Standard Terms and Conditions
This STAPEL Master Agreement (“Agreement”) is entered into between STAPEL, LLC. (“STAPEL”) and the customer (“Customer”) identified on the first order document signed by both Parties referencing this Agreement (“Order Form”), effective as of the effective date identified in that Order Form (“Effective Date”). This Agreement and all Order Forms govern Customer’s access to and use of STAPEL’s Service, and SOW govern any Professional Services STAPEL provides to Customer. Customer and STAPEL may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” In the event of any conflicts between this Agreement, any Order Form, and/or any SOW, the following order-of-precedence applies: SOW take precedence and prevail over Order Forms solely with respect to the subject matter of SOW; and Order Forms and SOW take precedence and prevail over this Agreement solely with respect to their respective subject matter.
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://stapel.io website. Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
OWNERSHIP OF SERVICE & CUSTOMER DATA
The Service and its original content, features and functionality are and will remain the exclusive property of STAPEL, LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of STAPEL, LLC. Requests can be made by contacting us through our website at this location.
Ownership of Customer Data. As between Customer and STAPEL, all Customer Data is the property of Customer, and Customer retains any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof.
GRANT OF RIGHTS
Subject to the terms and conditions of this Agreement, STAPEL hereby grants to Customer the non-exclusive, non-transferable, worldwide, royalty-free right to access and use the Service during the Service Term in accordance with the terms of this Agreement and all applicable Order Form(s) and SOW (e.g., any transaction volume terms and limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein).
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in based on the following restrictions:
Use Restrictions. Customer must not, without STAPEL’s prior written consent, cause or permit the: (a) use, copying, modification, rental, lease, sublease, sublicense, transfer or other commercial exploitation of, or other third party access to, any element of the Service, except to the extent expressly permitted by this Agreement (Customer may allow its own customers to access the functionality or output of the Service, via interfaces, portal applications and the like, solely for Customer’s internal business purposes in accordance with the applicable Order Form); (b) creation of any modifications or derivative works of the Service; (c) reverse engineering of the Service; (d) gaining of unauthorized access to the Service or its related systems or networks (for example, by impersonation of another user of the Service or provision of false identity information); (e) interference with or disruption of the integrity or performance of the Service or the data contained therein (for example, via unauthorized benchmark testing or penetration testing); (f) sending, storing or use of any Customer Data in connection with the Service for which Customer lacks sufficient ownership or other rights; or (g) sending, storing or use of any infringing, obscene, threatening, libelous or otherwise unlawful or tortious material in connection with the Service (including, without limitation, any illegal spam, or any material that is harmful to children or violates any third party privacy rights). Customer also must not send, store or use any material containing any viruses, worms, Trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Service. STAPEL also reserves the right to take all steps reasonably necessary to protect the security, integrity or availability of the Service (e.g., by temporarily suspending access by anyone who introduces malicious code or attempts to do so), notwithstanding anything to the contrary in this Agreement.
Customer PCI Responsibilities. If Customer or its third party service provider processes any credit card information using the Service, Customer (and/or such service provider, as applicable) will: (a) comply with their responsibilities under the Payment Card Industry Data Security Standard (“PCI DSS”); (b) implement and maintain reasonable security measures to protect all cardholder data in their possession or control; and (c) not take any action in connection with using the Service that places STAPEL in non-compliance with the PCI DSS (for example, storing any cardholder data in any custom fields of the Service).
PRIVACY, SECURITY, CUSTOMER DATA, CONTINUITY & SUPPORT
Also, notwithstanding anything to the contrary in this Agreement, if (i) complying with any Privacy Laws would materially change STAPEL’s costs or risks in providing the Service (including, without limitation, by requiring that any STAPEL data centers be located outside existing operating jurisdictions, or requiring STAPEL to operate in violation of any laws within jurisdictions where STAPEL operates its data centers), and (ii) after the Parties’ respective legal counsel meet to discuss the problem, STAPEL provides written notice that it does not wish to incur such costs or risks, then each Party will have the right to terminate this Agreement (including all Order Forms and SOW) in writing within thirty (30) days after STAPEL provides such written notice – in which case the termination will be effective thirty (30) days thereafter. In the event of such a termination, Customer’s sole right and STAPEL’s sole obligation (except to the extent otherwise expressly stated in this Agreement) will be for STAPEL to promptly refund to Customer, on a pro rata basis, any Fees paid under all Order Forms and SOW then in effect that are unused as of the termination effective date.
