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Terms of Use
LAST UPDATED ON 5/1/2025
1. Introduction
These Terms and Conditions are agreed to by (i) STACK Construction Technologies, Inc. (“STACK”), a Delaware corporation, having its principal place of business at 9999 Carver Road, Suite 300, Cincinnati, Ohio 45242, (ii) the Customer (as defined below) and (iii) You, the Authorized User (as defined below) accessing the Services on behalf of Customer. By logging in and continuing to use the Services (as defined below), You represent that (1) You are over 18 years old, (2) You are an Authorized User of a legal entity in the commercial construction or related industry, (3) You agree to abide by these Terms and Conditions, and (4) You have the authority to accept these Terms and Conditions on behalf of Customer. For the avoidance of doubt, to the extent there is a separate written agreement between STACK and Customer governing Your use of any Service, such separate written agreement shall prevail.
The purpose of these Terms and Conditions is to set forth the general terms and conditions applicable to your use of any Service (as defined below). THESE TERMS AND CONDITIONS REPRESENT A BINDING AGREEMENT BETWEEN STACK AND YOU. DO NOT USE, OR CONTINUE TO USE, ANY SERVICE UNTIL YOU HAVE CAREFULLY READ THESE TERMS AND CONDITIONS. BY USING A SERVICE, YOU AS AN AUTHORIZED USER ARE AGREEING TO THESE TERMS AND CONDITIONS, INCLUDING THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. BY USING A SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THEIR TERMS, WITH RESPECT TO SUCH SERVICE. If you do not agree with any part of these Terms and Conditions with respect to a particular Service, then you must stop use of such Service immediately. If you have any questions about these Terms and Conditions, then please contact: STACK Construction Technologies, Inc., 9999 Carver Road, Suite 300, Cincinnati, Ohio 45242, Attn: Legal or email at legal@stackct.com.
2. Definitions
2.1 “Agreement” shall individually and collectively refer to these Terms and Conditions together with any Order Form (as defined below) and any separate document with respect to the Services agreed in writing by the parties, if any.
2.2 “Application” means any software application owned, developed, licensed and/or maintained by STACK and made available for download, access and/or use, as the context may require, including, without limitation, the following applications: STACK®. The Application shall include all components and developmental add-ons (including but not limited to the API) which went into building the application, as well as the drawings and all other information, including but not limited to project location, project details, bid date and bidders, which may reside in the Application.
2.3 “Authorized User” means, with respect to an Application, You as any natural person, entity, business, enterprise and/or computer application or process that Customer is permitted by STACK to grant access to such Application, including, without limitation, (a) an employee of Customer, or (b) any third party (including any consultant, subcontractor, agent, vendor, client or other person) Customer may designate to access the Application on behalf of Customer, and/or in connection with, Customer’s permitted use of the Application.
2.4 “Content” refers to Drawings (as defined below) and all other files, data, and other information or materials uploaded by, or on behalf of, you to an Application or the Site in connection with your use of a Service.
2.5 “Customer” refers to the person for whom or the business entity for which (a) the registration process was completed or (b) an active Agreement exists.
2.6 “Device” means any device upon which an Application can be downloaded, installed, accessed and/or used.
2.7 “Documentation” means the online or other documentation provided by STACK as part of, or in the course of providing, a Service, including, without limitation, any documentation describing an Application and/or its use. You shall use the Documentation only as expressly permitted in this Agreement.
2.8 “Drawings” is defined as any plans, blueprints, drawings, documentation, specifications, and related design information.
2.9 “Free Customer” is defined as any Customer using the Services during a free trial period or under a free subscription offering, if one exists. Such offering may be described from time to time at https://www.stackct.com/takeoff-and-estimate-pricing/#terms or https://www.stackct.com/build-and-operate-pricing/#terms .
2.10 “Order” means an order for a Service placed by a Customer and accepted by STACK, or a proposal for a Service offered by STACK and accepted by Customer, whether by executing an Order Form, by purchasing access to such Service by downloading the applicable Application and making payment for such access by credit card or other electronic means, if available, or by downloading and/or using the applicable Application for a free trial, if available.
2.11 “Order Form” means an order form, proposal, agreement or other document executed by Customer that specifies a Service, if any, purchased by the Customer and such other information reasonably required by STACK in order to provide such Service, including, without limitation, the Subscription Term, if applicable, fees and payment terms.
2.12 “Owner” is defined as the person or legal entity which holds legal title and rights to the Drawings.
2.13 “Privacy Notice” means the STACK Privacy Notice, as amended from time to time in accordance with its terms and posted to the Site at https://www.stackct.com/privacy/.
2.14 “Professional Services” means training, onboarding, program management, consultive and other related or similar services delivered by STACK.
2.15 “Service(s)” means, individually or collectively, an Application, the Site (as defined below), any Professional Services agreed to in writing, and any AI Services (as defined in Section 4.1) incorporated therein.
2.16 “Site” means, individually or collectively, www.stackct.com and www.smartuse.com and all related URLs owned, and/or operated, by STACK.
2.17 “Subscription Term” means a stated period, if any, of days, weeks, months or years during which the Service may be used by Customer and its Authorized Users, and provided by STACK, as specified in the Order Form.
3. License
3.1 License. Subject to your compliance with the Agreement, during the Subscription Term, if applicable, or such other time period as described or contemplated in the applicable Order Form for a Service, STACK hereby grants Customer a non-exclusive, revocable and non-transferable right to download, install, access and/or use, as the case may be, the Application using a designated username and password for each Authorized User (“Credentials”), and to use the applicable Documentation, all solely in conjunction with Customer’s licensed use of the Service for facilitating the estimating or design process and potentially to build the project. This license shall terminate upon the termination of this Agreement.
Use of the Services is restricted solely to the Authorized Users of the Customer. Customer shall assign each authorized person a unique username and password. Each unique username and password may be used to access the Services by only one person. Customer shall ensure that Customer’s Authorized Users do not share Credentials and that only Authorized Users whom Customer has purchased a license for access the software. Customer and its Authorized Users shall be responsible for maintaining and protecting such Authorized User’s Credentials and the Content. Customer agrees that STACK may charge its account or payment method for the actual number of Users that access the Services system. Customer is solely responsible for any activity of users logged into such Authorized User’s account, whether or not such activity was authorized. All obligations and responsibilities of Customer shall apply to Authorized Users of Customer unless explicitly stated or dictated otherwise by context, and Customer is responsible for ensuring Authorized Users compliance with this Agreement. You should immediately notify STACK of any unauthorized use of an Authorized User’s account or if your email (or other unique identifier if applicable) or password has been hacked, stolen or compromised in any way. If you discover that someone is using your password or account without your consent, then you shall notify STACK immediately. In such event, STACK reserves the right to suspend or discontinue all or part of your access to the Services until such time STACK is reasonably satisfied that someone is not using your password or account without your consent.
In addition to and notwithstanding anything to the contrary herein, the Services may not in any event be used or be permitted to be used in any manner that is competitive with STACK’s provision of the Services. STACK assumes no responsibility for the reproduction, distribution, or use of any Drawings other than in accordance with the terms and conditions of this Agreement. Unless the Customer obtains the prior consent of the Owner of any Drawing, Customer shall be liable to the Owner of any Drawing in the event that Customer reproduces, uses or distributes the Drawing in any way inconsistent with the terms of this Agreement.
