These SaaS Services Terms and Conditions (the “Terms and Conditions”) are entered into between Statra Summit Holdings Inc. (“STATRA”) with a place of business at 1065 SW 8th Street, Unit #134, Miami, FL 33133, and the customer organization (the “Customer”) on whose behalf these Terms and Conditions are accepted during the registration or ordering process for the applicable Services to be provided by STATRA.
These Terms and Conditions contain, among other things, provisions concerning warranty disclaimers, liability limitations and use limitations, and arbitration of disputes. No force or effect shall be given to any different terms of any related purchase order or similar form provided by Customer, unless both parties after the date hereof mutually agree in writing to such other terms.
1.1. Subject to the provisions of these Terms and Conditions, STATRA will provide access on a subscription basis to one (1) instance of the Owner Awareness Program (OAP) (the “Services”) for use with Customer’s business. OAP delivers a simple text every weekday morning showing revenue, expenses, and net profit, plus instant alerts when unusual activity is detected in the client’s connected data systems. Customer receives real-time updates from Customer’s banking and accounting system connections without additional logins or dashboards. Additional operational or revenue-driving systems may be connected upon request and subject to review and integration setup, as well as additional fees as then quoted by STATRA.
1.2. To support Customer’s use of the Services, STATRA will use commercially reasonable efforts to provide: (i) Customer onboarding, (ii) customer service support between 9:00 AM to 5:00 PM EST, Monday through Friday, (iii) the applicable Service Level Terms attached hereto as Exhibit A, and (iv) reasonable technical support in accordance with STATRA’s standard practices and procedures.
2.1. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by STATRA or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) remove any proprietary notices or labels.
2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and Conditions and will be prohibited except to the extent expressly permitted by these Terms and Conditions.
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable state and federal laws and regulations. Customer hereby agrees to indemnify and hold harmless STATRA against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Services or STATRA’s monitoring of Customer’s use of the Services. STATRA may monitor Customer’s use of the Services and may prohibit any use that STATRA believes may be (or alleged to be) in violation of the foregoing.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5. STATRA reserves the right, at its expense and directly or through a third party designated by STATRA, to audit Customer’s use of the Services to verify compliance with these Terms and Conditions. If such audit reveals any instance of non-compliance, Customer shall be subject to being declared in breach of these Terms and Conditions in accordance with Section 5.2 below, and, in addition, if the audit reveals any underpayment by Customer, then Customer shall pay to STATRA such underpayment amount within ten (10) days of written request therefor by STATRA; and, provided further, that if such underpayment is greater than five percent (5%) of what Customer should have paid to STATRA for the period audited, then Customer shall also be responsible for reimbursing STATRA for the reasonable costs of such audit.
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business and business activities (collectively, “Proprietary Information”). Proprietary Information of STATRA includes non-public information regarding features, functionality and performance of the Services and the Software. Proprietary Information of Customer includes non-public data provided by Customer to STATRA to enable the provision of the Services (collectively, “Customer Data”). It is agreed by Customer that Customer Data does not consist of any information that personally identifies an individual natural person (“PII”). If Customer, or any user of the Services whose use has been authorized by Customer, utilizes with the Services any PII, Customer agrees to indemnify, defend and hold STARA harmless from any and all liabilities, costs, expense, losses, damages or claims incurred by STATRA or to which STATRA is exposed, as a result of any such use of PII. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein or by the Disclosing Party) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in Receiving Party’s possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed by Receiving Party without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2. Customer shall own all right, title and interest in and to the Customer Data. STATRA shall own and retain all right, title and interest in and to the following (collectively, the “STATRA IP Rights”): (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing. Customer shall have no rights or licenses in or to any of the STATRA IP Rights except for the limited access and use rights expressly granted in these Terms and Conditions.
3.3. Notwithstanding anything to the contrary, STATRA shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom and from Customer’s usage of the Services), and STATRA will be free (during and after the term hereof) to (i) use data derived from Customer Data and from Customer’s usage of the Services (including, without limitation, usage patterns, performance metrics, financial benchmarks and behavioral insights) in aggregate and de-identified form to improve and enhance the Services and for development, diagnostic, corrective, analytics, benchmarking, product development and other commercial purposes, including resale to third parties, in connection with the Services and other STATRA offerings, and (ii) disclose data derived from Customer Data and from Customer’s usage of the Services solely in aggregate or other de-identified form in connection with STATRA’s business. Without limitation of the foregoing, STATRA may also publish aggregate, de-identified statistics regarding Services usage patterns, financial performance or industry insights derived from the Services for public, commercial or marketing purposes.
