This Stack8 Subscription Service Agreement (“Agreement”), by and between the Customer identified on the applicable Order Form and AlphaVentor, SAS. operating the commercial brand Stack8.io ("Stack8"), shall govern Customer’s initial purchase on the Effective Date (set forth on Customer’s initial Order Form) as well as any future purchases made by Customer which reference this Agreement. The parties hereby agree as follows:
Capitalized terms shall have the meanings defined herein.
Subject to the terms and conditions of the Agreement and the applicable Order Form, Stack8 hereby grants Customer a limited, non-exclusive, non-transferable, non- sublicensable license during the applicable Subscription Term for Customer to permit its Users to: (i) download, install, run, and use Stack8 Desktop and (ii) access and use Stack8 Hub, and otherwise access and use the Service, in accordance with the applicable Documentation for Customer’s internal business purposes. Customer understands and agrees that Users require a Stack8 Hub account in order to receive the corresponding access to the Service. Stack8 owns the Usage Data. Nothing herein will be construed as restricting or prohibiting Stack8 from utilizing the Usage Data in any way, including to optimize and improve the Stack8 Product Suite or related Stack8 services so long as the Usage Data remains aggregated and de-identified, or to enforce this Agreement.
Customer grants to Stack8, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, as reasonably necessary for Stack8 to provide the Service in accordance with this Agreement. Customer will: (a) be solely responsible for the nature, quality and accuracy of the Customer Data, (b) ensure that the Customer Data complies with the terms of this Agreement and all applicable laws, (c) promptly handle and resolve any notices and claims relating to the Customer Data, and (d) ensure that it has the rights to the Customer Data necessary to grant Stack8 the rights contemplated by this Agreement. Stack8 has no liability to Customer or any third party as a result of: (i) any unauthorized disclosure or access to an Administrator’s or User’s account or Customer Data as a result of an Administrator’s or User’s, misuse of the Service or loss or theft of any Administrator or User password or username, except to the extent resulting from Stack8’s gross negligence or willful misconduct, (ii) any deletion, destruction, damage or loss of Customer Data caused by, or at the direction of, Customer, or (iii) Customer’s failure to maintain adequate security or virus controls in any devices used to access the Service.
The Service is made available for use or licensed, not sold. Customer acknowledges and agrees that this Agreement does not transfer to Customer any Stack8 or third-party intellectual property rights. Customer acknowledges and agrees that, as between Stack8 and Customer, Stack8 owns all right, title, and interest in and to the Service (including any improvements, modifications, and enhancements thereto), and Stack8 shall, notwithstanding any other term of this Agreement, remain the owner of the Service. All rights not expressly granted by Stack8 herein are reserved.
During the Subscription Term, Stack8 will provide support for the Service in accordance with the Service Level Agreement & Terms available at https://www.stack8.io/support/, as applicable to the products and support purchased via an Order Form.
Stack8 may offer certain product features, APIs, or other components of the Service (“Early Access Products”) to you as part of an Early Access Program (“EAP”). Your use of Early Access Products is subject to any additional terms specified by Stack8 and is only permitted during the limited period we designate (or, if not designated, until terminated in accordance with this Agreement). Stack8 may modify or terminate your right to use Early Access Products at any time and for any reason in its sole discretion. You understand that Early Access Products are under active development, may be inoperable or incomplete, and are likely to contain more errors and bugs than the generally available features of the Service. Stack8 makes no representations as to the performance of such Early Access Products nor promises that any Early Access Products will ever be made generally available. All information regarding the features or performance of any Early Access Products is deemed Stack8 Confidential Information.
The Subscription Term will automatically renew for additional 12-month periods unless a party provides at least 30 days’ written notice prior to the end of the then-current term that such party does not wish to renew for the upcoming term. In the case of non-renewal by Customer, a notice as found at https://www.stack8.io/static/Stack8-Notice-of-Non-Renewal.pdf, must be signed and emailed to sales@stack8.io no less than 30 days prior to the end of the Subscription Term. Upon renewal, Customer shall pay the subscription Fees set forth in the applicable renewal Order Form. All payment inquiries should be directed to receivables@stack8.io.
