These Terms of Service (the “Terms”) govern your access to, and use of, any websites, products, and services (collectively, “Services”) provided by Fuelcomm Inc. (“Stackline,” “we,” “our,” or “us”) and form a legally binding contract between you (“Customer,” “you,” or “your”) and Stackline. Stackline and Customer may be referred to individually as a “Party,” or collectively as “Parties.”
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCEPTING THESE TERMS, USING THE SERVICES, OR EXECUTING AN ORDER FORM OR OTHER DOCUMENT THAT INCORPORATES THESE TERMS (EACH AN “ACCEPTANCE”), YOU: (A) AGREE TO THESE TERMS ON BEHALF OF ANY ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT; AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE ANY SERVICES.
1. DEFINITIONS
1.1 “Affiliate” means any entity that controls, is controlled by or is under common control with a Party. For purposes of this definition, “control” shall mean at least fifty percent (50%) of the capital, assets, voting stock, profits, interests, or similar participation rights are owned or controlled, directly or indirectly, by an entity under this definition.
1.2 "AI Models" means any deep learning, large language models, generative artificial intelligence, or similar artificial intelligence models or systems.
1.3 “Customer Content” means the content that Customer uploads or provides to the Services, excluding Customer Marks, including but not limited to messages, product details, advertisements, images, photos, folders, text, and information about Customer’s products and services. Customer Content expressly excludes Pages and Model Output.
1.4 “Customer Data” means any data provided by Customer through or in connection with Customer’s use of the Services.
1.5 “Customer Data Platform” or “CDP” means Stackline’s platform that enables Customer to upload, manage, and analyze Customer Data and to access certain data made available by Stackline, as made available under an applicable Order Form.
1.6 “Deidentified Data” means data that has been deidentified or anonymized such that it does not identify Customer, Users, or any individual and cannot reasonably be used, alone or in combination with other information, to reidentify Customer, Users, or any individual.
1.7 “Licensed Data” means any data made available by Stackline through the Services, including through the CDP.
1.8 "Model Output" means any output, prediction, recommendation, content, or result generated by the AI Models through the Services.
1.9 “Pages” means product detail pages or similar consumer-facing content generated, in whole or in part, by AI Models through the Services based on inputs provided by Customer.
1.10 “Shopper OS Activations” means specific campaigns, promotions, or consumer touchpoints enabled through the Shopper OS Services, including product reviews, messaging, surveys, rebates, and similar engagement features.
1.11 “Shopper OS Services” means Stackline’s commerce and marketing services that enable Customer to engage with consumers, including multi-retailer checkout infrastructure, consumer insights, and shopper engagement features, whether deployed through Customer’s digital properties, Stackline-managed white-label applications, or other channels.
1.12 "Training Data" means any data, content, or materials used to train, test, validate, or improve AI Models.
1.13 “Usage Data” means technical, diagnostic, and performance data relating to the operation, support, security, and use of the Services, including logs, telemetry, and feature usage information, which may be aggregated.
1.14 “Work Product” means any reports, analyses, models, dashboards, visualizations, or other materials created by Customer that incorporate, are based upon, or are derived from Licensed Data.
2. SERVICES & PRODUCTS
2.1 Provision of Services. These Terms shall govern all Services identified in any online order, work order, statement of work, order form, or similar purchase agreement (each an “Order Form”). In the event of any conflict, discrepancy, or inconsistency between an Order Form and these Terms, the Order Form shall prevail. Order Forms may include additional or different terms applicable solely to the Services identified therein.
2.2 Affiliate Use. Customer may permit its Affiliates to access and use the Services under Customer’s account and/or pursuant to an applicable Order Form. Customer is responsible for compliance with these Terms by its Affiliates that access the Services under Customer’s account. An Affiliate may become a “Customer” under these Terms by executing an Order Form that incorporates these Terms, in which case such Affiliate will be bound by and entitled to the rights and obligations applicable to a Customer with respect to such Order Form. Unless an Affiliate executes an Order Form or other written agreement with Stackline, no Affiliate shall be deemed a party to these Terms, and Stackline shall have no obligations or liability to such Affiliate.
2.3 License. Stackline grants Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 14.3) right to access and use its Services solely for the term set forth in each applicable Order Form. To the extent Licensed Data is incorporated into any Work Product created by Customer, Stackline grants Customer a limited, non-exclusive, non-transferable license to use such Licensed Data solely as incorporated within the Work Product, provided that: (a) such license excludes any personally identifiable information contained in the Licensed Data; (b) the Licensed Data remains subject to all terms and conditions of these Terms, including use restrictions, confidentiality obligations, and termination provisions; (c) Customer may not extract, isolate, or use the Licensed Data separately from the Work Product; and (d) any distribution or sharing of the Work Product must be in a manner that protects the Licensed Data consistent with these Terms. The license granted in this Section 2.3 shall survive termination or expiration of these Terms, subject to continued compliance with these Terms.
