CorporateStack Enterprise End User License Agreement (EULA)
1.1 Term of the Agreement
This Agreement shall commence on the Effective Date and continue for the initial Term specified in the applicable Sales Order. Thereafter, the Agreement shall automatically renew for successive renewal Terms of equal duration, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
2. Definitions
2.1 Solution: A CorporateStack product or set of features made available to the Customer under an applicable Order Form.
2.2 Subscription Plan: The specific combination of Solutions, features, Cloud Hosting Services, and usage limits selected by the Customer, as specified in the applicable Order Form.
2.3 Software: The cloud-based software application made available by CorporateStack as part of the Services, including any updates, enhancements, or modifications provided in accordance with this Agreement.
2.4 Software as a Service (SaaS): The cloud-based services provided by CorporateStack that enable the Customer to access and use the Software on a subscription basis.
2.5 Cloud Hosting Services: The hosting, operation, and management of the Software by CorporateStack as part of the Services, using industry-standard cloud infrastructure and security practices.
2.6 User: An individual account authorized to access the Software under the Subscription Plan.
2.7 Authorized Users: The Customer’s employees or contractors authorized by the Customer to access and use the Services and Documentation in accordance with this Agreement.
2.8 Customer Data: All data and information submitted, uploaded, or otherwise provided by or on behalf of the Customer or its Authorized Users through the Services.
2.9 Customization: Any configuration, modification, script, or additional feature that alters or extends the standard functionality of the Software, whether developed by CorporateStack, the Customer, or a third party, and made available pursuant to an Order Form or written agreement.
2.10 License: The limited, non-exclusive, non-transferable right to access and use the Services in accordance with this Agreement.
2.11 Documentation: The user guides, manuals, technical documentation, and other written materials made available by CorporateStack describing the Services or Software.
2.12 Order Form: A written ordering document or sales order executed by the parties that specifies the Subscription Plan, fees, term, and other applicable commercial terms for the Services.
2.13 Confidential Information: Has the meaning set forth in Section 7 (Confidential Information).
2.14 Business Day: Any day other than a Saturday, Sunday, or public holiday in the jurisdiction of the applicable CorporateStack billing entity.
3. The SaaS Services
3.1 Service Delivery: CorporateStack shall make the Software available to the Customer on a subscription basis and shall use commercially reasonable efforts to operate and maintain the Software in accordance with this Agreement and the applicable Documentation.
3.2 Security Updates: CorporateStack may implement updates, patches, and fixes to the Software and Cloud Platform, including security updates, as necessary to maintain the security, stability, and performance of the Services.
3.3 Upgrades: CorporateStack may make upgrades, enhancements, or modifications to the Software available from time to time in accordance with its standard product lifecycle and support policies.
3.4 Cloud Hosting Services: CorporateStack shall host and operate the Software using industry-standard cloud infrastructure and security practices designed to provide a secure, reliable, and scalable environment. CorporateStack implements reasonable administrative, technical, and physical safeguards to protect Customer Data, including encryption of data in transit using TLS 1.2 or higher (or successor standards) and encryption of data at rest using strong, industry-standard encryption, in accordance with applicable laws and generally accepted security practices.
3.5 Support Services: CorporateStack shall provide support services for the Software in accordance with its then-current support policies applicable to the Subscription Plan purchased by the Customer. Support services are intended to assist with the use of standard features of the Software and the identification and reporting of defects. Requests for custom development, enhancements, or modifications are outside the scope of standard support services and may be subject to separate written agreements and fees.
4. Obligations of CorporateStack
4.1 Performance of the Services: CorporateStack shall use commercially reasonable efforts to provide the Services in accordance with this Agreement and the applicable Documentation, and to perform the Services with reasonable skill, care, and professional diligence.
4.2 Limitations and Remedies: The performance undertaking in Section 5.1 shall not apply to any non-conformance resulting from:
(a) use of the Services in a manner not authorized by this Agreement or the Documentation; or
(b) modifications or alterations to the Services not performed or expressly authorized by CorporateStack.