3.2 Proprietary Rights. You acknowledge that (a) all right, title and interest in, and to, the Services, the Applications, the Site and the Documentation including all report formats, screen displays, and menu features, and all patents, copyrights, trade secret rights, trademarks, trade names, services marks and other proprietary rights embodied therein, or associated therewith, are those of, and shall remain with, STACK and/or its third party licensors, if applicable; (b) this Agreement conveys no right, or interest, in the Services, the Applications, the Site or the Documentation other than a limited right to use the same in accordance with the Agreement; (c) the Services, the Applications, the Site and the Documentation are protected by the copyright laws of the United States, Canada and international treaties; and (d) STACK asserts that the Services, the Applications, the Site and the Documentation embody valuable confidential and secret information of STACK, the development of which required the expenditure of considerable time and money. Title and ownership rights to the Drawings including copyrights, mask work rights, patents, trademarks, trade secrets, and other intellectual property rights, as well as all copies thereof reside and shall remain in the Owner. The Drawings embody the proprietary and trade secret information of the Owner, who owns the copyrights therein. All copies of the Drawings made by the Customer and its Authorized Users shall bear the proprietary markings (be they patent, copyright or trade secret) of Owner borne by the copies transmitted by Owner to Customer or its Authorized Users and in the same form and location as the original. At our request, upon the earlier of the termination of the Customer’s license to the Drawings or the completion of the bidding process if the Customer is not selected to perform services on the project, Customer shall destroy all Drawings together with all copies (including electronic files containing the Drawings), modifications, and merged portions in any form.
3.3 Your Content. (a) You may upload Content through the Application in connection with your use of the applicable Service. STACK does not own any of your Content. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of your Content. Such Content shall be stored and/or backed–up on STACK’s servers or on servers of third parties, as the case may be, for a particular Application, as reasonably necessary for STACK to provide its Services. STACK will not share your Content with non-affiliate third parties without your permission, except to meet its obligations to Customer under the Agreement or as otherwise may be provided in the Privacy Notice. (b) You represent and warrant that (i) you are the legal custodian or owner of all of your Content and have the full right, power, and authority to use, transmit, process, and store your Content using a Service; and (ii) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (A) advocates, promotes, incites, instructs, informs, assists, or otherwise encourages, violence or any illegal activities; (B) infringes, or violates, the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or STACK, or any rights of publicity or privacy of any party; (C) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (D) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (E) is harmful to minors; (F) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (G) violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising). (c) Customer and each Authorized User acknowledge that other Authorized Users may have access to your Content, and you acknowledge the risks in allowing other Authorized Users access to your Content, including the risk that (i) your Content is deleted, modified, corrupted or destroyed by other Authorized Users within a Service; (ii) that files containing your Content are contaminated by viruses or other malware introduced by other Authorized Users; (iii) that confidential information in such Content is made available to other Authorized Users; and (iv) that such Content could be subsequently disclosed or otherwise made available to third parties by other Authorized Users under circumstances where the confidentiality of such Content is not protected. STACK shall not be responsible for the deletion, modification, corruption, destruction or loss of your Content resulting from any action or inaction of Customer or any other Authorized User. (d) Customer and its Authorized Users acknowledge that the Services are automated (e.g., Content is uploaded and submitted using software tools) and that STACK personnel may access any Content to provide the Services, including, but not limited to, the following: (i) during any service interruption, as necessary to restore the applicable Content; (ii) to troubleshoot any issue with the Services or to help improve the Services; or (iii) as deemed necessary or advisable by STACK to ensure compliance with this Agreement or to conform to legal requirements or comply with legal process. (e) The Services include features that allow you to share Content with others and/or to make it public. There are many things that users may do with that Content (including copying it, modifying it, and/or re-sharing it). STACK has no responsibility for such activity. You should consider carefully what you choose to share or make public. (f) If STACK processes any personal data on Customer’s behalf when performing its obligations under the Agreement, Customer and its Authorized Users hereby agree that Customer shall be the data controller and STACK shall be a data processor and in any such case: (i) Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where Customer and the users of the Service are located in order to provide the Services and to carry out STACK’s other obligations under the Agreement; (ii) Customer shall ensure that Customer is entitled to transfer the relevant personal data to STACK so that STACK may lawfully use, process and transfer the personal data in accordance with the Agreement on Customer’s behalf; (iii) Customer shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and (iv) Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
3.4 Restrictions on Use. In connection with your access or use of a Service, you agree to not misuse the Services. For example, you must not, and must not attempt to, use a Service to do any of the following: (1) Breach any law, third party rights or any applicable codes or regulations; (2) probe, scan, or test the vulnerability of any system or network; (3) send unsolicited or unwelcome messages; (4) collect or store personal data about others without permission; (5) access, tamper with, or use non-public areas of the Site or an Application, shared areas you have not been invited to, or STACK or any third-party computer systems; (6) breach or otherwise circumvent any security or authentication measures; (7) Customer shall not decompile or otherwise reverse engineer or decode the Applications; (8) Customer shall not take or refrain from taking, directly or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, or use of Applications; (9) plant malware or otherwise use the Site or an Application to distribute malware; (10) interfere with, or disrupt, any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Site or an Application; (11) send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; (12) publish anything that is fraudulent, misleading, or infringes another’s rights; (13) undertake promotions or general marketing or sales activity; (14) impersonate or misrepresent your affiliation with any person or entity; or (15) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry or religious, racial or ethnic hatred.
3.5 Certain Obligations. (a) You are responsible, at your expense, for obtaining and maintaining all of the hardware, software, internet and other services that you may need to use a Service. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID’s or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of a Service. (b) You (i) shall not interfere, or attempt to interfere, with or disrupt the integrity, security, functionality or proper operation of a Service; (ii) shall not attempt to copy, alter, modify, adapt, translate or create derivative works of any Service, any Application or the Documentation; (iii) shall not attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of any Application; (iv) shall not attempt to discover or use any license keys, access codes, passwords or similar information made available to STACK or others from time to time in connection with any Service; (v) shall not attempt to discover, access, read, alter, destroy, or damage any data or other information stored via any Service by any other party; (vi) shall not disclose or make any Password(s) available to any other person; (vii) shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, an ordered Service, (viii) shall provide truthfully and accurately provide all information about Customer and its Authorized Users requested as part of the Registration process or use of the Services, and (ix) shall not provide any email address to STACK that is a “temporary” email address, a “disposable” email address, or is otherwise created for the primary purpose of providing such email address to STACK. (c) You are fully responsible for all user activities that occur on any Service under your Password(s). (d) Customer and its Authorized Users shall cooperate with any security measures that are provided by STACK as a part of a Service. Since STACK’s sole intent in implementing such measures will be to prevent the unauthorized use, duplication and/or transfer of the Service, as the case may be, under no circumstances will STACK employ any such measure to interfere with Customer’s normal and permitted operation of the Service.
3.6 Suspension, Limitation or Termination. STACK shall be entitled in accordance with the terms of the Agreement, without liability to you, to suspend, terminate or limit your access to, or use of, the Services or any portion thereof at any time if you breach any term of the Agreement. In addition, STACK shall have the right, without liability to you, to suspend, terminate or limit your access to, or use of, a Service or any portion thereof if such access is suspended, terminated or limited by STACK’s service providers for any reason, including, without limitation, in the event (i) that a service provider determines that such Service is being used in violation of applicable federal, state or local law or ordinance; (ii) that a service provider determines that such Service is being used in an unauthorized or fraudulent manner; (iii) that a service provider determines that your use of such Service violates such service provider’s acceptable use policy, (iv) that a service provider determines that the use of such Service adversely affects such service provider’s equipment or service to others; (v) that a service provider is prohibited by an order of a court or other governmental agency from providing such Service; (vi) of a denial of service attack or any other event which a service provider determines, in its sole discretion, may create a risk to its service or to any other customers if such Service was not suspended; or (vii) of a security incident or other disaster that impacts such Service or the security of any content stored via such Service. Your access to, and use of, such Service may also be suspended for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion or all of such Service for any reason, including as a result of power outages, system or internet failures or other interruptions, or any other acts, omissions or failures on the part of STACK’s service providers.