Security of the Service, and PCI DSS Compliance. Throughout the term of this Agreement, STAPEL will maintain a data security program for the Service that will: (a) include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration of, any Customer Data processed or stored by the Service; and (b) comply with the PCI DSS (or prevailing successor industry standard, if replaced). STAPEL will be responsible for unauthorized access and damage to, and for unauthorized deletion, destruction and loss of, Customer Data solely to the extent arising from STAPEL’s breach of its obligations under this Agreement.
Export and Deletion of Financial Account Data & Other Customer Data. The Service allows Customer to export and back-up Customer Data at its discretion, and STAPEL encourages Customer to do so regularly. Customer will need assistance from STAPEL, however, to export credit card account information or other Customer Data (e.g., ACH direct debit account information) that is subject to the PCI DSS or other financial industry rules or regulations regarding account information (collectively, “Financial Account Data”). STAPEL will provide Financial Account Data only to recipients that have the required certifications and qualifications (e.g., certification to receive information that is subject to the PCI DSS). Any export or transfer of Financial Account Data must occur no later than thirty (60) days after expiration or termination of this Agreement, and will require Customer to first pay all amounts owed STAPEL and to sign a separate written agreement to (a) help ensure the security and integrity of such data is maintained, and (b) give STAPEL reasonable protection against liability relating to extraction, transfer and potential misuse of such data. STAPEL will assist with the extraction of Financial Account Data free of charge. Regardless of the basis for expiration or termination of this Agreement, STAPEL will not be obligated to retain any Customer Data for longer than thirty (60) days after any such expiration or termination, unless otherwise agreed in advance by the Parties in writing.
Business Continuity & Disaster Recovery. STAPEL will implement and maintain throughout the term of this Agreement reasonable business continuity and disaster recovery plans to help ensure availability of the Customer Data following any significant interruption or failure of critical business processes or systems affecting the Service.
Support & Service Level Agreement. STAPEL will provide technical support for the Service in accordance with Support and Service Level Agreement defined by each Service as long as Customer is entitled to receive support under the applicable Order Form and associated Services.
TERM, TERMINATION & EFFECT OF TERMINATION
This Agreement will begin on the Effective Date and continue in effect until all Order Forms and SOW expire or are terminated in accordance with this Agreement which may be done concurrently with termination of this Agreement.
The term of each Order Form will be set forth therein, starting on the Effective Date specified therein and continuing for the initial Service term specified therein (“Initial Service Term”).
Unless otherwise set forth in the applicable Order Form, or unless the Order Form is terminated in accordance with the TERMINATION defined below, upon expiration of the Initial Service Term, the relevant Order Form will renew automatically on an annual basis for subsequent renewal terms of one (1) months (each a “Renewal Service Term“), unless either Party notifies the other Party in writing, at least thirty (30) days prior to the end of the then-current Service Term, that it chooses not to renew. The Initial Service Term and all Renewal Service Terms (if any) are referred to in this Agreement collectively as the “Service Term.”
Termination of this Agreement. Neither Party will have the right to terminate this Agreement without legally valid cause (no termination “for convenience”). Either Party may terminate this Agreement, but only by providing written notice to the other Party, and only after all Order Forms and SOW have expired or been terminated in accordance with this Agreement or concurrently therewith.
