Terms and Conditions.
These Terms and Conditions (“T&Cs”) are entered into as of the Effective Date and govern the relationship between Stashr, LLC (“Stashr”) the provider of the https://stashr.io/ and Salesforce AppExchange listing websites (the “Websites”) and the subscriber (“Subscriber”) that has signed up to the Websites, the signup to which these T&Cs are incorporated and the date of which shall constitute the effective date (“Effective Date”) for the purposes of these T&Cs.
1. Nature of the Services
Stashr offers back-up and recovery software as a service, including access to and use of Stashr’s technology platform (e.g. Websites and associated tools) (“SaaS”), and other services and technology (collectively, the “Services”) designed to allow businesses to easily recovery lost data or revert to prior functionalities in event of an update error. Subject to any restrictions herein or as set forth in our policies, guides, and manuals as updated and amended from time to time (“Documentation”), Stashr grants Subscriber, a limited, non-exclusive, non-transferable right for Subscriber to access and use the Services for the purposes set forth in these T&Cs and solely in connection with Subscriber’s use of Stashr’s SaaS (the "License"). This License terminates upon Subscriber’s cessation of use of the Services or upon the end of Subscriber’s Term (as defined below). The Services are made available to Subscriber via a portal in Subscriber’s Account. Subscriber shall (a) be responsible, at its expense, for obtaining its own Internet access, and any required hardware, software, or other technology to connect to the portal, (b) be responsible for its use and decisions relating to the Services, (c) prevent unauthorized access to or use of the Services and unauthorized disclosure of Stashr IP (defined below), and notify Stashr promptly of any such unauthorized access or use, and (d) use the Services only in accordance with applicable laws and Documentation. All rights not expressly granted to Subscriber are reserved by Stashr and its licensors or other providers. There are no implied rights.
2. Use of the Services
2.1 Subscriber’s Use
By establishing an Account (defined below), or accessing the Services, Subscriber represents and warrants that: (a) Subscriber is legally permitted to use the Services in their jurisdiction or in the jurisdiction in which the use of Services occurs, including accessing and using any Stashr IP, (b) Subscriber will not (or attempt to) purchase, sell, rent, or give away its Account, or create an Account using a false identity or information, (c) Subscriber will not engage in any automated use of the Services, including through the use of any code, software, scripts, robots, or similar automatic devices, to “crawl,” “scrape” or “spider” the Services or otherwise to copy, distribute, or misappropriate any information or other content from the Services, including Stashr IP, (d) Subscriber will not resell, lease, distribute, transfer, or otherwise make available the Services on a time-sharing or service bureau basis, (e) Subscriber will not decompile, disassemble, or reverse engineer the Services, in whole or in part, (f) Subscriber will not use or reference the Services to develop or offer a competing service or product, and (g) Subscriber will not make the Services available to any third-party other than as contemplated by these T&Cs.
2.2 Compliance
Subscriber agrees that activities performed under these T&Cs, including without limitation, transacting in digital offers or goods, may be regulated by international, federal, state and local laws, rules and regulations. Subscriber will comply with applicable laws, rules, and regulations related to these T&Cs and Subscriber’s use of the Services, including any transactions subscriber makes using the Services. Subscriber is not acting directly or indirectly on behalf of persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Asset Control (“OFAC”). Subscriber agrees not to access, download, or use the Services from any country in which such access, download, or use is prohibited by applicable law or regulation.
3. Trial Period
3.1 Offer
Subject to the terms of this Agreement, Stashr may offer a trial period of the Services ("Trial Period") to the Subscriber for fourteen (14) days from the date of accepting these T&Cs. The exact duration of the Trial Period may be specified in writing by an authorized Stashr LLC representative.
3.2 Usage
During the Trial Period, Stashr grants the Subscriber a limited, non-exclusive, non-transferable License to use the Services for evaluation purposes only.
3.3 End of Trial Period
At the end of the Trial Period, unless the Subscriber has requested and received written confirmation of an extension from an authorized Stashr representative, or has opted to become a paid Subscriber of the Services, all rights to access and use the Services will terminate. Upon the conclusion of the Trial Period, if the Subscriber chooses to continue using the Services, a separate Order Form will be provided based on client specifications.
