These Terms and Conditions (the “Terms”), together with the Privacy Policy, the Acceptable Use Policy, any applicable Data Processing Agreement (“DPA”), any Master Services Agreement (“MSA”), Order Form(s), Statement(s) of Work (“SOW”), and any additional terms and conditions referenced herein or available on the Website (together with the Terms, the “Agreement”), govern your relationship with Strike and the use of our Always-on Platform and Services. Please read them carefully.

By using our Always-on Platform, you are entering into a binding agreement with Strike and confirm that you have read, understood, and accepted the Agreement. Strike reserves the right to modify the Agreement from time to time as indicated in Section 19.6.

We reserve our right to update or change our Always-on Platform or Services from time to time, providing you with reasonable prior notice in the event of material changes.

ANY PERSON WHO DOES NOT ACCEPT THE AGREEMENT OR WHO DOES NOT MEET THE REQUIREMENTS INDICATED IN SECTION 2 MUST REFRAIN FROM ACCESSING THE PLATFORM AND/OR USING THE SERVICES.

If you have any questions regarding these Terms, please contact us at legal@strike.sh.

1. DEFINITIONS

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means direct or indirect ownership of more than 50% of the voting interests.

“AI Agents” means Strike’s proprietary artificial intelligence systems that perform automated security testing functions within the Always-on Platform, including scanning, attack emulation, vulnerability detection, severity assessment, prioritization, and remediation recommendations.

“Client Content” means any data, content, files, documents, configurations, credentials, code, or other material uploaded, submitted, or made available by you or an End User through the Always-on Platform in connection with the Services, including asset information, testing parameters, and remediation data. Client Content includes all End Users’ data.

“Client(s), you, your” means an individual or legal entity who accesses the Always-on Platform or engages the Services.

“Always-on Platform” means Strike’s AI-powered, Always-on Platform with hybrid validation, including Continuous Hybrid Validation capabilities, AI Agents, integrations, APIs, and related services.

“DPA” means the Data Processing Agreement between Strike and Client governing the processing of personal data contained within Client Content.

“Effective Date” means the date on which the Subscription Term begins as specified in each Order Form.

“End User” means an individual authorized by the Client to access and use the Always-on Platform on the Client’s behalf.

“Hybrid Testing” means security testing that combines AI Agent automated analysis with human Striker validation, verification, and expert assessment.

“Initial Term” means the initial term of a Subscription that starts on the Service Effective Date, as specified in the Order Form.

“Manual Pentesting Project” means a discrete, human-led penetration testing engagement performed by Strikers on specific assets, scoped and priced separately from the Always-on Platform subscription.

“Order Form” means the ordering document(s) executed by the parties specifying the Services, scope, pricing, and Subscription Term.

“Statement of Work” or “SOW” means a statement of work, services schedule, work order, or similar document executed by the parties that describes specific Services, scope, deliverables, timelines, fees, assumptions, exclusions, or other service-specific terms.

“Platform” means Strike’s website at https://strike.sh, the Always-on Platform application, and all related tools and interfaces.

“Platform Services” means the AI-driven components of the Always-on Platform, including automated scanning, attack emulation, vulnerability detection, asset discovery, security posture scoring, and remediation guidance, which are designed to operate on an automated and recurring basis.

“Red Teaming Project” means a discrete adversarial simulation engagement designed to test detection and response capabilities through realistic attack scenarios.

“Renewal Term” means the renewal term for a Subscription commencing after the Initial Term or a prior Renewal Term.

“Security Data” means technical security information generated through the Platform’s operation, including vulnerability findings, scan results, attack emulation outputs, severity assessments, remediation status, and security posture metrics.

“Service(s)” means all products and services provided by Strike through the Platform, including Platform Services, Hybrid Testing, Manual Pentesting Projects, Red Teaming Projects, and any add-on services specified in an Order Form.

“Service Effective Date” means the date that an Initial Term or Renewal Term begins.

“Service Specifications” means the scope, parameters, and configurations for the Services as specified in the Order Form and configured on the Platform.

“Strike, we, us, our” means Strike Security LLC, a corporation organized under the laws of Delaware, USA, with address at 848 Brickell Avenue, Suite 600, Miami, FL 33131, and any of Strike’s Affiliates.

“Striker(s)” means independent security researchers and ethical hackers who perform human-led security testing, validation, and expert analysis through the Platform.

“Subscription Term” means the term for Client’s access to the Platform and Services as identified in an Order Form.