If the Services fail to materially conform to the performance undertaking in Section 5.1, CorporateStack shall, as the Customer’s sole and exclusive remedy, use commercially reasonable efforts to correct such non-conformance or provide a reasonable workaround.
4.3 No Other Warranties: Except as expressly set forth in this Agreement, CorporateStack does not warrant that the Services will be uninterrupted, error-free, or that they will meet the Customer’s specific requirements, and disclaims all other warranties, whether express, implied, statutory, or otherwise, to the fullest extent permitted by law.
4.4 Cloud Authority and Rights: CorporateStack represents that it has the right to provide the Services in accordance with this Agreement.
5. Obligations of the Customer
5.1 General Obligations:The Customer shall:
(a) comply with this
Agreement, the Documentation, and all applicable laws and regulations;
(b) provide accurate and complete information reasonably required for CorporateStack to provide the Services; and
(c) cooperate with CorporateStack in connection with the provision of the Services.
The Customer is responsible for ensuring that it has all necessary rights and permissions to provide Customer Data to CorporateStack and to use any third-party systems or content in connection with the Services. CorporateStack shall not be responsible for any delay or failure in the performance of the Services resulting from the Customer’s failure to meet its obligations under this Section.
5.2 Restrictions on Use: Except as expressly permitted by this Agreement or applicable law, the Customer shall not, and shall not permit any Authorized User or third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Software or Documentation, other than through configuration or use of the Services as expressly permitted by this Agreement and the Documentation;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except to the extent such restriction is prohibited by applicable law;
(c) access or use the Services to develop, offer, or support a product or service that competes with CorporateStack;
(d) sell, resell, sublicense, rent, lease, or otherwise commercially exploit the Services; or
(e) share access credentials, permit unauthorized access to the Services, or access the Services in a manner that circumvents usage limits, security controls, or other technical restrictions.
5.3 Customer Data: The Customer is solely responsible for the content, accuracy, legality, integrity, and quality of all Customer Data provided to or processed through the Services. The Customer represents and warrants that it has all necessary rights, permissions, and consents to provide Customer Data to CorporateStack and to permit CorporateStack to process such Customer Data in accordance with this Agreement.
CorporateStack shall not be responsible for reviewing, validating, or ensuring the accuracy, completeness, or legality of Customer Data and has no obligation to monitor Customer Data, except as required by applicable law or expressly set forth in this Agreement.
5.4 Data Protection: CorporateStack shall process Customer Data solely as a data processor and only for the purpose of providing the Services, in accordance with applicable data protection laws and the CorporateStack Data Processing Addendum (“DPA”), which is incorporated into this Agreement by reference and available at: (DPA)
In the event of any conflict between this Agreement and the DPA with respect to the processing of Customer Data, the terms of the DPA shall prevail.
6. Proprietary Rights
6.1 Ownership: All right, title, and interest in and to the Software, Services, Solutions, Documentation, and all related technology and Intellectual Property Rights are and shall remain the exclusive property of CorporateStack or its licensors. No rights are granted to the Customer other than those expressly set forth in this Agreement.
6.2 License Grant: Subject to the terms and conditions of this Agreement, CorporateStack grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the applicable Term solely for the Customer’s internal business purposes.
6.3 Restrictions: Except as expressly permitted under this Agreement, the Customer shall not commercialize, sublicense, assign, transfer, or otherwise exploit the Software, Services, or Documentation, in whole or in part.
6.4 Intellectual Property Rights: For purposes of this Agreement, “Intellectual Property Rights” means all intellectual and proprietary rights, including without limitation copyrights, trademarks, service marks, trade secrets, patents, inventions, moral rights, know-how, and all similar rights, whether registered or unregistered, throughout the world.
