TERMS AND CONDITIONS FOR WHITEFOX STRATUS
These Terms and Conditions (“TERMS”) constitute an Agreement (“AGREEMENT”) between WhiteFox Defense Technologies, Inc. (“WhiteFox” “we,” “us,” or “our”) having a principal place of business at 833 Buckley Road , San Luis Obispo, CA 93401 and the Subscriber, its agents or representatives (who will be collectively referred to in these TERMS as “Subscriber” or “You”)-collectively, the “Parties.” This AGREEMENT governs Your access to and use of the applications to which WhiteFox is providing You access through its product and service, Stratus. (“Stratus”). The Effective Date of this AGREEMENT is that later date shown in the execution of these TERMS as set forth below.
BY SIGNING THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND THAT YOU WILL BE BOUND BY THESE TERMS.
WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE STRATUS WEBSITE, AND BY ACCESSING OR USING STRATUS AFTER CHANGES ARE POSTED, YOU AGREE TO THOSE CHANGES.
Article 1. EXCLUSIVE USE.
You, the Subscriber, agree that only You will have access to and will use Stratus and the Data provided by it for Yourself and Your own use that is exclusively Yours and/or for the business or organization on behalf of which you enter this AGREEMENT. You will not use Stratus and its Data for the benefit of a third party. You only will permit access to Stratus use and the Data provided by you and your employees and independent contractors. You will not distribute, copy, reveal or otherwise convey access to Stratus and to the Data revealed by Stratus to anyone. These TERMS will apply to employees and independent contractors’ use of Stratus and the Data provided by it. You must provide these TERMS to whom you are granting access to Stratus and the Data resulting from it. You will provide written proof of their acceptance and agreement to these TERMS before WhiteFox will grant that access.
Article 2. PURPOSE.
The purpose of this AGREEMENT is to set forth the TERMS under which WhiteFox Stratus provides a service that conveys and displays information as to the detection of drones in a defined geospacer, as defined and agreed to by Subscriber.
Article 3. STRATUS SERVICE.
WhiteFox Stratus provides the following:
Data that is confined to that collected through the WhiteFox infrastructure and equipment owned and in the custody of WhiteFox. The Data is limited to that infrastructure’s capabilities.
Data from which You may discern the presence of drones in the agreed-upon area and produce reports of that activity.
Alerts of drone detections to You and/or a list of contacts supplied by You through an internet interface.
Upgrades as available that may improve or enhance the system’s effectiveness or user experience and provide operational and technical support.
Article 4. USE OF STRATUS.
Access to Stratus is available only to WhiteFox, its Subscribers, and designated representatives. Your use of Stratus is subject to all WhiteFox policies and procedures. You agree You will use Stratus only in accordance with those policies and procedures.
Subscriber shall not, and shall not attempt to: copy, prepare derivative works of, x-ray, modify, merge with other technologies, reverse engineer, decompile, disassemble, repair, sublicense, resell, offer as a service bureau, derive the source code from, or otherwise learn the intellectual property and/or trade secrets embodied in, any portion of the Stratus nor shall they cooperate with a third party to do so. Subscriber shall not publish any performance of benchmark tests or analysis related to the Stratus. Subscriber shall not use the Stratus at any premises or location other than at the authorized premises set forth on each subscription user description. Subscriber shall not use the Stratus for any purposes prohibited by applicable laws. Subscriber is solely responsible to ensure the Stratus is used in accordance with all applicable laws, regulations, and policies of the relevant jurisdiction. WhiteFox selling Subscriber the Stratus does not constitute support or implicit approval for the use of the Stratus in any manner. Subscriber shall not use the Stratus in ways that violate the health, safety, and welfare of the public. Any such action or attempt at any of the foregoing is a material breach of this Agreement entitling WhiteFox to immediately terminate this Agreement and to pursue legal remedies, including injunctive relief.
4.1 Access. Subscriber can access Stratus through desktop computers, laptops, mobile tablets, smart phones or other devices (where available). To ensure that Stratus is only used by Subscriber, its representatives and WhiteFox, You will not share any log-in credentials with any other persons whatsoever but for Your designated representatives. You are responsible for maintaining the confidentiality of any information You use in connection with Stratus, including Your usernames and passwords. You are responsible for all activity on Your Stratus account. If You believe someone else has accessed Your account, please change Your password, require Your representatives and notify WhiteFox immediately.
4.2 Appropriate Use. Use of Stratus is a privilege. WhiteFox may, for any reason and in its sole discretion, suspend, deactivate, or terminate Your Stratus account or Your use of Stratus and may terminate these TERMS, without notice or liability, including if You violate these TERMS or any WhiteFox policies or procedures. You use of Stratus is subject to WhiteFox policies regarding the disclosure of trade secrets and other confidential and proprietary information. You are prohibited from misusing or misappropriating any confidential, proprietary business information or trade secrets in violation of WhiteFox policies concerning such information.
