StrategemPulse Terms of Service

1. The Service

StrategemPulse provides dashboards, charts, alerts, reports, exports, forecasts, market commentary, source references, an assistant (“Cora”) that answers questions about the information in the platform, and related tools focused on construction materials, commodity inputs, housing indicators, tariffs, transportation, energy, labor, and other business signals relevant to residential construction and related industries (collectively, the “Service”).

StrategemPulse draws on government, industry, market, and third-party sources and applies a methodology designed and overseen by Strategem’s construction and supply-chain professionals, using statistical and machine-learning models, to generate summaries, forecasts, trend indicators, sentiment scores, answers, and explanatory commentary (collectively, “Outputs”).

2. Eligibility; Business Use Only

StrategemPulse is offered solely for business-to-business use by businesses and construction-industry professionals for their internal business purposes. It is not offered or intended for minors or for personal, household, family, investment, securities or commodities trading, hedging, or consumer financial use. You must be at least 18 years old and legally capable of entering into these Terms.

If your employer or another organization provides your account, your access may also be subject to that organization’s internal policies and its agreement with Strategem. Strategem may rely on instructions from a person who appears to be authorized to act for Customer.

3. Accounts and Authorized Users

Access requires an authorized account set up by Strategem or by Customer’s company administrator. Each account is for one named individual. Customer is responsible for all activity occurring under its and its users’ accounts, for maintaining accurate account and user information, and for promptly switching off access for users who should no longer have access.

• You must keep the sign-in codes we email to you confidential and must not disclose them to any unauthorized person.
• An account may be signed in on one device at a time. Signing in on a new device ends the session on the previous one.
• You may not share accounts, sell or transfer access, time-share, or permit unauthorized users to access StrategemPulse.
• You must promptly notify Strategem at strategempulsesupport@strategem.pro of any suspected unauthorized access, security incident, or account compromise.
• Strategem may suspend or disable an account if we reasonably believe it is compromised, used unlawfully, or used in violation of these Terms.

4. License and Access Rights

Subject to these Terms and payment of all applicable fees, Strategem grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its authorized users to access and use StrategemPulse solely for Customer’s internal business purposes during the applicable subscription or access period.

Except as expressly authorized in writing by Strategem, Customer may not make StrategemPulse, Outputs, or any data available to affiliates, contractors, suppliers, trade partners, competitors, customers, or other third parties. Strategem reserves all rights not expressly granted in these Terms.

5. Restrictions and Acceptable Use

You may not, and may not permit, encourage, or assist any third party to:

• copy, scrape, crawl, spider, bulk-download, harvest, index, or systematically extract data, reports, forecasts, source references, or other Service content, except through ordinary use of features made available in the product;
• resell, rent, lease, publish, redistribute, sublicense, commercialize, or create competing or derivative products or services from StrategemPulse or its data, analytics, forecasts, reports, or Outputs;
• use StrategemPulse, its data, or Outputs to train, fine-tune, develop, or improve any machine-learning model, dataset, or service that competes with or could substitute for StrategemPulse;
• reverse engineer, decompile, disassemble, bypass, circumvent, or attempt to discover the source code, models, algorithms, security controls, rate limits, or non-public systems behind StrategemPulse, except to the limited extent this restriction is prohibited by applicable law;
• use StrategemPulse to violate law, infringe or misappropriate any rights, upload or transmit malicious code, interfere with or disrupt service operation, probe or scan vulnerabilities, defeat or overload systems, or gain unauthorized access to any account, system, or data;
• remove, obscure, or alter any copyright, trademark, attribution, proprietary notice, disclaimer, or source notice from reports, exports, screenshots, or other Outputs;
• use any automated tool, bot, script, or integration to access StrategemPulse except as expressly authorized by Strategem in writing; or
• use Outputs as the sole basis for bids, procurement commitments, hedging, investment or trading decisions, financial projections, legal or tax positions, or other high-impact decisions, without independent verification and professional judgment.

Strategem may monitor use of StrategemPulse to enforce these Terms and protect the Service, and may impose reasonable technical limits (including rate limits and export limits).