7. Confidential Information
7.1 Definition: “Confidential Information” means any non-public, proprietary, or confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether in written, electronic, oral, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was lawfully known to the Receiving Party prior to disclosure;
(c) is lawfully received from a third party without breach of any obligation of confidentiality; or
(d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
7.3 Confidentiality Obligations: The Receiving Party shall:
(a) use the Confidential Information solely for purposes of performing under this Agreement;
(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but no less than reasonable care; and
(c) restrict disclosure of Confidential Information to its employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein.
The Receiving Party shall be responsible for any breach of this Section by its employees, contractors, or agents.
7.4 Compelled Disclosure: The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice and cooperates reasonably, at the Disclosing Party’s expense, to limit the scope of such disclosure.
7.5 Return or Destruction: Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except that one archival copy may be retained solely for legal or compliance purposes.
7.6 Remedies: The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and that the Disclosing Party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.
7.7 Ownership and No Warranty: All Confidential Information remains the exclusive property of the Disclosing Party. Except as expressly provided in this Agreement, no rights or licenses are granted with respect to Confidential Information. Confidential Information is provided “as is,” without warranty of any kind.
8. Warranties and Disclaimers
8.1 Limited Warranties: CorporateStack warrants that it has the right to provide the Services in accordance with this Agreement. CorporateStack further warrants that it will use commercially reasonable efforts to perform the Services with reasonable skill and care under normal operating conditions
8.2 Exclusive Remedy:If the Services fail to materially conform to the warranties set forth in Section 9.1, CorporateStack’s sole and exclusive obligation, and the Customer’s sole and exclusive remedy, shall be for CorporateStack to use commercially reasonable efforts to correct such non-conformance or provide a reasonable workaround.
8.3 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CORPORATESTACK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CORPORATESTACK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THEY WILL MEET THE CUSTOMER’S SPECIFIC REQUIREMENTS, OR THAT THE SERVICES WILL COMPLY WITH ALL APPLICABLE LAWS OR REGULATIONS WITHOUT CONFIGURATION OR MODIFICATION BY THE CUSTOMER.
9. Limitation of Liability
9.1 Responsibility Allocation of Risk: The Customer acknowledges that CorporateStack has set its fees and entered into this Agreement in reliance on the limitations of liability set forth herein, which reflect a reasonable allocation of risk between the parties.
9.2 Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORPORATESTACK OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY:
(a) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;
(b) LOSS OR CORRUPTION OF DATA, OR BUSINESS INTERRUPTION; OR
(c) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
IN EACH CASE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORPORATESTACK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO CORPORATESTACK UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.4 Exceptions: Nothing in this Agreement shall limit or exclude liability to the extent it cannot be limited or excluded under applicable law.
10. Force Majeure:
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, fire, flood, epidemic, pandemic, labor disputes, civil unrest, acts of war or terrorism, governmental actions, or failures of utilities or communications networks (“Force Majeure Event”). The affected party shall provide prompt notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of such Force Majeure Event and resume performance as soon as reasonably practicable.
11. Fees and Payment
11.1 Standard Charges: The Customer shall pay all fees specified in the applicable Order Form in accordance with this Agreement. Fees are based on the Subscription Plan and number of Authorized Users purchased and are non-cancelable and non-refundable, except as expressly provided in this Agreement.
Additional Authorized Users, upgrades, or expanded use of the Services may result in additional fees in accordance with CorporateStack’s then-current pricing, as set forth in the applicable Order Form.
11.2 Payment Terms: Unless otherwise specified in an Order Form, all fees are due and payable within Five (5) days from the invoice date. All payments shall be made in the currency specified in the applicable invoice and without set-off or deduction.
11.3 Taxes: Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes. The Customer shall be responsible for payment of all such taxes, excluding taxes based solely on CorporateStack’s net income.
11.4 Late Payments: CorporateStack may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until paid. The Customer shall be responsible for all reasonable costs incurred by CorporateStack in collecting overdue amounts.