You will not use Stratus in a manner that interferes with or disrupts the integrity or performance of Stratus. will not access, use, or copy any portion of Stratus, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
Stratus provides detection operation only. It is a violation of law and regulation to make contact with, interfere with, control or attempt to control a drone and aircraft, manned or unmanned, in any way and You and Your End Users will not engage in this conduct also by these TERMS.
WhiteFox will determine viability of the Stratus service and any circumstances requiring modification.
You and Your End Users will provide an appropriate device and browser installed on that device that are both suitable for use of the Stratus website.
You and Your End Users will provide Text/SMS/Email contact information to receive drone detection warnings.
You and Your End Users will provide internet connected devices for any user authorized by it that needs to connect to Stratus or access Stratus user interface remotely.
You and Your End Users hereby enter into a non-disclosure AGREEMENT regarding the information shared with You through Stratus. You and Your End Users will not share any Data, information or intelligence that Stratus supplies to you with anyone other than an authorized user revealed and agreed to in writing by WhiteFox.
You will not engage in this conduct also by these TERMS.
WhiteFox will determine viability of the Stratus service and any circumstances requiring modification.
You will provide an appropriate device and browser installed on that device that are both suitable for use of the Stratus website.
You will provide Text/SMS/Email contact information to receive drone detection warnings.
You will provide internet connected devices for any user authorized by it that needs to connect to Stratus or access Stratus user interface remotely.
You hereby enter into a non-disclosure AGREEMENT regarding the information shared with You through Stratus. You will not share any Data, information or intelligence that Stratus supplies to you with anyone other than an authorized user revealed and agreed to in writing by WhiteFox.
Article 5. TERM OF AGREEMENT.
5.1 Term. Service is provided on a subscription basis and the AGREEMENT term shall be for the amount agreed to according to that subscription. Extending the subscription shall be optional on the Subscriber or the Subscriber side. The AGREEMENT term must be renewed thirty (30) days before the end of the Term to avoid service interruption.
5.2 Commencement and Termination. This AGREEMENT shall commence on the Effective Date and continue as long as the subscription is in effect, noting the survival of various provisions of the AGREEMENT as set forth herein on the attached Schedule A. Each subscription will automatically renew for annual periods unless either Party provides the other Party with at least thirty (30) days written notice of its intent not to renew or unless earlier terminated as set forth herein.
Article 6. PAYMENT.
6.1 Payment Due. Payment due upon commencement of service by whatever TERMS agreed upon by You and WhiteFox
6.2 Payment Forms/Penalty. Payment is accepted by wire transfer, check (Payable to WhiteFox Defense Technologies, Inc.), or credit card. Checks accepted include certified check drawn from a valid bank account, or cashier’s check.
6.3 International Wire Transfer Payment Information. Payment via international wire transfer will be accomplished via TERMS agreed upon between WhiteFox and Subscriber upon Your AGREEMENT to subscribe to Stratus.
Article 7. DEFINITIONS. The following TERMS are defined for the purpose of this AGREEMENT as follows:
d. “Service” means access to the Stratus Software and Data delivered by it.
e. "Software” means WhiteFox's software that compiles, analyzes, organizes and displays the Data collected by Stratus.
f. "Stratus” means the Software, the Service, the communications, the representations and the Documentation pertaining thereto.
g. “Subscription” means a purchase of the right to use Stratus and have access to its Data and/or a subscription license for that access and use for a subscription period.
h. “Support Services” means WhiteFox’s standard support and maintenance services provided to Subscriber for Stratus.
i. “WhiteFox Trademarks” means the WhiteFox trademarks, logos, service marks or trade names that WhiteFox provides to Subscriber.
Article 8. CONFIDENTIALITY, DATA AND FEEDBACK.
8.1 Confidentiality. “Confidential Information” means the documents, communications and information either party receives from the other, which includes its officers, directors, employees, agents, accountants, consultants or other professional advisors (collectively, “Representatives”) which constitutes or contains Confidential Information. “Confidential Information” means the the identity or any personal information, existence of Stratus, its resulting Data and also means any technical and non‑technical information related to WhiteFox’s business and current, future and proposed services of each of the Parties, including for example and without limitation, WhiteFox’s respective information concerning research, development, design details and specifications, financial information, procurement requirements, pricing, engineering and manufacturing information. This includes, but is not limited to, documents, Data, technical discussions, business plans, sales and marketing information and strategies, Subscriber lists and pricing policies, know-how, software, methodologies, processes, financial information, and any other information, ideas, trade secrets, intellectual property and, and/or related Data originated by, or peculiar to WhiteFox. Upon request by WhiteFox, all documents relating to the confidential information will be returned to WhiteFox.