Termination of Order Form or SOW. Either Party may terminate any Order Forms and/or SOW in accordance with their respective terms. If not specified in the applicable Order Form or SOW, then subject to the exclusive remedy provisions in this Agreement (e.g., in the sections regarding warranties and Service Credits): either Party may terminate any Order Forms or SOW for cause upon written notice if the other Party fails to cure any material breach thereof, or any material breach of this Agreement, within thirty (30) days after receiving reasonably detailed written notice from the other Party alleging the breach. Either Party may terminate this Agreement, but only by providing written notice to the other Party, and only after all Order Forms and SOW have expired or been terminated in accordance with this Agreement or concurrently therewith.
EFFECT OF TERMINATION
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
Purchase Orders. If Customer requires that a purchase order (“PO”) be issued before making payment under an Order Form or SOW, Customer must provide to STAPEL such valid PO conforming to the applicable Order Form or SOW in time for Customer to meet its payment obligations. The terms and conditions of any PO (or of any other unilateral Customer document not agreed in writing by authorized representatives of both Parties) will have no effect on the rights or obligations of the Parties, regardless of any failure to object to such terms and conditions.
Modification of Fees Upon Renewal. STAPEL reserves the right to modify the Fees for its Service under one or more Order Forms, effective upon commencement of the next Renewal Service Term of the relevant Order Form(s), by notifying Customer of such change in writing at least thirty (60) days before the end of the then-current Service Term, unless Customer notifies STAPEL in writing (prior to the end of the then-current Service Term) that Customer chooses not to renew such Order Form(s).
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or STAPEL, LLC cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting STAPEL, LLC customer support team.
A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide STAPEL, LLC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize STAPEL, LLC to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, STAPEL, LLC will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
If Customer wishes to purchase any training, implementation or other professional services from STAPEL relating to the Service (“Professional Services”), the Parties will mutually execute one or more separate SOW containing the relevant additional terms and conditions. STAPEL Professional Services are separate and apart from the Service, and neither Party’s obligations in connection with the Service are dependent in any way on any Professional Services. Except to the extent expressly set forth to the contrary in any applicable SOW, the following provisions will apply to all SOW:
- As between Customer and STAPEL, Customer will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for Customer without any contribution by STAPEL and provided to STAPEL under the SOW. Customer grants STAPEL a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, distribute, create derivative works of, and otherwise use such Customer-owned materials in connection with providing the Service during the Term of this Agreement and otherwise performing its obligations under this Agreement;
- As between Customer and STAPEL, STAPEL will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for STAPEL (either alone or jointly with Customer or others) and provided to Customer under the SOW, and any derivative works thereof, excluding any incorporated Customer Confidential Information (collectively, “STAPEL, LLC Materials”); and
- Subject to the terms of this Agreement, STAPEL grants Customer a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, create derivative works of, and otherwise use internally the STAPEL Materials in connection with the Service during the Term of this Agreement.
Nothing in this Agreement will prohibit, restrict or limit (i) STAPEL from performing similar Professional Services for any third party, or (ii) Customer from hiring any third party to perform similar Professional Services (though Customer is not permitted to give any direct competitor of STAPEL access to the Service or any STAPEL, LLC Materials without STAPEL’s prior written consent).
FEES & PAYMENT
Payment Details. Customer must pay all fees and charges in accordance with this Agreement and each mutually executed Order Form and SOW (“Fees”). Except to the extent otherwise expressly stated in this Agreement or in an Order Form or SOW:
- all obligations to pay Fees are non-cancelable and all payments are non-refundable, unless in accordance with terms in section 6.3.2 above;
- Customer must make all payments without withholdings or deductions of any kind;
- Customer must pay all Fees due under all Order Forms and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when STAPEL emails them to Customer’s designated billing contact); and
- all payments must be in U.S. Dollars.
Except to the extent otherwise expressly stated therein, if an applicable Order Form or SOW provides for payment via credit card or electronic money transfer (e.g., ACH), STAPEL is permitted to process such payment on the date of STAPEL’s invoice.