“Telemetry Data” means technical performance and operational data automatically collected from the Platform, including system metrics, feature usage patterns, error logs, and performance indicators, which does not include Client Content or Security Data.

“Testing Credentials” means any access credentials, API keys, tokens, certificates, or authentication materials provided by the Client to enable security testing of Client’s assets.

“Usage Data” means Strike’s technical logs, telemetry, and data about your use of the Platform and Services, including Telemetry Data.

2. CAPACITY

2.1. General

The Platform and Services may only be used by individuals and legal entities with legal capacity. If you register a legal entity, you represent and warrant that you are fully authorized to act on behalf of such entity.

To engage the Services, you must be legally authorized (by ownership right, license, employment agreement, or equivalent) to request testing of the assets included in the Service Specifications. By listing assets, you represent and warrant that you have such authorization.

2.2. End Users

You may permit End Users to use the Services on your behalf, subject to the limitations in your Order Form. You are responsible for provisioning and managing End User accounts, for your End Users’ compliance with the Agreement, and for any misuse of the Platform by End Users. End Users must keep their credentials confidential, and you must notify Strike promptly of any unauthorized access.

2.3. Affiliates

Your Affiliates may serve as End Users under this Agreement. Alternatively, your Affiliates may enter into their own Order Forms, creating a separate agreement incorporating these Terms. You shall be jointly and severally liable for your Affiliates’ use or misuse of the Platform or Services.

3. THE PLATFORM AND SERVICES

Subject to this Agreement and your Order Form, you will have access to the Platform and the Services during each Subscription Term. Strike’s Services are organized as follows:

3.1. Always-on Platform (Core solution)

The Always-on Platform provides continuous, hybrid security testing of your assets, including:

• Automated Scanning and Attack Emulation: AI Agents continuously probe your assets to identify vulnerabilities, misconfigurations, and security exposures.
• Vulnerability Detection and Prioritization: Automated identification and risk-based prioritization of findings based on severity, exploitability, and business context.
• Asset Discovery and Monitoring: Continuous discovery and monitoring of your external attack surface.
• Remediation Guidance: AI-generated recommendations for addressing identified vulnerabilities.
• Security Posture Assessment: Ongoing scoring and trending of your security posture over time.

3.2. Hybrid Testing

Where included in your Order Form, Hybrid Testing augments the Always-on Platform with human Striker validation. Strikers review AI-generated findings, perform manual verification, conduct deeper exploratory testing, and provide expert analysis. Hybrid Testing combines the breadth and continuity of AI with the depth and creativity of human expertise.

3.3. Manual Pentesting Projects

Discrete, human-led penetration testing engagements focused on specific assets, applications, or features. Manual Pentesting Projects are scoped and priced separately in the applicable Order Form and are subject to the project-specific parameters defined therein.

3.4. Red Teaming Projects

Adversarial simulation exercises designed to test your organization’s detection and response capabilities through realistic attack scenarios. Red Teaming Projects are scoped and priced separately.

3.5. Scope and Flexibility

The scope of the Services, including the assets covered, testing frequency, depth, and service tiers, is defined in each Order Form. You may adjust the scope during the Subscription Term subject to mutual agreement with Strike and any applicable pricing adjustments.

3.6. Integrations

The Platform supports integrations with third-party services (e.g., Jira, Slack, CI/CD tools). You acknowledge that these third-party services are governed by their own terms and conditions and privacy policies. You are responsible for reviewing and complying with such third-party terms. Strike shall not be liable for any malfunction, data loss, or breach arising from third-party integrations.

3.7. Vulnerability Reports

Strike will provide vulnerability reports through the Platform containing: description and proof of concept for each finding, severity and risk assessment, recommended remediation steps, and verification status. The format, detail level, and delivery method may vary based on your Order Form.

3.8. Advisory Services

You will have access to Strike’s expert team for: scoping and configuring Services, interpreting findings and prioritizing remediation, and ongoing support meetings as specified in your Order Form.

3.9. API Access

Subject to Strike’s API terms and usage policies, you may access the Platform through the Strike API for programmatic integration with your security workflows.

3.10. Language

Services are provided in English, Spanish or Portuguese.