For an Offering purchased or otherwise facilitated through our sales team, pricing and other relevant terms will be set forth in the applicable Order Form. Unless stated specifically otherwise on the Order Form, all payments to Stack8 including for invoiced On-Demand Usage, are due within 30 days of the invoice from Stack8 to you. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). In addition to any of Stack8’s other rights or remedies, Stack8 reserves the right to disable or suspend Customer’s and its User’s access to the Service for any failure by Customer to pay due invoices in accordance herein. All payment inquiries should be directed to receivables@stack8.io.
Customer may purchase additional Entitlements as made available by Stack8.
For Customer’s purchase of the Services is through a Marketplace or through a Reseller, Customer agrees to pay all fees according to the standard Stack8 price list found at each Marketplace or Reseller price, including all applicable charges specified for the Service (including any charges for use in excess of authorizations). The Stack8 price list is exclusive of any customs or other duty, tax, and similar levies imposed by any authority. Customer understands it will pay the applicable Marketplace or Reseller in lieu of paying Stack8 directly. Customer’s acceptance of the Marketplace or Reseller pricing and terms and conditions shall bind Customer to the obligations of this Agreement and any applicable Order Form. If Customer purchases through a Marketplace or Reseller, Customer will be responsible for full payment of the fees for the Subscription Term, regardless of usage, payment or billing terms between Customer and the Marketplace or Reseller.
Except as otherwise expressly set forth in this Agreement, all payments by Customer hereunder are non-refundable and shall be made free and clear of and without reduction for all applicable withholding, sales or use, goods and services, value- added, consumption or other similar fees or taxes imposed by any government (other than taxes on the net income of Stack8), which shall be paid by Customer. Accordingly, if you are required to withhold any taxes on the amounts payable to Stack8 hereunder, you shall pay Stack8 such additional amounts as are necessary to ensure receipt by Stack8 of the full amount that Stack8 would have received but for the deduction on account of such withholding. You shall provide Stack8 with official receipts issued by the appropriate governmental agency, or such other evidence as is reasonably requested by Stack8 to establish that such taxes have been paid. Where applicable law requires you to self-assess or reverse-charge any taxes, you shall be responsible for complying with such law. In such a case, you undertake to provide Stack8 with your valid VAT registration number that is relevant to the Service provided under the terms of this Agreement. The amounts of any taxes required to be paid by Stack8 will be added to Stack8’s invoice, and you shall promptly remit such amounts to Stack8, as the collection agent, upon invoice. Stack8 reserves the right to disable your access to the Service for any failure to pay or any late payment.
(a) The use of Stack8 Desktop without a paid Subscription, is further restricted (i) to your use for a non-commercial open source project and/or (ii) use in a commercial undertaking with fewer than 250 employees and less than US $10,000,000 (or equivalent local currency) in annual revenue. Government Entities shall not use Stack8 Desktop or access other Entitlements of the Service without purchasing a Subscription.
Customer and its Users may not and may not allow any third party to:
Stack8 acknowledges that, as between Stack8 and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data.
Customer hereby grants to Stack8 a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data solely as may be necessary for Stack8 to provide the Service including updates and upgrades thereto. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and completeness of all Customer Data. In the event Customer Data includes any personal information, Stack8 will process such information in accordance with its Data Processing Agreement. Stack8 may delete Customer’s usage history and data files older than 12 months or within 90 days of the termination of this Agreement.
Customer’s use of AI Features where available, will be solely at Customer’s discretion. The Service may be used without enabling the AI Features except as otherwise specified in the Documentation. Stack8 will not use Customer’s Data to train artificial intelligence models without the Customer’s express consent at the Administrator-level of authority.
Any part of the Service that contains or utilizes Open Source Software is distributed and made available under the terms of the open source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files or Documentation. Copyrights and other proprietary rights to the Open Source Software are held by the copyright holders identified in the applicable distribution or the applicable help, notices, about or source files or Documentation. The Service shall not include any code licensed under any “viral” or “copyleft” license.