4.1. Customer will pay STATRA a fee of $500 per month or such other monthly fee amount (as applicable, the “Base Services Fee”) as has been disclosed to Customer during the order process for the Services. The Base Services Fee and any other applicable fees due hereunder are referred to collectively as the “Fees”. Additional instances of the Services, features and other services requested by Customer that are not covered in the initial Services subscription will be subject to additional Fees as then quoted by STATRA. If Customer’s use of the Services exceeds the usage scope then subscribed for, or otherwise requires the payment of additional Fees (per the provisions of these Terms and Conditions), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein. STATRA reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Services Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that STATRA has billed Customer incorrectly, Customer must contact STATRA no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to STATRA’s customer support department. All payments of Fees made to STATRA are non-refundable, and Customer shall not be entitled to any refund of Fees already paid.
4.2. STATRA may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by STATRA thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on STATRA’s net income.
5.1. Subject to earlier termination as provided below, the initial Services term shall be for one (1) month (the “Initial Services Term”), and shall be automatically renewed for additional periods of the same duration as the Initial Services Term (the Initial Services Term together with any renewal periods, collectively, the “Term”), unless either party provides notice of its intent to terminate the then applicable Services subscription and Term to the other party in writing at least thirty (30) days prior to the end of the then-current Term.
5.2. In addition to any other remedies it may have, either party may also terminate the Services upon thirty (30) days’ written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of these Terms and Conditions. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, STATRA will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter STATRA may, but is not obligated to, delete any and all stored Customer Data. All sections of these Terms and Conditions which by their nature should survive termination will survive termination (including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability) for the maximum period allowed under applicable law.
STATRA shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any professional services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by STATRA or by third-party providers, or because of other causes beyond STATRA’s reasonable control, but STATRA shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, STATRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES STATRA PROVIDE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND STATRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, STATRA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:
-(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
-(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
-(C) FOR ANY MATTER BEYOND STATRA’S REASONABLE CONTROL; OR
-(D) EXCEPT WITH RESPECT TO MATTERS COVERED BY SUBCLAUSE (E) IMMEDIATELY BELOW, FOR ANY AMOUNTS THAT EXCEED THE LESSER OF (I) $1,000, OR (II) THE FEES PAID BY CUSTOMER TO STATRA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY;
-(E) WITH RESPECT TO MATTERS INVOLVING THE BREACH OF THE SECURITY OF ANY DATA THAT IS PROCESSED BY STATRA, STATRA’S LIABILITY FOR ANY SUCH BREACH SHALL BE LIMITED TO AN AMOUNT EQUAL TO TWO TIMES THE FEES PAID BY CUSTOMER TO STATRA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY;
AND IN ANY CASE COVERED BY ANY OF SUBCLAUSES (A) THROUGH (E), WHETHER OR NOT STATRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
STATRA shall not be liable for failure or delay in performance of the Services or its other performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts of government, internet or telecommunications outages, war, terrorism, or labor.
9.1 From time to time, STATRA may introduce or integrate third-party business partners, vendors or service providers whose product or service offerings STATRA believes may add value to the Customer or enhance the Services. In addition to its other data rights in Section 3.3 above, Customer acknowledges and agrees that STATRA may share Customer Data with such third parties solely for the purposes of delivering, supporting, or improving the Services, or introducing related offerings. When sharing Customer Data for such purposes, STATRA will ensure that any such third party is bound by confidentiality obligations and data protection obligations that are materially no less protective than those set forth in these Terms and Conditions.
9.2 The terms of any products or services offered by any third parties introduced by STATRA shall be determined by the third party and shall be subject to such other terms and conditions as are mutually agreed between Customer and such third party.
9.3 Customer understands and acknowledges (i) that STATRA may receive commissions, fees, or other forms of compensation in connection with introducing Customer to such third-party business partners, vendors or service providers, and (ii) that any such compensation shall not affect Customer’s obligations under these Terms and Conditions.
9.4 STATRA reserves the right to offer value-added services, premium features and/or third-party integrations within the Services that may be subject to additional fees, terms and conditions. Customer acknowledges and agrees that such additional offerings may be presented within the user interface for the Services and may require separate acceptance for such offerings to be made available to and accessible by Customer.
** 9.5** With Customer’s prior written consent, STATRA may reference Customer as a user of the Services and may include Customer’s name, logo and general results achieved from use of the Services in STATRA’s marketing materials and case studies.
9.6 During the Term of these Terms and Conditions and thereafter, each of Customer and STATRA agrees that it shall not make any statements concerning the other party to these Terms and Conditions or such party’s business to any third parties where the intent of such statements would reasonably be considered to be of a disparaging nature.
9.7 Customer agrees that as a condition to STATRA making the Services available to Customer, that Customer shall not, during the term of the Agreement and for two (2) years thereafter:
a. directly or indirectly, create, market or provide any services that are substantially similar to or competitive with the Services offered by STATRA hereunder;
b. attempt to replicate STATRA’s methodologies, schemas or platform for the Services offered by STATRA hereunder; or
c. circumvent STATRA by engaging directly with any entity first introduced to Customer by STATRA in order to replicate or replace the Services provided by STATRA hereunder.