4. IMPORTANT DISCLAIMERS ABOUT THE SERVICES

4.1. Nature of Security Testing

You acknowledge and understand that:

• Security testing, whether AI-driven or human-led, is inherently limited. No testing methodology can guarantee the identification of all vulnerabilities, threats, or security exposures.
• The Platform and Services provide point-in-time and periodic assessments. While the Always-on Platform operates on a continuous basis, results reflect the state of your assets at the time of testing and may not capture vulnerabilities introduced between testing cycles.
• The terms “continuous,” “always-on,” or similar descriptions refer to the recurring and automated nature of the Platform’s testing cycles. They do not represent a guarantee of uninterrupted, real-time, or exhaustive coverage of all assets at all times.
• AI-generated findings and recommendations are informational and advisory. You retain full discretion and responsibility over which findings to act upon and how to implement remediation.

4.2. Testing Risk

Security testing may interact with your live systems and assets. You acknowledge that the Services may, in some cases, cause temporary disruption, performance degradation, or unintended effects on your assets. You are responsible for: maintaining adequate backups; having appropriate insurance; ensuring testing windows and configurations are properly defined; and notifying Strike of any critical systems, environments, or time windows requiring special handling.

4.3. No Guarantee of Security

Strike does not guarantee that your assets are or will be free from vulnerabilities, that all threats will be detected, or that following remediation recommendations will prevent security incidents. The Services are a component of your overall security program and are not a substitute for comprehensive security measures.

5. ACCESS AND PERMITTED USE

5.1. License Grant

Subject to payment of applicable Fees and your compliance with the Agreement, Strike grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, as specified in the Order Form.

5.2. Permitted Use

You shall only use the Platform and Services in accordance with the Agreement, your Order Form, the Acceptable Use Policy, and applicable law.

5.3. Prohibited Use

You may not: use the Platform to test assets you are not authorized to test; modify, reverse engineer, decompile, or create derivative works of the Platform; use the Platform to build a competitive product or benchmark against competitors; interfere with the Platform’s operation or other users’ access; share access with competitors of Strike; or use the Platform for any purpose not permitted by the Agreement.

6. ACCOUNT

To use the Platform, you must create an Account by providing accurate registration information. The Account is unique and non-transferable. Shared Accounts are prohibited. You are responsible for: the accuracy and currency of your Account information; all activity under your Account; maintaining the confidentiality of your credentials; and promptly notifying Strike of any unauthorized access.

Strike reserves the right to suspend or terminate Accounts that violate the Agreement, provide false information, or pose a security risk.

7. CLIENT CONTENT, USAGE DATA, AND SECURITY DATA

7.1. Client Content

You retain all rights, title, and interest in your Client Content.

You grant Strike a limited, non-exclusive, worldwide license to use, reproduce, and process your Client Content solely for the purposes of providing, securing, maintaining, and supporting the Services for you in accordance with the Agreement and the DPA. This license terminates upon the termination of the Agreement and deletion of Client Content in accordance with Section 13.

You represent and warrant that: you have the right to provide Client Content to Strike; the Client Content does not violate applicable law or third-party rights; and you are responsible for the accuracy and completeness of Client Content, including Service Specifications.

7.2. Testing Credentials

Testing Credentials are treated as a subset of Client Content with enhanced handling requirements. Strike stores Testing Credentials using dedicated secrets management infrastructure with strict access controls. Testing Credentials are deleted or disabled promptly after they are no longer needed for the applicable testing engagement, and in any event upon termination of the Agreement, unless a different retention period is agreed in the Order Form.

7.3. Usage Data and Telemetry Data

Strike collects Usage Data, including Telemetry Data, and uses it to operate, improve, and support the Platform and Services and for other lawful business purposes, including benchmarking and aggregate reporting. Strike will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you, any End User, or any other person, and (b) aggregated with data from other clients.

7.4. Security Data

Security Data generated through the Services is provided to you through the Platform and vulnerability reports. Strike may use Security Data in de-identified and aggregated form to improve detection capabilities and threat intelligence. Strike will not share your identifiable Security Data with other clients or third parties except as necessary to provide the Services or as required by law.

8. AI AND DATA PROCESSING

8.1. AI Processing

You acknowledge that the Platform uses AI Agents to process Client Content and Security Data as part of the Services. AI processing includes automated scanning, attack emulation, pattern recognition, severity assessment, and remediation recommendation generation.

8.2. Data Use Commitments

Strike makes the following commitments regarding AI and data use:

• Service Delivery: Strike uses Client Content and Security Data to provide the Services to you.
• Detection Improvement: Strike may use de-identified and aggregated Security Data outputs (e.g., vulnerability patterns, attack signatures) to improve detection engines and threat intelligence.
• Product Improvement: Strike uses de-identified and aggregated Usage Data and Telemetry Data to improve Platform features and performance.
• No Cross-Client Training: Strike does not use Client Content to train general-purpose AI models or models made available to other clients, unless expressly agreed in writing.

