Terms of Service

These Global Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Strontus (together with its affiliates, successors, and assigns, "Strontus", "we", "us", or "our") and the entity or individual ("Customer", "User", or "you") accessing or using the platform, websites, APIs, software development kits (SDKs), autonomous agent runtimes, machine learning workflows, cloud environments, and related services offered at strontus.com and associated subdomains (collectively, the "Platform" or "Services").

By creating an account, accessing, browsing, interacting with an API, deploying an autonomous workflow, or otherwise utilizing any part of the Services, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with each provision of these Terms, you must not accept these Terms and may not access or use the Services.

1.1. Scope of Agreement

These Terms govern all access to, interactions with, subscriptions for, and use of the Platform and Services. These Terms apply globally to all enterprise, commercial, developer, educational, and individual users.

1.2. Contracting Entity & Contact Information

The core technology, intellectual property, infrastructure, and software services are provided by:Strontus

Registered Seat: Hamburg, Germany

Contact E-Mail: [email protected]

Official Website: https://strontus.com

1.3. Merchant of Record (MoR) Integration

Payments, billing, subscription management, invoicing, currency conversions, and global indirect tax compliance (including VAT, Sales Tax, and GST) may be processed on behalf of Strontus by an authorized Merchant of Record ("Merchant of Record" or "MoR"), including but not limited to Paddle or Stripe. Where an authorized Merchant of Record processes your transaction:

• (a) The Merchant of Record is the merchant and seller of record for billing, payment, and tax collection purposes, and your financial transaction is subject to the MoR’s applicable terms of sale and checkout disclosures; and
• (b) Access to, licensing of, and utilization of the Platform, underlying software, and AI Services remain directly licensed and governed by these Terms between you and Strontus.

1.4. Commercial & Professional User Presumption

The Platform and Services are specialized cloud computing, autonomous agent orchestration, and developer tools designed primarily for business, professional, enterprise, commercial, academic, and developer use ("B2B"). If you access or use the Services as a natural person acting outside your trade, business, craft, or profession ("Consumer"), mandatory consumer protection laws of your jurisdiction remain unaffected to the extent required by applicable law, subject to Section 15\.

1.5. Conflicting Terms

Any terms, conditions, purchase orders, standard purchasing terms, or policies provided by Customer that conflict with, amend, or supplement these Terms are hereby expressly rejected by Strontus and shall have no legal force or effect, regardless of whether Strontus executes orders or provides Services without explicit reservation.

2.1. Platform Capabilities

Strontus provides access to a modular, cloud-native autonomous computing and developer platform. Subject to the specific tier, subscription plan, or enterprise agreement selected, the Services include:

• Hosted agentic AI runtime engines, autonomous multi-agent orchestration frameworks, and task execution pipelines;
• Programmatic interfaces, including REST, GraphQL, WebSocket APIs, and software development kits (SDKs);
• Interactive development environments, prompt engineering tools, agent workspaces, code execution sandboxes, and documentation;
• Cloud storage, state persistence, configuration repositories, and telemetry analytics; and
• Integrated tool-use architectures, retrieval-augmented generation (RAG), and data transformation pipelines.

2.2. Probabilistic Nature of Artificial Intelligence (AI Disclaimers)

Customer acknowledges, understands, and expressly agrees that:

• (a) Non-Deterministic Outputs: Artificial intelligence, large language models, and agentic reasoning systems rely on probabilistic mathematical models. Outputs, responses, suggestions, generated code, synthetically produced data, summaries, and actions (collectively, "Outputs") are generated algorithmically and may be non-deterministic, incomplete, inaccurate, or unpredictable;
• (b) No Professional Advisory: Outputs do not constitute, and shall never be relied upon as, human legal, financial, tax, investment, engineering, accounting, or medical advice;
• (c) Human-in-the-Loop Requirement: Customer bears the sole and non-delegable responsibility to implement rigorous review, validation, human oversight, static code analysis, and testing ("Human-in-the-Loop") before executing, publishing, deploying, or incorporating any Output into production systems, commercial applications, or critical environments; and
• (d) Operational Risk Allocation: Customer assumes all operational, technical, legal, and financial risks arising from or relating to its reliance upon or deployment of Outputs generated through the Services.

