Stack's Site and Platform - Terms of Use
Last Revised: September 14, 2024
Get Stack Inc. and its affiliates (collectively, “Stack”, “we”, “our”, “Company”) welcome you (“you” or the “User”) to our website at www.stack.expert (including its subdomains, and collectively, the “Site”) and to our online business development platform, as further detailed below (the "Platform"). Each of the Site and/or Platform's Users may use them in accordance with the terms and conditions hereunder.
Acceptance of the Terms
By entering, connecting to, accessing or using the Site and/or Platform and/or the Services (as further detailed below), you acknowledge that you have read and understood the following terms of use, including the terms of our Privacy Policy www.stack.expert/privacy-policy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and/or Platform and you acknowledge that these Terms constitute a binding and enforceable legal contract between Stack and you. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SITE AND/OR THE PLATFORM AND/OR THE SERVICES IN ANY MANNER.
The Site and Platform are available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms (on behalf of themselves and their organization) and to form a binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter into these Terms on your behalf and to form a binding agreement under any applicable law, to use the Site and/or Platform in accordance with these Terms, and to fully perform your obligations hereunder.
The Site, Platform and the Services
The Site serves as a marketing tool for the Company and includes various informational resources regarding the Company. It also functions as a portal to our Platform. The Platform may be provided in the form of a mobile app or webapp, at the Company’s sole discretion.
The Platform is intended to serve as a marketplace for Users who own existing small-medium businesses ("Licensors") to engage with Users who are aspiring entrepreneurs ("Licensees"). Through the Platform, Licensors may provide Licensees with educational and business development resources, business models, know-how, tools, guidance, advice, lead generation, and other services designed to assist Licensees in setting up new businesses or developing existing businesses (collectively, the "Business Services"). The Platform allows Licensors to, among other things, build their own dedicated webpages, manage their interactions with Licensees, upload content, interact directly with Licensees and to receive certain compensation, as further detailed below, from Licensees in exchange for their Business Services. Licensees may utilize the Platform to learn new expertise and obtain knowledge, build a client base in a new trade and receive payments from their clients, manage leads, receive leads from Licensors and access other relevant features and services.
Additional Terms relating to Licensors can be found in Exhibit A hereto, and additional Terms relating to Licensees can be found in Exhibit B hereto. For the avoidance of doubt, said Exhibits form an integral part of this Agreement.
The Platform may also offer from time to time third party services, such as accounting, taxation, web site, banking, and legal services, which are subject to their respective third-party terms and conditions and the User’s acceptance thereof ("Third Party Services"). The Company hereby disclaims any and all responsibility or liability for the Third-Party Services, and the User acknowledges and agrees that the use of any Third Party Services is at the User's sole risk and discretion. The Company makes no representations or warranties, express or implied, regarding the quality, reliability, or suitability of any Third Party Services. The User further agrees that the Company shall not be held liable for any damages, losses, or expenses incurred by the User or any third party in connection with the use of or reliance upon any Third Party Services.
Stack may run advertisements and promotions from third parties on the Site and/or Platform, host third-party content or otherwise provide information about or links to third-party products or services on the Site and/or Platform.
The Site and Platform may also provide you with comprehensive information regarding, inter-alia, Stack's Services, concept, sales, news regarding the Company, job opportunities and so forth, including any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Site and/or Platform, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, User Generated Content and other features obtained from or through the Site (the “Content”).
(Collectively, the “Service(s)”)
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE AND PLATFORM (OTHER THAN THE USER GENERATED CONTENT) ARE RESERVED TO STACK OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE, PLATFORM, AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. STACK WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT AND/OR THE USER GENERATED CONTENT AVAILABLE THEREIN.
YOUR USE OF THE SERVICES AND/OR THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT AND/OR THE USER GENERATED CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.