8.3. Data Processing Agreement

Where Strike processes personal data on your behalf as part of the Client Content, such processing is governed by the DPA. The DPA sets out the parties’ respective obligations, including data security measures, subprocessor management, breach notification, and audit rights. The DPA is available upon request at legal@strike.sh.

9. INTELLECTUAL PROPERTY

9.1. Your Assets

You retain all right, title, and interest in your assets and Client Content.

9.2. Strike’s Intellectual Property

The Platform, Services, AI Agents, algorithms, vulnerability databases, detection engines, documentation, and all related intellectual property (“Strike IP”) are and remain the exclusive property of Strike. This Agreement does not transfer any ownership of Strike IP to you. You are granted only the limited rights expressly set forth in this Agreement.

9.3. Feedback

If you provide Strike with feedback, suggestions, or recommendations regarding the Platform or Services, Strike may use such feedback without restriction or obligation to you.

9.4. Marketing Authorization

You authorize Strike to identify you as a Strike customer in marketing materials, including using your name and logo, unless you notify Strike in writing that you do not wish to be identified. If the applicable Order Form specifies an opt-in marketing authorization (i.e., requiring your prior written consent before any such use), the Order Form provision shall prevail.

10. CONFIDENTIALITY

10.1. Definition

“Confidential Information” means all information disclosed by one party to the other in connection with the Agreement, including Client Content, Security Data, pricing, and business information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party before disclosure; (iii) is independently developed without use of the disclosing party’s information; or (iv) is received from a third party without restriction.

10.2. Obligations

During the term of the Agreement and for 3 years after its termination, each party shall maintain the confidentiality of the other party’s Confidential Information and use it only for the purposes of performing obligations under the Agreement. Notwithstanding the foregoing, confidentiality obligations with respect to Security Data and trade secrets shall continue for as long as such information remains confidential under applicable law. Strike may share Confidential Information with employees, contractors, Strikers, and subprocessors bound by confidentiality obligations, solely to the extent necessary to provide the Services.

10.3. Exceptions

A party may disclose Confidential Information if required by law, regulation, or court order, provided that (where legally permitted) the disclosing party gives reasonable advance notice and cooperates to obtain confidential treatment.

10.4. Enhanced Security Data Protection

Given the sensitive nature of Security Data, Strike applies enhanced protections: Security Data is encrypted at rest and in transit; access is limited to personnel and Strikers with a direct need-to-know; Strikers are bound by specific data handling and non-retention obligations; and Security Data is not shared across client tenants.

11. FEES AND PAYMENT

11.1. Fees

You will pay the fees specified in each Order Form, SOW, Contract (or similar) (“Fees”). All Fees are non-cancellable and non-refundable except as expressly provided in this Agreement. Fees are denominated in US Dollars or other currency, as indicated in the Order Form, and do not include applicable taxes, which shall be your responsibility.

11.2. Payment Terms

Payments shall be made by credit card or bank transfer as specified in the Order Form. Invoicing and payment shall occur before commencement of Services unless otherwise agreed in the Order Form. Late payments are subject to interest at 1.5% per month or the maximum amount permitted by law, whichever is less.

11.3. Payment Disputes

You may dispute an invoice in good faith by providing written notice within 15 days of receipt. The parties will seek to resolve the dispute within 30 days. Undisputed amounts must be paid timely.

11.4. Price Changes

Strike may adjust pricing upon the commencement of a Renewal Term with reasonable prior notice before the end of the current Subscription Term.

12. TERM AND RENEWAL

12.1. Subscription Term

Each Subscription Term will last for the period specified in the Order Form (or 12 months if not specified). Each Subscription Term renews automatically for successive periods of equal length unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.

12.2. Term of Agreement

This Agreement commences on the Effective Date and continues until the end of all Subscription Terms, unless earlier terminated.

13. SUSPENSION, TERMINATION, AND POST-TERMINATION DATA HANDLING

13.1. Termination for Cause

Either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and fails to cure within 30 days of written notice; or (b) ceases operations, becomes insolvent, or enters bankruptcy proceedings not dismissed within 60 days.

13.2. Suspension

Strike may suspend your access to the Platform immediately if: (a) your use poses a security risk to the Platform or other users; (b) you are in material breach of the Agreement; (c) your Account is subject to suspected unauthorized access; or (d) required by law or regulation. Strike will provide notice of suspension as soon as reasonably practicable.

