Table of Contents
- Welcome to Stackit Digital, Inc.
- Your Account
- Your User Content
- Your Responsibilities
- Third-Party Services, Stackit Digital, Inc. E-Commerce, User Content, and Stackit Digital, Inc. Designers
- What We Own
- Our Rights
- Billing and Payment
- Stackit Digital, Inc. E-Commerce Functionality
- Intellectual Property Policy
- Disclaimer of Warranties and Limitation of Liability
- Changes to the Service
- Amendments, Notification Procedures, and Updates to the Agreement
- Dispute resolution
- US Economic Sanctions
1. Welcome to Stackit Digital!
Thank you for visiting the website of Stackit Digital, Inc. (collectively, the “Site”) and/or using Stackit Digital, Inc.’s software-as-a-service platform and the products, services, and features we make available to you as part of the platform (collectively, the “Service”). To learn more about how Stackit Digital, Inc. works, brand, including tone of voice, audiences, and messaging, visit www.stackitdigital.com.
These Terms of Service (“Terms'') govern your access to and use of Stackit Digital, Inc.’s Site and Service. We've tried to keep the Terms as straightforward as possible, If you have any comments or questions about these Terms, please email us and let us know.
1.2 Applicable Terms
Your use of the Service is subject to these Terms, as well as our Acceptable Use Policy, and Copyright Policy, (these documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”). As pertains to the Service, (1) the “Effective Date” of the Agreement is the earliest of the date of (a) your initial acceptance of these Terms (or Updated Terms, as applicable) and access to the Service through any online provisioning, registration, or order process; or (b) the effective date of the first Order Form between you and Stackit Digital, Inc. referencing this Agreement; and (2) the “Term” of the Agreement shall be as of the Effective Date until you terminate your Account. Notwithstanding the foregoing, for the avoidance of doubt, as pertains to the Site, these Terms remain in full force and effect as of the Last-Modified date above.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement or do not accept any part of it, then you are not permitted and may not use the Service.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE STACKIT DIGITAL, INC. SERVICE OR ANY RELATED STACKIT DIGITAL, INC. OFFERINGS, YOU ARE ACCEPTING ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE OR ANY RELATED STACKIT DIGITAL, INC.. OFFERINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.
IF YOU ARE USING OR ACCESSING THE SERVICE OR ANY RELATED STACKIT DIGITAL, INC. OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP, OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO STACKIT DIGITAL, INC.FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
SECTION 17 OF THESE TERMS CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
1.3 Who is Who
The Site and the Service are provided by Stackit Digital, Inc., a California company located at 2482 Oakshore Dr. Westlake Village, CA 91361(inclusive of our Affiliates, collectively referred to as “Stackit Digital, Inc.”, “Stackit Digital”, “we”, “us”, or “our”).
As used in the Agreement, “You” means the individual or entity you are accessing the Site or using the Service on behalf of. As used in the Agreement, Affiliates means, with respect to a party, an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
2. Your Account
The Service is available only for individuals aged 13 years or older or the digital age of consent in your country, if older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has an older age of majority), then you agree to review these Terms with your parent or guardian to make sure that both you and your parent or guardian understand these Terms and you agree to have your parent or guardian review and accept these Terms on your behalf. If you are a parent or guardian and are agreeing to these Terms for the benefit of a child over the age of 13 (or the digital age of consent in your country, if older), then you agree to accept full responsibility for that child’s use of the Service, including all financial charges and legal liability that they may incur. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where these Terms or use of the Service is prohibited or to the extent any offer, sale, or provision of the Service conflicts with any applicable law, rule or regulation.
2.2 Signing Up
2.3 Primary Email Address
You acknowledge that Stackit Digital, Inc. will use the email address you provide upon creating an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Stackit Digital, Inc., and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Stackit Digital, Inc. can only be authenticated if they come from your Primary Email Address.