OTHER THAN AS EXPRESSLY STATED HEREIN, STACK IS NOT A PARTY TO ANY TRANSACTION CONDUCTED BETWEEN LICENSORS AND LICENSEES AND IS NOT THE DEVELOPER OR SUPPLIER OF ANY OF THE BUSINESS SERVICES THAT MAY BE AVAILABLE VIA THE PLATFORM. AS SUCH, STACK DOES NOT VET, VERIFY, OR ENSURE THAT THE BUSINESS SERVICES OR ANY USER GENERATED CONTENT RELATED THERETO ARE ACCURATE, CORRECT, OR FIT FOR ANY PARTICULAR PURPOSE. RELIANCE ON THE BUSINESS SERVICES AND RELATED CONTENT IS ENTIRELY AT THE LICENSEE’S OWN RISK, DISCRETION, AND JUDGMENT. FOR THE AVOIDANCE OF DOUBT, STACK HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND LIABILITIES WITH RESPECT TO THE BUSINESS SERVICES AND RELATED CONTENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STACK SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES INCURRED BY THE LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF OR RELIANCE UPON ANY BUSINESS SERVICES. FURTHERMORE, STACK DOES NOT ASSUME ANY OF THE LEGAL OBLIGATIONS THAT APPLY TO THE PROVIDERS OF THE BUSINESS SERVICES.
IN CASE OF A DISPUTE BETWEEN USERS OF THE PLATFORM, OR BETWEEN USERS AND ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT STACK IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS, YOU HEREBY RELEASE STACK AND STACK'S REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR OUR SERVICE.
WE RESERVE OUR RIGHT TO REFUSE OR SUSPEND PROVISION OF THE SERVICES AND/OR ACCESS TO THE PLATFORM, TO ANYONE, FOR ANY REASON OR FOR NO REASON AT ALL, SUBJECT TO APPLICABLE LAW.
Note: You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site and/or Platform, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.
Registration and User Account
In order to use some of the Platform features and/or Services, you must register and create an account ("Account"). Registration can be done by completing the registration process in the Platform which requires you to provide certain personal information, as further detailed in the Privacy Policy. As part of the registration procedure, you will also be asked to acknowledge that you have read and agree to these terms and conditions.
Your Account is password protected. In order to protect the security of your personal information available on your Account, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You must provide accurate and complete information when creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your Account. If we in good faith believe you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability. If we have reasonable grounds to suspect that you have provided false information, shared your Account log-in details with anyone else, or shared any non-public information from the Platform, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Platform in whole or in part, without refund.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Stack. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events, you must change your password immediately by (a) the settings of your Account or (b) sending us an email to support@stack.expert. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your Account or any other breach of security.
If you wish to either change your log-in details, or cancel and remove your Account, you can send us an e-mail of your request to support@stack.expert. Your Account on the Site will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account.
CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
Consideration
Onboarding and Qualification Plan
Use of the Platform is subject to the purchase of an Onboarding and Qualification Plan, in accordance with the payment plans found on the Site and presented to you as part of your plan purchase process (collectively and respectively, "Plan" and "Plan Terms"). The Plan Terms are incorporated herein by reference and form an integral part of these Terms.
As set forth in the Platform and/or Site, the Plan may be based on (a) recurring subscription-based payments; and/or (b) revenue sharing with respect to transactions cleared via the Platform, as further detailed below.
We may provide a limited free trial version of the Platform, from time to time and at our sole discretion, which may be subject to certain limitations, as set forth in the Plan Terms applicable to such free trial. We may terminate any free version or free trial Plan to the Platform at any time, at our sole discretion and upon notice to you, and reserve the right to charge fees for any use of the Platform at any time. In such case, your Account will be suspended until you purchase a paid Plan to the Platform.
Please note that any Plan will renew automatically based on your Plan’s renewal cycle, unless you terminate your Plan as outlined below (subject to the Plan Terms) prior to the renewal date.
If you fail to pay your Plan fees set forth in the Plan Terms (the “Fees”) on time, or if your payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire Plan may be suspended or canceled. If you fail to pay any Fees when due, we may suspend or terminate your access to the Platform and any services or features, charge you interest at the highest rate allowed by law, and take any other legal action to recover the unpaid fees. Unless otherwise required by law, all payments made hereunder are non-refundable.