8.2 Nondisclosure and Nonuse Obligations. The parties will not use any Confidential Information except to the extent necessary for the purpose of this Agreement. No Party to this Agreement will disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in these TERMS. Subscriberwill not use Stratus and its Data for any purpose, including legal and evidentiary purposes, in any court, legal, alternative dispute resolution and administrative proceedings, including international, federal, state and local matters pending and brought in any jurisdiction. This includes governmental, regulatory, administrative, investigatory, criminal and civil hearings, meetings and actions. Furthermore, Subscriber may not disclose the existence of any negotiations, discussions or consultations in progress between the Parties to any person, firm or business or to any form of public media without the prior written approval of WhiteFox.
8.3 Exclusions from Nondisclosure and Nonuse Obligations. This nondisclosure provision does not apply to the following:
8.4 Ownership of Confidential Information, Data and Other Materials. All Confidential Information is the property of the disclosing party and no license or other rights to Confidential Information is granted or implied except as provided herein. Stratus (including its Data, test data, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of Stratus and services, documentation, other components and content, and the design, selection, and arrangement of content) is exclusively the property of WhiteFox or, its successor and assigns, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade secrets, copyrighted materials, or any other intellectual property belonging to WhiteFox or any third-party is strictly prohibited and may be prosecuted to the fullest extent of the law. Stratus may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.
8.5 Data. WhiteFox shall not be responsible or liable for the accuracy, deletion, correction, destruction, damage, loss or failure to store any Data received through Stratus (“Subscriber Data"). WhiteFox may use the Subscriber Data: (a) as necessary to provide Stratus to Subscriber under this AGREEMENT; (b) as necessary to monitor and improve Stratus; and (c) in any other reasonable manner. WhiteFox will provide Data through Stratus that is confined to that collected through the WhiteFox infrastructure and equipment owned and in the custody of WhiteFox. The Data is limited to that infrastructure’s capabilities.
8.6 Return of Confidential Information. In any event of termination or expiration of this Agreement, each party will promptly return to the other party such party’s Confidential Information in its possession or control or destroy such Confidential Information and certify as to such destruction in writing.
8.7 Advertising and Releases. No news release or public announcement that references this Agreement or the other party shall be issued by the Parties without the prior written consent of WhiteFox.
Article 9. PROPRIETARY RIGHTS.
9.1 Ownership. The Intellectual Property Rights in the Stratus are and will remain the sole and exclusive property of WhiteFox and its suppliers, if any. WhiteFox’s sole ownership rights under this Section will include, but not be limited to (a) all copies of any Hardware, Firmware, the Software and the Documentation, in whole and in part and (b) all modifications to, and derivative works based upon, the WhiteFox products or any part thereof.
9.2 Subscriber Duties. Subscriber will use diligent efforts to protect WhiteFox’s Intellectual Property Rights in the Stratus and will report promptly to WhiteFox any infringement of such rights of which AGENT becomes aware.
Article 10. LIMITED LICENSES. License Grant. Subject to the TERMS and conditions of this AGREEMENT, WhiteFox hereby grants to Subscriber of which it informs WhiteFox, and Subscriber hereby accept, a nonexclusive, nontransferable, non-sublicensable, revocable, royalty free license to use the Service solely to operate and use as authorized hereunder. Subscriber agree that Stratus and any accompanying SOFTWARE to be used only in accordance with the TERMS and conditions of this AGREEMENT. Subscriber shall not remove any proprietary, copyright, trademark, trade secret, warning, safety or other legend from Stratus Software, displays, output and Data.
10.1 License for WhiteFox Software. This is a legal AGREEMENT between the Subscriber and WhiteFox for the WhiteFox software accompanying these TERMS which includes the computer software, and may include associated media, printed materials, “online” or electronic documentation (“SOFTWARE”). By use of the SYSTEM and associated SOFTWARE, Subscriber agrees to be bound by these TERMS. If Subscriber does not agree to these TERMS, Subscriber may not install or use the SYSTEM and SOFTWARE.
Article 11. TITLE Title to any WhiteFox products and its Stratus, and any copies in whole or in part thereof, and all rights therein, including all rights in patents, copyrights, trade secrets, and trademarks applicable thereto, are and shall remain in WhiteFox. Subscriber will not represent or assert any ownership interest in the WhiteFox products and Stratus and will act as WhiteFox’s bailee for any Hardware and Antenna(s).
