EULA - CorporateStack

CorporateStack Enterprise End User License Agreement (EULA)

This Enterprise End User License Agreement (“Agreement”) governs the access and use of CorporateStack’s cloud-based digital transformation platform and software solutions (the “Software” or “Services”) by the Customer (“Customer”). By using the Services, the Customer agrees to be bound by the terms of this Agreement.

1. Term of the Agreement

The duration of this Agreement (the “Term”) shall be as specified in writing at execution. The Agreement is automatically renewed for an equal term unless either party provides written notice of termination at least thirty (30) days prior to the end of the Term.

2. Definitions

Solution: A CorporateStack product or suite of features, including software modules, integrations, Customizations, and associated services. Each Solution provided to the Customer will be detailed in the Sales Order and is governed under this Agreement.
Subscription Plan: The specific set of CorporateStack Solutions, features, and Cloud Hosting Services selected by the Customer, as defined in the Sales Order. Additional Users or upgrades may incur fees as specified in this Agreement.
Software: The online software application provided by CorporateStack as part of the Services, including updates, upgrades, and modifications made available under this Agreement.
Software as a Service (SaaS): The Subscription Services provided by the Software to the Customer, including access, use, and hosting, as described in Clause 3.
Cloud Hosting Services: Hosting infrastructure provided and fully managed by CorporateStack, including Tier-III or equivalent data centers, automated verified backups, encryption, disaster recovery plans, and other hosting services included in the Subscription Plan.
User: Any active account authorized to access creation or editing features of the Software. Deactivated accounts or external portal users with limited access are not counted as Users.
Authorized Users: The Customer’s employees or contractors authorized by the Customer to access and use the Software, Services, and Documentation under this Agreement.
Customer Data: All data and information provided, entered, or integrated into the Software by the Customer or Authorized Users for the purpose of using the Services, including personally identifiable information. The Customer is solely responsible for the accuracy, quality, integrity, legality, and rights to use such data.
Customization: Any modification, script, configuration, or additional feature applied to a CorporateStack Solution that alters, extends, or enhances its standard behavior. Customizations may be developed by the Customer, CorporateStack, or a third party, and are governed under this Agreement when included in the Sales Order or agreed in writing.
License: The non-exclusive, non-transferable right granted to the Customer to access and use the Software under the terms of this Agreement.
Bug: Any failure or defect in the Software or Customization causing a complete stop, error traceback, or security breach, not caused by Customer misuse or configuration errors.
Documentation: Written materials, manuals, guides, and other documents provided to Authorized Users describing the Software, Services, and instructions for use
Order Form / Sales Order: The document detailing the Solution(s), Subscription Plan, number of Users, fees, payment terms, support, and scope of Services to be provided by CorporateStack.
Confidential Information: Proprietary or confidential information disclosed by a party to the other under this Agreement, as defined in Clause 8.
Business Day: Any day which is not a Saturday, Sunday, or public holiday in the jurisdiction of the CorporateStack billing entity.

3. Access to the Software

License Grant: CorporateStack grants the Customer a non-exclusive, non-transferable license to access and use the CorporateStack Solution, either through the native SaaS platform hosted by CorporateStack or via a Managed SaaS deployment fully managed by CorporateStack.
Cloud Platform: CorporateStack hosts and fully manages the Cloud Platform, ensuring secure, reliable, and high-performance access to the Solution. The Cloud Platform includes automatic backups, disaster recovery mechanisms, data encryption in transit and at rest, and continuous monitoring to guarantee optimal uptime and system availability. Customers access the Solution remotely via secure login credentials and are assured that CorporateStack maintains all operational, infrastructure, and security responsibilities for the hosted environment.
Usage Verification: The Customer agrees that the Software may collect usage statistics, including the number of Users, the Products (Solutions) and features activated, and any Customer Customizations. CorporateStack uses this data solely to verify proper usage under the License, optimize system performance, and plan upgrades or feature improvements. All collected data will be handled in strict accordance with CorporateStack’s Privacy Policy and will not be shared with third parties without the Customer’s consent.
Termination: Upon expiration or termination of this Agreement, the License granted to the Customer is immediately revoked, and the Customer must cease all use of the Software. Any continued or unauthorized use of the Software after termination may result in an additional fee of up to 100% of the applicable list price per User.