Unless otherwise stated, our charges do not include any taxes, levies, duties, or similar governmental assessments, including VAT, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Stack based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
We reserve the right to modify the Plan Terms, Fees, and prices for the Platform at any time and at our sole discretion. Such changes will NOT affect your already paid-up Plan period. Existing Accounts shall receive an email notification of price changes at least thirty (30) days before such change takes place, and the modified Plan Terms and/or Fees shall come into effect upon the next Plan renewal cycle.
You agree to pay the Fees for the Plan from the date on which you purchased the Plan via the Site or Platform (the “Start Date”). The Fees are due and payable from the Start Date, regardless of whether or not you have accessed or used the Platform, or any part of it, and/or whether you established your business and/or used the materials, knowledge and/or information provided to you, and you are obligated to pay the Fees for the entire Plan term. You waive any rights under applicable law to defer, suspend, cancel, or terminate your payment obligations based on your non-use, dissatisfaction, or any other reason, to the maximum extent permitted by law.
Exclusive Payment and Transaction Obligation
The Licensee hereby agrees, represents, and warrants that they shall clear all payments and make all transactions with their clients exclusively via the Platform. Failure to comply with this obligation may result in the termination of the Licensee’s Account by the Company if it reasonably suspects that the Licensee has failed to clear any such transaction via the Platform.
Upon demand by the Company, the Licensee shall provide all necessary assistance, cooperation, documents, and information relating to their business to ensure compliance with the exclusive payment and transaction obligation. The Licensee agrees to indemnify the Company for any loss of business or revenue resulting from transactions not cleared via the Platform. The Company reserves the right to collect any debt open on the Licensee’s account Plan upon such breach.
Commission Entitlement
The Licensee acknowledges and agrees that both the Company and the relevant Licensor which provided Business Services to the Licensee are entitled to a certain commission on transactions cleared by the Licensee via the Platform, as set forth in Exhibit B attached hereto. The commissions will be automatically deducted from the net amount cleared via the Platform, excluding any taxes and transactional fees.
Payment to Licensors
The Licensor shall have the right to receive a commission based on transactions conducted by the Licensee, in accordance with the terms and conditions outlined in Exhibit A. The Company shall remit the commission payment to the Licensor by the 10th day of each calendar month following the Company's actual receipt of the relevant funds (and where mandated by applicable law, such payment shall be contingent upon the Company's receipt of a valid invoice from the Licensor). The Licensor shall be solely responsible for the payment of all taxes associated with the commission, including but not limited to, Value Added Tax (VAT), with the exception of taxes levied on the Company's income. The Company reserves the right to withhold such taxes from the commission payment to the extent required by applicable laws and regulations.
Confidentiality of Commercial Information
All commercial information relating to transactions conducted via the Platform, including but not limited to, financial data, customer information, business strategies, pricing, and any other proprietary information which is not generally known to the public, shall be deemed strictly confidential (hereinafter referred to as "Confidential Information"). The User acknowledges that the Confidential Information is a valuable asset of the Company, and all parties related to the applicable transaction, and agrees to maintain such information in strict confidence. The recipient User shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Company. The recipient User shall use the Confidential Information solely for the purpose of conducting transactions via the Platform and shall not use such information for any other purpose . The recipient User shall take all reasonable measures to protect the Confidential Information from unauthorized access, use, disclosure, or dissemination. The recipient User agrees to indemnify the Company for any breach of this confidentiality obligation, including any damages, losses, or expenses incurred by the Company as a result of such breach. The confidentiality obligations set forth in this section shall survive the termination of this Agreement and shall continue until the Confidential Information no longer has or could have commercial value or until it becomes publicly known .
Third Party Services
You acknowledge and agree that additional charges may be incurred when purchasing Third Party Services through the Platform. The Company shall present Users with the applicable rates, payment terms, and other relevant terms and conditions prior to the User's purchase of any Third Party Services. The provisions of these Terms shall apply, mutatis mutandis, to the payment obligations associated with the purchase of Third Party Services. By purchasing Third Party Services via the Platform, Users hereby accept and agree to be bound by the applicable rates, payment terms, and other terms and conditions presented to them in connection with such purchase.