2.4 AI Models. Customer acknowledges that Stackline may use AI Models in connection with the Services. Customer acknowledges that Model Output may not be perfect or error-free, and Stackline makes no warranties regarding the accuracy, reliability, or completeness of any Model Output. Customer acknowledges and agrees that any Model Output, including Pages, must be reviewed, validated, and approved by Customer prior to use or publication, and that Customer is solely responsible for ensuring that such content complies with all applicable laws, regulations, and industry standards, including consumer protection, labeling, advertising, and product disclosure requirements.
2.5 Use Restrictions. Customer agrees not to: (a) copy, frame, mirror, modify, or prepare derivative works of the Services; (b) de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services; (c) interfere with any security-related features of the Services or the operation of the Services; (d) use any automated systems or scripts to extract content, Licensed Data, or Model Output in volumes exceeding normal use patterns; (e) use, evaluate, or analyze the Services’ performance or functionality for the purpose of designing or otherwise creating any environment, program, or infrastructure, or any portion thereof, which performs functions similar to the functions performed by the Services; (f) use the Services to violate any law or regulation; (g) use the Services to violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (h) permit any third party to access the Services without Stackline’s express written permission in the form of a Third-Party Access Agreement (“TPA”); (i) provide services for a third party using the Services; (j) attempt to reverse engineer, extract, or access the AI Models used by Stackline; or (k) use the Services to develop, train, or improve AI Models or machine learning systems that compete with Stackline Services.
2.6 Unauthorized Use. Customer will make reasonable efforts to prevent any unauthorized use of the Services and immediately notify Stackline in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Stackline to prevent or terminate unauthorized use of the Services.
2.7 Professional Services. Stackline may agree to provide Customer with consulting, development, and other professional services in an Order Form. Unless otherwise specified in an Order Form, Stackline hereby retains all right, title and interest to any deliverables, improvements, modifications, inventions, and software developed or created pursuant to an Order Form, including all intellectual property rights therein and thereto. Subject to payment of all fees set forth in an applicable Order Form, Stackline hereby grants to Customer a limited, non-exclusive license to use, in conjunction with the Services, any deliverables delivered to Customer under such Order Form.
2.8 Shopper OS Responsibilities. With respect to Shopper OS Services and Shopper OS Activations, Customer is solely responsible for its products, pricing, fulfillment, refunds, returns, chargebacks, and compliance with all applicable laws and regulations, including consumer protection and advertising laws. Stackline does not guarantee sales or results and is not responsible for user-generated content, third-party platforms, or Customer’s communications or transactions with end users.
2.9 Modification of Products. Stackline may modify its products at any time, without prior notice or approval from Customer, provided that no such modification will materially degrade the functionality of the products provided under any Order Form. If Stackline materially degrades or discontinues any products, Customer will have the right to terminate the applicable Order Form and receive a pro-rated refund of prepaid fees for the remainder of the applicable term related to such products.
3. CREATING ACCOUNTS
3.1 Registration and Security. To access most Services, you must register for an account. When you register for an account, you may be required to provide us with information about your organization or entity, such as an email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree that you will only allow the number of users authorized under your account to access the Service and any related tools, applications, information, and materials provided in connection with the Service. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@stackline.com.
4. PAYMENT
4.1 Fees and Payment Terms. Customer will pay Stackline the fees and any other amounts owing under these Terms, plus any applicable sales, use, excise, or other Taxes, as specified in an Order Form. Unless otherwise specified in an Order Form, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Stackline reserves the right to suspend Customer access to Services in the event that Customer’s account becomes overdue and is not brought current within ten (10) days following notice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Stackline to collect any amount that is not paid when due. Amounts due from Customer under these Terms may not be withheld or offset by Customer against amounts due to Customer for any reason. All amounts payable under these Terms are denominated in United States dollars, and Customer will pay all such amounts in United States dollars. Early termination fees, if applicable under Section 6.5, are deemed earned upon execution of the Order Form and are non-refundable.
4.2 Taxes. Other than net income taxes imposed on Stackline, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from these Terms. Customer will pay any additional Taxes necessary to ensure that the net amounts received by Stackline after all such Taxes are paid are equal to the amounts that Stackline would have been entitled to in accordance with these Terms as if the Taxes did not exist.
5. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER
5.1 Mutual Warranties. Each Party represents and warrants to the other that: it will comply with all applicable federal, state, and local laws, rules, and regulations; these Terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of these Terms; and the execution, delivery, and performance of these Terms does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, STACKLINE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. STACKLINE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. STACKLINE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED. THE SERVICES, LICENSED DATA, AND ANY OTHER CONTENT IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. STACKLINE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE SERVICES. STACKLINE SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR QUALITY OF ANY MODEL OUTPUT OR AI-GENERATED CONTENT. CUSTOMER ACKNOWLEDGES THAT AI MODELS MAY PRODUCE IMPERFECT OR INCORRECT RESULTS, AND CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ANY MODEL OUTPUT BEFORE RELYING ON IT FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, STACKLINE MAKES NO REPRESENTATION OR WARRANTY THAT ANY MODEL OUTPUT OR PAGES COMPLY WITH APPLICABLE CONSUMER PROTECTION, LABELING, ADVERTISING, OR PRODUCT DISCLOSURE LAWS.
6. TERM AND TERMINATION
6.1 Term. These Terms take effect upon your Acceptance and continue as long as an Order Form is in effect, unless sooner terminated in accordance with Section 6.2 (the “Term”).
6.2 Termination for Material Breach. Either Party may terminate these Terms if the other Party does not cure its material breach of these Terms within 30 days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this Section 6.2 will take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 30-day cure period. If Customer terminates these Terms in accordance with this Section 6.2, Stackline will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Stackline for the period prior to the effective date of termination. If Customer fails to timely pay any fees, Stackline may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.
6.3 Effect of Termination. If these Terms are terminated for any reason, Customer will immediately cease all use of the Services, Customer will pay to Stackline any fees or other amounts that have accrued prior to the effective date of the termination, and any and all liabilities accrued prior to the effective date of the termination will survive.Customer shall promptly delete or destroy all Stackline data, information, and materials (including Licensed Data and any copies or derivative works thereof) in its possession or control, except for Licensed Data lawfully incorporated into Work Product in accordance with Section 2.2.If Customer has incorporated or integrated any Licensed Data into its systems, tools, models, applications, algorithms, or analyses, Customer must immediately cease all use thereof and permanently purge all such Licensed Data and derivatives other than Licensed Data embedded in permitted Work Product.
6.4 Survival. The following provisions will survive the termination or expiration of these Terms for any reason: Sections 2.7, 4, 5, 6.3, 6.4, 7, 8, 11, 12, and 14.3. Additionally, the rights and obligations of the Parties in these Terms, which, by their nature, should survive termination or expiration of these Terms, will survive any such termination or expiration.
6.5 EU Data Act Compliance. For European Union or European Economic Area customers using Services that qualify as data processing services under the EU Data Act: (a) Customer may terminate the applicable Services for convenience upon up to two months’ written notice; (b) fees for such Services are charged on an annual, prepaid basis, except as expressly required by applicable law, all fees paid are non-refundable and no prorated refunds will be provided upon termination; (c) termination shall not give rise to any early termination fee, penalty, or switching charge; and (d) upon termination, Stackline will make available Customer Data for export in a structured, commonly used, and machine readable format, in accordance with the EU Data Act. This Section 6.5 applies only to Services meeting the EU Data Act definition of data processing services and does not apply to Stackline’s proprietary or licensed market intelligence services.
7. PROPRIETARY RIGHTS
7.1 Service Ownership. Except for those limited rights granted in Section 2.3, Stackline retains all right, title and interest in and to the Services, including all modifications, improvements, upgrades, and derivative works related thereto and all intellectual property rights therein. Customer agrees to, and does hereby assign all right, title, and interest it may have in the foregoing to Stackline. Except for the express rights granted in these Terms, Stackline does not grant any other rights, whether express or implied, to the Services or any other Stackline products, services, data, materials, or intellectual property rights.
7.2 Feedback. If Customer or any of its employees provide Stackline with any comments, suggestions or any other feedback regarding the Services, Stackline may use such feedback at its discretion, incorporate any suggested changes or modifications into its products and services and distribute such products and services without any obligation or recourse to Customer or any of its employees.
7.3 Licensed Data. Between the Parties, Stackline shall own all rights, title, and interest to any Licensed Data. If Customer distributes, displays or discloses the Licensed Data to any third party or make any other non-internal use of the Licensed Data, Customer will provide proper attribution to Stackline and comply with all applicable laws, including truth-in-advertising requirements. Customer will discontinue any public disclosure of the Licensed Data immediately upon request from us. Customer may not commercially distribute, display, or disclose Licensed Data (e.g., resell or sublicense Licensed Data) without Stackline’s prior written consent. All Licensed Data is provided "AS IS", with no guarantee of completeness, accuracy, timeliness, or of the results obtained from the use of the Licensed Data.
