Effective July 1, 2023
Agreement. These Terms of Use (“Terms” or “Agreement”) are a legal agreement between you and VulnExchange, Inc. DBA StackAware (“StackAware,” “we,” “our,” or “us”) and govern your use of all the text, data, information, software, graphics, photographs, and more that we and our affiliates may make available to you (all of which we refer to as “Documentation”), including our websites and any services or software that we may provide through any of our websites (the “Platform” or “Website” and together with the Materials, these “Service(s)”). The Services expressly exclude third-party processors that collect payment information on behalf of StackAware (“Payment Processors”).
Terms
StackAware “Users” are the people who have created a StackAware account (also referred to as “Customer(s)”).
A StackAware “Viewer” is a person who visits the StackAware Website but may or may not be a StackAware User.
If you are entering into these Terms on behalf of a company or other organization (collectively, “Organization”), you hereby represent and warrant that you are authorized to enter into these Terms on behalf of such Organization (“Authorized User”).
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THESE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THESE SERVICES IF YOU DO NOT ACCEPT THESE TERMS. THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH STACKAWARE.
IF YOU ARE A STACKAWARE USER, AUTHORIZED USER, OR VIEWER LOCATED IN OR A CITIZEN OF THE EUROPEAN ECONOMIC AREA, SWITZERLAND, OR UNITED KINGDOM, THE DATA PROCESSING ADDENDUM ACCOMPANIES THESE TERMS AND SETS FORTH OTHER TERMS OF OUR AGREEMENT THAT APPLY SOLELY TO THE EXTENT ANY INFORMATION YOU PROVIDE TO STACKAWARE INCLUDES PERSONAL DATA OF INDIVIDUALS LOCATED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, AND THE UNITED KINGDOM.
Scope.
StackAware’s Services allows for the communication about the exploitability and overall risk of vulnerabilities in software. You may access and use the Services only in accordance with these Terms.
When using the features of the Services you are subject to any agreements, policies, or guidelines applicable to such features that may be posted from time to time. All such agreements, policies or guidelines, including the Privacy Policy and Data Processing Addendum (as applicable) are hereby incorporated by reference into these Terms.
Custom work
Statements of Work. You or your Organization and StackAware may - upon mutual written consent - execute one or more statement(s) of work detailing specific tasks we will perform (as executed, a “Statement of Work”). Each Statement of Work will refer to this Agreement, will form a part of this Agreement, and will be subject to these Terms.
By explicitly naming specific sections of this Agreement, Statements of Work may modify this Agreement upon mutual written consent by both you and StackAware.
Performance of tasks. StackAware will perform the tasks described in each Statement of Work in accordance with each Statement of Work and this Agreement.
Data Usage.
Users can submit to and store in the Services information pertaining to the presence, absence, exploitability, impact, and overall risk of security vulnerabilities in software components and services (“Stored Data”).
You agree not to (and will not allow anyone else to) submit to or store in the Services any other type of information (“Prohibited Data”). Prohibited Data includes but is not limited to:
patient, medical, or other protected health information regulated by the United States Health Insurance Portability and Accountability Act (HIPAA);
credit, debit, bank account, or other financial account numbers;
social security numbers, driver's license numbers, or other unique and private government ID numbers; and
“Special categories of personal data” as defined by Article 9.1 of the European Union General Data Protection Regulation (GDPR).
While Users may delete Stored Data so that it does not appear any longer when querying it, it nonetheless remains present in the Services.
You grant StackAware a worldwide, irrevocable, royalty-free license to retain, analyze, and sub-license such Stored Data in accordance with the below conditions:
StackAware will take commercially reasonable measures to ensure the security of such Stored Data and will not release (without the User’s consent) to anyone outside of the User’s Organization (except for StackAware’s data subprocessors), or otherwise required by law, the following information:
Whether or not a User has created a discrete vulnerability, e.g. one identified by a Common Vulnerabilities and Exposures number such as CVE-1234-5678 and located in a discrete software component (“Vulnerability Instance”), using the Services, unless the User or another Authorized User from the same Organization has affirmatively confirmed the vulnerability to be not exploitable or that it is resolved through an available software update (“Non-Exploitable Vulnerabilities”).
The financial risk posed by one or more Vulnerability Instances to your Organization.
StackAware reserves the right, however, to share other Stored Data - or information derived from it - with business partners including but not limited to:
The time required for your Organization to generate an analysis for a specific Non-Exploitable Vulnerability or a group of any vulnerabilities.
The speed with which Users from other Organizations concur with or dissent from the analysis or analyses you or Authorized Users from your Organization have created in response to such Vulnerability Instances (a “Vulnerability Analysis”), as well as the relative frequency and nature of such Vulnerability Analyses.