Article 12. CERTAIN SUBSCRIBER OBLIGATIONS.
a. Subscriber must and will: (i) secure all licenses, registrations and certificates as required by applicable law prior to Subscriber’s initial use of Stratus, including, without limitation, applicable export and import licenses and other applicable licenses; (ii) use Stratus in accordance with the Documentation and all applicable laws and regulations; (iii) be liable and responsible for its personnel’s appropriate and legal use of Stratus as well as compliance with these TERMS.
b. Subscriber will promptly report to WhiteFox any suspected defects or safety problems in the Hardware, Antenna(s), Firmware, Service and Software, keep WhiteFox informed of any complaints by Subscriber relating to the Stratus, and cooperate with and assist WhiteFox in the implementation of any services performed by WhiteFox to correct Hardware, Antenna(s), Firmware, Service and Software defects or problem
c. Subscriber will observe and comply with all applicable laws and government regulations, and conduct business in an ethical manner, including without limitation, all anti-bribery and corruption laws such as the Foreign Corrupt Practices Act.
Article 13. TRAINING. WhiteFox shall provide reasonable technical, support and sales training for Stratus to Subscriber and Subscriber shall attend such training as mutually agreed upon in writing by the parties. Such training will be provided as otherwise agreed by the parties.
Article 14. TAXES. Subscriber agrees to pay all taxes of every description, federal, state, and municipal, that arise as a result of this sale, excluding income taxes.
Article 15. EFFECT OF TERMINATION. Termination of the AGREEMENT shall not prejudice WhiteFox's rights which shall have accrued to the date of such termination, nor its rights to recover any payment or any sum due, if any, at the time of such termination, nor shall it prejudice any cause of action or claims of WhiteFox accrued or to accrue on account of any breach by Subscriber including injunctive relief. Upon expiration or termination of this AGREEMENT for any reason, all licenses and rights to use Stratus shall terminate. Upon expiration or termination of this AGREEMENT, WhiteFox will terminate Subscriber’s access to Stratus.
Article 16. FEEDBACK. If Subscriber provide any feedback regarding Stratus (“Feedback"), Subscriber assign and agree to assign all rights in such Feedback to WhiteFox. WhiteFox is not obligated to use the Feedback but may use such Feedback in any manner in its sole discretion.
Article 17. INDEMNITY. Subscriber will defend WhiteFox from and against any claim brought by a third-party against WhiteFox arising out of Subscriber's breach of any of the TERMS of this AGREEMENT and the relationship with WhiteFox (“WhiteFox Claim"), and will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against WhiteFox by a court of competent jurisdiction or agreed to in a written settlement AGREEMENT signed by Subscriber arising out of such Claim. WhiteFox hereby disclaims all liability for action taken by You, the Subscriber, Your representatives and/or third parties based upon Data derived from Stratus. Damaging or interfering with any aviation craft, man and unmanned, including but not limited to drones, could result in civil, regulatory and criminal repercussions to You, the Subscriber, Your representatives and/or third parties. WhiteFox disclaims all liability and damages resulting from such conduct and You will hold harmless, defend, indemnify and pay all damages resulting from such actions.
Article 18. WARRANTY AND DISCLAIMERS.
18.1 No Warranties: You use Stratus at Your own risk. Stratus is sold on an “AS IS” basis and WhiteFox makes no warranties of any kind, including warranties of fitness for a particular use and of merchantability, of quality, availability, of compliance with any standards or user requirements, title, noninfringement, and any arising from a course of dealing or usage in trade, and/or of any other kind. WhiteFox makes no warranty in providing its Confidential Information and Data. In providing any Confidential Information and Data hereunder, WhiteFox makes no representation, either express or implied, as to its adequacy, accuracy, sufficiency or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such Confidential Information, nor shall Whitebox incur any responsibility or obligation whatsoever by reason of such Confidential Information, except as provided in these TERMS.
18.2 No Warranty and Limitation of Liability as to Stratus and Data Quality, etc. Stratus and its Data are provided “as is,” “as available,” and without warranty of any kind. WhiteFox does not warrant that any Data, information or material derived from Stratus and its accompanying service is accurate or reliable. WhiteFox does not warrant or guarantee the quality, completeness, timeliness or availability of Stratus, its service and the Data collected. WhiteFox does not warrant or guarantee that Stratus and Stratus Service and Data will be uninterrupted or error free, that any defects in Stratus will be corrected, or that Stratus or the servers and software that make stratus available are free of viruses or other harmful conditions or components.
18.3 No Warranty and Limitation of Liability as to Conduct of Others. WhiteFox does not warrant any representation made by YOU, Your representatives, , its partners, affiliates, sales representatives, distributors or third parties as to the accuracy of the Data accessed through Stratus and hereby disclaims any liability pertaining thereto.
18.4 Disclaimer. WHITEFOX DOES NOT GUARANTEE THAT ALL THREATS MAY BE DETECTED BY STRATUS OR THAT THE REPORTS OR INFORMATION FROM STRATUS WILL BE ACCURATE IN ALL RESPECTS. STRATUS IS NOT FAULT-TOLERANT AND STRATUS IS NOT DESIGNED OR INTENDED FOR YOU TO USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. WHITEFOX EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AS WELL AS ANY OTHER LIABILITY FOR HIGH RISK ACTIVITIES. THE SYSTEM WILL NOT DISCOVER DRONE ACTIVITY BY PRODUCTS NOT IN THE DETECTION LIBRARY OF THE WHITEFOX INFRASTRATRUCTURE. CONDITIONS AND OBSTACLES MAY HAMPER OR PREVENT THE DETECTION OF THE APPEARANCE AND PRESENCE OF DRONES AND AIRCRAFT AND PREVENT STRATUS FROM INDICATING THAT ACTIVITY.