3.7 Obligations to Free Customers. STACK shall have no obligation to store or maintain access to data input or generated by a Free Customer, nor shall STACK have any obligation to store or maintain Customer’s access to Drawings or other data stored within or generated by the Services after termination of this Agreement.
3.2 Proprietary Rights. You acknowledge that (a) all right, title and interest in, and to, the Services, the Applications, the Site and the Documentation including all report formats, screen displays, and menu features, and all patents, copyrights, trade secret rights, trademarks, trade names, services marks and other proprietary rights embodied therein, or associated therewith, are those of, and shall remain with, STACK and/or its third party licensors, if applicable; (b) this Agreement conveys no right, or interest, in the Services, the Applications, the Site or the Documentation other than a limited right to use the same in accordance with the Agreement; (c) the Services, the Applications, the Site and the Documentation are protected by the copyright laws of the United States, Canada and international treaties; and (d) STACK asserts that the Services, the Applications, the Site and the Documentation embody valuable confidential and secret information of STACK, the development of which required the expenditure of considerable time and money. Title and ownership rights to the Drawings including copyrights, mask work rights, patents, trademarks, trade secrets, and other intellectual property rights, as well as all copies thereof reside and shall remain in the Owner. The Drawings embody the proprietary and trade secret information of the Owner, who owns the copyrights therein. All copies of the Drawings made by the Customer and its Authorized Users shall bear the proprietary markings (be they patent, copyright or trade secret) of Owner borne by the copies transmitted by Owner to Customer or its Authorized Users and in the same form and location as the original. At our request, upon the earlier of the termination of the Customer’s license to the Drawings or the completion of the bidding process if the Customer is not selected to perform services on the project, Customer shall destroy all Drawings together with all copies (including electronic files containing the Drawings), modifications, and merged portions in any form.
3.3 Your Content. (a) You may upload Content through the Application in connection with your use of the applicable Service. STACK does not own any of your Content. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of your Content. Such Content shall be stored and/or backed–up on STACK’s servers or on servers of third parties, as the case may be, for a particular Application, as reasonably necessary for STACK to provide its Services. STACK will not share your Content with non-affiliate third parties without your permission, except to meet its obligations to Customer under the Agreement or as otherwise may be provided in the Privacy Notice. (b) You represent and warrant that (i) you are the legal custodian or owner of all of your Content and have the full right, power, and authority to use, transmit, process, and store your Content using a Service; and (ii) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (A) advocates, promotes, incites, instructs, informs, assists, or otherwise encourages, violence or any illegal activities; (B) infringes, or violates, the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or STACK, or any rights of publicity or privacy of any party; (C) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (D) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (E) is harmful to minors; (F) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (G) violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising). (c) Customer and each Authorized User acknowledge that other Authorized Users may have access to your Content, and you acknowledge the risks in allowing other Authorized Users access to your Content, including the risk that (i) your Content is deleted, modified, corrupted or destroyed by other Authorized Users within a Service; (ii) that files containing your Content are contaminated by viruses or other malware introduced by other Authorized Users; (iii) that confidential information in such Content is made available to other Authorized Users; and (iv) that such Content could be subsequently disclosed or otherwise made available to third parties by other Authorized Users under circumstances where the confidentiality of such Content is not protected. STACK shall not be responsible for the deletion, modification, corruption, destruction or loss of your Content resulting from any action or inaction of Customer or any other Authorized User. (d) Customer and its Authorized Users acknowledge that the Services are automated (e.g., Content is uploaded and submitted using software tools) and that STACK personnel may access any Content to provide the Services, including, but not limited to, the following: (i) during any service interruption, as necessary to restore the applicable Content; (ii) to troubleshoot any issue with the Services or to help improve the Services; or (iii) as deemed necessary or advisable by STACK to ensure compliance with this Agreement or to conform to legal requirements or comply with legal process. (e) The Services include features that allow you to share Content with others and/or to make it public. There are many things that users may do with that Content (including copying it, modifying it, and/or re-sharing it). STACK has no responsibility for such activity. You should consider carefully what you choose to share or make public. (f) If STACK processes any personal data on Customer’s behalf when performing its obligations under the Agreement, Customer and its Authorized Users hereby agree that Customer shall be the data controller and STACK shall be a data processor and in any such case: (i) Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where Customer and the users of the Service are located in order to provide the Services and to carry out STACK’s other obligations under the Agreement; (ii) Customer shall ensure that Customer is entitled to transfer the relevant personal data to STACK so that STACK may lawfully use, process and transfer the personal data in accordance with the Agreement on Customer’s behalf; (iii) Customer shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and (iv) Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
3.4 Restrictions on Use. In connection with your access or use of a Service, you agree to not misuse the Services. For example, you must not, and must not attempt to, use a Service to do any of the following: (1) Breach any law, third party rights or any applicable codes or regulations; (2) probe, scan, or test the vulnerability of any system or network; (3) send unsolicited or unwelcome messages; (4) collect or store personal data about others without permission; (5) access, tamper with, or use non-public areas of the Site or an Application, shared areas you have not been invited to, or STACK or any third-party computer systems; (6) breach or otherwise circumvent any security or authentication measures; (7) Customer shall not decompile or otherwise reverse engineer or decode the Applications; (8) Customer shall not take or refrain from taking, directly or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, or use of Applications; (9) plant malware or otherwise use the Site or an Application to distribute malware; (10) interfere with, or disrupt, any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Site or an Application; (11) send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; (12) publish anything that is fraudulent, misleading, or infringes another’s rights; (13) undertake promotions or general marketing or sales activity; (14) impersonate or misrepresent your affiliation with any person or entity; or (15) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry or religious, racial or ethnic hatred.
3.5 Certain Obligations. (a) You are responsible, at your expense, for obtaining and maintaining all of the hardware, software, internet and other services that you may need to use a Service. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID’s or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of a Service. (b) You (i) shall not interfere, or attempt to interfere, with or disrupt the integrity, security, functionality or proper operation of a Service; (ii) shall not attempt to copy, alter, modify, adapt, translate or create derivative works of any Service, any Application or the Documentation; (iii) shall not attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of any Application; (iv) shall not attempt to discover or use any license keys, access codes, passwords or similar information made available to STACK or others from time to time in connection with any Service; (v) shall not attempt to discover, access, read, alter, destroy, or damage any data or other information stored via any Service by any other party; (vi) shall not disclose or make any Password(s) available to any other person; (vii) shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, an ordered Service, (viii) shall provide truthfully and accurately provide all information about Customer and its Authorized Users requested as part of the Registration process or use of the Services, and (ix) shall not provide any email address to STACK that is a “temporary” email address, a “disposable” email address, or is otherwise created for the primary purpose of providing such email address to STACK. (c) You are fully responsible for all user activities that occur on any Service under your Password(s). (d) Customer and its Authorized Users shall cooperate with any security measures that are provided by STACK as a part of a Service. Since STACK’s sole intent in implementing such measures will be to prevent the unauthorized use, duplication and/or transfer of the Service, as the case may be, under no circumstances will STACK employ any such measure to interfere with Customer’s normal and permitted operation of the Service.