4. The SaaS Services

Bug Fixing Service: CorporateStack will make commercially reasonable efforts to address Bugs reported via the designated support channels, responding within two (2) Business Days. Fixes for Bugs in Covered Versions will also be applied to more recent Covered Versions.
Security Updates: Security fixes for the Cloud Platform will be applied automatically without Customer action.
Upgrade Services: CorporateStack provides upgrades to convert databases to the latest Covered Version. Upgrade services include conversion of Covered Extra Modules and fixes caused by the upgrade process. Customer is responsible for validating and adapting third-party extensions.
Cloud Hosting Services: CorporateStack shall provide the Customer with hosting services for the Software exclusively through Tier III or higher data centers located within the region, ensuring the highest levels of security, availability, and compliance. CorporateStack guarantees the following standards as part of its hosting obligations:
1. Hosting shall be provisioned in no fewer than three geographically distinct regions within the designated territory to ensure resilience and service continuity.
2. All services shall be operated on Tier III (or higher) IaaS-certified facilities, guaranteeing 99.9% network uptime and adherence to industry-recognized best practices for availability and fault tolerance
3. End-to-end data protection shall be enforced through Grade A SSL/TLS encryption for all data in transit, and secure encryption mechanisms for data at rest.
4. Automated and verified backup processes shall be maintained, with backups replicated across multiple hosting regions to prevent single points of failure.
5. A Disaster Recovery Plan (DRP) shall be maintained, periodically tested, and documented to ensure operational continuity in the event of a catastrophic failure.

Support Services: CorporateStack shall provide the Customer with comprehensive support services as part of the Subscription. Such support shall include:

1. Unlimited support requests relating to the identification, reporting, and resolution of Bugs, as well as guidance on the use of standard features within the Software.
2. Requests for custom development, enhancements, or modifications beyond the scope of the standard Software shall not be deemed support services and may be subject to separate written agreements, including applicable fees and delivery timelines.

5. Obligations of CorporateStack

Performance Undertaking: CorporateStack undertakes that the Services shall be performed substantially in accordance with the Documentation and with reasonable skill, care, and professional diligence.
Limitations and Remedies:
1. The undertaking in Clause 5.1 shall not apply to any non-conformance resulting from:
  (a) use of the Services contrary to CorporateStack’s instructions; or
  (b) modification or alteration of the Services by any party other than CorporateStack or its duly authorized contractors or agents.
2. In the event the Services do not conform to the foregoing undertaking, CorporateStack shall, at its own expense, use commercially reasonable efforts to promptly correct such non-conformance or provide the Customer with an alternative means of achieving the desired functionality. Such correction or substitution shall constitute the Customer’s sole and exclusive remedy for any breach of the undertaking in Clause 5.1.
3. Notwithstanding the foregoing, CorporateStack does not warrant that the Customer’s use of the Services will be uninterrupted, error-free, or fully meet the Customer’s requirements; and is not liable for delays, delivery failures, or any loss or damage arising from the transfer of data over communications networks or facilities, including the Internet.
Licensing and Permissions: CorporateStack represents and warrants that it holds and shall maintain all necessary licenses, consents, and permissions required for the performance of its obligations under this Agreement.
Cloud Hosting and Data Security: CorporateStack warrants that the Services are hosted on a secure, Tier-III or equivalent cloud platform. Automated, verified database backups are performed regularly, and CorporateStack employs industry-standard security measures to protect the integrity, confidentiality, and availability of Customer data.