2.3. Service Evolution & Modifications

Strontus continuously enhances, refines, and updates the Platform. Strontus reserves the right, in its sole discretion, to modify, update, deprecate, or replace features, APIs, interface designs, model checkpoints, or infrastructure components, provided that such modifications do not eliminate core material functionality agreed under an active paid enterprise subscription.

3.1. Account Creation

To access the Platform or utilize API credentials, Customer must register an account ("Account"). Customer agrees to provide true, accurate, current, and complete registration information and to promptly update such information via the account management portal.

3.2. Credential Confidentiality & API Key Security

Customer is strictly responsible for maintaining the confidentiality and security of all passwords, API keys, webhook signing secrets, session tokens, and multi-factor authentication credentials associated with its Account. Customer shall immediately notify Strontus at [email protected] upon discovering or suspecting any unauthorized access, compromise, or breach of Account credentials.

3.3. Responsibility for Account Activity & Telemetry Consumption

Customer is fully, solely, and unconditionally responsible and liable for all acts, omissions, agent executions, API requests, data transmissions, and token/compute resource consumption initiated through its Account credentials or API keys, whether authorized by Customer or resulting from unauthorized third-party compromise, negligence, or credential leak. Strontus expressly disclaims any liability for costs, unexpected credit depletion, overages, or damages resulting from compromised Customer credentials, except to the extent directly caused by Strontus’s proven gross negligence or intentional misconduct.

4.1. Limited License Grant

Subject to Customer’s continuous compliance with these Terms and timely payment of all applicable fees, Strontus grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable term to access and use the Platform and Services solely for Customer’s internal business, professional, or development purposes in accordance with the applicable documentation.

4.2. Use Restrictions

Customer shall not, and shall not permit or authorize any third party, employee, or agent to:

• (a) Access or use the Services for any unlawful, fraudulent, defamatory, deceptive, or malicious purpose;
• (b) Upload, generate, or transmit content that violates applicable criminal laws, infringes intellectual property or proprietary rights, discloses trade secrets without authorization, violates privacy rights, or contains malicious code, viruses, trojans, ransomware, or exploits;
• (c) Interfere with, disrupt, disable, overburden, or impair the integrity, security, or performance of the Platform, servers, networks, or connected hosting infrastructure (including through distributed denial-of-service (DDoS) attacks, unauthorized stress testing, or circumventing system rate limits, concurrency ceilings, or token quotas);
• (d) Decompile, disassemble, reverse engineer, extract, decrypt, or attempt to derive the source code, internal algorithms, weights, architectural configurations, or underlying schemas of the Platform, runtime engines, or proprietary software, except solely to the non-waivable extent permitted by mandatory statutory law;
• (e) Resell, sublicense, lease, rent, time-share, or provide hosted white-label access to the Services to any unauthorized third party without an express written enterprise partnership agreement with Strontus; or
• (f) Circumvent, disable, or tamper with any technological security measure, authentication gate, content filtering routine, or usage telemetry metering implemented by Strontus.

4.3. Strict Prohibition on Model Distillation, Training & Synthetic Benchmarking

Customer is strictly prohibited from utilizing the Platform, Services, APIs, documentation, agent workflows, or any generated Outputs—directly or indirectly, in whole or in part—to:

• (a) Train, pre-train, fine-tune, distill, optimize, align, benchmark, or validate any artificial intelligence model, machine learning algorithm, neural network, foundation model, large language model (LLM), or cognitive reasoning system;
• (b) Scrape, extract, aggregate, or compile synthetic datasets, preference datasets, prompt-completion pairs, or ground-truth evaluation benchmarks derived from the Services for machine learning development; or
• (c) Build, develop, market, or improve any product, service, or framework that competes directly or indirectly with Strontus or the Platform.