7.4 Customer Content, Customer Data, and Customer Marks. Between the Parties, Customer shall own all rights, title, and interest in and to any Customer Content, Customer Data, and Customer Marks.
(a) License to Customer Content. Customer grants Stackline a worldwide, nonexclusive, sublicensable (including to users of Stackline's Services ("Users")), fully paid-up license to use, modify, copy, process, match, analyze, and distribute the Customer Content, the Customer's name, logo, and trademarks ("Customer Marks") solely as necessary to provide, operate, maintain, secure, and support the Services and as otherwise permitted by these Terms and any applicable Order Form.
(b) License to Customer Data. Customer grants Stackline a non-exclusive, worldwide, royalty-free license to use, reproduce, store, retain, process, and create derivative works of Customer Data for the purposes of operating, maintaining, securing, supporting, and improving the Services and developing and improving Stackline products and services. Stackline may retain and continue to use Customer Data following termination or expiration of these Terms to the extent necessary for the foregoing purposes and in accordance with Stackline’s standard retention, backup, and legal compliance practices.
(c) No Training of Third- Party AI Models. Stackline does not permit Customer Content, Customer Data, or Customer Marks to be used as Training Data for any third-party AI Models.
(d) Customer Representations. Customer represents and warrants that it has all rights necessary to grant the licenses set forth in these Terms with respect to Customer Content, Customer Data, and Customer Marks. Customer further represents and warrants that Customer Content, and the use of Customer Content as contemplated by these Terms, does not and will not infringe, violate, or misappropriate any third-party right or violate applicable law.
7.5 Usage Data and Deidentified Data. As between the Parties, Stackline retains all right, title, and interest in and to Usage Data and Deidentified Data. Usage Data and Deidentified Data are not Customer Data. Stackline may collect, use, and disclose Usage Data and Deidentified Data to operate, maintain, secure, support, and improve the Services and to develop and improve Stackline products and services.
8. CONFIDENTIALITY
8.1 Confidential Information. As used herein, “Confidential Information” means all confidential or proprietary information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of these Terms, business and marketing plans, pricing, product plans and roadmaps, technology and technical information, software, models, architectures, systems, processes, data, designs, trade secrets, and know-how. Confidential Information expressly includes Licensed Data, except to the extent such Licensed Data is lawfully incorporated into Work Product in accordance with Section 2.3 and used or disclosed in compliance with these Terms.Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the Disclosing Party; (ii) was rightfully known to the Receiving Party prior to disclosure without breach of any obligation owed to the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
8.2 Protection of Confidential Information. The Receiving Party shall use Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms and shall not disclose Confidential Information to any third party except to its employees, officers, contractors, Affiliates, and professional advisors who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall protect the Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of like importance.The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and discloses only the portion of Confidential Information legally required.
8.3 Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party may seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, to enforce this Section 8.
9. DATA SECURITY
9.1 Stackline will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data and will comply with applicable data protection laws in its processing of such Customer Data.
10. STACKLINE INDEMNIFICATION
10.1 Stackline Indemnification. During the Term, Stackline will defend, indemnify, and hold harmless Customer from and against any and all claims, causes of actions, demands, lawsuits, or proceedings brought by a third party (each a “Claim,” or collectively, “Claims”) and any liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs (each a “Loss,” or collectively, “Losses”) arising out of allegations that the Services infringe or violate third party intellectual property rights, provided that Customer: (a) gives Stackline prompt written notice of the Claim; (b) grants Stackline sole and complete control over the defense and settlement of the Claim; (c) provides assistance in connection with the defense and settlement of the Claim as Stackline may reasonably request; and (d) complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Services). Customer will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Stackline will have sole control over the defense and settlement of the Claim.
10.2 Exclusions from Obligations. Stackline will have no obligation under this Section 10 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (b) the Services are made to comply with designs, requirements, or specifications required by or provided by Customer, including pursuant to an Order Form, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of the Services by Customer for purposes not intended or outside the scope of the license granted to Customer; (d) Customer’s failure to use the Services in accordance with instructions provided by Stackline, if the infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Services not made or authorized in writing by Stackline where such infringement or misappropriation would not have occurred absent such modification.