6. Customer Materials and Feedback

Customer may provide names, email addresses, organization information, support messages, questions asked of Cora, configuration selections, preferences, feedback, and other information in connection with account administration and use of StrategemPulse (“Customer Materials”). Customer grants Strategem a non-exclusive, worldwide, royalty-free right to use, host, process, and store Customer Materials as necessary to provide, secure, support, improve, and administer StrategemPulse and as otherwise described in the Privacy Policy. Customer represents that it has all rights and consents necessary to provide Customer Materials and to grant this license.

If Customer or any user provides suggestions, comments, ideas, requests, or feedback regarding StrategemPulse (“Feedback”), Strategem may use, develop, and exploit the Feedback for any purpose without restriction, attribution, or compensation, provided Strategem does not publicly identify Customer as the source without permission.

7. Orders, Fees, Taxes, and Payment

A paid subscription is purchased through an order form or other written ordering document signed or accepted by Strategem (each, an “Order”). The Order states the subscription level, number of licenses, fee per license, term (annual or month-to-month), start date, billing frequency, and any discount or special terms. Unless an applicable Order states otherwise:

• Annual term. An annual subscription runs for twelve (12) months from its start date. Its fees are committed for the full term and are non-cancelable and non-refundable except as expressly stated in these Terms or as required by applicable law. Strategem will contact Customer at least thirty (30) days before the end of the term to discuss renewal. Access continues only if the parties agree to a renewal Order; otherwise access ends at the end of the term. Either party may decline to renew.
• Month-to-month term. A month-to-month subscription renews each month until either party gives at least thirty (30) days’ written notice, and ends at the close of the billing month in which the notice period expires. Strategem may change month-to-month fees with thirty (30) days’ written notice.
• Licenses. Each license is for one named individual. Customer may move a license from a departing user to a new user at no charge, and may add licenses at any time at the Order’s fee per license, prorated for the rest of the current billing period. Licenses under an annual term may be reduced only at renewal.
• Invoicing. Fees are invoiced in advance for each billing period and are due in U.S. dollars within thirty (30) days of the invoice date. Strategem does not use a payment-card processor and does not collect or store payment-card numbers.
• Taxes. Customer is responsible for all applicable taxes, duties, levies, and governmental assessments, other than taxes based on Strategem’s net income.
• Late payment. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Strategem may suspend or limit access for amounts past due after reasonable notice, unless prohibited by law.
• Price changes. Fees are fixed for an annual term. Strategem may change prices or plan features for any renewal period with reasonable advance notice.

8. Trials, Beta Features, and Free Access

Strategem may offer trials, pilots, beta, preview, or free access. These offerings may be modified, limited, suspended, or discontinued at any time, with or without notice. Beta and preview features are provided for evaluation only, may be incomplete or inaccurate, and are not covered by any support, uptime, or service commitment. Trial, beta, preview, and free access are provided “AS IS” and “AS AVAILABLE” and, to the fullest extent permitted by law, without any warranty or indemnity.

9. Data Sources; No Guarantee of Accuracy

StrategemPulse relies on data from government agencies, industry and market sources, third-party providers, news and web publications, and other external sources. Those sources may contain errors, omissions, revisions, delays, discontinued series, changed methodologies, licensing restrictions, or availability interruptions, all of which are outside Strategem’s control.

Strategem uses commercially reasonable efforts to present useful and timely information, but Strategem does not represent, warrant, or guarantee that any data, chart, report, source reference, release date, tariff indicator, forecast, estimate, alert, answer, or Output is accurate, complete, current, error-free, uninterrupted, or suitable for any particular decision or purpose.

10. Forecasts, AI Outputs, and No Professional, Trading, or Investment Advice

Forecasts, analyst narratives, market outlooks, sentiment scores, tariff indicators, pricing signals, answers from Cora, AI-generated summaries, and other Outputs are informational tools only. They may be generated using automated systems, third-party content, statistical methods, and AI models; they are probabilistic, may be incomplete, may reflect source limitations, and may be wrong.

StrategemPulse and Strategem do not provide financial, investment, securities, commodities, trading, hedging, brokerage, procurement, bidding, purchasing, legal, tax, accounting, engineering, insurance, risk-management, or other professional advice, and nothing in the Service constitutes such advice or a recommendation to enter into, or refrain from, any transaction.

Strategem is not, and does not act as, a “commodity trading advisor,” “commodity pool operator,” “introducing broker,” “futures commission merchant,” “investment adviser,” or “broker-dealer,” and StrategemPulse is not registered with, regulated by, or endorsed by the U.S. Commodity Futures Trading Commission, the National Futures Association, the U.S. Securities and Exchange Commission, or any similar authority. Outputs are not, and must not be relied upon as, trading or investment signals, advice, or recommendations.