In accordance with each Order Form: (i) STAPEL charges and collects in advance annual fees for use of the Service based on the edition of the Service subscribed to by Customer, and Customer’s anticipated transaction volume using the Service (after the Initial Service Term, STAPEL will invoice Customer for such annual fees at least thirty (30) days prior to the start of each Renewal Service Term); and (ii) if Customer’s use of the Service exceeds the anticipated transaction volume specified in the applicable Order Form, Customer will pay the additional usage-based fees described in such Order Form monthly in arrears.
Taxes. STAPEL’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Order Forms or SOW. Customer is responsible for paying all such taxes, levies, or duties. Customer is not, however, responsible for paying any taxes based solely on STAPEL’s income or which do not arise from any Order Form or SOW. If STAPEL has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides STAPEL a valid tax exemption certificate authorized by the appropriate taxing authority.
Customer Contact Information. Customer agrees to provide STAPEL accurate billing and other contact information for each Order Form and SOW at all times during the Service Term, including the name of Customer’s applicable legal entity, and the street address, e-mail address, name and telephone number of an authorized billing contact. Customer shall update this information within thirty (30) days after any changes, via email to STAPEL’s Accounts Receivable team at billing@STAPEL.io for billing contact information. Customer shall also maintain, at all times during the Service Term, at least one User who is a current employee and is authorized to administer Customer’s use of the Service (e.g., by creating accounts and resetting passwords).
Consequences of Non-Payment. If Customer fails to make any payments required under any Order Forms or SOW, then in addition to any other rights STAPEL may have under this Agreement or applicable law:
a. STAPEL will be entitled to recover its reasonable attorneys’ fees, other legal expenses (including expert witness fees and expenses on appeal) and other reasonable costs to collect such amounts; and
b. If Customer’s account remains delinquent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice from STAPEL, which may be provided via email to Customer’s designated billing contact, STAPEL may temporarily suspend Customer’s access to the Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in accordance with Section 6. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency.
WARRANTIES & DISCLAIMERS
Mutual Warranties. Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.
Additional STAPEL Commitments. STAPEL further represents and warrants that:
- It will use reasonable technical means to screen for and detect disabling devices, viruses, trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots and other computer programming routines designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any other software or data;
- The Service will perform substantially in accordance with the relevant Service description under normal use and circumstances; and
- It will make reasonable efforts to notify Customer, at least thirty (30) days in advance via STAPEL’s Normal Communication Channels, of any scheduled changes STAPEL believes are likely to have a material, adverse impact on Customer’s use of the Service (“Material Changes”). (As a multi-Tenant SaaS vendor, STAPEL reserves the right to make enhancements and other changes to the Service, including occasional deprecation and removal of certain features and functionality, subject to the Service warranty)
If STAPEL breaches any warranties in this section Customer’s exclusive remedy and STAPEL’s sole obligation will be for STAPEL to make reasonable efforts to correct the non-conformity or, if STAPEL is unable to correct the non-conformity within sixty (60) days after receipt of Customer’s written notice, for Customer to terminate the applicable Order Form(s) and receive a refund, on a pro rata basis, of any annual fees prepaid under such Order Form(s) that are unused as of the termination effective date.
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS. STAPEL IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE, LOSS OR LIABILITY RESULTING FROM SUCH PROBLEMS NOT CAUSED BY STAPEL.
CUSTOMER AGREES THAT ITS SUBSCRIPTION TO THE SERVICE AND FEES DUE OR PAID UNDER THIS AGREEMENT ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, NOR BASED ON ANY ORAL OR WRITTEN COMMENTS REGARDING ANY FUTURE FUNCTIONALITY OR FEATURES. MORE GENERALLY, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY OTHER COMMITMENTS, STATEMENTS OR OTHER MATTERS NOT EXPRESSLY ADDRESSED IN THIS AGREEMENT, AN ORDER FORM OR AN SOW.
Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.
ALTERATIONS TO TERMS AND CONDITIONS
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide at least 30 days notice prior to any new terms taking effect.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.