13.3. No Termination for Convenience

Except as expressly provided in the applicable Order Form, MSA, or other written agreement between the parties, neither party may terminate an active Subscription Term for convenience. Either party may elect not to renew a Subscription Term by providing notice of non-renewal in accordance with Section 12.1. Termination or non-renewal will not relieve Client of its obligation to pay any Fees due for the applicable Subscription Term, and prepaid Fees are non-refundable except where termination is due to Strike’s uncured material breach or as otherwise expressly agreed in writing.

13.4. Post-Termination Data Handling

Upon termination or expiration of the Agreement:

• Data Retrieval Period: Strike will make your Client Content and Security Data available for retrieval through the Platform or via export for 90 days following the effective date of termination (“Retrieval Period”).
• Data Export: During the Retrieval Period, you may export your data in standard machine-readable formats (e.g., JSON, CSV, PDF).
• Data Deletion: After the Retrieval Period, Strike will securely delete your Client Content and identifiable Security Data, unless retention is required by law. Upon request, Strike will provide written certification of deletion.
• Testing Credentials: Testing Credentials will be deleted or disabled promptly upon termination, regardless of the Retrieval Period.
• Survival: Sections that by their nature should survive termination (including Limitation of Liability, Confidentiality, Indemnification, and applicable data protection obligations) shall remain in effect.

14. DISCLAIMER OF WARRANTIES

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRIKE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

STRIKE DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ALL TIMES; (B) THE SERVICES WILL DETECT ALL VULNERABILITIES, THREATS, OR SECURITY EXPOSURES; (C) FOLLOWING REMEDIATION RECOMMENDATIONS WILL PREVENT SECURITY INCIDENTS; OR (D) THE RESULTS OF THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS.

THE TERMS “CONTINUOUS,” “ALWAYS-ON,” “24/7,” AND SIMILAR DESCRIPTIONS REFER TO THE AUTOMATED AND RECURRING NATURE OF THE PLATFORM’S TESTING CYCLES AND DO NOT CONSTITUTE A SERVICE LEVEL COMMITMENT OR GUARANTEE OF UNINTERRUPTED OPERATION. SERVICE LEVEL AGREEMENTS, WHERE APPLICABLE, ARE SPECIFIED EXCLUSIVELY IN THE ORDER FORM OR A SEPARATE SLA ADDENDUM.

15. LIMITATION OF LIABILITY

15.1. Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COMPUTER FAILURE, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. General Liability Cap

EXCEPT AS SET FORTH IN SECTIONS 15.3 AND 15.4, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3. Super-Cap for Data and Confidentiality

FOR CLAIMS ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10 (INCLUDING OBLIGATIONS RELATED TO SECURITY DATA AND CLIENT CONTENT), A PARTY’S BREACH OF DATA PROTECTION OBLIGATIONS UNDER THE DPA, OR A PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.4. Uncapped Liability

THE LIMITATIONS IN SECTIONS 15.1, 15.2, AND 15.3 SHALL NOT APPLY TO: (A) YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; (B) CLAIMS ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT; OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16.

15.5. Enterprise Liability Terms

The parties may agree to different liability terms in an Order Form or Master Service Agreement (MSA). In the event of a conflict between this Section 15 and the terms of an Order Form or MSA, the Order Form or MSA shall prevail.

15.6. Assumption of Risk

You acknowledge that the Services involve security testing that interacts with your systems and assets. You assume all responsibility for the risks inherent in security testing, including potential disruption to your systems. Strike’s liability for damages arising from the normal operation of the Services shall be limited as set forth in this Section 15.

16. INDEMNIFICATION

16.1. Your Indemnification

You agree to indemnify, defend, and hold harmless Strike, its directors, officers, employees, and affiliates from any third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) your use of the Platform or Services; (b) your breach of the Agreement; (c) your Client Content; (d) your violation of applicable law; or (e) your testing of assets you were not authorized to test.

16.2. Strike’s Indemnification

Strike will indemnify, defend, and hold harmless you from any third-party claims alleging that the Platform, as provided by Strike and used in accordance with the Agreement, infringes a third party’s intellectual property rights, provided that: (a) you promptly notify Strike of the claim; (b) you give Strike sole control of the defense and settlement; and (c) you provide reasonable cooperation at Strike’s expense.