3.6 Suspension, Limitation or Termination. STACK shall be entitled in accordance with the terms of the Agreement, without liability to you, to suspend, terminate or limit your access to, or use of, the Services or any portion thereof at any time if you breach any term of the Agreement. In addition, STACK shall have the right, without liability to you, to suspend, terminate or limit your access to, or use of, a Service or any portion thereof if such access is suspended, terminated or limited by STACK’s service providers for any reason, including, without limitation, in the event (i) that a service provider determines that such Service is being used in violation of applicable federal, state or local law or ordinance; (ii) that a service provider determines that such Service is being used in an unauthorized or fraudulent manner; (iii) that a service provider determines that your use of such Service violates such service provider’s acceptable use policy, (iv) that a service provider determines that the use of such Service adversely affects such service provider’s equipment or service to others; (v) that a service provider is prohibited by an order of a court or other governmental agency from providing such Service; (vi) of a denial of service attack or any other event which a service provider determines, in its sole discretion, may create a risk to its service or to any other customers if such Service was not suspended; or (vii) of a security incident or other disaster that impacts such Service or the security of any content stored via such Service. Your access to, and use of, such Service may also be suspended for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion or all of such Service for any reason, including as a result of power outages, system or internet failures or other interruptions, or any other acts, omissions or failures on the part of STACK’s service providers.
3.7 Obligations to Free Customers. STACK shall have no obligation to store or maintain access to data input or generated by a Free Customer, nor shall STACK have any obligation to store or maintain Customer’s access to Drawings or other data stored within or generated by the Services after termination of this Agreement.
4. Artificial Intelligence Terms
4.1 AI Services. “AI Services” are services that are labeled or described by STACK as including, using, powered by, or being an Artificial Intelligence (“AI”) system.
4.2 Reverse Engineering. Customer and its Authorized Users may not use the AI Services to discover any underlying components of the models, algorithms, and systems. For example, you may not repeatedly submit different versions of content with various changes with the intent of determining how such changes affect the output of the AI Services, and you may not try to determine or adjust the weights of the models.
4.3 Extracting Data. Customer and its Authorized Users may not use web scraping, web harvesting, or web data extraction methods to extract data from the AI Services.
4.4 Limits on use of data from the AI Services. Customer and its Authorized Users may not use the AI Services, or data from the AI Services, to create, train, or improve (directly or indirectly) any other AI Service.
4.5 Use of Your Content. As part of providing the AI Services, STACK will process and store your inputs to the service as well as output from the Services. STACK may use your inputs or outputs to train the AI Services and for the purposes of monitoring for and preventing abusive or harmful uses or outputs of the Services. Customer Content may be viewed by STACK’s personnel for evaluating the outputs of STACK’s AI Services. Customer hereby grants STACK a license to use Customer Content for the purposes described in this Section 4.5 (not limiting of any other license or rights granted to STACK elsewhere in these Terms and Conditions) and warrants that Customer has the full right, power, and authority to grant such license.
4.6 Third-Party Claims. Customer is solely responsible for responding to any third-party claims asserted against Customer regarding Customer’s use of the AI Services in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to content output during your use of the AI Services).
4.7 Accuracy. Customer acknowledges that STACK’s AI Services may not be 100% accurate, and Customer agrees to use these AI Services at its own risk.
4.2 Reverse Engineering. Customer and its Authorized Users may not use the AI Services to discover any underlying components of the models, algorithms, and systems. For example, you may not repeatedly submit different versions of content with various changes with the intent of determining how such changes affect the output of the AI Services, and you may not try to determine or adjust the weights of the models.
4.3 Extracting Data. Customer and its Authorized Users may not use web scraping, web harvesting, or web data extraction methods to extract data from the AI Services.
4.4 Limits on use of data from the AI Services. Customer and its Authorized Users may not use the AI Services, or data from the AI Services, to create, train, or improve (directly or indirectly) any other AI Service.
4.5 Use of Your Content. As part of providing the AI Services, STACK will process and store your inputs to the service as well as output from the Services. STACK may use your inputs or outputs to train the AI Services and for the purposes of monitoring for and preventing abusive or harmful uses or outputs of the Services. Customer Content may be viewed by STACK’s personnel for evaluating the outputs of STACK’s AI Services. Customer hereby grants STACK a license to use Customer Content for the purposes described in this Section 4.5 (not limiting of any other license or rights granted to STACK elsewhere in these Terms and Conditions) and warrants that Customer has the full right, power, and authority to grant such license.
4.6 Third-Party Claims. Customer is solely responsible for responding to any third-party claims asserted against Customer regarding Customer’s use of the AI Services in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to content output during your use of the AI Services).
4.7 Accuracy. Customer acknowledges that STACK’s AI Services may not be 100% accurate, and Customer agrees to use these AI Services at its own risk.
5. STACK Responsibilities
5.1 Support. STACK shall provide commercially reasonable support to Customer for technical issues on regular business days, Monday through Friday, from 8 AM to 8 PM Eastern Time, with response within three (3) business days of notification. Customer shall designate a support contact for communicating support issues to STACK. Customer shall provide such notice and a reasonable description of the problem by telephone to a number specified by STACK or by electronic mail to an address specified by STACK, or as allowed through the Application.
5.2 Maintenance. STACK shall update and/or upgrade the Services from time to time as necessary or desirable in STACK’s sole opinion. The foregoing notwithstanding, STACK shall make available to Customer all updates and/or upgrades made generally available to all customers of the Services.
5.2 Maintenance. STACK shall update and/or upgrade the Services from time to time as necessary or desirable in STACK’s sole opinion. The foregoing notwithstanding, STACK shall make available to Customer all updates and/or upgrades made generally available to all customers of the Services.
6. Customer Responsibilities
Customer is responsible for (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to use the Services, (b) obtaining access to the Internet, and (c) downloading from the Application and installing any necessary plug-ins. All fees associated with these items are the responsibility of the Customer. Customer is responsible for complying with all federal, state and local laws and regulations when using the Services, including, but not limited to, complying with The Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227 and 47 C.F.R. § 64.1200, as amended from time to time. Customer grants permission for STACK to communicate with Customer via email, text message, facsimile or telephone from time to time and as needed for all issues related to the Services, including but not limited to support, training, updates, or other business purposes.
7. Third-Party Providers
7.1 STACK engages Third-Party Providers in order to provide the Services. Customer agrees to comply with all requirements and restrictions that Third-Party Providers may impose on directly, or indirectly by imposition on STACK, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement to the extent STACK provides prior written notice to Customer of such requirements and restrictions imposed by additional Third-Party Providers not set forth below. Customer acknowledges that provision of the Services is subject to, and dependent upon, adequate delivery of products and services by the Third-Party Providers. For Customer’s convenience, STACK has set out in this Section 7 links to the terms and conditions of these Third-Party Providers with which the Customer is required to comply. The Customer further acknowledges that, by entering into the Agreement, the Customer agrees to comply with the respective terms and conditions of Third-Party Providers, which currently include the Third-Party Providers set out below. Third-Party Providers and their terms of supply may change from time to time during the Term of the Agreement. For purposes of clarity, nothing in the terms and conditions of these Third-Party Providers shall be deemed to expand STACK’s obligations to Customer or limit Customer’s obligations to STACK that may be set forth in these Terms and Conditions, an Order Form, or other agreement between Customer and Stack. In accordance with Section 11 of the Agreement, STACK’s liability is reduced to the extent that loss or damage of any kind is caused, or contributed to, by Third-Party Providers.
7.1.1. Nearmap. STACK engages Nearmap to provide users of the Services with the ability to retrieve aerial GPS images. By entering into the Agreement, Customer and its Authorized Users agree to the Nearmap Terms of Service (and additional third party terms and conditions referred to in Section 8 of Nearmap’s terms and conditions) as they apply to Customer and its Authorized Users: https://www.nearmap.com/legal/previous-product-specific-terms.