Customer is solely responsible for independent review, professional consultation, and the exercise of its own business judgment before relying on any information from StrategemPulse. Strategem is not responsible for purchasing decisions, bids, contract awards, supplier negotiations, change orders, project estimates, budgets, margins, lost profits, material shortages, inventory decisions, trades, or other outcomes based on use of or reliance on StrategemPulse.

11. Reports, Exports, and Attribution

StrategemPulse may allow users to export, download, cite, or share limited reports, PDFs, DOCX files, CSV files, screenshots, or source references. Unless otherwise authorized in writing, these Outputs may be used only for Customer’s internal business purposes and ordinary internal communications with Customer’s employees, advisors, and procurement stakeholders.

Customer must retain all Strategem branding, copyright notices, source attributions, disclaimers, and limitations included in Outputs. Customer may not present Outputs as independently verified, as official government publications, or as professional advice from Strategem, and may not attribute to Strategem any conclusion, recommendation, or representation that Strategem did not expressly make.

12. Intellectual Property

As between the parties, Strategem and its licensors own all right, title, and interest in and to StrategemPulse, including the software, interfaces, dashboards, designs, workflows, text, reports, methodologies, models, forecasts, analytics, compilations, documentation, trademarks, logos, and other proprietary materials, and all intellectual property rights therein. No rights are granted to Customer except the limited access rights expressly stated in these Terms.

Underlying third-party and government data remains subject to the rights, terms, and policies of the originating sources. Customer is responsible for complying with any source-specific restrictions that apply to Customer’s downstream use of such data.

13. Confidentiality

“Confidential Information” means non-public information that one party (the “discloser”) gives the other (the “recipient”) that is identified as confidential or that a reasonable person would understand to be confidential. Strategem’s Confidential Information includes non-public product information, pricing, methodologies, models, roadmap, and security information. Customer’s Confidential Information includes its non-public business information and the identities of its users. The terms of any Order are the Confidential Information of both parties.

The recipient may use the discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms, and may disclose it only to its employees, authorized users, and advisors who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as these Terms. Each party is responsible for any breach by such persons.

These obligations do not apply to information that (a) becomes public without breach of these Terms, (b) was already lawfully known to the recipient without a duty of confidentiality, (c) is independently developed without use of the Confidential Information, or (d) is lawfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information if required by law or legal process, provided it gives reasonable advance notice where legally permitted.

14. Privacy and Security

Strategem’s collection, use, disclosure, and retention of personal information is described in the StrategemPulse Privacy Policy, which is incorporated into these Terms by reference. Customer is responsible for providing all notices and obtaining all consents required for Customer to provision users and to provide their information to Strategem.

Strategem uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the Service. However, no system, network, transmission, database, or service can be guaranteed to be completely secure, and Customer acknowledges that it provides information and uses the Service at its own risk to the extent permitted by law.

15. Third-Party Services

StrategemPulse may rely on or integrate with third-party services, including hosting, database, email, data-source, search, AI, and authentication providers. Strategem is not responsible for third-party services, third-party content, or the acts or omissions of third-party providers, and any use of third-party services is subject to the applicable third party’s terms, except to the extent otherwise required by law.

16. Service Changes and Availability

Strategem may modify, update, replace, discontinue, suspend, or limit any part of StrategemPulse, including data sources, features, dashboards, reports, forecasts, integrations, and pricing plans. Strategem does not guarantee uninterrupted availability, error-free operation, or the continued availability of any particular data source, series, metric, provider, feature, or export format, and will not be liable for any modification, suspension, or discontinuation, except as expressly stated in a written service-level commitment, if any.

17. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, STRATEGEMPULSE AND ALL DATA, FORECASTS, REPORTS, ALERTS, EXPORTS, SERVICES, AND OUTPUTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” STRATEGEM AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

STRATEGEM DOES NOT WARRANT THAT STRATEGEMPULSE WILL MEET CUSTOMER’S REQUIREMENTS, PREVENT ANY LOSS, IDENTIFY ALL RISKS, PRODUCE CORRECT FORECASTS, OR BE UNINTERRUPTED, SECURE, TIMELY, OR FREE OF ERRORS, DEFECTS, VULNERABILITIES, HARMFUL COMPONENTS, OR DATA-SOURCE ISSUES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STRATEGEM CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, NEITHER PARTY — AND, IN THE CASE OF STRATEGEM, NONE OF ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS — WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, OR SAVINGS; LOST BUSINESS OR OPPORTUNITY; BUSINESS INTERRUPTION; LOSS OF GOODWILL; PROCUREMENT, BIDDING, OR PROJECT LOSSES; COST OVERRUNS; OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, STRATEGEM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR STRATEGEMPULSE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO STRATEGEM FOR STRATEGEMPULSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) FIVE HUNDRED U.S. DOLLARS (US$500).

IF THE FOREGOING LIMITATION IS HELD UNENFORCEABLE OR INVALID BY A COURT OR ARBITRATOR OF COMPETENT JURISDICTION, STRATEGEM’S TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES INTEND EACH LIMITATION IN THIS SECTION TO APPLY INDEPENDENTLY AND TO SURVIVE EVEN IF ANOTHER IS HELD UNENFORCEABLE.

The limitations in this Section reflect an allocation of risk between the parties and form an essential basis of the bargain; the fees would be substantially higher without them. Nothing in this Section limits (a) Customer’s obligation to pay fees due, (b) Customer’s obligations under Section 19 (Indemnification), or (c) liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain limitations, so some limitations may not apply to Customer.

19. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Strategem and its owners, officers, employees, contractors, agents, suppliers, and licensors (the “Strategem Parties”) from and against any third-party claims, demands, actions, and proceedings, and all resulting damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees), arising from or related to:

• Customer’s or any authorized user’s use of StrategemPulse or any Output;
• Customer’s business decisions, bids, purchases, negotiations, reports, trades, or communications based on StrategemPulse;
• Customer Materials, or Customer’s violation of any privacy, employment, confidentiality, data-protection, intellectual-property, consumer-protection, or other law;
• Customer’s violation of these Terms;
• unauthorized access or use resulting from Customer’s failure to secure its accounts or sign-in codes; or
• Customer’s redistribution, publication, or external use of StrategemPulse content or Outputs.

By Strategem. For Customers with a paid subscription under an Order, Strategem will defend Customer against any third-party claim that StrategemPulse, as provided by Strategem and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay the damages finally awarded or the settlement Strategem agrees to. This obligation does not apply to claims arising from third-party or government data, from Customer Materials, from combination of StrategemPulse with anything not provided by Strategem, from modifications not made by Strategem, or from use in breach of these Terms. If StrategemPulse is or may become subject to such a claim, Strategem may obtain the right for Customer to continue using it, modify it to be non-infringing, or end the subscription and refund any prepaid fees for the unused part of the term. This paragraph states Strategem’s entire obligation, and Customer’s exclusive remedy, for infringement claims.

Procedure. The party seeking defense will give the other prompt notice of the claim and reasonable cooperation (at the defending party’s expense), and may participate in the defense with its own counsel at its own expense. The defending party may not settle any claim in a manner that imposes any obligation or admission on, or limits the rights of, the other party without that party’s prior written consent.

20. Term, Suspension, and Termination

These Terms apply for as long as Customer accesses or uses StrategemPulse and for the duration of any subscription term. Strategem may suspend or terminate access, in whole or in part, if Customer fails to pay fees when due, violates these Terms, creates a security or legal risk, uses the Service in a way that may harm Strategem or others, or if continued access would violate law or third-party rights. Customer may stop using StrategemPulse at any time, but stopping use does not relieve Customer of payment obligations already incurred.

Upon termination or expiration, Customer’s right to access StrategemPulse ends immediately. Any provision that by its nature should survive will survive, including Sections 5, 6, 7, 9–14, and 17–26, and any accrued payment obligations.

21. Export Controls and Sanctions

Customer must comply with all applicable U.S. export-control and economic-sanctions laws, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce. Customer represents and warrants that it and its authorized users (a) are not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction; (b) are not identified on any U.S. government restricted-party or sanctions list; and (c) will not access or use StrategemPulse in violation of any export-control or sanctions law.