6. Obligations of the Customer

General Obligations: The Customer shall:
1. Fully cooperate with CorporateStack in connection with this Agreement
2. Provide CorporateStack with all information and documentation reasonably required for the performance of the SaaS Services.
3. Comply with all applicable laws, regulations, and standards in connection with its activities under this Agreement.
4. Perform all other responsibilities set forth in this Agreement in a timely and efficient manner. Should the Customer delay the provision of required assistance, CorporateStack may reasonably adjust any agreed timetable or delivery schedule.
5. Obtain and maintain all necessary licenses, consents, and permissions required for CorporateStack, its contractors, and agents to perform their obligations under this Agreement.
Restrictions on Use: Except as permitted by applicable law or expressly authorized under this Agreement, the Customer shall not:
1. Copy, modify, adapt, translate, or create derivative works of the Software or Documentation.
2. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
3. Use the Services to develop a product or service that competes with CorporateStack.
4. License, sublicense, sell, rent, lease, or otherwise commercially exploit the Software, Services, or Documentation.
5. Share login credentials or permit access by any unauthorized third parties.
Customer Data:
1. Customer is solely responsible for the accuracy, legality, integrity, reliability, and appropriateness of all Customer Data provided to CorporateStack.
2. CorporateStack shall store, backup, and maintain Customer Data in accordance with industry-standard security and hosting practices but shall not be responsible for the accuracy or completeness of such data.
3. Upon termination or expiration of this Agreement, Customer Data may be deleted from CorporateStack’s servers unless otherwise agreed in writing.
4. Customer shall ensure that all Customer Data does not infringe third-party rights, contain viruses, or violate applicable laws.
Data Protection: CorporateStack shall act as a Data Processor under applicable data protection laws, and shall only process Customer Data for the purposes of providing the Services. Upon termination of this Agreement, CorporateStack shall return or delete Customer Data unless retention is required by law.

7. Proprietary Rights

All right, title, and interest in and to the Software, Solutions, Services, Documentation, and any associated Intellectual Property Rights are owned exclusively by CorporateStack or its licensors.
The Customer is granted only the limited License to use the Software as expressly set forth in this Agreement.
Customer shall not commercialize, sublicense, transfer, or exploit the Software, Services, or Documentation beyond the scope of the License.
Intellectual Property Rights: Includes, without limitation, copyrights, trademarks, trade secrets, patents, inventions, moral rights, and all similar proprietary rights, whether registered or unregistered, worldwide.

8. Confidential Information

Definition: “Confidential Information” means any information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is proprietary, sensitive, or private, whether in written, electronic, visual, or oral form, and which is:
1. Clearly marked or identified as confidential at the time of disclosure, or
2. By its nature, reasonably understood to be confidential.
Exclusions: Confidential Information does not include information that:
1. Is already public through no fault of the Receiving Party;
2. Was lawfully in the Receiving Party’s possession before disclosure;
3. Is received legitimately from a third party without restriction; or
4. Is independently developed without reference to the Disclosing Party’s Confidential Information.
Obligations of Receiving Party: The Receiving Party shall:
1. Maintain strict confidentiality.
2. Use the information solely to fulfill obligations under this Agreement;
3. Limit access to employees or agents with a strict need-to-know, bound by written confidentiality obligations;
4. Be fully responsible for any breach by its employees or agents.
Permitted Disclosure: Disclosure is permitted only when required by law, judicial, or governmental order, provided the Receiving Party promptly notifies the Disclosing Party and cooperates, at the Disclosing Party’s expense, to limit disclosure to what is strictly necessary.
Return or Destruction: Upon request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including copies, and provide written certification of such destruction.
Remedies: The Receiving Party acknowledges that any unauthorized disclosure or use may cause irreparable harm. The Disclosing Party may seek immediate injunctive or equitable relief, in addition to any other legal remedies.
Ownership: All Confidential Information remains the sole property of the Disclosing Party. No rights, licenses, or ownership interests—patent, copyright, trademark, or otherwise—are granted, except the limited right to use the information strictly under this Agreement. Confidential Information is provided “as is,” without any warranty.

9. Warranties and Disclaimers

Warranties: CorporateStack warrants that it owns or has valid licenses to all Software provided under this Agreement. CorporateStack will perform the Services using commercially reasonable skill and care under normal operational conditions and while the Customer is in good standing with respect to all payment obligations. The sole and exclusive remedy for any breach of this warranty shall be the prompt correction of any defects or non-conformances in the Software by CorporateStack, at its discretion.
Disclaimers – Correction of Defects: Except as expressly stated in this Agreement, CorporateStack provides the Software “as is” and makes no warranties, express or implied. While CorporateStack will use commercially reasonable efforts to correct any defects or non-conformances in the Software, the Customer acknowledges that the Software may require adaptation to comply with local laws, regulations, or specific business requirements. CorporateStack does not warrant that the Software will be error-free, uninterrupted, or fully compliant with all legal or regulatory requirements without such adaptations.