2.4 Your Responsibility for Your Account
Please safeguard your Account and make sure others don't have access to your passwords and/or other authentication credentials (e.g., your Primary Email Address). You are responsible for taking all steps to ensure that no unauthorized person shall have access to your Account or Primary Email Address. If anyone other than yourself accesses your Account, they may perform any actions available to you and make changes to your Account and User Content. You agree that Stackit Digital, Inc. shall have no liability for any loss or damage resulting from your failure to maintain the security of your Account information. You agree to immediately notify us of any unauthorized use of your Account or password. If we believe your Account has been compromised, we may suspend or disable it until such time that the matter has been resolved.
If there is a dispute about Account or User Content ownership, we reserve the right to determine ownership based on our reasonable judgment in our sole discretion, whether or not an independent investigation has been conducted. However, if we cannot make such a determination, we reserve the right to not intervene in the dispute, suspend any Account(s) involved in the dispute, and/or take down User Content until the parties disputing such ownership reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, trademark certification) that may assist us in determining ownership. Below is a non-exhaustive set of factors we will consider when determining proper ownership:
- 2.5.1 Stackit Digital, Inc. will consider the owner of an Account as the person or entity who has access to the Primary Email Address for such account.
- 2.5.2 Stackit Digital, Inc. will consider the owner of User Content as the person or entity who has access to the Primary Email Address for the Account under which such User Content was created.
- 2.5.3 For Accounts that have paid any Fees (as defined in Section 8) for any use of the Service, Stackit Digital, Inc. may consider the owner of such Account and/or User Content created thereunder to be the person or entity whose billing details were used to pay such fees.
- 2.5.4 Notwithstanding the foregoing, if Stackit Digital, Inc. deems that the circumstances justify, Stackit Digital, Inc. shall have the exclusive right to adjudicate the ownership dispute of an Account and/or User Content in its sole discretion based on any information in its possession, including the factors set forth above.
3. Your User Content
3.1 Uploading User Content
If you have a Stackit Digital, Inc. Account, the Service may allow you to, among other things, publish or upload content to the Internet, including, but not limited to, website templates, blog or forum posts, images, photos, and videos. Any content you submit, post, display, or otherwise make available on or via the Service, including all Intellectual Property Rights (defined below) therein, is referred to as your “User Content.” To the maximum extent permitted by law, you agree to be fully responsible for the User Content that you create or submit to the Service and you further agree not to use the Service to create or submit any User Content that does not comply with the Agreement, including, but not limited to, Stackit Digital, Inc.’s Acceptable Use Policy.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
3.2 Rights you Grant
You retain ownership of your User Content. However, in order to provide the Service to you and others we need certain rights from you, as more fully described below. You alone are responsible for any of your User Content that may be lost or unrecoverable through your use of the Service. Accordingly, we encourage you to archive your User Content regularly and frequently. We have no obligation to store, maintain, or provide you a copy of your User Content.
3.3 License to Stackit Digital, Inc.
By providing User Content to the Service, you grant Stackit Digital, Inc. (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, modify, reproduce, display, and distribute your User Content on the Service for the limited purposes of operating and providing the Service to you (“User Content License”). You understand and agree that the Service is a public platform and other users may search for, see, use, and/or re-post any User Content that you make publicly available on the Internet via the Service.
3.4 Featuring your User Content and Marks
Notwithstanding the above, in our discretion, Stackit Digital, Inc. may choose to feature your User Content and/or your name, trade names, trademarks, logos, and other similarly identifying indicia included on your User Content (collectively, “Marks”). You hereby grant us, a non-exclusive, revocable, royalty free, worldwide right and license to display or otherwise use your published User Content or Marks for the limited purpose of Stackit Digital, Inc. marketing and promotional activities (e.g., we may feature your User Content or Marks on our website in our customer lists or social media accounts, etc.). You agree to waive any claims against us relating to any moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Content or Marks and any right of inspection or approval of any such use. All goodwill related to the use of your Marks by Stackit Digital, Inc., will inure to the benefit of the owner of such Marks. This section does not affect any rights you may have under applicable data protection laws. For clarity, you can revoke the licenses to Stackit Digital, Inc. to use and display your User Content and/or Marks by emailing us at email@example.com to notify us.
3.5 Removal of User Content by You
You may remove your User Content from and discontinue your use of the Service at any time. You must remove your User Content if you no longer have the rights required by these Terms.