22. Dispute Resolution; Binding Arbitration; Class-Action Waiver; Governing Law

Governing Law. These Terms, and any dispute arising out of or relating to them or to StrategemPulse, are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution. Before initiating arbitration, a party must send a written notice of dispute to the other party (to Strategem at sales@strategem.pro) describing the claim and the relief sought. The parties will attempt in good faith to resolve the dispute for thirty (30) days after the notice. If the dispute is not resolved, either party may proceed to arbitration.

Binding Arbitration. Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or StrategemPulse will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, seated in Dallas County, Texas, and conducted in English. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that it is void or voidable. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

CLASS-ACTION AND JURY-TRIAL WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM WILL BE SEVERED AND HEARD IN COURT, WHILE ALL OTHER CLAIMS REMAIN IN ARBITRATION.

Court Carve-Outs. Either party may (a) bring an individual action in small-claims court if the claim qualifies, and (b) seek injunctive or other equitable relief in the state or federal courts located in Dallas County, Texas to protect its intellectual property, Confidential Information, or system security, without first proceeding to arbitration. For such matters and to enforce any arbitration award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas and waive any objection to that venue.

Time Limit. To the fullest extent permitted by law, any claim arising out of or relating to these Terms or StrategemPulse must be commenced within one (1) year after the claim accrues; otherwise it is permanently barred.

Costs. Each party bears its own attorneys’ fees and costs except as provided in Section 26 (prevailing-party fees) or as the arbitrator may award under applicable law. Arbitration fees are allocated under the applicable AAA rules.

23. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, utility or telecommunications failures, internet or hosting-provider outages, denial-of-service or other attacks, supply-chain disruptions, or failures of third-party data sources or service providers.

24. Changes to These Terms

Strategem may update these Terms from time to time. If changes are material, Strategem will provide notice through the platform, by email, or by other reasonable means. Updated Terms apply prospectively after the effective date stated in the notice or posted version. Continued access or use of StrategemPulse after the effective date constitutes acceptance of the updated Terms, unless a separate signed agreement between the parties states otherwise. For a Customer with a signed Order, the Terms in effect on the Order date continue to govern that Order’s term, except for changes required by law or that do not materially reduce Customer’s rights.

25. Notices and Contact

Strategem may provide notices by email, platform notice, account message, invoice, or posting to the website, and such notice is deemed given when sent or posted. Customer notices to Strategem must be sent to sales@strategem.pro and, for formal legal notices, also by mail to the address below, and are deemed given upon receipt. Questions about using StrategemPulse may be sent to strategempulsesupport@strategem.pro.

Strategem LLCEmail: sales@strategem.proMailing address: 13155 Noel Rd, Floor 9, Dallas, TX 75240, USA

26. Miscellaneous

Assignment. Customer may not assign or transfer these Terms or any rights or obligations under them without Strategem’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, provided the successor assumes all obligations and is not a competitor of Strategem. Strategem may freely assign these Terms. Any prohibited assignment is void.

Entire Agreement; Order of Precedence. These Terms, together with the Privacy Policy and any Order and policies referenced in them, are the entire agreement between the parties regarding StrategemPulse and supersede all prior or contemporaneous understandings. Pre-printed terms on a Customer purchase order have no effect. In the event of a conflict, a signed Order controls over these Terms, and these Terms control over any other referenced policy, in each case only as to the conflicting subject matter.

Severability and Reformation. If any provision is held invalid or unenforceable, it will be modified or reformed to the minimum extent necessary to make it enforceable while preserving its intent and economic effect as closely as possible, and the remaining provisions will remain in full force and effect.

No Waiver. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in writing and signed by the waiving party.

Equitable Relief. Customer acknowledges that a breach of Section 5 (Restrictions), Section 12 (Intellectual Property), or Section 13 (Confidentiality) may cause irreparable harm for which monetary damages are inadequate, and that Strategem is entitled to seek injunctive and other equitable relief without the requirement to post a bond, in addition to any other remedy.

Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

No Third-Party Beneficiaries. Except for the Strategem Parties under Section 19, these Terms do not create any third-party beneficiary rights.

Prevailing-Party Fees. In any action or proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by law.

Electronic Communications and Acceptance. Customer consents to receive communications and records electronically and agrees that electronic acceptance (including clickwrap acceptance) and electronic signatures are binding. Strategem may record and retain evidence of acceptance, including the accepting user, version, timestamp, IP address, and user agent.

Survival and Headings. Provisions that by their nature should survive termination will survive. Headings are for convenience only and do not affect interpretation.