue your use of the Sites. In such event, all rights granted to you pursuant to the Terms and Conditions, including but not limited to the limited licenses set forth in the Terms and Conditions, shall automatically terminate. Unfortunately, we cannot provide the benefits of the Sites to any user that cannot consent to receipt of Notices electronically.

Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy

20. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Subscription Fees, Payments and Automatic Renewals,” “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Venue,” “Class Action Waiver,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as otherwise specified herein or as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

You consent to transact with us electronically and to receive legal notices and other communications electronically, either by e-mail, push notifications (in accordance with your device settings), or by notifications within the Website. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Website.

21. MISCELLANEOUS

If you have any questions regarding the Terms of Use, you may contact us at: Stratum Global, LLC, 2248 Broadway #1432, New York, NY 10024, United States, by telephone at: ‪+1 (614) 681‑1201 or by email at privacy@heystratum.com.