3.6 Removal of User Content by Stackit Digital, Inc.
If any of your User Content (1) breaches the terms of this Agreement, including but not limited to the Acceptable Use Policy, or (2) causes or may cause harm to Stackit Digital, Inc., our users, or third parties, we reserve the right to limit, remove, or otherwise disable some or all of such User Content in our sole discretion. We will use reasonable efforts to notify you prior to taking any such action unless we reasonably believe that doing so would: (a) breach the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for Stackit Digital, Inc.; (b) compromise the integrity or operation of the Service; or (c) cause harm to any user, other third party, or Stackit Digital, Inc..
4. Your Responsibilities
4.1 Rights to User Content
You represent and warrant that you own or otherwise have obtained and shall maintain all necessary licenses, authorizations, rights, approvals, and permissions necessary to enter into and perform your obligations or exercise your rights hereunder, including without limitation the rights to display your User Content in the manner set forth in this Agreement. You represent and warrant that your User Content, and any use of your User Content by Stackit Digital, Inc. as authorized under this Agreement, will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party.
4.2 Compliance with Applicable Law
You represent and warrant that your use of the Service, including your User Content, shall comply with all applicable laws, rules, and regulations, including without limitation applicable privacy and data protection laws and applicable export or import controls, regulations, and sanctions.
4.3 Compliance with our Acceptable Use Policy
You represent and warrant that your use of the Service, including any User Content you create or publish via the Service, shall comply with our Acceptable Use Policy.
4.4 End Users
- Roles. For the purposes of this Agreement, Stackit Digital, Inc. is acting as a “service provider” to you, and you are a “customer” of the Service, regardless of whether you pay fees to obtain the Service. Any natural persons accessing or using your User Content are deemed your “End Users.” You agree that Stackit Digital, Inc. does not have a direct relationship with any of your End Users and Stackit Digital, Inc. is not responsible for how you process or otherwise handle any End User information. You acknowledge and agree that you are solely responsible for (1) providing any required notices and (2) obtaining all End User consents required under applicable data protection and marketing laws.
- Applicable laws. You may have additional obligations under local law other than those described in these Terms, particularly if you or your End Users are located outside of the United States. Such obligations may be more restrictive than these Terms. Use of the Service does not ensure compliance with such laws, nor is Stackit Digital, Inc. responsible for your compliance with such laws.
- Security safeguards. You will use all reasonable efforts to protect information collected from End Users via your use of the Service, including any personal information obtained from unauthorized access or use of your Account. You are solely responsible for configuring and implementing security controls to properly manage and secure your website cookies, website headers, DNS configurations, and subdomains, as well all similarly related web attributes. In the event you discover that any End User information collected by you has been breached, compromised, or inadvertently exposed to non-authorized third parties, you shall notify Stackit Digital, Inc. promptly of such a breach or exposure including the root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future.
- Security notification. You are responsible for providing any applicable notices to your End Users, third parties, or authorities under any applicable data breach notification statutes and related laws. You acknowledge and agree that you are solely responsible for any losses, personal injury, or property damage to End Users arising from or relating to your use of the Service.
4.5 Use of Software
To the extent you access or use any downloadable software components related to the Service (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Site where the Software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the object code of such Software for your personal, noncommercial use in accordance with these Terms. In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software.
You may not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. You do not have the right to sublicense the Service, download or modify any portion of the Service, or resell the Service. If you violate the Terms, we reserve the right to terminate your access to the Service without notice.
The Software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you, with or without your knowledge) as part of your use of the Software.
5. Third-Party Services, Stackit Digital, Inc. E-Commerce, User Content, and Stackit Digital, Inc. Designers
5.1 Third-Party Services
5.2 User Content; No Responsibility of Stackit Digital, Inc.
To the extent permitted by law, you acknowledge and agree that Stackit Digital, Inc. is not undertaking and assumes no responsibility, obligation or liability relating to User Content that you or any other user or third party posts or sends via the Service. Stackit Digital, Inc., its successors, assigns, employees, agents, directors, officers, and stockholders (i) do not undertake or assume any duty to monitor the Service for inappropriate or unlawful content and (ii) assume and shall have no responsibility or liability which may arise from your or any other user’s User Content, including, but not limited to, third-party claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. You agree that you are solely responsible for your User Content and the consequences of posting or publishing it, and that Stackit Digital, Inc. is only acting as a passive conduit and service provider for the online distribution and publication of your User Content. Notwithstanding the foregoing, Stackit Digital, Inc. reserves the right to take down User Content at any time in our sole discretion.