18.5 Disclaimer of Actions Taken. Stratus hereby disclaims all liability for any action or inaction taken in reliance upon Stratus and/or its Data by Subscriber, its representatives and authorized users and assigns and by third parties. Subscriber assumes all liability for the use and implementation of the WhiteFox Stratus, software and system. WhiteFox and its representatives will have no liability arising from Subscribersand its representatives’ use of Stratus and any Data derived therefrom.
Article 19. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT OR LICENSEE'S USE OF STRATUS REGARDLESS AS TO WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF AGREEMENT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF WHTEFOX HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Article 20. ALLOCATION OF RISK. The sections on limitation of liability, warranties and disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.
Article 21. INSURANCE. Each party shall maintain its own insurance to adequately cover its obligations under this Agreement.
Article 22. GOVERNING LAW. The laws of the United States of America and the State of California govern all matters arising out of or relating to these TERMS without giving effect to any conflict of law principles. If a proceeding is commenced to resolve any dispute that arises between the Parties with respect to the matters covered by these TERMS, the prevailing Party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out‑of‑pocket costs, in addition to any other relief to which that prevailing Party may be entitled. Such action and claim will be brought in the State of California, Superior Court of San Luis Obispo County or the federal court of the Central District of California, as appropriate.
Article 23. COMPLIANCE WITH US EXPORT CONTROL LAWS AND REGULATIONS. WhiteFox technology may be subject to various protections, including those set forth by the Department of State and Commerce Department. Among other things, Subscriber and its representatives warrant that no technical Data or other defense articles delivered to it by the disclosing Party shall be exported from the United States without first complying with all the requirements of the International Traffic in Arms Regulations and the Export Administration Act, including the requirement for obtaining an export license, if applicable. The exportation of classified technical Data or other defense articles requires each Party to comply with the requirements of not only the International Traffic in Arms Regulations and the Export Administration Act, but also DOD 5220.22-M. Each Party shall first obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such technical Data or other defense articles.
Article 24. MAINTENANCE. For assistance, You can email WhiteFox at stratus-support@whitefoxdefense.com or through the “Help & Support” link on the website. WhiteFox will provide system repair services when needed and endeavor to complete any given Support Call as follows:
WhiteFox will provide all Support Services to Subscriber and its representatives.. WhiteFox shall provide reasonable assistance and support to Subscriber.
WhiteFox will provide Subscriber with bug fixes or other minor enhancements or improvements to Stratus made by WhiteFox. Subscriber acknowledges and agrees that WhiteFox may remotely access and update Stratus. Additional upgrades (i.e. modifications, additions or substitutions that result in a substantial change, improvement or addition to Stratus), if available, may be offered by WhiteFox at an additional charge. Subscriber acknowledges that these TERMS are subject to change and WhiteFox shall inform Subscriber of any such changes by means that WhiteFox deems appropriate. Changes to WhiteFox's Support policy shall take effect after the end of the then-current Term.
WhiteFox's Support Obligation: Does not extend to problems whose cause is not attributable to Stratus. This includes but is not limited to misuse, modification or disassembly of Stratus. WhiteFox shall not be responsible for any failures of Stratus caused in whole or in part by Subscriber's hardware or network.
Responsibilities of Subscriber. Subscriber shall provide WhiteFox with all assistance necessary for WhiteFox to provide Support to Subscriber. Such assistance shall include but not be limited to access to Subscriber's personnel responsible for Stratus, remote access to Stratus, and other such assistance as WhiteFox may reasonably request. Subscriber shall promptly initiate a Support Call in response to any problems encountered with Stratus and shall promptly implement procedures specified by White Fox to correct errors and malfunctions. Subscriber shall identify an individual in Subscriber's organization as having primary responsibility for Stratus and who will serve as WhiteFox's primary contact for service and maintenance purposes.
Article 25. NO EXPECTATION OF PRIVACY.
WhiteFox provides Stratus as part of its company business, and all information collected via Stratus, including electronic communications transmitted through Stratus, are exclusively owned by WhiteFox. Although WhiteFox does not share information with third-parties for marketing purposes, WhiteFox may use and disclose collected information for any purpose permitted by applicable laws, including without limitation: to operate Stratus, to communicate with You, to improve Stratus and WhiteFox services; to create aggregate data on Stratus users; to protect the integrity of Stratus and WhiteFox systems; and to cooperate with investigations. See Article 27 PRIVACY POLICY. Subscribers are encouraged to raise any questions or concerns regarding Stratus content or the possible misuse of Stratus to WhiteFox through the contact information in Articles 25 and 27.