We may collect information about the provisioning, use, and performance of the Services and related offerings based on Customer's or User's use of the Services (“Usage Data”). We may analyze and freely use Usage Data to maintain, improve, and enhance the Services without restriction or obligation.
Usage restrictions.
We invite you to use these Services for your individual or Organization’s purposes and not for the purposes of reselling ("Permitted Purposes").
Subject to these Terms, we grant you a limited, non-exclusive, and non-transferable license to use and to display the Documentation and a limited, non-exclusive, and non-transferable right to access and use the Service following the set-up of a Free Account or Paid Account as set forth below. You have no other rights in the Service and shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and to the extent Customer is a company or other organization, shall not permit any Authorized Users to:
copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any underlying software component of the Services, in whole or in part;
remove any proprietary notices from the Services or Documentation; or
knowingly use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. If you make copies of any portion of this Website while engaging in Permitted Purposes then you agree to keep on these copies all of our copyright and other proprietary notices as they appear on this Website.
Age restrictions. Our Service is not intended for and may not be used by individuals under 18 years of age and by registering for a StackAware account, you represent and warrant that you are at least 18 years of age. Creating an account with false information is a violation of our Terms, including creating an account on behalf of others or persons under the age of 18.
Account Setup.
To use the Website, you need to set up a StackAware account. You may establish either a free account (“Free Account”) or a paid account (“Paid Account”). StackAware reserves the right to terminate any Free Accounts that have been inactive for over 6 months.
When you create an account, we collect registration-related information, which includes your email address. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be sent an email detailing how to complete your registration. For so long as you use the account, you agree to provide true, accurate, current, and complete information. You are responsible for complying with these Terms when you access the Services, whether directly or through any account that you may set up through or on the Services. Because it is your account, it is your job to obtain and maintain all equipment needed for access to and use of this Services as well as paying related charges. You agree to choose a strong and secure password(s) and maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access the Services. Should you believe your password or security for the Services has been breached in any way, you must notify us within 1 hour of identification of this fact, per the instructions on our security page.
Payment Processors collect your billing information when you upgrade to a Paid Account. All information is protected in accordance with our Privacy Policy.
If your account is paid for by another party for you to use (for example, paid and managed by your employer), the party paying for your account has the right to control it, manage it, and get reports on your use of the Paid Account.
Subscription Period and Subscription Fees.
You agree to pay all applicable fees related to your use of the Services which are described fully on our pricing page or any applicable Statement of Work. By providing a payment method to a Payment Processor, you expressly authorize that partner to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, depending on your particular subscription and utilized services.
For renewals, StackAware will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes. Each month may include a price increase equivalent to the U.S. Bureau of Labor Statistics' Consumer Price Index (“CPI”) change from the second most recent month available to the most recent month available, plus an additional 3% increase, unless we notify you of a different rate before each month’s billing period begins. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that StackAware will have no liability to you arising out of the acts or omissions of such third parties. If applicable, you agree to maintain current billing information with the appropriate Payment Processor.
BY CREATING A PAID ACCOUNT, YOU CONSENT TO ALLOW STACKAWARE TO CHARGE YOUR PAYMENT METHOD THROUGH ITS PAYMENT PROCESSOR, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED. PLEASE PRINT OUT THESE TERMS FOR YOUR RECORDS.
Renewal/Cancellation. Paid Accounts will automatically renew for the same subscription period unless you cancel the account by the end of the then-current subscription period. You can cancel your account at any time by contacting customer service at support@stackaware.com. Cancellation will be effective immediately. Please note that after you cancel your account you will:
be immediately downgraded to a Free Account;
be eligible to immediately re-upgrade to a Paid Account by paying the applicable fees;
still be able to create vulnerability analyses in response to vulnerabilities created by other users;
not be able to add additional vulnerabilities to the Platform
lose access to the advanced risk management features, if applicable;
not be entitled to a refund of any fees paid; and
still be required to pay any outstanding fees incurred prior to cancellation.
Legal Compliance. You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website. StackAware reserves the right to investigate complaints or reported violations of our Terms and to take any action we deem appropriate, including but not limited to canceling your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy. You agree to promptly notify StackAware in the event that you are made aware of any unauthorized or illegal use of the Website.
Intellectual Property. Our Services may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos, and any and all intellectual property provided to Customer or any Authorized User in connection with the Services (“StackAware IP”). Your use of our Services does not constitute any right or license for you to use such service marks/trademarks. Our Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of our Website is strictly prohibited. Your use of our Services do not grant you ownership rights of any kind in our Website, Platform, or Services or Materials. StackAware reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the StackAware IP.
Notices and Messages.
By using the Services, you consent to receive emails from us. These emails may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These emails are part of your relationship with us.
You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary.
Links to Other Websites. Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. StackAware has no control over the legal documents and privacy practices of third party websites, and by using them, you may be giving those third parties permission to use or control your information in ways StackAware would not. As such, you access any third-party websites at your own risk.