For the avoidance of doubt, we have not reviewed, and cannot review, all of the User Content published to or made available through the Service by our users or anyone else. We are not responsible for and do not necessarily hold the opinions expressed by our customers, users, content contributors, and third parties; such opinions and other statements are theirs alone, not the opinions of Stackit Digital, Inc.. User Content created by users or third parties is the sole responsibility of such users or third parties, and its accuracy and completeness are not endorsed or guaranteed. You may find certain User Content offensive, indecent, or objectionable; includes technical inaccuracies, typographical mistakes, or other errors; or violates or infringes the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties. We do not endorse any User Content or represent that any User Content is accurate, useful, or not harmful.
We may provide links to third-party website. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party website, and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party website is at your own risk and subject to the terms and conditions of use for such website. You expressly release us from any and all liability arising from your use of any third-party website.
6. What We Own
6.1 Stackit Digital, Inc.
Except for your User Content, all materials on or inherent to the Service, including the mini-applications that allow integrations with other applications and services (“Recipes”), the Service itself, and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, “Stackit Digital, Inc.”), including but not limited to the design, structure, arrangement, and “look and feel” of Stackit Digital, Inc., is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other Intellectual Property Rights and laws.
Other than as provided herein, Stackit Digital, Inc. does not grant to you or any user any license, express or implied, to Stackit Digital, Inc.. Except as expressly provided in the Agreement, no part of the Service or Stackit Digital, Inc. may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.
Subject to the terms and conditions of this Agreement, Stackit Digital, Inc. provides you with a non-exclusive, revocable license to use the Service, including the Recipes, as expressly permitted by the features and functionality of the Service and the terms of this Agreement. Stackit Digital, Inc. may terminate this license at any time for any reason or no reason.
We welcome your feedback, ideas, or suggestions (collectively, “Feedback”), but you agree that we may use your non-confidential Feedback without any restriction or obligation to you, even after this Agreement is terminated. This section does not limit or affect any rights you may have under applicable data protection laws.
7. Our Rights
7.1 Important Things We Can Do
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Service and its functionality; (b) we may suspend or discontinue parts or all of the Service; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Service; (d) we may terminate, suspend, restrict or disable access to your Account or parts, some of, or all of your User Content; and (e) we may change our eligibility criteria to use the Service (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Service in that jurisdiction).
7.2 Ownership Disputes
Sometimes ownership of an Account or site is disputed between third parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine the rightful Account or site owner and to transfer an Account or site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend or disable an Account and its related User Content until the disputing parties reach a resolution. We also may request documentation to help determine the rightful owner, including but not limited to a government-issued photo ID, credit card invoice, or business license.
8. Billing and Payment
Users of the Service may be required to provide their credit card details to Stackit Digital, Inc. or the payment service provider retained by Stackit Digital, Inc. (the “PSP”). Users will be responsible for paying all applicable fees related to their use of the Service (the “Fees”). You are solely responsible for all federal, state, and local taxes, including sales, use, VAT, or similar transaction taxes imposed on your paid subscription to the Service, unless you provide Stackit Digital, Inc. with a valid tax exemption certificate (“Taxes”). All taxes payable by you will be separately stated and exclusive of the Fees. Notwithstanding the foregoing, you will have no liability for taxes that are statutorily imposed on Stackit Digital, Inc., including taxes or fees based on Stackit Digital, Inc.’s net or gross income.
All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. We will immediately bill you upon any upgrade.
For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
For annual payment plans, the Service is billed up front for one (1) year subscription periods and is non-refundable. Your annual plan will automatically renew for successive one (1) year subscription periods, and you will be charged the applicable Fees on each annual anniversary of your purchase, unless you cancel your Account plan prior to the end of the then-current annual term. There will be no refunds or credits for partial terms of service, upgrade/downgrade refunds, or refunds for unused terms with an open account.