Article 26. INFORMATION SECURITY. Because information security is a serious issue, WhiteFox reserves the right to implement appropriate information security procedures, processes, protocols, and safeguards to help protect information posted on or collected through Stratus. This may include, but is not limited to, restricting Stratus access; requiring dual authentication; requiring Subscriber to answer security questions as part of log-in procedures; blocking specific IP addresses; tracing usage by IP address; limiting the number of devices on which a Subscriber can be logged in at one time; tracking log-in and log-out activity; disabling access after failed log-in attempts; disabling cut-and-paste functionality and the ability to capture or print screen shorts or other content; restricting unloadable and downloadable content; and setting the duration of inactive time prior to automatic log-out. The storage and communication of information can never be completely secure, so we do not guarantee that communications or other information that You submit or that are otherwise provided to us will be secure.
Article 27. PRIVACY POLICY.
WhiteFox may collect or receive the types of information described below in connection with Your access to and use of Stratus (“Personal” or “Collected Information.”)
By accepting WhiteFox’s TERMS and Conditions, You agree that You have read and understand this Privacy Policy and that You consent to the collection and use of Personal and other information as discussed below. If You do not agree with this Privacy Policy, You cannot use Stratus.
This Privacy Policy is incorporated into and made a part of our TERMS and Conditions. WhiteFox may modify this Privacy Policy at any time. All changes will be effective immediately upon posting to the Website and, by accessing or using the Website after changes are posted, You agree to those changes. Your continued use of the Website or the Services after any such modification constitutes Your acceptance of the updated Privacy Policy. Material Changes will be conspicuously posted on the Website or otherwise communicated to You. If You have any questions or comments about this Privacy Policy, You may contact WhiteFox using the “Help & Support” link at the website, or at :
WhiteFox Defense Technologies, Inc.
833 Buckley Road
San Luis Obispo, CA 93401
(805) 250-9690
stratus-support@whitefoxdefense.com
Article 27.1. PERSONAL INFORMATION WE COLLECT FROM YOU. WhiteFox obtains information from and about You (”Personal Information”) that can be used to identify You, either alone or in combination with other information. All Personal Information shall be considered Confidential Information under the terms of this Agreement.
“Personal Information” is information that identifies You as an individual. The Personal Information we collect may include without limitation Your name, mailing address, telephone number, email address and financial information. If You provide Your mobile or other telephone number to us, You consent to receiving text messages from us at that telephone number as described below. We will use Your Personal Information as described in their Privacy Policy, including to process Your order/subscription, to communicate with You in connection with Your account, and to provide You with information and communications that You request or that we believe are relevant or may be of interest to You, subject to applicable laws and the TERMS of this Privacy Policy.
We collect Personal or “Collected” Information in a number of different ways through Your use of the Stratus, including:
Self-Reported Information. You will be required to provide Personal Information in order to use certain features of the Services. We will collect any Personal Information from or about You that You voluntarily submit to us through Your inputs to or interactions with the Services. For instance, You must provide Personal Information to WhiteFox: when You sign up for a WhiteFox Subscriber account; when You send WhiteFox email messages or call WhiteFox by telephone (in which event WhiteFox may retain the content of Your email or telephone messages, together with Your email address and WhiteFox’s response to You).
Account Information. To create a WhiteFox Subscriber account You will need to submit Your name, email address, address, zip code, and telephone number.
Location Information. To determine and set up the surveillance of the geospacer necessary to monitory drone activity pursuant to Your subscription use of Stratus, WhiteFox must collect information regarding the area to be monitored.
Article 27.2. WHITEFOX’S USE AND DISCLOSURE OF COLLECTED INFORMATION. In addition to the uses described above, WhiteFox uses and discloses Collected Information as described. WhiteFox does not use, sell, rent, or otherwise disclose Collected Information except as stated in this Privacy Policy or as permitted by applicable law.
27.2.a. Evaluation and Improvement of the Services. WhiteFox uses Collected Information to understand its Services’ demographics and content needs. We may use Collected Information to analyze, develop and improve Stratus, and services that we make available through the Services and the Services ‘ functionality; to inform marketing and communication plans and strategies; to evaluate user needs and customize Service, service update emails, and for other legitimate and lawful business purposes.
27.2.b. Purpose Collected. WhiteFox uses Your Personal Information and other Collected Information for the purposes for which it was collected, for example, to administer WhiteFox business activities; to improve Stratus service; to communicate with You in connection with Your WhiteFox Subscriber account or purchases; to improve and provide Subscriber service and make available offers, promotions, Stratus and services to You and other WhiteFox Subscribers and prospective Subscribers; and to provide You with information and communications that You request. Your location information will be used to understand where our users are located. If You contact us for support or assistance in using the Website, we may use collected Information to contact You regarding Your requests.