4.4. Export Control & Trade Sanctions Compliance

• (a) Applicable Sanctions Laws: The Platform, software, APIs, SDKs, and underlying technical data are subject to export control, trade sanction, and import laws and regulations of the United States (including the Export Administration Regulations (EAR) and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC)), the European Union, the United Kingdom, and other applicable global authorities.
• (b) Customer Representations: Customer represents, warrants, and covenants that:
• (i) It is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive international trade sanctions or embargoes (including Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• (ii) It is not identified on, owned or controlled by, or acting on behalf of any person or entity designated on any denied or restricted party list, including the OFAC Specially Designated Nationals (SDN) and Blocked Persons List, Foreign Sanctions Evaders List, the U.S. Department of Commerce Entity List or Denied Persons List, or the EU Consolidated Financial Sanctions List; and
• (iii) It will not use, transfer, export, or re-export the Services, APIs, or Outputs for any end-use prohibited under applicable export regulations, including the design, development, production, stockpiling, or operation of nuclear, chemical, biological weapons, missile delivery systems, or unauthorized foreign military end-uses.
• (c) Immediate Suspension & Termination: Any violation of this Section 4.4 constitutes a material, non-curable breach of this Agreement, entitling Strontus to immediately suspend or terminate Customer’s access without prior notice, liability, or refund.

5.1. Strontus Intellectual Property

As between the parties, Strontus and its licensors retain all right, title, and interest (including all patents, copyrights, trade secrets, trademarks, know-how, and other proprietary or moral rights) in and to the Platform, runtime engines, microkernels, APIs, software, architecture, algorithms, interface designs, brand assets, and documentation (collectively, "Strontus IP"). Except for the limited operational license expressly set forth in Section 4.1, no rights, titles, licenses, or immunities are granted to Customer, whether by implication, estoppel, or otherwise.

5.2. Customer Inputs & Data Ownership

Customer retains all right, title, and interest in and to all proprietary source code, prompts, configurations, datasets, texts, and materials submitted or transmitted into the Services by Customer or on Customer's behalf ("Inputs"). Customer grants Strontus a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, and execute Inputs solely as technically required to provide, maintain, support, and secure the Services for Customer.

5.3. Generated Outputs

To the maximum extent permitted by applicable law, Strontus assigns to Customer all of Strontus’s right, title, and interest (if any) in and to the Outputs generated specifically for Customer by the Services from Customer’s Inputs. Customer acknowledges that due to the probabilistic nature of machine learning, Outputs generated for other users may be identical or similar to Outputs generated for Customer, and rights in Outputs do not extend to Outputs independently generated for third parties.

5.4. No Training on Proprietary Enterprise Data

Strontus does not utilize Customer’s confidential Inputs, private source code, or proprietary Customer data to train, fine-tune, or improve public foundational machine learning models without Customer’s explicit, affirmative written opt-in consent.

5.5. System Telemetry & Operational Analytics

Strontus may generate, collect, and process anonymized, aggregated, and de-identified operational metrics, resource utilization figures, latency statistics, execution timestamps, error logs, and telemetry data derived from the operation of the Platform ("Telemetry"). Strontus owns all right, title, and interest in Telemetry and may use Telemetry for capacity planning, billing reconciliation, system security, performance optimization, and operational integrity.

5.6. Feedback License

If Customer or its representatives submit suggestions, enhancement requests, technical feedback, bug reports, or architectural ideas regarding the Services ("Feedback"), Customer grants Strontus an irrevocable, perpetual, worldwide, fully paid-up, royalty-free, transferable, sublicensable right to freely use, commercialize, incorporate, modify, and exploit such Feedback in any manner without restriction, attribution, or compensation.

6.1. Availability Objective

Strontus endeavors to maintain a monthly Platform service availability target of 99.5% during normal operational cycles.