17. SECURITY COMMITMENTS

Strike maintains industry-standard security measures, including but not limited to: access controls and role-based permissions; encryption of data in transit and at rest; intrusion detection and prevention systems; regular vulnerability assessments and penetration testing; security incident response procedures; and employee and contractor security training. Strike maintains SOC 2 Type II and ISO 27001 certifications, and a HIPAA-aligned compliance program where applicable. Additional security documentation is available upon request.

18. NON-SOLICITATION

During the term of the Agreement and for 12 months thereafter, neither party will directly solicit for employment or engagement any employee, contractor, or Striker of the other party who was involved in the performance of the Services, without the other party’s prior written consent.

19. MISCELLANEOUS

19.1. Assignment

Strike may assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to you. You may not assign this Agreement without Strike’s prior written consent.

19.2. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to conflicts of law principles.

Any dispute arising under or in connection with this Agreement shall first be subject to good-faith negotiation for 30 days following written notice. If unresolved, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. A single arbitrator shall be appointed. The arbitration shall take place in Miami, Florida. The arbitrator’s award shall be final and enforceable in any court of competent jurisdiction.

Any dispute must be filed for arbitration within 12 months from the date it first could have been filed, or it will be permanently barred.

19.3. Notices

All notices under this Agreement shall be in writing by email. Notices to Strike: legal@strike.sh. Notices to you: the email address in your Order Form or Account. Communications are deemed received 48 hours after sending.

19.4. Entire Agreement

This Agreement, including all Order Forms and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter.

19.5. Order of Precedence

In the event of a conflict between documents, the following order of precedence applies:
(1) the DPA, solely for data protection matters;

(2) the applicable Order Form or SOW, solely with respect to commercial, scope, pricing, service-specific, SLA, renewal, or termination terms for the Services described therein;

(3) any mutually executed MSA;

(4) these Terms;

(5) the Privacy Policy;

(6) the Acceptable Use Policy.

19.6. Amendments

Strike may update these Terms with reasonable prior notice (at least 30 days for material changes). Continued use of the Platform after the effective date of changes constitutes acceptance. If you do not agree to the changes, you may terminate the Agreement in accordance with Section 13.

19.7. Severability and Waiver

If any provision of this Agreement is held invalid or unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will continue in effect. Waivers must be in writing and signed by the waiving party.

19.8. Force Majeure

Neither party is liable for delays or failures due to force majeure events. If a force majeure event materially affects the Services for 15 or more consecutive days, either party may terminate the affected Order Form(s) upon notice, and Strike will refund prepaid, unused Fees for the terminated portion.

19.9. Subcontractors

Strike may use subcontractors to provide the Services. Strike remains responsible for its subcontractors’ compliance with the Agreement.

19.10. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture relationship.

19.11. Class Action Waiver

You and Strike agree that any claim shall be brought individually and not as a plaintiff or class member in any class or representative action.

19.12. Export Controls

You agree to comply with all applicable export control laws and regulations. You represent that you are not located in any embargoed country and will not export or re-export any part of the Services in violation of applicable law.

By using our Platform, you are entering into a binding agreement with Strike and the Strikers and you confirm and agree that you have read, understood and accepted the Agreement and that you will comply with any and all obligations described therein. Strike reserves the right to modify the Agreement from time to time as indicated in clause 18.6 of these Terms or as specified in any other such document.

We also reserve our right to update or change our Platform or Services from time to time, by giving you a reasonable prior notice period in the event of major changes.

You are strongly recommended to read these Terms regularly. You can always find the most updated versionhere. Please note that the use of the Platform or Services after the communication of any amendment shall be deemed as your acceptance to the changes.

Ignorance of the content of the Agreement does not justify non-compliance with it, much less entitles you to take particular or legal actions that do not take into account what it is stated in the Agreement.

ANY PERSON WHO DOES NOT ACCEPT THE AGREEMENT OR WHO DOES NOT MEET THE REQUIREMENTS INDICATED IN CLAUSE 2 HEREIN. MUST REFRAIN FROM ACCESSING THE WEBSITE AND/OR USING THE SERVICES.

If you have any questions regarding these Terms or the use of the Platform please contact us by emailing legal@strike.sh.

These Terms of Use (“Terms”), together with thePrivacy Policy, theAcceptable Use Policyand any additional terms and conditions and policies referenced herein or available on the Website (together with the Terms, the "Agreement"), govern your relationship with Strike and the Strikers, and the use of our Platform. Please read them carefully.