Certain credits may apply when you purchase an upgrade to the Service or switch from a monthly plan to an annual payment plan.
We reserve the right to change our fees and to institute new charges at any time (including, for clarity, for any renewal), upon notice to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Stackit Digital, Inc. in our sole discretion. Your use of the Service following such notification constitutes your acceptance of any new or increased fees.
10. Stackit Digital, Inc. E-Commerce Functionality
The Service includes features that enable you at your discretion to provide or sell products and services to, or otherwise collect payments from, your End Users (such activities, “E-Commerce Activities”). In order to conduct E-Commerce Activities, you must be 18 years or older or at least the age of majority in your country of residence, and you must provide your full legal name, current address, valid email address, and any other information we request. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership.
We are not a party to, and we are not liable for, your E-Commerce Activities. You are solely responsible for your E-Commerce Activities, and compliance with any laws or regulations related to them, including without limitation the following:
- You are solely responsible for: (a) all Taxes and fees associated with your E-Commerce Activities, including without limitation any Taxes related to the purchase or sale of products or services in connection with your E-Commerce Activities; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your End Users of required Taxes, and providing them with invoices as required by applicable law; (d) monitoring distance sales thresholds in the European Union (“EU”) and other indirect taxes (such as value-added tax or goods and services tax) and registration thresholds in the countries where you have customers or where you ship goods or provide services; and (e) registering for indirect taxes in countries where you are required to register. You also agree that any tax estimates, reporting or related materials that we may provide via the Service are for illustration purposes only, and you may not rely on them to comply with your tax obligations. We do not give tax advice, and nothing we say should be interpreted as such.
- You are solely responsible for fulfilling and delivering your products and services to your End Users as part of your E-Commerce Activities.
- You are solely responsible for any claims or warranties you make in connection with your E-Commerce Activities and any claims made by End Users against you.
- You are solely responsible for handling any comments or complaints related to your E-Commerce Activities, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on your Site so that your End Users can submit comments or questions to you.
- You must comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside. If you use the Service outside the United States, you are solely responsible for compliance with all applicable laws, including, without limitation, rules regarding acceptable online conduct, data privacy, and export and import regulations of other countries.
- For the avoidance of doubt, any User Content that a user offers for sale through the Service is the seller's sole responsibility, so you must look solely to the seller for any damages that result from your purchase or use of User Content. We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any User Content.
To accept payments from your End Users in connection with your E-Commerce Activities, you must create and connect your Stackit Digital, Inc. account to your Stripe account (the “E-Commerce Payment Processor”). Your relationship and account with the E-Commerce Payment Processor is governed by the E-Commerce Payment Processor’s policies, terms, and conditions you must agree to. By registering with the E-Commerce Payment Processor, you agree that you will not accept or process any payments related to your E-Commerce Activities under the Service that are connected with any prohibited businesses, business activities or business practices, which may vary from country to country. For the avoidance of doubt, we do not control and are not liable for any issues you have with the E-Commerce Payment Processor, or for any transaction you may enter into with or through the E-Commerce Payment Processor. The E-Commerce Payment Processor is a third party service, as described in Section 5 of the Terms. The E-Commerce Payment Processor may provide invoices for any transaction fees associated with your E-Commerce Activities.
11. Intellectual Property Policy
Stackit Digital, Inc. respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright, trademark, or other intellectual property right, please review our Copyright Policy and Trademark Policy and send the information detailed in the Copyright Policy to Stackit Digital, Inc.'s Copyright Agent at: Stackit Digital, Inc., 2482 Oakshore Dr., Westlake Village, CA 91361.
12.1 Confidential Information
We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security and reliability related information.