10. Limitation of Liability

Responsibility: The Customer is solely responsible for how it uses the Services and Documentation. CorporateStack is not liable for errors, omissions, or actions taken per Customer instructions.
Exclusions: CorporateStack, its employees, and contractors are not liable for:
1. Loss of profits, business, goodwill, or reputation;
2. Loss, corruption, or unauthorized access to data;
3. Any indirect, special, or consequential damages.
Total Liability: CorporateStack’s maximum liability under this Agreement, for any cause of action, shall not exceed the total Subscription Fees paid for the affected User Subscription immediately before the claim arose.
“As Is”: The Services and Documentation are provided “as is,” with all implied warranties excluded to the fullest extent permitted by law.

11. Force Majeure

Neither party shall be liable for any delay in performance or failure to perform any of its obligations under this Agreement, in whole or in part, if such delay or failure is caused by events or circumstances beyond the reasonable control of the affected party, including, without limitation, acts of God, natural disasters, fire, flood, epidemic, pandemic, strikes, labor disputes, civil unrest, acts of war, terrorism, governmental actions, or any other event of force majeure.
The affected party shall promptly notify the other party of the occurrence of such event and shall use commercially reasonable efforts to mitigate the impact of the force majeure event on the performance of its obligations.

12. Fees and Payment

Standard Charges: The fees payable under this Agreement shall be calculated on the basis of the number of Authorized Users and the Subscription Plan selected by the Customer at the time of execution. Additional Users or upgrades during the Term shall incur additional fees, charged on a pro-rata basis based on CorporateStack’s prevailing list price for the Customer’s jurisdiction.
Renewal Charges: Renewal fees for existing Customers may increase by a maximum of ten percent (10%) year-over-year, irrespective of prevailing list prices for new Customers.
Taxes: All fees under this Agreement are exclusive of taxes. The Customer shall be responsible for all applicable taxes, duties, levies, or similar governmental charges unless CorporateStack is legally required to collect such amounts.

13. Termination

Term: This Agreement shall be effective for twelve (12) months and automatically renew for successive twelve (12) month periods unless the Customer provides written notice of non-renewal at least thirty (30) days prior to expiration.
Effect of Termination: Upon termination or expiration:
1. All rights granted under this Agreement shall immediately cease.
2. CorporateStack shall stop providing the Services, and all usage rights shall terminate.
3. If termination is due to a Customer breach, the Customer shall pay all outstanding fees and amounts due for the remainder of the Term.
4. Customer may terminate or elect not to renew at any time by providing the agreed notice, without penalty.
5. Tangible Confidential Information shall be returned or destroyed, except that legal counsel may retain one archival copy for dispute purposes.
Survival: Intellectual Property Rights, fees and payments, effects of termination, indemnification, disclaimers, limitation of liability, disputes, and other provisions expressly stated to survive shall remain in effect after termination or expiration.

14. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by, interpreted, and enforced in accordance with the applicable laws relevant to the CorporateStack billing entity. All rights, obligations, and performance under this Agreement, including taxes, fees, and billing, shall be determined based on the CorporateStack entity responsible for invoicing the Customer.
Jurisdiction: Each party irrevocably consents to the exclusive jurisdiction and venue of the courts or arbitration forums applicable to the CorporateStack billing entity for any disputes arising out of or relating to this Agreement. Process may be served in any manner permitted by law. Each party waives any objection to jurisdiction, venue, or service of process in such forums.

15. General Provisions

Entire Agreement: This Agreement, including its exhibits, schedules, Related Agreements, and any other documents delivered pursuant hereto, constitutes the full and entire understanding between the parties with respect to its subject matter. No party shall be bound by or liable for any representations, warranties, covenants, or agreements not expressly set forth herein.
Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect as if such provision had never been included.
Amendment and Waiver: This Agreement may be amended, modified, or supplemented only in writing signed by authorized representatives of both parties. No waiver of any right or obligation under this Agreement shall be effective unless in writing and signed by the waiving party.
Notices: All notices required or permitted under this Agreement shall be in writing and deemed effectively given:
1. Upon personal delivery;
2. When sent via confirmed electronic mail, telex, or facsimile during normal business hours (otherwise on the next Business Day);
3. Five (5) days after being sent by registered or certified mail, return receipt requested, postage prepaid; or
4. One (1) day after deposit with a nationally recognized overnight courier specifying next-day delivery, with written verification of receipt.
Tiles and Subtitles: Section and subsection titles are for convenience only and shall not affect the interpretation of this Agreement.
Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Pronouns: All pronouns in this Agreement, and any variations thereof, shall be construed to refer to the masculine, feminine, neutral, singular, or plural as the context requires.