27.2.c. Communication with You. WhiteFox may use Collected Information about you to notify You about changes to the Services (for example, changes to this Privacy Policy or TERMS and Conditions) or changes or improvements to Stratus or WhiteFox’s business.
27.2.d. Sharing Collected Information with Our Service Providers. We may share Collected Information with our Website management and hosting suppliers, payment processors, email service suppliers, and other suppliers as necessary for us to provide the Website and our Stratus and services to You and as may otherwise be permitted by applicable law. Our suppliers are authorized to and may use and disclose Collected Information as necessary for them to provide the appliable services to us.
27.2.e. Business Transactions and the Protection of Rights. WhiteFox may use and disclose to third parties Collected Information:
(i) in connection with the sale, purchase, merger or reorganization of WhiteFox, in which case all information owned by or in the control of WhiteFox may be transferred or sole to the successor of the transaction and that successor will be bound by this Privacy Policy as it applies to that information;
(ii) to protect the rights, property or safety of WhiteFox or other persons, or to comply with a judicial proceeding, court order or legal process served on WhiteFox (including by disclosing Collected Information to law enforcement), in each case to the extent permitted by law; and
(iii) if we believe doing so is necessary to operate the Services or to protect our rights or the rights of others, including disclosing information necessary to identify, contact, or bring legal action in the event of a violation of our AGREEMENTs, TERMS or policies.
Article 27.3. CHILDREN’S PRIVACY. The Services are not directed at, nor are they intended for use by, anyone under the age of eighteen (18). WhiteFox does not knowingly collect or use information from children under eighteen (18) through the Services. Please contact us if You believe we have collected Personal Information about a child without consent from their parent or guardian so we can take action to prevent such access and to delete their Personal Information from our Services.
Article 27.4. ACCESS FROM OUTSIDE THE UNITED STATES. If You are visiting or using the Services from outside the United States, please be aware that Collected Information may be transferred to, stored in, and processed in the United States. The data protection and related laws and regulations of the United States might not be as comprehensive as those in the country from which You are accessing the Services.
Article 27.5. INFORMATION SECURITY STANDARDS. The security of Your personal information is important to WhiteFox. WhiteFox does not guarantee that loss, misuse, or alteration of Collected Information will not occur, but we have security measures in place to help protect against the loss, misuse, and alteration of information under our control, including encrypting certain personal information using Transport Layer Security (TLS) or other technology. If You have any questions about the security of Your personal information or the security of the Services, You can call WhiteFox at (805)250-9690 or send WhiteFox an email at stratus-support@whitefoxdefense.com. The storage and communication of information can never be completely secure, WhiteFox expressly disclaims any promise or representation, express or implied, as to the security of Collected Information. If You become aware of any breach of Services security or this Privacy Policy, please notify us immediately at stratus-support@whitefoxdefense.com or using our website’s “Help & Support” link. If our security system is breached, we will notify You of the breach only if and to the extent required under applicable law.
Article 27.6. Access to Personal and Collected Information. If You would like to review Your Personal Information as it exists in our records, please contact stratus-support@whitefoxdefense.com. If You need to make changes to, but not purge, Your Personal and Collected Information, You may do so by telephone at (805)250-9690, by email at stratus-support@whitefoxdefense.com or by mail at: WhiteFox Defense Technologies, Inc., 833 Buckley Road, San Luis Obispo, CA 93401. You hereby agree that WhiteFox may use and disclose any suggestions, ideas, concepts or information (other than Your Personal Information ) that You may provide to WhiteFox regarding this Privacy Policy, WhiteFox business or any other matter without obligation to You or any third-party.
Article 28. NOTICES. Any notice required or permitted by this AGREEMENT shall be in writing and delivered either in person, by any method of United States mail (postage prepaid) requiring return receipt, by overnight courier, or e-mail confirmed thereafter by any of the foregoing, to the Party notified at its addresses given below in Article 25 . Notice shall be deemed sufficiently given for all purposes upon the earlier of: (i) the date of actual receipt; (ii) if mailed, five (5) calendar days after the date of postmark; (iii) if delivered by overnight courier, the next business day the overnight courier regularly makes deliveries; or (iv) if by e-mail, the day on which a confirmation of receipt of such email is received from the recipient. The applicable addresses are as follows:
WhiteFox Defense Technologies, Inc.
833 Buckley Road
San Luis Obispo, CA 93401
stratus-support@whitefoxdefense.com
Article 29. CONTACT US. You may contact us at the address and email address in Article 25, above, or at the following telephone number: (805) 250-9690.