4. Payments
In consideration for the rights granted, Subscriber will pay to Stashr, without offset or deduction, the Fees described in a separate fully executed Order Form. Fees may increase each Renewal Term. The Fees and other amounts payable by Subscriber to Stashr do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, excluding only taxes based upon Stashr’s net income. Subscriber will directly pay any such taxes assessed. Subscriber will indemnify, defend, and hold Stashr harmless from any such taxes, fines, or interest that Subscriber is responsible under these T&Cs or applicable law (except for taxes on Stashr’s income). All fees and other amounts payable by Subscriber under these T&Cs are non-refundable and non-cancellable, except as otherwise expressly provided. In the event that Subscriber’s account is overdue, Stashr will have the right, in addition to any other remedies under these T&Cs or pursuant to applicable law, to suspend Subscriber’s use of the Services, without further notice to Subscriber, until Subscriber has paid the full balance owed, plus any interest due at the rate of 18% per annum.
5. Ownership
Except for Subscriber Data (defined below), as between Stashr and Subscriber, Stashr (or its licensors) own all right, title, and interest in and to (a) all data, content, information, feedback, and performance-related data, content, or information arising from, collected by Stashr, or otherwise related to the Services, (b) the technology necessary or required to provide the SaaS and Services, including the “look and feel” of the Services, all Documentation thereto, and all software, ideas, processes, data, algorithms, text, media, and other content available on or arising from the Services; and (c) Stashr Marks (collectively, “Stashr IP”). Subscriber may not modify, duplicate, copy, reverse engineer, or reuse any portion of the Stashr IP other than as permitted under these T&Cs without Stashr’s prior express written consent.
6. Account
To access and use the Services, Subscriber must establish an account (“Account”). By creating an Account, Subscriber agrees to (a) provide accurate, current, and complete information; (b) maintain and update the information you provide to Stashr, as necessary; (c) maintain the security of your login credentials to your Account and accept all risks of unauthorized access to your Account; and (d) immediately notify Stashr if you discover or otherwise suspect any security breaches related to your Account or the Services. Each Account comes with ability for subscriber to enable use of Services by five (5) of Subscriber’s agents or employees (each an “User”). User access is for designated Users only and cannot be shared with or used by more than one User; provided, that designated Users may be replaced with other designated Users. Subscriber will be responsible for all Users’ compliance with this Agreement and other Documentation. You acknowledge and agree that Stashr is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account.
7. Subscriber Details
7.1 Onboarding and Interoperability
Stashr shall perform commercially reasonable on-boarding activities to assist Subscriber with Account and User set up and integration of the Services. Stashr may, upon agreement of the Parties, provide additional individualized Services and onboarding of Subscriber, the terms of which will be covered under a separate agreement between the Parties. After onboarding is completed, Stashr is not responsible for any omissions or errors as a result of Subscriber’s use of the Services in connection with any third-party applications or systems including Subscriber’s use of additional packages or configurations after onboarding is completed.
7.2 Maintenance and Support
Subject to Subscriber’s compliance with the terms and conditions of this Agreement and any other customer service or user service policies disclosed by Stashr from time to time, Stashr will provide Subscriber with commercially reasonable maintenance and support services for the Services (“Maintenance and Support Services”). Maintenance and Support Services will include provision of such updates, new features, enhancements to existing features, bug fixes, patches and other error corrections (collectively, “Updates”) as Stashr makes generally available free of charge to all customers of the Services then entitled to Maintenance and Support Services. Stashr may develop and provide Updates in its sole discretion, and Subscriber agrees that Stashr has no obligation to develop any Updates. Subscriber hereby accepts and agrees to all Updates and Subscriber further agrees that all Updates shall be deemed part of the Services, subject to all terms and conditions of this Agreement. Maintenance and Support Services do not include any new version or new release of the Services that Stashr may issue as a separate or new service, and Stashr may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion. Notwithstanding the foregoing, Stashr has no obligation to provide Maintenance and Support Services, including Updates: (a) for any but the most current version or release of the Services; or (b) if Subscriber is in breach under this Agreement. Unless otherwise provided, all support shall be provided via email or chat features.