7.1.2. Workpack. STACK engages Workpack to provide artificial intelligence-based applications for use with and integration into the Services. By entering into the Agreement, Customer and its Authorized Users agree to the Workpack Terms of Service (and any additional third-party terms and conditions referred to therein) as they apply to Customer and its Authorized Users: https://www.workpack.ai/terms-and-conditions
7.2 Open-Source Software. The Software includes third-party open-source code software (“Open-Source Software”). Any Open-Source Software provided hereunder is provided pursuant to such Open Source Software license terms and conditions. Upon reasonable notice to Customer, STACK has the right to replace software provided to Customer as part of Open-Source Software with software that has similar functionality. The license terms associated with Open-Source Software require that STACK provide copyright and license information to Customer. A list of the Open-Source Software included in the Software and available to Customer from STACK, the applicable license terms, and how to obtain the Open-Source Software (if not already provided to You as part of the Software) are provided in the Software notice.txt file or similar file, and/or accompanying documentation. Any provisions in this Agreement which differ from any Open-Source Software license are offered by STACK alone and not by any other party. ALL OPEN-SOURCE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND STACK DISCLAIMS ALL WARRANTIES WITH REGARD TO OPEN-SOURCE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL STACK OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE OPEN-SOURCE SOFTWARE EVEN IF STACK OR ITS CUSTOMERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THIS LIMITATION WILL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM STACK’S OR ITS CUSTOMERS’ NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
8. Fees and Payment
8.1 Fees. Unless otherwise on an Order Form, no fees are incurred by a Free Customer. Any subscription fees paid by the Customer entitle the Customer to the number and type of licenses specified on the Order Form or other agreement that may be used by Customer or its Authorized User. Customer agrees to pay all fees for the Services and Professional Services as set forth in an Order Form, in any applicable statement of work, or at the rates in effect when the charges were incurred, as the case may be. STACK will be entitled to change these fees at any time by posting new fee rates on-line at www.stackct.com or notifying the Customer by email.
8.2 Billing and Payment. Unless otherwise provided in an Order Form or a statement of work, as the case may be, Customer shall pay each invoice at the time of purchase. Fees for Services and Professional Services shall be invoiced on the estimated date(s) set forth in an Order Form or a statement of work, as the case may be, or as otherwise mutually agreed by STACK and Customer. All amounts not paid when due will bear interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law. Fees shall be invoiced, and shall be payable, in the currency set forth in the Order Form or statement of work, as the case may be, or as otherwise permitted by STACK in its sole discretion. Customer shall provide its accounts payable contact information in an Order Form or by such other means as reasonably requested by STACK and promptly provide STACK with any changes or updates to such information.
8.3 Taxes. Fees for Services do not include sales, use, withholding, value added, excise or similar taxes unless expressly indicated in an Order Form. Any applicable tax will be added to such fees. Customer shall pay all such taxes relating to the Services provided under the Agreement (other than taxes based upon STACK’s gross revenue or net income). If any of such taxes are paid by STACK, then Customer will, upon request, reimburse STACK for such taxes, together with any interest charged on such taxes by the applicable taxing authority if not due to STACK’s delay.
9. Term, Termination and Renewal
9.1 Term. Unless terminated earlier in accordance with its terms, the Agreement with respect to a particular Service will remain in effect until the end of the Subscription Term for such Service, if any, or such other time period as described or contemplated in the applicable Order Form for such Service (the “Initial Term”). This Agreement shall automatically renew for successive renewal terms of twelve (12) (each a “Renewal Term”), depending upon the Customer’s choice and subscription fees shall be automatically charged to previously used credit card information or ACH if available, unless Customer provides 30-day notice to STACK prior to the end of then current Initial Term or Renewal Term. Customer will be charged the subscription fees in effect at the time of renewal.
9.2 Termination by STACK. Customer agrees that STACK, in its sole discretion and without notice or liability to Customer or any third party, may terminate or suspend an Authorized User’s account with respect to any or all Services if STACK believes that an Authorized User has violated, or acted inconsistently with, any term of the Agreement. STACK may terminate the Agreement with respect to any or all Services upon notice to Customer if Customer or any of its Authorized Users (a) breaches any obligations set forth in Sections 4 or attempts to assign this Agreement in violation of the provisions of Section, or (b) breaches any other obligation under the Agreement and fails to cure such breach within thirty (30) days after notice thereof. Upon such termination, STACK may terminate the passwords of Customer’s Authorized Users and may remove, and discard, any Content uploaded, posted or otherwise stored by you using the Services that gave rise to such breach, if any.
9.3 Effect of Termination. Upon termination of the Agreement with respect to a particular Service, neither Customer, nor any of its Authorized Users, shall make any further use of such Service. Termination of the Agreement shall not affect any obligations accrued prior thereto, including any payment obligations. Section 2, 3.2, 3.3(b)-(f), 3.4, 3.5, 3.6, 7, 9, 10, 11, 12, 13, 14, and 15 shall survive termination of the Agreement with respect to any or all Services in accordance with their respective terms. No termination of this Agreement or suspension of access to the Services shall release Customer from any obligation to pay STACK any amount that has accrued or becomes payable at or prior to the date of termination. Customer shall not be entitled to any refund of any fees paid to STACK as a result of a termination or Customer’s discontinued use of the Service. Customer hereby expressly waives Customer’s rights to invoke Article 2129 of the Civil Code of Quebec. Following termination of the Agreement, your Content, to the extent stored on a server accessible by STACK, will be preserved for ninety (90) days (the “Retention Period”). After the Retention Period, such Content may be permanently deleted from STACK’s servers and unrecoverable. After the Retention Period, STACK makes no representations or warranties as to the preservation or integrity of any Content, and you hereby agree that STACK shall have no obligation to retain Content after the Retention Period, unless otherwise prohibited by law. For purposes of clarity, the Retention Period shall not apply to any Free Customers, and STACK owes no obligations to any Free Customers with respect to retaining any Content for any period of time.
9.2 Termination by STACK. Customer agrees that STACK, in its sole discretion and without notice or liability to Customer or any third party, may terminate or suspend an Authorized User’s account with respect to any or all Services if STACK believes that an Authorized User has violated, or acted inconsistently with, any term of the Agreement. STACK may terminate the Agreement with respect to any or all Services upon notice to Customer if Customer or any of its Authorized Users (a) breaches any obligations set forth in Sections 4 or attempts to assign this Agreement in violation of the provisions of Section, or (b) breaches any other obligation under the Agreement and fails to cure such breach within thirty (30) days after notice thereof. Upon such termination, STACK may terminate the passwords of Customer’s Authorized Users and may remove, and discard, any Content uploaded, posted or otherwise stored by you using the Services that gave rise to such breach, if any.
9.3 Effect of Termination. Upon termination of the Agreement with respect to a particular Service, neither Customer, nor any of its Authorized Users, shall make any further use of such Service. Termination of the Agreement shall not affect any obligations accrued prior thereto, including any payment obligations. Section 2, 3.2, 3.3(b)-(f), 3.4, 3.5, 3.6, 7, 9, 10, 11, 12, 13, 14, and 15 shall survive termination of the Agreement with respect to any or all Services in accordance with their respective terms. No termination of this Agreement or suspension of access to the Services shall release Customer from any obligation to pay STACK any amount that has accrued or becomes payable at or prior to the date of termination. Customer shall not be entitled to any refund of any fees paid to STACK as a result of a termination or Customer’s discontinued use of the Service. Customer hereby expressly waives Customer’s rights to invoke Article 2129 of the Civil Code of Quebec. Following termination of the Agreement, your Content, to the extent stored on a server accessible by STACK, will be preserved for ninety (90) days (the “Retention Period”). After the Retention Period, such Content may be permanently deleted from STACK’s servers and unrecoverable. After the Retention Period, STACK makes no representations or warranties as to the preservation or integrity of any Content, and you hereby agree that STACK shall have no obligation to retain Content after the Retention Period, unless otherwise prohibited by law. For purposes of clarity, the Retention Period shall not apply to any Free Customers, and STACK owes no obligations to any Free Customers with respect to retaining any Content for any period of time.