Customer shall establish and maintain complete and accurate records related to Customer and its Users use of the Service, and any such other information as reasonably necessary for Stack8 to verify compliance with the terms of this Agreement and any applicable Order Form. Upon at least ten (10) days’ prior notice to Customer, Stack8 or its representative may inspect such records to confirm Customer’s compliance with the terms of this Agreement and any applicable Order Form. If Customer’s records or Stack8’s Service records reveal that Customer or Customer’s Users have exceeded their permitted use of the Service, Stack8 may invoice Customer for any past or ongoing underpaid amounts resulting from such excess use and Customer will promptly pay Stack8 such amounts upon receipt of invoice. This remedy is without prejudice to any other remedies available to Stack8 at law or equity or under this Agreement. To the extent Stack8 is obligated to do so, Stack8 may share audit results with certain of its third-party licensors or assign the audit rights specified herein to such licensors.
This Agreement commences on the Effective Date and will remain in effect until it is terminated in accordance with the terms herein. Either party may terminate this Agreement and any Order Form if the other party materially breaches the terms and conditions of this Agreement and fails to cure such breach within 30 days of receiving written notice thereof. If there are no outstanding Order Forms, either party may terminate this Agreement upon at least 30 days’ prior written notice to the other party. Upon the expiration or termination of this Agreement or an applicable Order Form, the license to the Service will automatically terminate and Customer will discontinue all use of the Service. Sections 4.4, 5, 8, 10, 11, 13, and 15 shall survive any termination or expiration of this Agreement or any Order Form.
Upon submitting any Customer or User suggestions, proposals, ideas, recommendations, bug reports, ideas, improvements or other feedback regarding Stack8’s products and services (“Feedback”), Customer grants to Stack8 a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit feedback (including by incorporation of such feedback into the Stack8 Desktop, Stack8 Hub, the Service, and any other Stack8 services) without restriction. Feedback expressly excludes any Customer Confidential Information and Customer Data.
“Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential.
The confidentiality obligations in this Section 11 shall not apply with respect to any information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; (d) was independently developed by Recipient without any use of Discloser’s Confidential Information; or (e) became known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not knowingly in violation of Discloser’s rights.
Recipient agrees not to use Discloser’s Confidential Information or disclose, distribute, or disseminate Discloser’s Confidential Information except in furtherance of the performance of its obligations or enforcement of its rights hereunder or as otherwise expressly agreed by Discloser in writing.
If Recipient is compelled by a court or other competent authority or applicable law to disclose Confidential Information of Discloser, it shall, to the extent permitted by applicable law, give Discloser prompt written notice and shall provide Discloser with reasonable cooperation at Discloser’s expense so that Discloser may take steps to oppose such disclosure or obtain a protective order. Recipient shall not be in breach of its obligations in this Section 11 if it makes any legally compelled disclosure provided that Recipient meets the foregoing notice and cooperation requirements.
Recipient acknowledges that breach of the confidentiality obligations may cause irreparable harm to Discloser, the extent of which may be difficult to ascertain. Accordingly, Recipient agrees that Discloser may be entitled to seek immediate injunctive relief in the event of breach of an obligation of confidentiality by Recipient, and that Discloser shall not be required to post a bond or show irreparable harm in order to obtain such injunctive relief.
As between the parties, Confidential Information shall remain the property of the Discloser. At any time, upon Discloser’s reasonable request, Recipient shall promptly (and in any event within 30 days) return to Discloser or destroy, at the election of the Discloser, any Confidential Information of the Discloser in Recipient’s possession. In addition, within 30 days after termination of this Agreement, Recipient shall (i) promptly return all tangible materials containing such Confidential Information to Discloser, (ii) remove all Confidential Information (and any copies thereof) from any computer systems of the Recipient and confirm in writing that all materials containing Confidential Information have been destroyed or returned to Discloser, as applicable, by Recipient. Recipient shall cause its affiliates, agents, contractors, and employees to comply with the foregoing.