Online Payment Processors
Payments may be processed via certain online third party payment service providers (“Online Payment Processors”). We may add or change the Online Payment Processors at our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card or bank account. We do not control and are not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractors and have no employment or agency relationship with Stack. Stack is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at your own risk. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. You acknowledge that by accepting the Terms you are fully assuming the risks of conducting any transactions via the Online Payment Processors.
User Generated Content
The Platform enables Users to share and upload, post, publish or make available their own copyrightable materials such as drawings, designs, animations, literary works, texts, images, photos, videos and any other proprietary materials, in order to search and contact other Users (collectively, the “User Generated Content”). User Generated Content includes without limitation any materials and information, including know how, business models, leads and all related intellectual property rights which Licensors upload to the Platform or otherwise provide to Licensees in connection with the Business Services.
The following terms apply to User Generated Content:
You represent and warrant that you are the rightful owner of the User Generated Content you upload to the Service/Platform or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Generated Content and that such User Generated Content does not infringe any third party's intellectual property rights, privacy rights or publicity rights.
SOME OF THE USER GENERATED CONTENT THAT YOU UPLOAD MAY BE MADE PUBLICLY AVAILABLE TO OTHER USERS; AND, THEREFORE, SUCH CONTENT IS DEEMED NON-CONFIDENTIAL AND YOU HEREBY WAIVE ANY PRIVACY RIGHTS AND PUBLICITY RIGHTS (AS APPLICABLE) WITH RESPECT THERETO.
You understand and agree that you are solely responsible for your User Generated Content and the consequences of posting or publishing such User Generated Content. Stack will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Generated Content.
You expressly agree that the User Generated Content will not include any unsolicited promotions, advertising, contests or raffles.
You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for Stack to use or possess in connection with the Service (including but not limited to any content which is defamatory, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent), as determined by the Company, at its sole discretion.
Although Stack has no obligation to screen, edit or monitor any of the User Generated Content, Stack explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any User Generated Content available on the Site at any time and for any reason, and you are solely responsible for creating backup copies of your User Generated Content and replacing any User Generated Content you post or store on the Site at your sole expense.
Stack takes no responsibility and assumes no liability for any User Generated Content uploaded, posted, published and made available by you or any third party in the Site and/or Platform, or for any loss or damage thereto, nor is Stack liable for any mistakes, defamation, libel, falsehoods, obscenities or pornography you or any other third party may encounter.
Stack may create limits on the use of the Platform including limitation on size and storage space available for Users to upload User Generated Content.
As a viewer of the User Generated Content, you agree that if you find that any User Generated Content available on the Platform is offensive harmful, inaccurate, misleading or were posted in violation of these Terms, you may simply stop viewing such User Generated Content and please contact our Misconduct Agent or our Copyright Agent, as applicable (for more information see below).
License to User Generated Content
As long as your User Generated Content is subject to any applicable copyright or other intellectual property laws, it shall remain at all times, and to the extent permitted by law, your sole and exclusive property. We do not claim ownership of your User Generated Content. However, we need certain licenses to your User Generated Content for business purposes and in order to enable different functions in the Platform.
When you upload, post, publish or make available any User Generated Content on the Site and/or Platform, you grant us a perpetual, non-exclusive, royalty-free, and worldwide license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works (solely for the purpose of better showcasing your User Generated Content), store and use such User Generated Content, in connection with the Platform, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future for the purpose of operating, marketing, promoting and improving Stack and for any other legitimate business purposes. You hereby waive any moral rights, attribution rights and publicity rights (if any) with respect to our use of the User Generated Content in accordance with these Terms.
Furthermore, when Licensors provide User Generated Content to Licensees to which the Licensor provides Business Services, the Licensee is granted a perpetual, non-exclusive, royalty-free, and worldwide license to access, view and use the User Generated Content for its own purposes, including to develop its own business operation. You, in your capacity as a Licensor agree and acknowledge that such User Generated Content may be used to compete with your own business, and your hereby disclaim any claim against the Company and any other User in this respect. Please note that the Company cannot monitor or control what other Users do with your User Generated Content.