10. Warranties
10.1 Limited Warranty. STACK warrants solely to Customer (and not to any individual Authorized User) that, during the Subscription Term, if applicable, or such other time period of use as described or contemplated in the applicable Order Form, the ordered Service will conform in all material respect to the description of such Service set forth in its Documentation (the “Service Limited Warranty”) and that all Professional Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Without limiting the foregoing, STACK does not warrant that (a) any Service will meet Customer’s requirements; (b) any Service will operate without interruption or be error free; or (c) any Content will be accurate or reliable. Furthermore, STACK is not responsible for delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. Customer acknowledges and agrees that the Services may be subject to limitations, delays and other problems inherent in the use of the internet, servers that are hosted by third-party providers and such related network and communications infrastructure.”
10.2 Exclusive Remedy for Breach of Warranty. If the ordered Services do not conform to the Service Limited Warranty, then STACK shall, at its option and expense, either: (a) use reasonable efforts to correct any such non-conformities in such Service or provide Customer with a workaround; (b) correct any errors or discrepancies in the Documentation; or (c) at STACK’s sole discretion, refund a pro-rata portion of the fee paid by Customer for such Services based upon the remaining time in the Subscription Term, if any. If the use of such Service is for other than a stated period in the applicable Order Form (e.g., for the duration of an estimated project length), then STACK will refund to Customer a pro-rata portion of the paid fees for such Service as equitably and reasonably determined by STACK. STACK shall have no liability for any claim based upon (i) improper use of a Service or use of a Service not in accordance with instructions provided by STACK; (ii) any modification of a Service that is not done by STACK; or (iii) errors caused by the infrastructure, network, communications facilities, including the internet, other software or hardware used to access a Service. If the ordered Professional Services do not conform to the Professional Service Limited Warranty, then STACK shall, at its option and expense reperform the Professional Services. The foregoing states Customer’s sole remedy and the exclusive obligation of STACK with respect to claims of breach of the Services Limited Warranty.
10.3 Disclaimer of Other Warranties. STACK is not responsible for the accuracy, completeness, appropriateness, or legality of the Content, files, user posts, or any other information you may be able to access using a Service. Ultimately it is your responsibility to check that your Content as displayed on the Site and/or the Application is an accurate rendering of your Content as originally uploaded. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO AN APPLICATION, THE SITE OR A SERVICE. STACK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF SERVICE, WHETHER MADE BY STACK EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THE AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY STACK FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF STACK WHATSOEVER. SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, STACK DOES NOT WARRANT OR REPRESENT THAT A SERVICE WILL BE CONTINUOUS, SECURE, ACCURATE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT STACK’S SERVERS, SITE OR APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT STACK’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, PERSONAL INFORMATION OR CONTENT BY THIRD PARTIES. ADDITIONALLY, STACK PROVIDES NO WARRANTIES WHATSOEVER TO ANY FREE CUSTOMERS.
10.4 Customer Warranty. Customer warrants that (1) the Services will only be used for the intended purposes as stated within the scope of this Agreement, (2) that Customer and its Authorized Users will not infringe the intellectual property rights of STACK, (3) that Customer and its Authorized Users will comply with all laws and regulations relating to your use of a Service, including, without limitation, those relating to export and import, privacy and personal data protection.
10.5 Beta Testing. The warranties described in these Terms do not apply to any Services (including AI Services) that are being tested. By using any Services (including AI Services) that are being tested, Customer agrees that STACK has no obligation relating to errors that, in whole or in part, arise of or result from your use of software being tested.
10.2 Exclusive Remedy for Breach of Warranty. If the ordered Services do not conform to the Service Limited Warranty, then STACK shall, at its option and expense, either: (a) use reasonable efforts to correct any such non-conformities in such Service or provide Customer with a workaround; (b) correct any errors or discrepancies in the Documentation; or (c) at STACK’s sole discretion, refund a pro-rata portion of the fee paid by Customer for such Services based upon the remaining time in the Subscription Term, if any. If the use of such Service is for other than a stated period in the applicable Order Form (e.g., for the duration of an estimated project length), then STACK will refund to Customer a pro-rata portion of the paid fees for such Service as equitably and reasonably determined by STACK. STACK shall have no liability for any claim based upon (i) improper use of a Service or use of a Service not in accordance with instructions provided by STACK; (ii) any modification of a Service that is not done by STACK; or (iii) errors caused by the infrastructure, network, communications facilities, including the internet, other software or hardware used to access a Service. If the ordered Professional Services do not conform to the Professional Service Limited Warranty, then STACK shall, at its option and expense reperform the Professional Services. The foregoing states Customer’s sole remedy and the exclusive obligation of STACK with respect to claims of breach of the Services Limited Warranty.
10.3 Disclaimer of Other Warranties. STACK is not responsible for the accuracy, completeness, appropriateness, or legality of the Content, files, user posts, or any other information you may be able to access using a Service. Ultimately it is your responsibility to check that your Content as displayed on the Site and/or the Application is an accurate rendering of your Content as originally uploaded. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO AN APPLICATION, THE SITE OR A SERVICE. STACK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF SERVICE, WHETHER MADE BY STACK EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THE AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY STACK FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF STACK WHATSOEVER. SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, STACK DOES NOT WARRANT OR REPRESENT THAT A SERVICE WILL BE CONTINUOUS, SECURE, ACCURATE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT STACK’S SERVERS, SITE OR APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT STACK’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, PERSONAL INFORMATION OR CONTENT BY THIRD PARTIES. ADDITIONALLY, STACK PROVIDES NO WARRANTIES WHATSOEVER TO ANY FREE CUSTOMERS.
10.4 Customer Warranty. Customer warrants that (1) the Services will only be used for the intended purposes as stated within the scope of this Agreement, (2) that Customer and its Authorized Users will not infringe the intellectual property rights of STACK, (3) that Customer and its Authorized Users will comply with all laws and regulations relating to your use of a Service, including, without limitation, those relating to export and import, privacy and personal data protection.
10.5 Beta Testing. The warranties described in these Terms do not apply to any Services (including AI Services) that are being tested. By using any Services (including AI Services) that are being tested, Customer agrees that STACK has no obligation relating to errors that, in whole or in part, arise of or result from your use of software being tested.
11. Limitation of Liability
EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), (a) IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE A SERVICE OR TO ACCESS CONTENT, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTIONS, OR THE LIKE), ARISING OUT OF THIS AGREEMENT EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (b) STACK’S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL AND/OR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT CUSTOMER PAID FOR THE SERVICE GIVING RISE TO SUCH DAMAGES, IF ANY, FOR THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM FOR SUCH DAMAGES. REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), STACK’S TOTAL LIABILITY TO CUSTOMER’S AUTHORIZED USERS FOR ACTUAL AND/OR DIRECT DAMAGES UNDER THE AGREEMENT BETWEEN CUSTOMER AND STACK WILL BE LIMITED TO $1,000. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL SUCH CLAIMS IN THE AGGREGATE. CUSTOMER AND EACH AUTHORIZED USER AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THE AGREEMENT BETWEEN CUSTOMER AND STACK MUST BE FILED WITHIN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
CUSTOMER ACKNOWLEDGES THAT STACK RELIES ON THE SERVICES OF THIRD-PARTY PROVIDERS IN ORDER TO SUPPLY THE PRODUCTS AND SERVICES. WITHOUT LIMITING ANY OF THE ABOVE, FOR THE AVOIDANCE OF DOUBT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STACK WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR COST OF ANY KIND, WHICH IS CAUSED, OR CONTRIBUTED TO, BY A THIRD-PARTY SERVICE PROVIDER.
IN NO EVENT SHALL STACK HAVE ANY LIABILITY WITH RESPECT TO A FREE CUSTOMER’S USE OF THE SERVICES AS A FREE CUSTOMER.