Stack8 will maintain reasonable administrative, physical, and technical security measures consistent with applicable law and current prevailing security practices and that are intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of Customer’s Data or the Service. Such additional measures will include compliance with the Security and Privacy Guidelines available at https://www.stack8.io/trust/. Stack8 shall notify Customer of any confirmed security breach as soon as reasonably possible thereafter but in any event within seventy-two (72) hours of a breach involving Customer Data.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK AND THAT THE SERVICE AND DOCUMENTATION IS PROVIDED “AS IS” AND “AS AVAILABLE.” DOCKER, ITS SUBSIDIARIES, AND ITS AFFILIATES MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOCKER OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOCKER AND ITS SUBSIDIARIES AND AFFILIATES DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL EXCLUDE OR LIMIT DOCKER’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICE IS NOT DESIGNED, INTENDED OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. DOCKER DOES NOT WARRANT ANY THIRD PARTY PRODUCTS OR SERVICES.
By Stack8. Subject to the limitation on liability set forth in Section 15, Stack8 shall defend at its own expense any legal action brought against you to the extent that it is based on a claim or allegation that the Service (excluding any Open Source Software) infringes a U.S. patent or copyright of a third party, and Stack8 will pay any costs and damages awarded against you in any such action, or agreed to under a settlement signed by Stack8, that are attributable to any such claim but shall not be responsible for any compromise made or expense incurred without Stack8’s consent. Such defense and payments are subject to the conditions that you (a) give Stack8 prompt written notice of such claim, (b) tender to Stack8 sole control of the defense and settlement of the claim, and (c) reasonably cooperate with Stack8 when requested in connection with the defense and settlement of the claim. Stack8 will have no liability to so defend and pay for any infringement claim to the extent it (i) is based on modification of the Service other than by Stack8, with or without authorization; (ii) results from your failure to use an updated version of the Service; or (iii) is based on the combination or use of the Service with any software (including, without limitation, Open Source Software), program or device not provided by Stack8 if such infringement would not have arisen but for such use or combination; or (iv) results from use of the Service by you after the license was terminated.
Stack8 will have no liability to Customer Indemnitees or any obligations under this Section 14 to the extent a claim arise out of:
(a) the modification of any portion of the Service by any party other than Stack8 or its authorized representatives; (b) the combination, operation, or use of any Service with other product(s), data, third party software, or services where the Service would not by itself be infringing; (c) the continued use of the allegedly infringing Service after being notified of the infringement claim or after being provided a modified version of the Service by Stack8 to address any alleged infringement; or (d) the failure to use the Service in accordance with the applicable Documentation or outside the scope of the rights granted under this Agreement. Should the Service, or the operation thereof, become or in Stack8’s opinion be likely to become, the subject of such claim described in Section 14.1, Stack8 may, at its option and expense, (i) procure the right for Customer to continue using the Service, or (ii) replace or modify the Service so that it becomes non-infringing. If neither (i) or (ii) are reasonably practicable, Stack8 may terminate the applicable Order Form and refund to Customer any pre-paid, unused Fees paid by Customer corresponding to the unused period of the Subscription Term. THIS SECTION 14 STATES DOCKER’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
Customer shall defend and hold Stack8 and its affiliates, officers, directors, agents, and employees (“Stack8 Indemnitees”) harmless against any third party claims and actions arising from (a) an allegation that Customer Data infringes the intellectual property rights of any third party, and (b) any use by Customer or its Users of the Service in violation of the license restrictions in Section 4.3 of this Agreement or violation of applicable laws, rules or regulations in connection with the Service, and shall indemnify the Stack8 Indemnitees against any damages, judgments, litigation costs including any reasonable attorneys’ fees.
The party seeking indemnification will notify the indemnifying party promptly of any claim or action covered by this Section 14. The parties agree to reasonably cooperate during such proceedings. The indemnifying party will have the right to defend any such claim and will have control over the litigation, negotiation, and settlement of any such claim, provided it will not make any settlement of a claim that results in any liability or imposes any obligation on the indemnified party without the prior written consent of such party, which will not be unreasonably withheld. The indemnified party may, at its sole expense, participate in the defense of any claim.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT DOCKER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL IN NO EVENT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
THE TOTAL LIABILITY OF DOCKER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE RELEVANT SERVICE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Customer understands that the Service is subject to United States export controls administered by the United States Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control. Customer acknowledges and agrees that the Service may not be used, transferred or otherwise exported or re- exported to countries as to which the United States, maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the
U.S. Department of Commerce’s Entity List, Denied Persons List, or Unverified List, or the U.S. Department of State’s Nonproliferation Sanctions list (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply with all United States export laws and assumes sole responsibility for obtaining United States government export licenses to export or re-export as may be required. Customer will defend, indemnify, and hold Stack8 and its licensors harmless from and against any liabilities arising from Customer’s or any of its officers, directors, employees, agents, or representatives violation of such laws or regulations.