6.2. Maintenance & Exclusions

Platform availability calculations exclude downtime or performance degradations caused by:

• (a) Regularly scheduled, announced maintenance windows;
• (b) Urgent security, emergency, or zero-day vulnerability mitigations;
• (c) Force majeure events, natural disasters, epidemics, civil unrest, war, terrorism, or widespread internet, cloud infrastructure, or telecommunications outages beyond Strontus’s reasonable control;
• (d) Malicious external attacks, distributed denial-of-service (DDoS) incidents, or criminal cyber incidents targeting Customer or the Platform; or
• (e) Customer’s systems, third-party software, local network connectivity, or improper configurations.

6.3. Outage & Performance Delivery Sole Remedy

In the event of a technical service interruption, unscheduled downtime, execution failure, or incomplete agent task delivery, Customer’s sole, exclusive, and exhaustive remedy—and Strontus’s entire liability—shall be, at Strontus’s reasonable discretion, either:

• (a) Re-executing the affected workflow or agent task at no additional charge; or
• (b) Issuing a service credit or refund corresponding strictly to the compute tokens or pro-rata subscription fees directly consumed by the verified failed execution.

All other claims for consequential damages, economic loss, or contractual price reductions are expressly disclaimed in accordance with Section 10\.

7.1. Pricing & Tariffs

Access to paid subscription plans, dedicated enterprise instances, compute quotas, and usage-based API tokens is provided at the rates, tiers, and pricing schedules published on the Platform or specified in an executed enterprise order form. All fees are quoted in U.S. Dollars or Euros, as indicated during checkout.

7.2. Taxes

Unless expressly stated otherwise, all quoted fees are exclusive of applicable taxes. Customer is solely responsible for all sales, use, value-added (VAT), goods and services (GST), withholding, and other governmental duties or levies arising from this Agreement, excluding taxes based on Strontus’s net income. If a Merchant of Record processes your transaction, applicable indirect taxes will be calculated and collected at checkout.

7.3. Billing Schedules & Payment Processing

Subscription fees are billed in advance on a recurring monthly or annual basis. Usage-based fees (such as API tokens, inference units, and compute hours) are billed in arrears or deducted from pre-purchased credit balances upon consumption. Customer authorizes Strontus (or its authorized Merchant of Record) to charge Customer’s designated payment method for all incurred fees on the scheduled billing dates.

7.4. Metering Systems & Telemetry Records

The measurement, recording, and billing of usage-based consumption (including token volumes, compute units, memory allocation, and API call volumes) are determined exclusively by Strontus’s internal telemetry systems and metering logs.

7.5. Dispute Resolution Period for Invoices

Any dispute, inquiry, or objection regarding the accuracy of an invoice, charge, billing amount, or recorded usage metric (token count) must be submitted by Customer in writing with comprehensive supporting evidence to [email protected] within an absolute exclusion period of thirty (30) calendar days following the invoice date or charge date ("Dispute Resolution Period"). If Customer fails to submit a written, substantiated dispute within the Dispute Resolution Period, the billing statements, charges, and telemetry counts shall be deemed conclusively approved, accurate, and irrevocably accepted by Customer.

7.6. Paid Invoices, Adjustments & Refunds

Settlement of an invoice or successful collection of the invoice amount (including charges processed via a Merchant of Record) constitutes preliminary acceptance of the billed amounts and services, subject to the User's right to dispute charges within the Dispute Resolution Period set forth in Section 7.5. Upon the expiration of the Dispute Resolution Period without a timely, substantiated objection, or where no calculation or telemetry error has occurred, all paid amounts become conclusively approved, final, and non-refundable (subject only to mandatory statutory consumer protection laws). In the event the User timely disputes an invoice and Strontus verifies a genuine telemetry or calculation error, Strontus will, in its reasonable discretion, issue a service credit or prompt refund for the overbilled portion; outside of verified calculation errors or mandatory statutory rights, Strontus retains sole discretion over any goodwill credits or adjustments.