Forums.
Certain areas of this Website are public-facing and allow you to interact with others (e.g., the StackAware blog and the idea portal) (together, “Forums”). These Forums may permit you to submit feedback, information, data, text, software, messages, or other materials (each, a "Submission"). We love hearing from our Users! It's incredibly helpful and helps us to make a better StackAware for all. If you choose to provide a Submission, either directly to us or via a Forum, you agree that we can use them without any restrictions or compensation to you.
Any information that you post in a Forum might be read, collected, and used by others who access it. To request removal of your information from a Forum, contact privacy@stackaware.com. In some cases, we may not be able to remove your information, in which case we will let you know that, and why.
You agree that you are solely responsible for all of your Submissions and that any such Submissions are considered both non-confidential and non-proprietary. If you use Forums, you also understand that anyone could see your Submissions. StackAware does not endorse, nor are we required to pre-screen your Submissions (although we reserve the right to), and, like elsewhere on the Internet, Submissions from other people could offend you. Further, we do not guarantee that you will be able to edit or delete any Submission you have submitted.
By submitting any Submission, you are promising us that you own all rights in your Submission, your Submission does not infringe on the rights of others, your Submission does not violate any laws or regulations.
You grant to us an irrevocable royalty-free license to copy, modify, publish and display your Submission, and to make, use (and permit others to use) your Submission for any purpose (including, without limitation, to use your Submission in our Website).
We are not obligated to publish any information or content on our Forum and can remove information or content at our sole discretion, with or without notice.
Unauthorized Activities.
Any use of these Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use which may result in the violation of various United States and international copyright laws, the deletion of your StackAware account, or a block from the Services. Unless you have written permission from us stating otherwise, you are not authorized to use these Services in any of the following ways (these are examples only, and the list below is not a complete list of everything that you are not permitted to do):
To create a competing product, resell or broker the Services to any third-party;
In a manner that modifies, publicly displays, publicly performs, reproduces, or distributes any of the Services;
In a manner that violates any relevant law or the Terms of this Agreement, including but not limited to anything that is illegal in the jurisdiction where the User and/or Authorized User is located;
To stalk, harass, spam, or harm another individual, organization, or business;
To disclose information that you do not have permission to disclose;
To impersonate any person or entity, misstate your Personal Data, or otherwise misrepresent your affiliation with a person or entity;
To interfere with or disrupt the Services or servers or networks connected to the Services;
To attempt to bypass or subvert any security measures in place or gain unauthorized access, except when acting in accordance with the Vulnerability Disclosure Policy (https://vdp.stackaware.com)
To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services, except when doing so via a properly authorized Application Programming Interface (API);
To submit or store Payment Card Industry data (such as credit card numbers) without using an authorized StackAware Payment Processor;
To disclose any types of information listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)) or other relevant privacy regulations, including medical or health insurance information, education information, employment information, credit or debit card information, or any other financial information, driver’s license, or other government identification number;
To disclose or collect any types of information considered to be protected classification characteristics under California or other relevant law, including Age (if 40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth, and related medical conditions), sexual orientation, veteran or military status, and genetic information (including familial genetic information); and
To disclose or collect any information defined by relevant laws as biometric information, or any information that falls within the definition of “special categories of data” under EU Data Protection Laws, “protected health information” under California or other relevant law or regulations. “Special categories of data” include, for example, information about an individual’s race, ethnic origin, politics, religion, trade union membership, genetics, biometrics, health, sex life, sexual orientation, or criminal records.
Indemnification. You alone are responsible for any violation of these Terms by you. You agree to indemnify and hold StackAware, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners, and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees (“Losses”), resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Stored Data, or the use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates any applicable law or regulation and any Third-Party Claims based on Customer’s or any Authorized User’s:
negligence or willful misconduct;
use of the Services in a manner not authorized by this Agreement;
use of the Services in combination with data, software, hardware, equipment, or technology not provided by StackAware or authorized by StackAware in writing; or
modifications to the Services not made by StackAware, provided that Customer may not settle any Third-Party Claim against StackAware unless StackAware consents to such settlement, and further provided that StackAware will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Warranty Disclaimer.
THE SERVICES ARE PROVIDED "AS IS" AND STACKAWARE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STACKAWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STACKAWARE MAKES NO WARRANTY OF ANY KIND THAT THE STACKAWARE IP, OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. STACKAWARE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY INTEGRATIONS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
Limitation of Liability.
STACKAWARE WILL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY DOCUMENTATION TO OR FROM THE WEBSITE. IN NO EVENT WILL STACKAWARE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL STACKAWARE’S AGGREGATE LIABILITY OR STACKAWARE’S INDEMNIFICATION OBLIGATIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO STACKAWARE IN CONNECTION WITH THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $100.00.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND STACKAWARE’S AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF YOU HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
Local Laws; Export Control.
