Terms & Conditions

1.1 Services Use

Stackless will provide Services per the Agreement, including SLAs. Customers may use and integrate Services into applications with independent material value.

1.2 Admin Console

Customers receive access to an online Admin Console for managing Service usage.

1.3 Accounts

Customers must maintain an Account, remain responsible for account security and password protection. Stackless provides no obligation for multiple accounts.

1.4 Modifications

• Services: Stackless may make commercially reasonable updates with notification of material changes
• Agreement: Changes effective 30 days after posting (immediately for new functionality or legal compliance)
• Data Processing Terms: Changes require commercial reasonableness without material security reduction
• Discontinuation: 3 months' notice for discontinuing Services; 6 months for backwards-incompatible API changes

1.5 Software

Stackless may provide Software, including third-party software.

2.1 Online Billing

Stackless issues electronic bills at Fee Accrual Period end. Credit card charges occur immediately; invoiced payments due as stated. Fees are non-cancellable; Stackless' usage measurements are final.

2.2 Taxes

Customers bear all tax responsibility. Valid exemption certificates may relieve tax obligations. Customers provide required tax identification information.

2.3 Payment Disputes & Refunds

Disputes must be submitted before due date. Refunds (if any) appear as Service credits at Stackless' discretion.

2.4 Delinquent Payments; Suspension

Late payments incur 1.5% monthly interest (or maximum legal rate). Stackless may Suspend Services for overdue payments and collect reasonable recovery expenses.

2.5 No Purchase Order Required

Customers must pay all Fees regardless of purchase order numbers.

3.1 Compliance

Customers ensure compliant use, prevent unauthorized access, and promptly report breaches.

3.2 Privacy

Customers obtain required consents and notices for Service use and data processing.

3.3 Restrictions

Customers cannot: copy or modify Services; reverse engineer; sell or sublicense; use for High Risk Activities; violate the AUP; circumvent usage limits; use for ITAR materials; breach Export Control Laws; or process HIPAA health information without a BAA.

3.4 Documentation

Stackless provides Documentation for Service use.

3.5 Copyright

Stackless responds to DMCA notices per policy and may terminate repeat infringers.

4.1 AUP Violations

Stackless requests violation correction within 24 hours or may Suspend Services.

4.2 Other Suspension

Stackless may immediately Suspend Services if use adversely impacts the platform, involves unauthorized access, violates applicable law, or breaches Section 3.3 restrictions.

5.1 Intellectual Property Rights

Customers own Customer Data and Applications; Stackless owns the Services and Software.

5.2 Protection of Customer Data

Stackless accesses Customer Data only to provide Services or as instructed. Stackless may use Aggregate Data for analytics and business purposes, provided it remains anonymized. Stackless maintains administrative, physical, and technical safeguards per Data Processing and Security Terms.

5.3 Customer Feedback

Stackless may use customer Feedback without restriction or obligation.

6.1 By Customer

Customers provide technical support for their Applications and Projects.

6.2 By Stackless

Stackless provides TSS per TSS Guidelines upon payment of applicable Fees.

7.1 Obligations

Recipients use Confidential Information only for Agreement performance with reasonable care protection. Disclosure limited to Affiliates, employees, agents, or advisors requiring knowledge with written confidentiality obligations.

7.2 Required Disclosure

Recipients may disclose per Legal Process with commercially reasonable notification and compliance efforts to the disclosing party, except where notification could violate law, obstruct investigations, or cause physical harm.

8.1 Agreement Term

The Term begins on Effective Date and continues until terminated per Section 8.

8.2 Termination for Breach

Either party may terminate on written notice for material breach uncured within 30 days or insolvency proceedings unresolved after 90 days.

8.3 Termination for Inactivity

Stackless may terminate Services to Projects with 30 days' notice if inactive for 60 days and incurring no Fees.

8.4 Termination for Convenience

Customers may stop using Services anytime; Stackless may terminate with 30 days' notice.

8.5 Termination Due to Applicable Law

Stackless may immediately terminate if continued provision violates law or Customer violates Anti-Bribery or Export Control Laws.

8.6 Effect of Termination

Upon termination, all Service access ceases and all Fees immediately become due.

12.1 Indirect Liability

Neither party bears liability for indirect, consequential, special, incidental, or punitive damages or lost revenues, profits, savings, or goodwill.

12.2 Liability Amount

Each party's aggregate liability limited to Fees paid in 12 months preceding liability event; free Services limited to $5,000.

12.3 Unlimited Liabilities

The following remain unlimited: fraud; Section 13 indemnification obligations; Intellectual Property infringement; payment obligations; matters excluded by law.

13.1 Stackless Obligations

Stackless defends and indemnifies Customers against Third-Party Legal Proceedings alleging Service or Brand Feature infringement of Intellectual Property Rights.

13.2 Customer Obligations

Customers defend and indemnify Stackless against proceedings arising from Customer Applications, Projects, Data, Brand Features, or AUP / Section 3.3 breaches.

13.3 Exclusions

Indemnification excludes claims arising from indemnified party breach, technology combinations not required by Agreement, or free Services.

13.4 Conditions

Indemnified parties must promptly notify indemnifying parties, cooperate reasonably, and tender sole control (with conditions on settlements requiring admissions or payments).

13.5 Remedies

Upon suspected infringement, Stackless may procure usage rights, modify Services to remove infringement, or replace Services; otherwise may Suspend or terminate.

13.6 Sole Remedy

This Section constitutes the sole remedy for Intellectual Property infringement claims.

14.1 Notices

Notices to Customers go to the Notification Email Address; to Stackless at legal@stacklessdata.com. Email transmission constitutes receipt.

14.2 Assignment

Neither party may assign without written consent, except to Affiliates with written acceptance and notification.

14.3 Force Majeure

Neither party bears liability for failures beyond reasonable control, including acts of God, natural disasters, terrorism, or war.

14.4 No Agency

The Agreement creates no agency, partnership, or joint venture.

14.5 Severability

Invalid provisions are severable; remaining Agreement continues in effect.

14.6 Governing Law

California law governs; exclusive litigation venue in San Francisco County.

14.7 Entire Agreement

The Agreement comprises all terms and supersedes prior agreements. In the event of conflict, precedence order is: Data Processing Terms, Main Agreement, URL Terms.

14.8 Survival

Sections 2, 5, 7, 8.6, 11, 12, 13, and 14 survive termination.