Any U.S. Public Sector Customers are subject to the Public Sector SSA.
The Agreement and all of its Order Forms will be governed as follows: For Stack8 Personal and any other no-fee Offering accounts: Governing law: Courts with exclusive jurisdiction: The laws of the State of California and controlling United States federal law. The state and federal courts located within the county of Santa Clara, California. Any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by JAMS (or, if unavailable, then such other similar group that can provide former judges as arbiters) in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable to commercial disputes by a single arbiter who is (a) fluent in written and spoken English, the language governing this Agreement, and (b) skilled and experienced with cloud or internet services. The place of such arbitration will be in Santa Clara County, California, U.S.A. The judgment of the arbitrator will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and may be entered in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief from a court of competent jurisdiction. For all Offering accounts subject to a fee the Agreement will be governed as follows based on the Customer’s place of domicile: Customer’s domicile: Governing law: Courts with exclusive jurisdiction: In the Americas, Asia Pacific, India, Israel and any other region other than as specified below. The laws of the State of California and controlling United States federal law. The state and federal courts located within the county of Santa Clara, California. Any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by JAMS (or, if unavailable, then such other similar group that can provide former judges as arbiters) in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable to commercial disputes by a single arbiter who is (a) fluent in written and spoken English, the language governing this Agreement, and (b) skilled and experienced with cloud or internet services. The place of such arbitration will be in Santa Clara County, California, U.S.A. The judgment of the arbitrator will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and may be entered in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief from a court of competent jurisdiction. In the European Union, the European Economic Area, Switzerland, Africa or the Middle East (other than Israel). The laws of the Netherlands. The courts of Utrecht, albeit not until the parties have pursued the IT Mediation Regulations of the Stichting Geschillenoplossing Automatisering (SGOA) in The Hague. The parties agree to participate in the mediation in good faith, and to share its costs equally. In the United Kingdom. The laws of England and Wales. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The parties agree that the Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), provided that Stack8 may assign this Agreement, without Customer’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Any notices hereunder must be in writing. Stack8 may provide notice to Customer through Customer’s signup email address, the address provided in the applicable Order Form, customer’s account or in-product notifications. Customer agrees that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to Customer will be deemed given upon the first business day after Stack8 sends it. You will provide notice to us by mail to: Stack8, Inc. 3790 El Camino Real Ste. 1052 Palo Alto, CA, 94306-3314, Attn: Legal Department, with an email copy to Legal@stack8.io.
Stack8 may modify these terms from time to time, with notice to Customer in accordance with Section 19.2 (Legal Notices) or by posting the modified terms on our website. Together with notice, we will specify the effective date of the modifications.
The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
This Agreement, including all Order Forms, constitutes the entire agreement between Customer and Stack8 concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter. The terms of an Order Form will prevail over the general terms herein only if such Order Form expressly references this Agreement, the intent to prevail over this Agreement, and is signed by authorized signatories of both Stack8 and Customer. Section headings are for convenience only and shall not affect interpretation of the relevant section. No provision of any purchase order or other form employed or provided by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
Except for the inability to meet financial obligations, neither party will be liable for failures or delays in performance due to causes beyond its reasonable control, including, but not limited to, any act of God, fire, earthquake, flood, storm, natural disaster, computer-related attacks, hacking, internet service provider failures or delays, accident, pandemic, labor unrest, civil disobedience, act of terrorism or act of government (each a “Force Majeure Event”). The parties agree to use their best efforts to minimize the effects of such failures or delays. For the avoidance of doubt, Customer understands that the Service may not be provided in countries listed in the Office of Foreign Assets Control sanction list and Customer’s access to the Service may be restricted in such countries. Such prohibitions shall not constitute a Force Majeure.
No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
Nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce any term of this Agreement.