9.8 If Customer provides to STATRA any feedback, suggestions or other comments (collectively “Feedback”) concerning the Services, Customer acknowledges and agrees that STATRA may use on an unlimited basis any and all such Feedback in connection with the Services or otherwise, and without restriction, in any manner deemed appropriate or desirable by STATRA, and without needing to provide any compensation to Customer for any such use.
10.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida.
10.2 In the event of any legal or equitable proceedings arising out of the matters under these Terms and Conditions, both STATRA and Customer each agrees that, and consents to, venue for any such proceedings shall be exclusively in the federal and state courts located in Miami, Florida. STATRA and Customer each waives all defenses of lack of personal jurisdiction and inconvenience of the forum with respect to venue and jurisdiction in such state and federal courts.
10.3 Each of the parties hereby acknowledges that the violations of the obligations imposed under these Terms and Conditions may cause irreparable harm to the other party and that remedies at law may be inadequate to redress any actual or threatened violation of these Terms and Conditions. Accordingly, each of the parties agrees that, in addition to other relief that may be available at law or in equity, the foregoing obligations may be enforced by temporary and permanent injunctive relief, and without the necessity for the posting of any bond or proving of any amount of actual damages. Any award of relief to a party under this provision shall include such party’s reasonable costs and expenses of enforcement (including reasonable attorneys’ fees). Nothing in this Section 10.3 shall be construed as prohibiting either party from pursuing any other remedies available to it for such breach or threatened breach, including recovery of damages from the breaching party.
10.4 To expedite resolution and control the cost of any dispute, controversy, or claim arising out of the matters under these Terms and Conditions (each "Dispute" and collectively, the “Disputes”) brought by either STATRA or Customer (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below as Excepted Matters) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations shall commence upon written notice of a Dispute from one Party to the other Party.
If the Parties are unable to resolve an applicable Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. EACH PARTY UNDERSTANDS THAT WITHOUT THIS PROVISION, SUCH PARTY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which is available at the AAA website www.adr.org. The Parties shall split evenly the applicable arbitration fees and arbitrator compensation, which shall be governed by the AAA Commercial Arbitration Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, any in-person arbitration will take place in Miami, Florida. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
In no event shall any Dispute brought by either Party related in any way to matters arising under these Terms and Conditions be commenced more than one (1) year after the cause of action first arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the fullest extent permitted by applicable law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
_Exceptions to Informal Negotiations and Arbitration._ The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration (the “Excepted Matters”): (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (c) any claim for injunctive or other equitable relief; and (d) any pursuit of a remedy by a Party that is expressly provided for in these Terms and Conditions in connection with a matter that might constitute a Dispute (for instance, the ability of the Company to suspend or terminate services in the event of a breach by Customer of these Terms and Conditions or for non-payment). If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts noted for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. These Terms and Conditions are not assignable, transferable or sublicensable by Customer except with STATRA’s prior written consent. STATRA may transfer and assign any of its rights and obligations under these Terms and Conditions without consent. These Terms and Conditions and the Oreder Form(s) agreed to by Customer are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions. All waivers and modifications must be in a writing that has been agreed to by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions, and Customer does not have any authority of any kind to bind STATRA in any respect whatsoever. All notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
1. Services Availability
STATRA will use commercially reasonable efforts to maintain Services uptime of 99% on a monthly basis, excluding holidays, weekends, scheduled maintenance, events of force majeure, and blocking of data communications or Services in accordance with STATRA’s policies.
2. Scheduled Maintenance
STATRA may perform routine or emergency maintenance. Notice of scheduled maintenance will be provided at least 24 hours in advance when possible.
3. Downtime Credits
If monthly uptime falls below 99%, Customer will be eligible for service credits, calculated as a percentage of the monthly Base Services Fee, applied to the following month’s invoice:
-Uptime 98.0–98.9%: 5% credit
-Uptime 95.0–97.9%: 10% credit
-Uptime below 95.0%: 20% credit
In order to receive downtime credit, Customer must notify STATRA in writing within 24 hours from the onset of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Service credits may not be redeemed for cash. Only one such credit shall be available during any monthly period. Service credits are Customer’s sole and exclusive remedy for downtime.
4. Exclusions
Downtime does not include interruptions caused by:
-Customer’s equipment, software, or network connectivity.
-outages dure to failures of third-party services or integrations not under STATRA’s control.
-Misuse of the Services by Customer.
-Any other events or conditions outside STATRA’s reasonable control.
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Contact Information:
Statra Summit Holdings Inc.
1065 SW 8th St Unit #134
Miami, FL 33133
Last updated: November 3, 2025 | Revision: 4.0