STACK TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER GENERATED CONTENT UPLOADED, POSTED, PUBLISHED AND/OR MADE AVAILABLE BY YOU OR ANY THIRD PARTY IN THE SITE AND/OR PLATFORM, FOR ANY LOSS OR DAMAGE THERETO OR FOR ANY LOSS OR DAMAGE IT MAY CAUSE THIRD PARTIES, NOR IS STACK LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD PARTY MAY ENCOUNTER WITH RESPECT TO THE USER GENERATED CONTENT.
The Platform does not serve as a backup service. Termination of these Terms for any reason will result in loss of access to your User Generated Content, or any other User Generated Content available via the Platform. It is your sole responsibility to maintain backups of all such User Generated Content, and you hereby disclaim any and all claims against the Company in this respect. The Company shall not be held liable for any loss, damage, or inconvenience suffered by you as a result of your failure to maintain adequate backups of your User Generated Content or any other User Generated Content available via the Platform.
Use Restrictions
There are certain conducts which are strictly prohibited when using the Site and/or Platform. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Stack's sole discretion) in the termination of your Account and use of the Site and/or Platform and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by Stack, you may not (and you may not permit anyone to): (a) use the Site and/or Platform and/or the Content and/or User Generated Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Platform and/or Content and/or User Generated Content for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the Site and/or Platform any restrictions and signs indicating proprietary rights of Stack or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or Platform or the servers or networks that host the Site and/or Platform, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site and/or Platform; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or Platform; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content and/or User Generated Content made accessible by Stack on or through the Site and/or Platform, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content unless you have first obtained written permission as provided in these Terms; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Stack's proprietary rights, including Stack's Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content and/or User Generated Content on any other site or networked computer environment for any purpose without Stack’s prior written consent; (l) create a browser or border environment around Stack Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Platform and/or the Services and/or Content and/or User Generated Content; (n) frame or mirror any part of the Site and/or Platform without Stack's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content and/or User Generated Content from the Site and/or Platform; (p) transmit or otherwise make available in connection with the Site and/or Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site and/or Platform for any purpose for which the Site and/or Platform is not intended; and/or (s) provide Stack with false personal information or payment method; (t) and/or infringe and/or violate any of the Terms.
Social Media Features
The Platform may include social sharing and posting features and other integrated tools (for example the Facebook "Share" buttons, YouTube, Twitter, LinkedIn etc.) ("Social Features").
The Social Features are operated or allow for social integration with certain third party social networks or third party platforms (“Social Network"). These are created and maintained by third parties who are not affiliated with and/or controlled by us. Your use of the Social Features is subject to the applicable third party Social Network terms of use and privacy policies. If you do not agree to the practices described in such terms you should not use the Platform's integration with such Social Networks, however you may find that you are not able to enjoy all the features available by our Service. Stack is not responsible and has no liability for your use of such Social Networks.
Privacy Policy
We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site and/or Platform. Our policy and practices and the type of information collected are described in detail in our Privacy Policy at www.stack.expert/privacy which is incorporated herein by reference. You agree that Stack may use personal information that you provide or make available to Stack in accordance with the Privacy Policy. If you intend to access or use the Site and/or Platform you must first read and agree to the Privacy Policy.
Intellectual Property Rights
The Site, the Platform, the Content and the Company's proprietary assets, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade dress, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company's Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedback, comments or suggestions to Stack (“Feedback”), Stack shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Stack current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require Stack to comply with any additional obligations with respect to any Stack current or future products, technologies or services that incorporate any Feedback.