7.7. Backup Payment Methods & Chargeback Sanctions

If billing against Customer’s primary payment method fails, Strontus (and its Merchant of Record) reserves the right to charge any secondary or backup payment method registered to the Account. Initiating an unfounded, bad-faith, or fraudulent chargeback or payment reversal constitutes a material breach of this Agreement, entitling Strontus to immediately suspend Account access, assess administrative and banking recovery fees, and terminate the Agreement for cause.

7.8. Late Payments & Collections

Any undisputed invoice amounts not paid when due shall accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, calculated daily from the due date until paid in full. Customer shall reimburse Strontus for all reasonable attorneys' fees, collection agency costs, and legal expenses incurred in collecting overdue balances.

8.1. Commercial SaaS Orientation

The Services are marketed, structured, and priced as professional B2B software-as-a-service.

8.2. Consumer Statutory Rights

If and to the extent Customer qualifies as a Consumer under the mandatory laws of Customer’s jurisdiction:

• (a) Nothing in these Terms shall limit or exclude any statutory consumer protection rights that cannot be lawfully waived, restricted, or limited by contract under applicable law; and
• (b) Where purchases are processed via an authorized Merchant of Record (e.g., Paddle or Stripe), statutory rights of withdrawal, cancellation windows, and mandatory refund processes are administered directly by the Merchant of Record in accordance with its checkout terms and applicable local consumer regulations.

9.1. "AS IS" and "AS AVAILABLE" Provision

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, DOCUMENTATION, RUNTIME WORKFLOWS, SOFTWARE, SDKS, APIS, AND ALL GENERATED OUTPUTS ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, DEFECTS, AND ERRORS.

9.2. Disclaimer of All Implied and Statutory Warranties

STRONTUS, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND MERCHANT OF RECORD PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STRONTUS SPECIFICALLY DISCLAIMS:

• (a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT;
• (b) ANY WARRANTY THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, TIMELY, SECURE, BUG-FREE, CORRUPT-FREE, VIRUS-FREE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS;
• (c) ANY WARRANTY CONCERNING THE ACCURACY, COMPLETENESS, SUITABILITY, LEGALITY, VALIDITY, OR RELIABILITY OF ANY AI-GENERATED OUTPUTS, CODE SNIPPETS, ANALYTICS, OR RECOMMENDATIONS; AND
• (d) ANY WARRANTY THAT THE SERVICES WILL INTEROPERATE OR FUNCTION SEAMLESSLY WITH CUSTOMER’S HARDWARE, SOFTWARE, OR INFRASTRUCTURE.

10.1. Exclusion of Indirect and Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRONTUS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR RESELLERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY LEGAL THEORY—WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, BREACH OF STATUTORY DUTY, OR OTHERWISE—FOR:

• (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES;
• (b) ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, OR COMMERCIAL OPPORTUNITY;
• (c) ANY LOSS, CORRUPTION, DESTRUCTION, EXFILTRATION, OR ALTERATION OF DATA, PROMPTS, CODE, OR DATABASE RECORDS; OR
• (d) ANY SYSTEM DOWNTIME, WORK STOPPAGE, OR COSTS OF PROCURING SUBSTITUTE SERVICES OR ASSETS;

REGARDLESS OF WHETHER STRONTUS HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

10.2. Aggregate Monetary Liability Ceiling

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, AGGREGATE, AND CUMULATIVE LIABILITY OF STRONTUS AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE PLATFORM, OR GENERATED OUTPUTS SHALL BE STRICTLY LIMITED TO THE GREATER OF:

• (a) THE TOTAL AGGREGATE AMOUNTS ACTUALLY PAID BY CUSTOMER TO STRONTUS (OR ITS AUTHORIZED MERCHANT OF RECORD) UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OR CIRCUMSTANCE GIVING RISE TO LIABILITY; OR
• (b) ONE HUNDRED UNITED STATES DOLLARS (USD \$100.00) (OR ONE HUNDRED EUROS (EUR €100.00)) IN THE EVENT CUSTOMER ACCESSES THE SERVICES UNDER A FREE, BETA, OR TRIAL PLAN.