We control and operate the Services from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following applicable local laws.
Entities meeting any of the below criteria are prohibited from using the Services (a “Prohibited Party):
Physically located in a United States embargoed country; or
Listed on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists; or
Named on the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
StackAware and you shall comply with all relevant United States export control laws and regulations. Without limiting the foregoing: (a) you acknowledge that the Services may be subject to the United States Export Administration Regulations; (b) you affirm that you are not a Prohibited Party, nor will you permit one to create or use a StackAware account; and (c) you are responsible for complying with any local laws and regulations which may impact your right to import, export, access, or use the Services.
Dispute Resolution and Arbitration; Class Action Waiver.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This provision facilitates the prompt and efficient resolution of any dispute that may arise between you and us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This provision provides that all disputes between you and us will be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney’s fees). YOU AND STACKAWARE AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution. For all disputes, you must first give us an opportunity to cure or resolve the dispute.
This must first done by emailing us at legal@stackaware.com the following information:
your name,
your address,
a written description of your claim, and
a description of the specific relief you seek.
If we do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration.
Arbitration Procedures. Any dispute or claim arising out of or related to this Agreement, or breach or termination thereof, will be finally settled by binding arbitration in Delaware, United States pursuant to the International Arbitration Rules and Procedures of JAMS then in effect, by a single JAMS arbitrator with substantial experience in resolving complex commercial contract disputes. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will apply Delaware law to the merits of any dispute or claim, without reference to rules of conflict of law, and shall have the authority to award any and all available remedies, including legal and equitable relief. The parties may apply to any Delaware court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. Actions initiated by either party to this Agreement for injunctive relief to enforce its rights or any dispute or claim arising in connection with this Agreement that is not subject to arbitration, shall be heard and determined in any state or federal court sitting in the State of Delaware. The parties expressly and irrevocably consent and submit to the personal jurisdiction of any of such Delaware courts in any such action or proceeding; and (ii) waive any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, or forum non conveniens or any similar basis.
Class Action Waiver. Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and StackAware specifically agree to do so following initiation of the arbitration.
Other. You understand and agree that by accepting this provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This provision will survive the termination of your account with us or our affiliates and your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this provision if a dispute between us arises.
General Terms.
If we feel that you are not complying with these Terms, we will likely tell you. We may even provide you with recommended necessary corrective action(s) if possible. However, certain violations of these Terms, as determined by us, may require immediate termination of your access to this Website without prior notice to you.
The Federal Arbitration Act, Delaware state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms to the fullest extent permitted by applicable law. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in the State of Delaware. Except as otherwise set forth in the dispute resolution provision, if any of these Terms are deemed inconsistent with applicable law, then such term(s) will be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms, together with our Privacy Policy and Data Processing Addendum (as applicable), contain the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between StackAware and you about the Services. Any definitions found in the forgoing are hereby adopted by reference in this Agreement. The rights of StackAware under our Terms will survive the termination of this Agreement. No additional terms, conditions, consent, waiver, alteration, or modification shall be binding unless in writing and signed by both parties. Acceptance of any order by StackAware is expressly limited to the Terms of this Agreement. Any proposed additional or inconsistent terms or conditions, including those in or accompanying any Customer proposal, any Customer purchase order, or other agreement or any other Customer document issued in connection with the sale or delivery of Products or Services is deemed by StackAware to be a material change and is objected to and rejected by StackAware. StackAware acceptance of any orders will not constitute acceptance of any terms or conditions contained therein.
In no event shall StackAware be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond StackAware reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber attack, riot or other civil unrest, strikes, epidemics, contractor difficulties, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Unless Customer has specifically notified StackAware to the contrary in writing to legal@stackaware.com, StackAware may disclose your company as a customer of StackAware and may use your company’s name and logo on the Website and in StackAware promotional content in accordance with Customer’s brand guidelines or related documentation if provided by Customer. StackAware will be granted a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free right and license (the "Trademark License") to use, display and reproduce such party's name, logo, trademarks and service marks (the "Trademarks"). Both acknowledge that the other party's Trademark is and will remain the exclusive property of such party.
Changes. We may amend our Terms at any time by publishing revised Terms on our Website and/or by sending an email to the address you gave us. These Terms are current as of the Effective Date set forth above. If any changes are made to these Terms, we’ll post them on this page, so please be sure to check back periodically. If you continue to use StackAware after those changes are in effect, you agree to the revised Terms. Therefore, it is important for you to periodically review our Terms to make sure you still agree to them. If you object to any such modifications, your sole recourse will be to cease using this Website. StackAware reserves the right to change any and all features of our Services, at any time, without notice.
Canada. The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.
Contact Us. If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us legal@stackaware.com.