10.3 Limited Remedy. This Section 10 states Stackline’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Services.
11. CUSTOMER INDEMNIFICATION
11.1 Indemnification Obligations. Customer will defend, indemnify, and hold harmless Stackline and its Affiliates, officers, directors, employees, agents, successors, and permitted assigns (each an “Indemnitee”) from and against any and all actual or threatened Claims and Losses arising out of or related to: (a) Customer’s unauthorized use of the Services, (b) Customer’s breach of any of the provisions of these Terms, (c) Customer Content, (d) Customer’s Marks, (e) Shopper OS Activations, (f) any Customer products sold through the Shopper OS Services, (g) the use of the Services by any Customer agent, subcontractor, or other third party not in accordance with these Terms, and (h) any Pages, Model Output, or other consumer-facing content generated through the Services and published or used by Customer.
11.2 Indemnification Procedures. Customer, at its own expense, will defend any Claim and has the right to control the defense of such Claim, provided that Stackline, at its own expense, may engage separate counsel to participate in the defense of any Claim and Customer agrees to cooperate fully with such counsel. Customer and its counsel agree to keep Stackline, and its counsel informed regarding the status of any Claim and cooperate fully with requests for information. Notwithstanding any other provisions of these Terms, Customer will not enter any Claim settlements which: (a) adversely affect the rights of Stackline; or (b) impose liabilities or obligations on Stackline which will not be satisfied by Customer’s payment or performance upon entry of such settlement.
12. LIMITATIONS OF LIABILITY
12.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS.
12.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL STACKLINE AND ITS AFFILIATES TOTAL LIABILITY ARISING OUT OF, OR RELATED TO, THESE TERMS (INCLUDING, BUT NOT LIMITED TO, WARRANTY CLAIMS), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO STACKLINE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
12.3 Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY STACKLINE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
13. THIRD-PARTY LINKS, SERVICES, & WEBSITES
13.1 Services may include information and content provided by third parties, including links to third-party websites, resources, and/or goods and services. Stackline is not responsible and will not be liable for any damages or losses caused by or relating to: (a) any content, advertising, products, or other materials on or available from such sites or resources, (b) the availability of or any errors or omissions in such websites or resources, or (c) any information handling practices or other business practices of the operators of such sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
14. GENERAL TERMS
14.1 Use of Customer Name. Stackline may use Customer Marks for the purpose of identifying the Customer as a customer on Stackline’s website or other promotional materials.
14.2 Relationship. Stackline will be, and function as, an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms.
14.3 Assignability. Neither Party may assign its right, duties, or obligations under these Terms without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed; provided, however, that a Party may assign these Terms without the other Party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees in writing to assume and fulfill all of the assigning Party’s obligations under these Terms.
14.4 Subcontractors. Stackline may utilize a subcontractor or other third party to perform its duties under these Terms so long as Stackline remains responsible for all its obligations under these Terms.
14.5 Notices. Any notice required or permitted to be given in accordance with these Terms will be effective when sent in writing by electronic mail or certified or registered mail, return receipt requested, to Stackline at address set forth below or to Customer at any address associated with Customer’s account, with the appropriate postage affixed. Notices are deemed given two business days following receipt. Any notice sent by email will be deemed to have been received at the time shown in a delivery confirmation report generated by the sender’s email system which indicates that delivery of the email to the recipient’s email address has been completed.
Stackline
920 5th Ave, Suite 3600
Seattle, WA 98104
Attn: General Counsel
With a copy to: legal@stackline.com
14.6 Force Majeure. Neither Party will be liable for, or be considered to be in default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, including without limit any fire, explosion, pandemic, power blackout, earthquake, flood, severe storm, acts of God, strike, embargo, labor disputes, act of war, terrorism, or acts of regulatory or governmental agencies (“Force Majeure”).
14.7 Governing Law. These Terms will be interpreted under and governed by the laws of the State of Washington, U.S.A., without reference to its conflicts of law principles. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington in connection with any action arising out of or in connection with these Terms.
14.8 Modification of these Terms. Stackline may revise these Terms from time to time. Any revised Terms will apply only to Order Forms executed after the effective date of such revisions, unless Customer expressly agrees otherwise in writing. For any Order Form executed prior to the effective date of revised Terms, the version of these Terms in effect at the time such Order Form was executed will continue to govern for the duration of that Order Form. Nothing in this Section obligates either Party to enter into any new Order Form.
14.9 Waiver. The waiver by either Party of any breach of any provision of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
14.10 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect.
14.11 Headings. The headings contained in these Terms are for convenience and reference purposes only and shall not be deemed to affect in any way the meaning or interpretation of any provision of these Terms.
14.12 Entire Agreement. These Terms and any applicable Order Forms contain the entire agreement of the Parties with respect to the subject matter of these Terms and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.