10.3. Essential Basis of the Bargain

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9 AND 10 CONSTITUTE AN INDISPENSABLE ALLOCATION OF RISK AND FORM THE FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH STRONTUS WOULD NOT PROVIDE THE SERVICES OR ENTER INTO THIS AGREEMENT.

10.4. Statutory Carve-Outs

The limitations and exclusions set forth in this Section 10 do not apply to liability resulting from Strontus’s proven intentional misconduct, fraud, gross negligence, death or bodily injury caused by Strontus’s negligence, or any other liability that cannot be excluded or limited under mandatory applicable law.

11.1. Data Protection & Privacy Compliance

Each party shall comply with its respective obligations under applicable data protection and privacy legislation, including the EU General Data Protection Regulation (Regulation (EU) 2016/679 \- GDPR), the UK GDPR, and the California Consumer Privacy Act (CCPA/CPRA), as applicable. For details regarding how Strontus collects and processes personal information, please consult our Privacy Policy at https://strontus.com/privacy.

11.2. Data Processing Agreement (DPA)

To the extent Strontus processes personal data on Customer’s behalf in the capacity of a data processor (or service provider), the parties agree to be bound by the Strontus Data Processing Agreement ("DPA"), which is incorporated into these Terms by this reference and available upon request or via the customer management portal.

11.3. Confidential Information

Each party ("Receiving Party") agrees that all information disclosed by the other party ("Disclosing Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, constitutes "Confidential Information". The Receiving Party shall hold the Disclosing Party’s Confidential Information in strict confidence, use it solely to perform its obligations or exercise its rights under these Terms, and not disclose it to third parties without prior written consent, except to its professional advisors and personnel who need to know and are bound by confidentiality terms no less protective than those herein.

12.1. Term

This Agreement commences on the date Customer first registers an Account or accesses the Services and remains in full force and effect until terminated in accordance with this Section 12\.

12.2. Subscription Renewals & Cancellation

Paid subscriptions automatically renew for successive renewal terms equal to the initial subscription period (e.g., monthly or annual) unless cancelled by Customer:

• (a) At least fourteen (14) calendar days prior to the expiration of the current monthly billing cycle; or
• (b) At least thirty (30) calendar days prior to the expiration of the current annual billing cycle;

via the online account management dashboard or by written notice to [email protected].

12.3. No Prorated Refunds & Quota Expiration

Subscription cancellations take effect at the conclusion of the then-current billing cycle. Customer shall not be entitled to any mid-cycle or prorated refunds for prepaid subscription fees. Monthly or periodic inclusive token quotas and compute allowances expire at the end of each respective billing cycle and do not roll over or convert into cash or credits.

12.4. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• (a) Commits a material breach of this Agreement that remains uncured thirty (30) calendar days after receipt of written notice specifying the breach; or
• (b) Becomes insolvent, files a petition in bankruptcy, is subject to involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors.

12.5. Suspension by Strontus

Strontus reserves the right, without prior liability, to immediately suspend or restrict Customer’s access to the Platform, APIs, or Account if:

• (a) Customer is more than fourteen (14) days delinquent in paying any undisputed fees;
• (b) Customer violates the Acceptable Use Policy (Section 4);
• (c) Strontus reasonably suspects security compromise, unauthorized API access, or automated attacks; or
• (d) Required to comply with legal process, government subpoena, or export regulatory mandates.

13.1. Revisions

Strontus reserves the right to modify, amend, or update these Terms periodically to reflect changes in our Services, infrastructure, regulatory standards (including the EU AI Act), or economic conditions.