12. Indemnities and Liabilities
12.1 Customer’s Indemnification Obligations. Customer shall indemnify and hold STACK and its affiliates harmless from any claims, liabilities or other damages (including reasonable attorney’s fees) resulting from (i) Customer’s use of the Services, or the use of the Services by anyone authorized by Customer to access the Services, (ii) actual or alleged infringement of intellectual property rights in connection with Customer’s or its Authorized Users’ use of any Services beyond the scope of this agreement, including, without limitation, any unauthorized use of the Drawings, (iii) Customer’s use of the Services, which use is in violation of any applicable federal, state or local law or regulation, (iv) STACK’s use of Customer Content in accordance with the Agreement, or (v) Customer or its Authorized User’s breach of the Agreement.
12.2 Customer’s Indemnification Procedure. Customer will pay any damages, costs and reasonable attorneys’ fees finally awarded, or agreed to in settlement and in writing, which are attributable to such claim, provided that (A) STACK promptly notifies Customer in writing of such claim, (B) STACK permits Customer to assume sole control of the defense and all related settlement negotiations provided that no settlement (I) without a general release of claims for the benefit of STACK or (II) including an obligation of STACK to admit to any liability or make any payment will be made without the prior written consent of STACK, and (C) STACK provides reasonable cooperation, information and assistance in connection with such claim.
13. Privacy
13.1 Policy. The Privacy Notice is expressly incorporated herein by reference. Any information you provide to STACK, or that is collected in connection with your use and access of a Service is subject to the terms and conditions of the Privacy Notice. The Privacy Notice may be amended from time to time in accordance with its terms.
13.2 Collection and Storage of Personal Information. By using a Service, you agree and acknowledge that any of your personal information obtained by STACK through your use of the Site or an Application, or in connection with the provision of a Service, may be used in accordance with the Privacy Notice.
13.3 Communications from STACK. STACK may send you marketing and/or service-related emails regarding the functionality or delivery of a Service. For more details, please consult the Privacy Notice.
13.4 Tracking. Your use of a Service or portions thereof may be tracked by STACK in order to provide better Service and for other purposes as set forth in the Privacy Notice.
13.5 Recommendation of Third-Party Goods and Services. STACK may use Customer and its Authorized Users’ content for the purposes of recommending features, products, and services that might be of interest to Customer or its Authorized Users.
13.2 Collection and Storage of Personal Information. By using a Service, you agree and acknowledge that any of your personal information obtained by STACK through your use of the Site or an Application, or in connection with the provision of a Service, may be used in accordance with the Privacy Notice.
13.3 Communications from STACK. STACK may send you marketing and/or service-related emails regarding the functionality or delivery of a Service. For more details, please consult the Privacy Notice.
13.4 Tracking. Your use of a Service or portions thereof may be tracked by STACK in order to provide better Service and for other purposes as set forth in the Privacy Notice.
13.5 Recommendation of Third-Party Goods and Services. STACK may use Customer and its Authorized Users’ content for the purposes of recommending features, products, and services that might be of interest to Customer or its Authorized Users.
14. Confidentiality
14.1 Confidential Information. Confidential Information shall mean all information regarding the technology, products or business of STACK or Customer (or of such party’s customers or suppliers), whether written, oral or graphic, disclosed or made available by one such party (the “disclosing party”) to the other such party (the “receiving party”) pursuant to the Agreement, (a) which is designated as confidential in writing by the disclosing party prior to, or at the time, any such information or material is disclosed by the disclosing party to the other party, or (b) which is orally or visually disclosed by a party, or is disclosed in writing without an appropriate confidentiality designation, if the disclosing party, within thirty (30) days after such disclosure, delivers to the other party a written document describing the information or material and referencing the place and date of such oral, visual or written disclosure and the names of the persons to whom such disclosure was made and denoting the confidential nature of the information, or (c) as to which it would be apparent to a reasonable person, familiar with the disclosing party’s business, that such information is of a confidential nature the maintenance of which is important to the disclosing party. Confidential Information shall not include information which (a) was known by the receiving party prior to its date of disclosure to the receiving party without an obligation of confidentiality, as evidenced by the prior written records of the receiving party; or (b) is disclosed to the receiving party without an obligation of confidentiality by sources other than the disclosing party rightfully in possession of the Confidential Information and having the right to disclose the Confidential Information; or (c) becomes published or generally known to the public through no breach of the Agreement on the part of the receiving party or its affiliate; or (d) is independently developed by the receiving party without reliance upon, or reference to, any Confidential Information of the disclosing party. For the avoidance of doubt, STACK has no obligation of confidentiality to Customer’s Authorized Users under the Agreement as between Customer and STACK.
14.2 Treatment of Confidential Information. The receiving party shall not, without the prior written consent of the disclosing party, disclose any Confidential Information of the disclosing party to any person or entity other than the receiving party’s employees or contractors that need to have access to such information. As a condition to any such consent, the disclosing may require any such third party to enter into the disclosing party’s standard non-disclosure and confidentiality agreement. The receiving party shall not, without the disclosing party’s prior written consent, disclose any of the disclosing party’s Confidential Information to anyone other than the receiving party’s employees or contractors that need to have access to such information or, if the receiving party is STACK, as otherwise described in the Privacy Notice. Each party shall use the Confidential Information of the other party only in a manner consistent with the Agreement and shall otherwise protect such Confidential Information from disclosure to others with the same degree of care accorded to its own proprietary information (but in no event less than a reasonable degree of care).
14.3 Release from Restrictions. The provisions of Section 14.2 shall not apply to any Confidential Information which is required to be disclosed by the receiving party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, unless prohibited by law, the receiving party provides to the other party prior written notice of such disclosure and a reasonable opportunity to contest such disclosure, and thereafter reasonably cooperates with the disclosing party to take lawful actions to avoid and/or minimize the degree of such disclosure.
14.4 Return of Confidential Information. Upon termination of the Agreement or at any other time upon a disclosing party’s request, the receiving party shall use commercially reasonable efforts to immediately destroy all materials in such receiving party’s possession reflecting or containing any Confidential Information of the disclosing party.
14.5 Survival Obligations. Notwithstanding any termination of the Agreement with respect to all Services, the obligations of the receiving party under this Section with respect to Confidential Information of the disclosing party shall survive for a period of two (2) years from the date of such termination.
14.2 Treatment of Confidential Information. The receiving party shall not, without the prior written consent of the disclosing party, disclose any Confidential Information of the disclosing party to any person or entity other than the receiving party’s employees or contractors that need to have access to such information. As a condition to any such consent, the disclosing may require any such third party to enter into the disclosing party’s standard non-disclosure and confidentiality agreement. The receiving party shall not, without the disclosing party’s prior written consent, disclose any of the disclosing party’s Confidential Information to anyone other than the receiving party’s employees or contractors that need to have access to such information or, if the receiving party is STACK, as otherwise described in the Privacy Notice. Each party shall use the Confidential Information of the other party only in a manner consistent with the Agreement and shall otherwise protect such Confidential Information from disclosure to others with the same degree of care accorded to its own proprietary information (but in no event less than a reasonable degree of care).
14.3 Release from Restrictions. The provisions of Section 14.2 shall not apply to any Confidential Information which is required to be disclosed by the receiving party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, unless prohibited by law, the receiving party provides to the other party prior written notice of such disclosure and a reasonable opportunity to contest such disclosure, and thereafter reasonably cooperates with the disclosing party to take lawful actions to avoid and/or minimize the degree of such disclosure.
14.4 Return of Confidential Information. Upon termination of the Agreement or at any other time upon a disclosing party’s request, the receiving party shall use commercially reasonable efforts to immediately destroy all materials in such receiving party’s possession reflecting or containing any Confidential Information of the disclosing party.