The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
13. Disclaimer of Warranties and Limitation of Liability
THE SERVICE AND ALL STACKIT DIGITAL, INC. IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANY STACKIT DIGITAL, INC. IP IS TO STOP USING THE SERVICE OR ANY SUCH STACKIT DIGITAL IP. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE OR THE STACKIT DIGITAL, INC. IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACKIT DIGITAL, INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF STACKIT DIGITAL, INC.IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY Stackit Digital, Inc. ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY STACKIT DIGITAL, INC.IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY STACKIT DIGITAL, INC. IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL STACKIT DIGITAL, INC., ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STACKIT DIGITAL, INC.HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
You agree to indemnify, defend, and hold harmless Stackit Digital, Inc. (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Service, including but not limited to your User Content, your E-Commerce Activities, and any claims by, on behalf of or against your End Users); (b) your violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party; (d) any claims from or by tax authorities in any country in relation to your E-Commerce Activities, including without limitation your sales to individual consumers (including distance sales) and other operations for which Stackit Digital, Inc. may be held jointly and severally liable.
15. Changes to the Service
Stackit Digital, Inc. is constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service. We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the Service without prior notice and liability for any or no reason, including if, in our sole determination, you violate any provision of this Agreement. You may discontinue or terminate your use of the Service at any time.
16. Amendments, Notification Procedures, and Updates to the Agreement
We reserve the right, in our sole discretion, to modify, update, or change these Terms from time to time (such modified terms, the "Updated Terms"), so we encourage you to review this page periodically. Notwithstanding, when we change the Agreement in a material manner, we will update the “Last Modified” date at the top of this page and use reasonable efforts to provide you with reasonable advance notice before the Updated Terms become effective. Stackit Digital, Inc. may provide such notifications, whether the notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Service, as determined by Stackit Digital, Inc. in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification by contacting us at firstname.lastname@example.org. You may be required to click to accept or otherwise agree to these Updated Terms, but in any event, your continued use or access of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Service. Updated Terms will be effective as of the date specified in the “Last Modified” date at the top of this page, and will apply to your use of the Service from that point forward. The previous Terms (or Updated Terms) will govern any disputes arising before the effective date of the applicable Updated Terms. If you do not agree to these Terms or any future Updated Terms, you may not use or access (and must discontinue any use or access to) the Service. Stackit Digital, Inc. is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
17. Dispute resolution
17.1 INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to Stackit Digital, Inc.. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to Stackit Digital, Inc.. Stackit Digital, Inc.’s address for such notices is Stackit Digital, Inc., 2482 Oakshore Dr. Westlake Village, CA 91361.
17.2 BINDING ARBITRATION. If you and Stackit Digital, Inc. are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $1,000, Stackit Digital, Inc. will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Stackit Digital, Inc. may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
17.3 EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the state of California with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
17.4 WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Stackit Digital, Inc. agree that any arbitration will be limited to the Dispute between Stackit Digital, Inc. and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Stackit Digital, Inc. ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Stackit Digital, Inc. otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
17.5 LOCATION OF ARBITRATION. Arbitration will take place in Los Angeles, California. You and Stackit Digital, Inc. agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the state of California and Federal courts located in Los Angeles, California have exclusive jurisdiction and you and Stackit Digital, Inc. agree to submit to the personal jurisdiction of such courts.
18. US Economic Sanctions
You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By using the Service, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the Service; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the Service in any manner that may cause Stackit Digital, Inc. to violate US export controls and sanctions. We reserve the right to restrict or block your access, or access by any of your End Users, to the Service and/or to terminate the Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.
Neither you nor Stackit Digital, Inc. may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Stackit Digital, Inc. may assign the Agreement in its discretion (including applicable Order Forms) to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
19.2 Governing law, international use, and users
The Agreement will be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Los Angeles County, California, and waive any objection to such jurisdiction or venue.
The Service is controlled and operated from its facilities in the United States. Although the Service may be accessible worldwide, we make no representation that the Service or the materials on the Service are appropriate or available for use in locations outside the United States, and accessing the Service from territories where its use is illegal is prohibited. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
19.3 Entire agreement/severability
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
19.4 No waiver
Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
19.5 Attorneys’ and accountants’ fees, remedies
In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that Stackit Digital, Inc.'s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Stackit Digital, Inc. shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Stackit Digital, Inc. may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of Stackit Digital, Inc. shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by Stackit Digital, Inc. of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.