Trademarks and Trade names
Stack’s marks and logos and all other proprietary identifiers used by the Company in connection with the Services (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site and/or Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
Linking to Stack's Site
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Stack, and does not portray Stack in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Stack's Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
Certain links provided herein permit our Users to leave the Site and/or Platform and enter non-Stack websites or services (including but not limited to Facebook, Google, Twitter and LinkedIn). Those linked websites and services are provided solely as a convenience to you. These linked websites and services are not under the control of Stack and it is not responsible for the availability of such external websites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked websites and services or any link contained in linked websites or service. In addition, Stack is not responsible or liable for such linked websites and services' privacy practices and/or any other practices. Your access to, use of and reliance upon any such websites, services and content and your dealings with such third parties are at your sole risk and expense. Stack reserves the right to terminate any link at any time. You further acknowledge and agree that Stack shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such linked websites or resource. Most of such linked websites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable, and we encourage you to read such documents carefully before using those websites and services, inter alia, in order to know what kind of information about you is being collected.
Availability
The Site and/or App’s availability and functionality depend on various factors, such as communication networks. Stack does not warrant or guarantee that the Site and/or Platform will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
The Company controls and operates the Site and Platform from offices in the United States. The Company does not represent that the Site and/or Platform and/or Content and/or User Generated Content are appropriate or available for use in other locations. If you choose to access the Site and/or Platform and/or Content and/or User Generated Content from other locations, you do so on your own initiative and you are responsible for compliance with local laws, if and to the extent local laws are applicable.
Changes to The Site and App
Stack reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site and/or Platform (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under the Site and/or Platform may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Stack shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site and/or Platform or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
Disclaimers and No Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND STACK, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "STACK'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE, PLATFORM, CONTENT OR USER GENERATED CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR THE PLATFORM, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR THE PLATFORM AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS). STACK AND STACK'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR THE PLATFORM, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE AND/OR THE PLATFORM.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY, INCLUDING USERS AND BUSINESS SERVICES, OTHER THAN STACK.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
THE INFORMATION PROVIDED ON THE SITE AND/OR PLATFORM AND AS PART OF THE CONTENT AND/OR USER GENERATED CONTENT IS TO BE USED FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR YOUR OWN FINANCIAL AND LEGAL DECISIONS. YOU SHOULD CONSULT WITH A PROFESSIONAL IF YOU HAVE SPECIFIC QUESTIONS ABOUT YOUR OWN UNIQUE SITUATION. THE COMPANY DISCLAIMS ALL LIABILITY FOR YOUR RELIANCE ON ANY OPINIONS OR ADVICE CONTAINED ON THE SITE AND/OR PLATFORM AND AS PART OF THE CONTENT AND/OR USER GENERATED CONTENT.
YOU AGREE THAT USE OF THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT THEREIN IS ENTIRELY AT YOUR OWN RISK.
YOU FURTHER AGREE THAT STACK HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE EARNINGS OR RESULTS THAT YOU MAY RECEIVE AS A RESULT OF YOUR USE OF THE SITE, PLATFORM, BUSINES SERVICES, CONTENT, AND/OR USER GENERATED CONTENT. STACK CANNOT AND DOES NOT GUARANTEE THAT YOU WILL ACHIEVE ANY PARTICULAR RESULT OR EARNING. YOU UNDERSTAND THAT RESULTS AND EARNINGS DIFFER FOR EACH USER.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL STACK, INCLUDING STACK'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE PLATFORM, ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT AND/OR USER GENERATED CONTENT AND/OR THE BUSINESS SERVICES, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR USER GENERATED CONTENT AND/OR THE FAILURE OF THE FOREGOING TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF STACK TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF STACK OR STACK'S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER STACK OR STACK'S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT THAT THE APPLICABLE LAW PERMITS, YOU RELEASE US, OUR AGENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, SHAREHOLDERS, AND EMPLOYEES FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS, INCLUDING (WITHOUT LIMITATION) ALL CLAIMS AND DEMANDS RELATING TO UNCOMPLETED OR COMPLETED TRANSACTIONS, OR BUSINESS SERVICES OFFERED FOR SALE OR SUPPLY, OR ACTUALLY SOLD OR SUPPLIED, THROUGH OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS AND/OR YOUR USE OF THE PLAFTROM.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, STACK'S AND STACK'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE PLATFORM AND/OR THE CONTENT AND/OR USER GENERATED CONTENT SHALL BE LIMITED TO THE TOTAL FEES PAID TO THE COMPANY FOR USE OF THE PLATFORM OR $US500.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM STACK'S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
Indemnification
You agree to defend, indemnify and hold harmless Stack, including Stack Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or the Platform and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Site; (iv) your User Generated Content and/or Business Services; and (v) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site and/or the Platform. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
Copyright Agent
Stack respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to Stack Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Stack to locate the material; (iv) information so that Stack can contact you, such as address, telephone number and email address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Stack Copyright Agent can be reached at: support@stack.expert.
