Affiliate Policy

Last updated November 2nd, 2022.

This Agreement/Policy is between STRATUS DIGITAL DESIGN and AFFILIATE ("AFFILIATE") and sets forth the terms and conditions for AFFILIATE's participation in the STRATUS DIGITAL DESIGN AFFILIATE Program (the "Program"). Under the Program, STRATUS DIGITAL DESIGN will provide promotional and marketing support to AFFILIATE as specified in this Policy related to AFFILIATE's purchase and licensing of STRATUS DIGITAL DESIGN services for resale.

AFFILIATE Qualification

In order to ensure adequate technical and marketing support to end users, eligibility to resell STRATUS DIGITAL DESIGN services is subject to compliance with the authorization requirements described in the Program Materials (general elements and policies are contained on the AFFILIATE portal site). These Program Materials contain a detailed description of the benefits to a STRATUS DIGITAL DESIGN AFFILIATE, as well as the requirements of an AFFILIATE under this program. The AFFILIATE will not sell STRATUS DIGITAL DESIGN services without adequate after-sales support.

Relationships

The AFFILIATE is an independent contractor engaged in the purchase of STRATUS DIGITAL DESIGN services for resale to its customers. The AFFILIATE is not an agent or legal representative of STRATUS DIGITAL DESIGN for any purpose and has no authority to act for, obligate or bind STRATUS DIGITAL DESIGN.

AFFILIATE has no authority to make any commitments on behalf of STRATUS DIGITAL DESIGN with respect to quantities, delivery, modifications, capacity or suitability in specific applications. AFFILIATE has no authority to modify the warranty offered with STRATUS DIGITAL DESIGN services. The AFFILIATE shall hold STRATUS DIGITAL DESIGN harmless for any modified warranty or other commitment of the AFFILIATE not specifically authorized by STRATUS DIGITAL DESIGN.

AFFILIATE shall not represent itself in any manner that implies that AFFILIATE is an agent or branch of STRATUS DIGITAL DESIGN. AFFILIATE shall promptly change or discontinue any representation or business practice that STRATUS DIGITAL DESIGN deems misleading or deceptive, immediately upon notice from STRATUS DIGITAL DESIGN.

Term, Limitations, Termination

The term of this Policy is twelve (12) months from the date of acceptance by AFFILIATE and STRATUS DIGITAL DESIGN. This Policy will automatically renew in each subsequent year for a period of one year, unless terminated earlier in accordance with this Policy.

STRATUS DIGITAL DESIGN or AFFILIATE may terminate this Agreement without cause at any time upon thirty (30) days written notice or for Cause at any time upon fifteen (15) days written notice, provided that neither the expiration nor early termination of this Agreement shall relieve either party of any obligation that has accrued as of the date of termination.

STRATUS DIGITAL DESIGN may, from time to time, give written notice to AFFILIATE of amendments to this Agreement. Any amendment shall automatically become a part of this Policy thirty (30) days from the date of the notice, unless otherwise specified in the notice.

Upon expiration, non-renewal or termination of this Policy, all interest on accrued marketing funds (if any) shall automatically lapse, which does not affect existing outstanding amounts due.

AFFILIATE Programs

The STRATUS DIGITAL DESIGN AFFILIATE program will contain various levels of participation. STRATUS DIGITAL DESIGN will invite AFFILIATE from time to time to participate in cooperative advertising, market development and promotional programs offered by STRATUS DIGITAL DESIGN as defined in the Program Materials. AFFILIATE may, at its option, participate in such programs during the term of this Agreement. STRATUS DIGITAL DESIGN reserves the right to terminate or modify such programs at any time in its sole discretion.

AFFILIATE shall use its best efforts to market STRATUS DIGITAL DESIGN's services, and may use promotional materials provided by STRATUS DIGITAL DESIGN. As defined in the Program Materials, the AFFILIATE shall have sufficient technical knowledge of STRATUS DIGITAL DESIGN services in general and shall have access to appropriate STRATUS DIGITAL DESIGN technical and sales training.

STRATUS DIGITAL DESIGN does not guarantee that it will continue to manufacture any particular item or product model indefinitely or even for any specific period. STRATUS DIGITAL DESIGN specifically reserves the right to modify any of the specifications or features of its services, withdraw any product from the market, and/or discontinue manufacturing or supporting it.