7.3 Subscriber Data
Subscriber is responsible for Subscriber’s data and other content that it provides to Stashr in connection with its use of the Services, including any personally identifiable information of Subscriber or any third-party (“Subscriber Data”). Subscriber is solely responsible for the legality, reliability, integrity, accuracy and quality of the Subscriber Data. Subscriber represents, warrants, and covenants that it has secured all necessary rights, licenses, and authorizations from any other required third parties to provide Stashr the Subscriber Data for the purposes set forth hereunder. In no event will Stashr be responsible for any loss, destruction, alteration or disclosure of Subscriber Data. Subscriber hereby grants all rights and permissions in or relating to the Subscriber Data to Stashr as is necessary or useful to provide the Services, and for Stashr to enforce these T&Cs and exercise its rights hereunder. Stashr will not store any PII data. And Subscriber Data collected or retained will be treated in accordance with the Stashr Privacy Policy (https://stashr.io/privacy).
7.4 Stashr Marks
Stashr grants to Subscriber a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the trademarks, service marks, names, logos or other marketing collateral provided by Stashr for use under these T&Cs (the “Stashr Marks”) solely for purposes of marketing and granting permitted Users the right to access the Services subject to the terms and conditions set forth herein. Subscriber shall comply with any written guidelines provided by Stashr relating to appropriate use of the Stashr Marks, as may be updated from time to time upon notice by Stashr.
7.5 Confidential Information
Each party (the “Recipient”) acknowledges that, in the course of performing its rights and obligations under these T&Cs, the other party (the “Discloser”) may provide to Recipient certain information relating to Discloser or third parties that is of value to its owner and is treated as confidential (“Confidential Information”), including the Products and all documentation of the Services. Recipient will use the Confidential Information only in connection with performing its rights and obligations under these T&Cs and will not otherwise use or disclose the Confidential Information. Recipient may disclose the Confidential Information to its employees who have a bona fide need to know and who have executed a written agreement restricting use and disclosure of the Confidential Information to no less an extent as that required under these T&Cs. The obligations contained in this Section will not apply to the extent any information: (i) is or becomes public knowledge without the fault or action of Recipient; (ii) is rightfully known by Recipient at the time of disclosure without an obligation of confidentiality; or (iii) is rightfully received by Recipient from a third party without restriction on use or disclosure. Items (i) – (iii) shall be demonstrable by competent written evidence only. The obligations contained in this Section will not apply to any Confidential Information that is required to be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that, if allowed by law, Recipient gives reasonable notice to Discloser so that Discloser may contest such an order or requirement or that is required to be disclosed under applicable securities regulations. The obligations of the Recipient in this Section will continue during the Term and for three (3) years thereafter, except that for Confidential Information that qualifies as a trade secret under applicable law, the obligations in this Section will survive for as long as such Confidential Information is a trade secret.
8. Term and Termination
8.1 Term
The term of these T&Cs shall commence on the Effective Date and, unless, earlier terminated as set forth herein, shall continue for a period of one (1) year (the “Initial Term”); provided that the term shall thereafter automatically renew for successive terms each lasting one (1) year each (each, a “Renewal Term”), unless either Party provides the other Party at least sixty (60) days’ advance written notice of its desire not to renew prior to the end of the then-current Term. For clarity, these T&Cs shall continue to apply so long as Subscriber uses the Services. The Initial Term and any Renewal Terms may be collectively and individually referred to as the “Term” herein.
8.2 Termination
Either Party may terminate for the uncured material breach of the other Party or as expressly provided otherwise in these T&Cs. Stashr may suspend or terminate Subscriber’s access to the Services, at any time in its sole discretion, with or without notice if (a) there is a change to applicable law or regulations that restrict or prohibit the offering of the Services or (b) Stashr has a good faith concern that Subscriber’s use of the Services, including any transactions arising from such use, (i) violates a court order or judicial decree, (ii) violates applicable law or regulations, (iii) violates these T&Cs and Documentation, or (iv) may result in unreasonable risk to Stashr. Any terms and conditions, including without limitation payment obligations, disclaimers, Stashr’s IP, and limitations of liability, will continue to apply after termination or expiration as necessary to give effect to the intent of these T&Cs. Upon termination or expiration, Subscriber will cease using or accessing Stashr’s IP and each Party will return or destroy the other Party’s Confidential Information in its possession or control.