13.2. Notice of Material Changes

Strontus will provide at least thirty (30) calendar days' prior written notice of material adverse amendments via email to the registered Account owner or via prominent in-app notification.

13.3. Acceptance & Opt-Out

Continued use of the Services following the effective date of modified Terms constitutes Customer’s binding acceptance of the updated Terms. If Customer objects to the revised Terms, Customer’s sole remedy is to discontinue using the Services and terminate its Account prior to the effective date.

14.1. Mandatory Informal Negotiation

Prior to initiating any formal legal or arbitration proceeding, the parties agree to make good-faith efforts to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, its breach, or the Services ("Dispute") through informal executive discussions. The initiating party shall deliver a detailed written notice to [email protected] (if sent to Strontus) or Customer’s registered email address. The parties shall negotiate in good faith for a period of thirty (30) calendar days following receipt of the notice.

14.2. Mandatory Binding Arbitration

If a Dispute cannot be resolved through informal negotiations within thirty (30) calendar days, the Dispute shall be referred to and finally resolved by confidential, binding commercial arbitration.

• (a) Arbitration Institution & Rules: The arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce (ICC) (or, for U.S.-domiciled enterprise agreements where explicitly agreed, the Commercial Arbitration Rules of the American Arbitration Association (AAA)) by one (1) independent arbitrator appointed in accordance with said Rules;
• (b) Seat and Venue: The legal seat and place of arbitration shall be Hamburg, Germany, unless the parties mutually agree in writing to a different neutral forum;
• (c) Language: The language of the arbitration shall be English; and
• (d) Enforceability: The award rendered by the arbitrator shall be final, binding, and non-appealable, and judgment upon the arbitral award may be entered and enforced in any court of competent jurisdiction worldwide pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

14.3. Class Action & Representative Proceeding Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO COMMENCE, JOIN, PARTICIPATE IN, OR ACT AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST STRONTUS.

14.4. Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

14.5. Injunctive & Equitable Relief

Notwithstanding anything to the contrary in this Section 14, either party may seek immediate preliminary injunctive, equitable, or emergency relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or system integrity without posting a bond or proving actual economic damages.

15.1. Governing Law

This Agreement and any Disputes arising out of or related to it shall be governed by, and construed in accordance with, the substantive laws of Germany, without regard to conflict of law principles or rules that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

15.2. Entire Agreement & Order of Precedence

These Terms, together with any executed enterprise order forms, the DPA, and the Privacy Policy, constitute the complete, exclusive, and final understanding and agreement between Customer and Strontus regarding the Services, superseding all prior oral or written agreements, negotiations, and representations. In the event of a conflict between these Terms and an executed enterprise order form, the terms of the executed enterprise order form shall control strictly for that transaction.

15.3. Severability & Reformation

If any provision of these Terms is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable while achieving the parties' commercial intent, and the validity and enforceability of the remaining provisions shall remain fully unaffected.

15.4. No Waiver

No failure, delay, or course of dealing by Strontus in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or remedy.

15.5. Assignment

Customer may not assign, transfer, delegate, or sub-license this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Strontus’s prior written consent. Strontus may freely assign, transfer, or delegate this Agreement, in whole or in part, without Customer's consent, in connection with a corporate reorganization, merger, acquisition, sale of assets, or to an affiliate.

15.6. Force Majeure

Strontus shall not be liable or responsible to Customer, nor deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Strontus’s reasonable control, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, hostilities, terrorist threats or acts, riot, civil unrest, national emergency, epidemic, pandemic, power outages, labor disputes, lockouts, or supplier/cloud provider delays.

15.7. Electronic Notices & Governing Language

• (a) All notices, demands, and communications to Strontus under this Agreement must be delivered in writing via electronic mail to [email protected].
• (b) This Agreement is executed and governed exclusively in the English language. Any translations into other languages are provided solely for informational convenience and have no binding legal effect; the English version shall exclusively govern in all circumstances.

End of Global Terms of Service — Strontus (Version 1.0 Global)