AFFILIATE is expected and encouraged to advertise and promote sales of STRATUS DIGITAL DESIGN services through all appropriate means, including trade show exhibits, catalogs, direct mailings, space advertising, educational meetings, sales aids, etc. STRATUS DIGITAL DESIGN must approve all original materials using STRATUS DIGITAL DESIGN's name or trademarks (other than modifying existing STRATUS DIGITAL DESIGN-supplied template materials). STRATUS DIGITAL DESIGN will assist AFFILIATE in advertising and promoting STRATUS DIGITAL DESIGN's services in accordance with STRATUS DIGITAL DESIGN's policy.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIM OF INFRINGEMENT, SHALL STRATUS DIGITAL DESIGN BE LIABLE TO AFFILIATE OR ANY OTHER PARTY FOR ANY COST OF RE-ACQUISITION, LOSS OF REVENUE OR PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF STRATUS DIGITAL DESIGN HAS BEEN ADVISED OF SUCH POTENTIAL LOSS OR DAMAGE.

Use of STRATUS DIGITAL DESIGN Trademarks

AFFILIATE acknowledges the following:

a. STRATUS DIGITAL DESIGN owns all right, title and interest in the STRATUS DIGITAL DESIGN names and logos.

b. STRATUS DIGITAL DESIGN owns other trademarks and trade names used in connection with certain product lines and software.

c. AFFILIATE shall not acquire any interest in such trademarks or trade names by virtue of this Policy, its activities under it, or any relationship with STRATUS DIGITAL DESIGN.

During the term of this Policy, AFFILIATE may indicate to the trade and the public that it is an Authorized AFFILIATE of STRATUS DIGITAL DESIGN's services. AFFILIATE may also use STRATUS DIGITAL DESIGN's trademarks and trade names to promote and solicit sales or licenses of STRATUS DIGITAL DESIGN's services if it does so in strict accordance with STRATUS DIGITAL DESIGN's guidelines. AFFILIATE shall not adopt or use such trademarks or trade names, or any confusing words or symbols, as part of its STRATUS DIGITAL DESIGN name, or permit such marks or names to be used by others.

Upon expiration or termination of this Policy, AFFILIATE shall immediately discontinue any use of the STRATUS DIGITAL DESIGN and STRATUS DIGITAL DESIGN names or marks or any other combination of words, designs, marks or trade names indicating that it is or was an AFFILIATE of STRATUS DIGITAL DESIGN services.

Product Warranty

The terms and conditions of the warranty shall be as specified in STRATUS DIGITAL DESIGN's Standard Terms and Conditions of Sale (EULA, End User License Agreement).

STRATUS DIGITAL DESIGN'S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Proprietary Information

STRATUS DIGITAL DESIGN and AFFILIATE shall exercise due diligence to maintain confidentiality and not disclose to any third party proprietary information provided to it in confidence by the other party and identified as such at the time of delivery. Except in accordance with this Agreement, neither party shall use such information without the permission of the party who provided it. "Due diligence" means the same precaution and level of care that such party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this section shall continue in effect for three (3) years beyond the expiration, non-renewal or termination of this Policy.

The Program does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to the COMPANY. AFFILIATES shall have no right to manufacture STRATUS DIGITAL DESIGN services.

Compliance with Laws

The AFFILIATE agrees to comply with all laws and regulations that are applicable to the business that the AFFILIATE conducts. The AFFILIATE agrees to indemnify and hold STRATUS DIGITAL DESIGN harmless from any liability or damages caused by the AFFILIATE's failure to comply with the terms of this provision.

Miscellaneous

Notices under this Policy must be sent by telegram, telecopy, certified or registered mail, or by email if email receipt is acknowledged to the appropriate party at its location submitted during the AFFILIATE application (or to a new address if the other has been duly notified of the change). A notice will not be effective until the recipient actually receives it.

This Policy and its attachments represent the entire agreement between the parties relating to this subject matter. This Policy supersedes all prior communications, oral or written, between the parties regarding the subject matter, and may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party shall be liable to the other for any delay or failure to perform if such delay or failure is due to a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid unless such invalidity defeats the purpose of this Policy. The law of Mexico governs this Policy without regard to the body of law known as "conflicts of law". STRATUS DIGITAL DESIGN and AFFILIATE will attempt to resolve any claim or dispute arising therefrom through consultation and negotiation in good faith and in a spirit of mutual cooperation.  Any dispute that cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

Should you have any questions regarding this Policy, please contact us at help@stratusdigitaldesign.com.