9. Disclaimer and Limitation of Liability
9.1 Disclaimer
SUBSCRIBER IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICES AND STASHR IP, INCLUDING ANY TRANSACTIONS ARISING FROM THE USE OF SUCH SERVICES AND STASHR IP. THE SERVICES ARE PROVIDED "AS IS" AND STASHR MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, ACCURACY, OR NON-INFRINGEMENT. STASHR MAKES NO REPRESENTATIONS OR WARRANTIES, NOR WILL STASHR HAVE ANY LIABILITY WITH RESPECT TO, THE SECURITY OF DIGITAL ASSETS, TRANSACTIONS ARISING FROM SUBSCRIBER’S USE OF THE SERVICES AND STASHR IP, OR THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICES.
9.2 Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OPPORTUNITIES, REVENUE OR SAVINGS) ARISING IN CONNECTION WITH THESE T&CS, THE SERVICES, OR STASHR IP BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STASHR’S TOTAL LIABILITY UNDER THESE T&CS OR RELATING TO THE SERVICES WILL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY THE SUBSCRIBER TO STASHR DURING THE PRIOR TWELVE (12) MONTHS UNDER THESE T&CS. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS, SUBSCRIBER’S MISUSE OF THE STASHR IP, OR A PARTY’S WILLFUL MISCONDUCT.
9.3 Third-Party Services
You understand and agree that the Stashr Services may require the use of third-party resources which are not under the direction or control of Stashr. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to use the Stashr Services. Additionally, if using the Stashr Services through the Apple Wallet or other mobile wallet platform(s), you may be subject to such third-party platform’s terms and conditions and privacy policies. You should review such third-party terms and conditions and privacy policies carefully.
9.4 Indemnification
Subscriber shall indemnify, defend and hold harmless Stashr including its officers, employees, and agents, against any and all loss, damage, or expense (including reasonable legal fees related to the defense of any claim) incurred by Stashr as a result of any third-party claim, action, or proceeding arising out of or related to: (a) Subscriber’s misuse of the Services; (b) Subscriber’s actual or alleged violation of these T&Cs; (c) Subscriber’s infringement or violation of any intellectual property, proprietary, or privacy rights of any third-party; (d) injury to person or property arising from Subscriber’s negligence, bad faith, willful misconduct, or reckless disregard relating to these T&Cs or the Services; (e) Subscriber’s use of any third partys’ data or personal information in violation of any applicable privacy policy or law; or (f) Subscriber’s actual or alleged violation of applicable law or regulation in connection with the Services, including any transactions arising from Subscriber’s use of the Services.
9.5 Dispute Resolution
These T&Cs shall be governed by and construed in accordance with the laws of the State of Arizona including any conflicts of law provisions of the laws of the State of Arizona. For any dispute regarding or in any way involving these T&Cs, the parties hereto hereby irrevocably and exclusively submit to the exclusive jurisdiction of the federal and state courts in Maricopa County, Arizona. The parties agree that a final non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts.
9.6 Notices
Except as otherwise stated in these T&Cs, each party giving or making any notice, consent, request, demand, certificate, or other communication pursuant to these T&Cs (each, a “notice”) shall provide the notice in writing and delivered to the email address listed for that Party on the Account registration page. A party may change the address to which a notice shall be delivered by giving written notice thereof to the other party in accordance with this Section.
9.7 Miscellaneous
The relationship between the Parties under these T&Cs is that of independent contractors and not partners, joint venturers or agents. Subscriber may not assign these T&Cs or its rights without the prior written approval of Stashr. These T&Cs and the Documentation state the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of these T&Cs. No waiver of any breach of these T&Cs, will be effective unless in writing and signed by an authorized representative of both Parties. These T&Cs may not be modified or amended without written agreement of the Parties. If any portion of any provision of these T&Cs are held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from these T&Cs, the validity and enforceability of the remaining portion of the provision and the other provisions of these T&Cs will not be affected or impaired, and these T&Cs will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision. Except with respect to Subscriber’s payment obligations, neither Party will be liable for, nor will either Party be considered in breach of these T&Cs due to any failure to perform its obligations under these T&Cs as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of data or supplies or any other cause which could not have been prevented by the non-performing Party with reasonable care. Subscriber authorizes Stashr to use Subscriber’s name in any routine list of Stashr clients and as a reference. Stashr may not use Subscriber’s name in any advertising or press release without the prior written consent of Subscriber.