11.5 Suspension for Non-Payment: Without limiting its other rights or remedies, CorporateStack may suspend access to the Services upon written notice if the Customer fails to pay undisputed amounts when due and such failure continues for ten (10) days after notice. CorporateStack shall not be liable for any suspension or resulting data unavailability due to the Customer’s failure to pay.
11.6 Fee Increases and Renewals: Unless otherwise stated in an Order Form, subscription fees for renewal Terms may be increased by up to ten percent (10%) year over year upon renewal.
12. Termination
12.1 Term: This Agreement shall commence on the Effective Date and continue for the initial Term specified in the applicable Sales Order. Thereafter, the Agreement shall automatically renew for successive renewal Terms of equal duration, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
12.2 Termination for Cause: Either party may terminate this Agreement, in whole or in part, upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail.
12.3 Termination for Legal, Security, or Compliance Reasons: CorporateStack may terminate this Agreement, or suspend access to the Services, immediately upon written notice if CorporateStack reasonably determines that:
(a) the Customer’s use of the Services violates applicable law, regulation, sanctions, or governmental requirements;
(b) continued provision of the Services would expose CorporateStack to legal, regulatory, or compliance risk;
(c) the Customer’s use of the Services poses a material security risk to the Services, other customers, or CorporateStack’s infrastructure; or
(d) CorporateStack is required to do so by law, court order, or governmental authority.
12.4 Termination for Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party:
(a) becomes insolvent or unable to pay its debts as they become due;
(b) enters liquidation, bankruptcy, or similar proceedings;
(c) has a receiver, administrator, or similar officer appointed; or
(d) ceases or threatens to cease carrying on business in the ordinary course.
12.5 No Termination for Convenience During the Term: Except as expressly provided in this Agreement, neither party may terminate this Agreement for convenience during an active Term. Non-renewal shall be the sole mechanism for termination without cause.
12.6 Effect of Termination: Upon expiration or termination of this Agreement for any reason:
(a) all licenses and rights granted to the Customer shall immediately terminate;
(b) the Customer shall immediately discontinue all access to and use of the Services;
(c) CorporateStack shall cease providing the Services as of the effective termination date;
(d) all fees accrued up to the effective date of termination shall become immediately due and payable; and
(e) Customer Data shall be handled in accordance with the Data Protection provisions of this Agreement and the applicable Data Processing Addendum.
12.7 Survival: The following provisions shall survive expiration or termination of this Agreement: Intellectual Property Rights, Confidential Information, Data Protection, Indemnification, Limitation of Liability, Fees and Payment, Governing Law and Dispute Resolution, and any other provisions which by their nature are intended to survive.
13. Governing Law and Dispute Resolution
13.1 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.
13.2 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.
14. General Provisions
14.1 Entire Agreement: This Agreement, together with any applicable Order Forms, exhibits, schedules, and referenced documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral. Each party acknowledges that it has not relied on any representations or warranties not expressly set forth in this Agreement.
14.2 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
14.3 Amendment and Waiver: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any breach or right under this Agreement shall be effective unless in writing, and no waiver shall be deemed a waiver of any subsequent breach.
14.4 Assignment: The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of CorporateStack, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. CorporateStack may assign this Agreement without consent in connection with a corporate reorganization, merger, acquisition, or sale of assets. Any attempted assignment in violation of this Section shall be void.
14.5 Notices: All notices under this Agreement shall be in writing and deemed given:
(a) upon personal delivery;
(b) when sent by confirmed electronic mail during normal business hours (or the next Business Day if sent outside such hours);
(c) five (5) days after being sent by registered or certified mail, return receipt requested; or
(d) one (1) Business Day after deposit with a nationally recognized overnight courier.
14.6 Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between the parties.
14.7 Force of Headings: Section and subsection headings are for convenience only and shall not affect the interpretation of this Agreement.
14.8 Counterparts; Electronic Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Execution and delivery by electronic means shall be legally binding.
14.9 Interpretation: This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafter. The words “including” and “include” shall be deemed to be followed by “without limitation.”