Stack has the sole discretion to restrict and/or terminate access to the Services and Platform of Users who are deemed to be repeat infringers of third party's copyright works.
Amendments to the Terms
Stack may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
Termination of these Terms, Termination or Suspension of your Account, and the Termination of the Site's operation
These Terms shall remain in effect until terminated as set forth herein. In the event of your failure to comply herewith or if Stack reasonably determines that your use of the Platform is unethical, immoral, unlawful or is otherwise inappropriate to use purposes for which the Platform is intended, Stack may immediately temporarily or permanently limit, suspend or terminate your use of the Site and/or Platform and/or deny access to your Account. Except as set forth in Exhibit A, or Exhibit B, if you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, you may terminate these Terms at any time by exiting our Site and/or Platform and stopping your use thereof and/or sending the following e-mail to support@stack.expert:
Please cancel my plan.
I understand that by canceling, I will lose access and permission to use all content available on the Stack platform, which may include content provided by Stack or it’s licensors; however, I acknowledge I am still bound by all ongoing provisions in the Terms which I agreed.
Signed,
[ENTER YOUR NAME]
This will be your sole remedy in such circumstances.
We note that we can suspend access to the Site and/or Platform and/or your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account ; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Stack, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; (f) if you, at our sole discretion, determined as a repeat infringer (a User who has been notified of infringing activity more than twice); and/or (g) we are required to by law. We may, but are not obligated to, provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
Upon termination of these Terms for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Site and/or Platform and so certify to Stack if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Use Restrictions, Intellectual Property, Trademarks and Trade names, Disclaimers and No Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
General
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Terms and/or Site and/or Platform and/or Services or the use thereof will be governed by and interpreted in accordance with the laws of the state of Delaware, without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Terms and/or Site and/or Platform and/or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Delaware. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Stack may seek injunctive relief in any court of competent jurisdiction, (d) the prevailing party in any dispute arising out of or related to the Terms and/or Site and/or Platform and/or Services, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorney’s fees and costs from the other party, (e) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (f) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (g) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (h) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (i) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Stack, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to support@stack.expert.
Exhibit A - Additional Terms for Licensors
The following terms shall apply when you use the Platform in your capacity as a Licensor (in addition to any provision of the Terms):
Licensee Onboarding Support: You agree to provide support to Stack in the Licensee onboarding process to the best of your abilities and in a timely manner.
Provision of Business Services: You shall provide the Business Services to Licensees in a fair, transparent, and reasonable manner, appropriate for the scope of the Business Services provided. This includes, without limitation, the provision of supporting materials, guidance, a monthly video call to each Licensee and ongoing email support. You shall refrain from engaging in any unethical, unlawful, inappropriate, or harassing conduct and shall not make representations or commitments on behalf of Stack without prior written authorization.
Licensee’s Use of Business Services: You acknowledge and agree that the Licensee may use your Business Services and the information you provide them freely and at their own discretion, subject to any applicable intellectual property rights, including for the purpose of launching similar activities in your business domain. You are expressly prohibited from requiring Licensees to use any of the information, material, or resources you provide within the operation of their businesses.
Professional and Workmanlike Manner: You represent and warrant that your User Generated Content and Business Services are provided in a professional and workmanlike manner, in accordance with industry best practices, and you shall make commercially reasonable efforts to ensure that the Licensee is satisfied with your Business Services.