14.5 Survival Obligations. Notwithstanding any termination of the Agreement with respect to all Services, the obligations of the receiving party under this Section with respect to Confidential Information of the disclosing party shall survive for a period of two (2) years from the date of such termination.
15. Miscellaneous
15.1 Assignment. Customer may not assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of STACK. Consent shall not be unreasonably withheld. Subject to the restriction on transfer set forth in this Paragraph 10.1, this Agreement shall be binding upon and shall inure to the benefit of the parties’ successors and assigns.
15.2 Relationship of the Parties. Nothing in this Agreement shall be construed as making the parties partners or as creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. No party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in another party’s name or on its behalf.
15.3 Injunctive Relief. All parties acknowledge that in the event of a breach, or threatened breach, of any of the provisions of Sections 3, or Section 14 of the Agreement by Customer, STACK may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce those provisions without being required to prove damages or post a bond.
15.4 Notices. Notices under the Agreement shall be in writing and shall be delivered by hand, sent by facsimile, sent by email, mailed via certified mail, or delivered by commercial courier service. Notices shall be deemed effective when received or upon attempted delivery, in the event that delivery is refused.
15.5 Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
15.6 Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of Unites States of America, and particularly, the laws of the State of Ohio, excluding its conflict of laws principles, and such Customer and its Authorized Users irrevocably agree that the courts of the State of Ohio shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement or its subject matter or formation. The parties expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. No action arising out of, or related to, the Agreement may be brought by STACK, Customer or any of its Authorized Users more than one (1) year after the cause of action was, or reasonably should have been, discovered or, in the case of an action for nonpayment, more than two (2) years after the date the last payment was due; however, nothing in the Agreement shall limit the ability to bring an action in connection with fraud or intentional or willful misconduct.
15.7 Government Rights. If used or acquired by the United States Government, the Government acknowledges that (a) an Application and the Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable and (b) the Government’s rights are limited to those specifically granted pursuant to this Agreement. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users and U.S. Government contractors (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms and Conditions. The manufacturer is STACK Construction Technologies Inc, located at 9999 Carver Road, Suite 300, Cincinnati, Ohio 45242.
15.8 Entire Agreement. These Terms and Conditions are incorporated by reference into every Order and Order Form. These Terms and Conditions shall apply to all Services ordered or used by Customer unless there is a separate written agreement between STACK and Customer governing Customer’s use of any Services, in which case such separate written agreement shall govern Customer’s Use of the corresponding Services. The Agreement (together, for Customer, with any Order Form or any statement of work) constitutes the complete agreement between the parties concerning the subject matter of the Agreement, and, unless otherwise agreed in writing by STACK, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Agreement and the use of any Service. Notwithstanding the foregoing, any separate existing confidentiality agreement entered into between the parties shall remain in full force and effect in accordance with its terms, and to the extent that any of the provisions of any such agreement conflict with the provisions of the Agreement, the provisions of such existing agreement shall prevail and govern and control such conflict. To the extent that any of the provisions of an Order Form or statement of work and these Terms and Conditions conflict, the provision of such Order Form or statement of work shall prevail and govern and control such conflict. You agree that STACK shall license, and provide, a Service only in accordance with the terms and conditions of the Agreement.
15.9 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect.
15.2 Relationship of the Parties. Nothing in this Agreement shall be construed as making the parties partners or as creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. No party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in another party’s name or on its behalf.
15.3 Injunctive Relief. All parties acknowledge that in the event of a breach, or threatened breach, of any of the provisions of Sections 3, or Section 14 of the Agreement by Customer, STACK may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce those provisions without being required to prove damages or post a bond.
15.4 Notices. Notices under the Agreement shall be in writing and shall be delivered by hand, sent by facsimile, sent by email, mailed via certified mail, or delivered by commercial courier service. Notices shall be deemed effective when received or upon attempted delivery, in the event that delivery is refused.
15.5 Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
15.6 Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of Unites States of America, and particularly, the laws of the State of Ohio, excluding its conflict of laws principles, and such Customer and its Authorized Users irrevocably agree that the courts of the State of Ohio shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement or its subject matter or formation. The parties expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. No action arising out of, or related to, the Agreement may be brought by STACK, Customer or any of its Authorized Users more than one (1) year after the cause of action was, or reasonably should have been, discovered or, in the case of an action for nonpayment, more than two (2) years after the date the last payment was due; however, nothing in the Agreement shall limit the ability to bring an action in connection with fraud or intentional or willful misconduct.
15.7 Government Rights. If used or acquired by the United States Government, the Government acknowledges that (a) an Application and the Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable and (b) the Government’s rights are limited to those specifically granted pursuant to this Agreement. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users and U.S. Government contractors (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms and Conditions. The manufacturer is STACK Construction Technologies Inc, located at 9999 Carver Road, Suite 300, Cincinnati, Ohio 45242.
15.8 Entire Agreement. These Terms and Conditions are incorporated by reference into every Order and Order Form. These Terms and Conditions shall apply to all Services ordered or used by Customer unless there is a separate written agreement between STACK and Customer governing Customer’s use of any Services, in which case such separate written agreement shall govern Customer’s Use of the corresponding Services. The Agreement (together, for Customer, with any Order Form or any statement of work) constitutes the complete agreement between the parties concerning the subject matter of the Agreement, and, unless otherwise agreed in writing by STACK, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Agreement and the use of any Service. Notwithstanding the foregoing, any separate existing confidentiality agreement entered into between the parties shall remain in full force and effect in accordance with its terms, and to the extent that any of the provisions of any such agreement conflict with the provisions of the Agreement, the provisions of such existing agreement shall prevail and govern and control such conflict. To the extent that any of the provisions of an Order Form or statement of work and these Terms and Conditions conflict, the provision of such Order Form or statement of work shall prevail and govern and control such conflict. You agree that STACK shall license, and provide, a Service only in accordance with the terms and conditions of the Agreement.
15.9 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect.
16. Amendment to Terms and Conditions
STACK reserves the right to modify these Terms and Conditions at any time. Any modifications shall be effective upon the earlier of the posting by STACK of the modified Terms and Conditions at this URL or direct e-mail or other notification of the changes to Customer. No oral statements or representations will constitute any waiver or modification of any term or condition in the Terms and Conditions Customer agrees to review these Terms and Conditions periodically so that it is aware of any modifications. Customer and/or its Authorized Users continued use or access of the Services shall be deemed Customer’s acceptance of the modified Terms and Conditions.
17. Uptime Guarantee
STACK offers a service uptime guarantee for the Services of 99.9% (“Service Uptime”) of available time. If STACK fails to maintain this level of service availability, you may contact STACK and request a credit for the time that your service was unavailable to you. The credit may be used only for the purchase of further products and services from STACK and is exclusive of any applicable taxes. The credit does not apply to service interruptions caused by:
1. periodic scheduled maintenance or repairs STACK may undertake from time to time
2. outages that affect only the Customer or the Customer’s (or its Authorized Users’) computer, network or Internet Service Provider
3. power outages or acts of Nature beyond the control of STACK
Ultimately the total service uptime shall be solely determined by STACK and shall be calculated on a prorated monthly basis. STACK shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Customer’s or its Authorized Users’ equipment, or Customer’s failure to meet its responsibilities under this Agreement.
1. periodic scheduled maintenance or repairs STACK may undertake from time to time
2. outages that affect only the Customer or the Customer’s (or its Authorized Users’) computer, network or Internet Service Provider
3. power outages or acts of Nature beyond the control of STACK
Ultimately the total service uptime shall be solely determined by STACK and shall be calculated on a prorated monthly basis. STACK shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable control, including limitations on the availability of telephone transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Customer’s or its Authorized Users’ equipment, or Customer’s failure to meet its responsibilities under this Agreement.
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9999 Carver Road | Suite 300 | Cincinnati, OH 45242