Article 30. INTERPRETATION; SURVIVAL. Subject to any other AGREEMENTS applicable to Your business with WhiteFox, these TERMS are the entire AGREEMENT between You and WhiteFox with respect to Your access to and use of Stratus. WhiteFox’s failure to enforce any provision in these TERMS will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these TERMS will be effective only if in writing and signed by WhiteFox. If any provision of these TERMS is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions, and the remaining provisions will remain in full force and effect. The headings in these TERMS are for convenience only and do not affect the interpretation of these TERMS. These TERMS inure to the benefit of WhiteFox’s successors and assigns.
Any provisions of these TERMS that are intended to survive termination (including any provisions regarding limitation of our liability or dispute resolution) will continue in effect beyond any termination of these TERMS or of Your access to or use of Stratus.
Article 31. DEFAULT.
31.1 Definition. The occurrence of any of the following shall constitute a material default under these TERMS:
a. Your failure to make a required payment when due;
b. The insolvency or bankruptcy of either Party;
c. The subjection of any of either Party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency;
d. Your failure to perform or adhere to any of the TERMS of this AGREEMENT.
31.2. Remedies on Default. In addition to any and all rights a Party may have available according to law, if a Party defaults by failing to substantially perform any provision, term or condition of this AGREEMENT (including without limitation the failure to make a monetary payment when due), the other Party may terminate the AGREEMENT by providing written notice to the defaulting Party. This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall of 30 days from the effective date of such notice to cure the default(s). Unless waived by a Party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this AGREEMENT.
Article 32. FORCE MAJEURE. If the performance of this AGREEMENT or any obligation under this AGREEMENT is prevented, restricted, or interfered with by causes beyond EITHER Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such an event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, pandemic, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
Article 33. NON-DISPARAGEMENT. Neither party shall disparage the other or any of its officers, directors or employees. For purposes of this Section, “disparage” shall mean any negative statement, whether written or oral, about a party and those described. The parties agree and acknowledges that this non-disparagement provision is a material term of this AGREEMENT signified by these TERMS.
Article 34. NO ASSIGNMENT. Subscriber will not assign or transfer any rights or delegate any performance under these TERMS without the prior written consent of WhiteFox. All assignments and delegations in violation of the foregoing are void.
Article 35. INJUNCTIVE RELIEF. A breach by Subscriber of these TERMS will cause irreparable and continuing damage to WhiteFox for which money damages are insufficient, and WhiteFox shall be entitled to injunctive relief and/or a decree for specific performance, and other relief as may be proper (including money damages if appropriate), without the need to post a bond.
Article 36. SEVERABILITY. If any provision of these TERMS is found to be unlawful or unenforceable, the remaining provisions of the TERMS shall continue to be effective.
Article 37. WAIVER; MODIFICATION. If Subscriber or WhiteFox waives any term, provision or a Party’s breach of these TERMS, such waiver shall not be effective unless it is in writing and signed by the Party against whom such waiver is asserted. No waiver by a Party or a breach of these TERMS by the other Party shall constitute a waiver of any other term or subsequent breach by such other Party. The failure of either Party to enforce any provision of these TERMS shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of these TERMS. These TERMS may be modified only if authorized representatives of both Parties’ consent in writing.
Article 38. ENTIRE AGREEMENT. These TERMS constitute the final and exclusive AGREEMENT and AGREEMENT between the Parties with respect to this AGREEMENT, the Stratus subscription and Data provided thereunder, and the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the treatment of this transaction, Stratus and Confidential Information.
(This AGREEMENT may be executed in duplicate with each Party signing one original and providing a facsimile or an electronic copy of such signed document to the other Party.)
IN WITNESS WHEREOF, the Parties have executed these TERMS, themselves or by their duly authorized representatives, as of the last date of authorized signature below (Effective Date).
Copyright © 2021 WhiteFox Defense Technologies, Inc. All rights reserved.
Schedule A
WhiteFox Defense Technologies, Inc. (WhiteFox) and Company/Subscriber (designated below) enter into this Master Service Agreement (Agreement) as of the Effective Date. The Agreement includes the Terms and Conditions, Statement of Work Exhibit A, B and C attached.
STATEMENT OF WORK EXHIBIT A
PROCESS & SUPPORT
In addition to the services outlined in Exhibit B: STRATUS Services, the Vendor will offer the following process documentation and support hours to
Process Documentation:
Onboarding & Training:
STATEMENT OF WORK EXHIBIT B
STRATUS SERVICES
Vendor will provide COMPANY access to the following data and feature types offered through STRATUS User Interface (web/mobile application):
Access to future UI developments and versions of Stratus at no additional cost.
STATEMENT OF WORK EXHIBIT C
PRICING
STRATUS services outlined in Exhibit B: STRATUS Services, will be purchased based on the following amounts per site, per month. Payment details are outlined in Article 6 of STRATUS Terms and Conditions.