Lead Generation and Commission: You shall have the option to provide customer leads to the Licensee. In the event that a lead converts to a Licensee’s client, the Licensee shall pay a commission to you in the percentage of the Net Revenue set forth in the Plan Terms, or as otherwise notified to you by the Company in writing. Net Revenue is defined as the actual transaction cost cleared through the Platform by the Licensee with respect to their applicable client, minus any taxes and transactional surcharges. The lead must be designated as such in the Platform. The Company shall deduct its commission from the Licensee’s payment and remit it to you in accordance with the payment terms set forth in these Terms (Exhibit B).
Plan Fee Waiver: In consideration of your commitment outlined in Section 6, the Company shall waive any Fees due for your first year of use of the Platform.
Indemnification: You agree to fully indemnify and hold harmless the Company from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with third party claims relating to the Business Services you provide as part of the Platform.
Additional Terms and Conditions: You shall not impose any additional terms and conditions when providing the Business Services to the Licensee without the Company's prior written consent.
Exhibit B - Additional Terms for Licensees
The following terms shall apply when you use the Platform in your capacity as n Licensee (in addition to any provision of the Terms):
Exclusive Payment Processing: You hereby agree and covenant that you shall collect and clear all payments from your customers exclusively through the Stack Platform. The Company reserves the right, at its sole discretion, to exercise audit rights to ensure your compliance with this exclusive payment processing requirement and you shall provide the Company will all documents, records and information requested by it in this respect. You acknowledge and agree that payment collection and invoicing from your clients will occur through Stack's payment platform, will be subject to processing fees, and you hereby authorize the Company to collect and process such payments, and deduct the processing fees, on your behalf.
Indemnification for Lost Revenue: You agree to indemnify, defend, and hold harmless the Company from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any loss of revenue incurred by the Company as a result of your failure to comply with the exclusive payment processing requirement, as determined by the Company.
Confidentiality and Restrictions on Use: You acknowledge and agree that any information, User Generated Content, or other content and materials provided to you by the Licensor as part of the Business Services (collectively, "Confidential Information") constitute confidential and commercially sensitive information intended solely for your internal use. You shall not modify, repackage, resell, sublicense, create derivative works of, or otherwise publicly disseminate any Confidential Information without the prior written consent of the Company and the Licensor. You agree to indemnify, defend, and hold harmless the Company and the Licensor from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any unlawful actions or breaches of this provision.
Bonuses and Gifts: You may be eligible to receive bonuses or gifts upon achieving specific commercial milestones, subject to the terms and conditions mutually agreed upon between the Company and yourself in writing from time to time, or as otherwise expressly detailed in the Plan Terms. The Company reserves the right to modify or terminate any bonus or gift program at its sole discretion.
Promotion and Marketing Efforts: You acknowledge that the Company and Licensor invest considerable efforts in creating the Business Services. In consideration thereof, you agree to make commercially reasonable efforts to promote and market your business. If the Company determines, in its sole discretion, that you have failed to make such efforts, it may increase the commission rates and Plan Fees due hereunder by providing written notice to you.
Onboarding and qualification Plan Payments: For any transaction you make with your customers, you shall pay a portion of the payment you received from such transaction to the Company in the percentage of the Net Revenue set forth in the Plan Terms, or as otherwise notified to you by the Company in writing. If no such notification is made, the commission rate shall be 10% of the Net Revenue, which is defined as the actual transaction cost cleared through the Platform by you with respect to the applicable client, minus any taxes and transactional surcharges. You hereby authorize the Company to automatically deduct the commission from any payment cleared via the Platform.
Customer Leads: Either the Licensor or Stack may, at their sole discretion, provide customer leads to you. In the event that a lead converts to your client, in addition to the payment commission obligations set forth in Section 6 above, you shall pay a commission to the Licensor or to Stack (as applicable), in the percentage of the Net Revenue set forth in the Plan Terms, or as otherwise notified to you by the Company in writing. If no such notification is made (in the Plan Terms or otherwise), the commission rate shall be 25% of the Net Revenue, which is defined as the actual transaction cost cleared through the Platform by the Licensee with respect to the applicable client, excluding any taxes and transactional surcharges.