Terms and Conditions (“Terms”) and license
Last updated: August 01, 2019
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://stashify.com website (the “Service”) operated by Bosu Technologies SL, based in C/Puigterrà de Dalt, 30, baixos, Manresa, Barcelona, under the commercial name of Stashify.io (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. The Terms and Conditions agreement for Stashify.io has been created with the help of TermsFeed.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Stashify.io.
Stashify.io has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Stashify.io 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 such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of Spain, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us.
I. RESTRICTED USE
A. “Product” means Stashify proprietary software products. “SaaS” or “Service” means Software as a Service, as defined below. “Data” means Generic Data and/or Licensee Data, as each are defined below. Stashify may provide Product or SaaS for Beta, Evaluation, Trial, Demonstration, Freemium, or other limited time and use (“Restricted Use”), generally without charge, as follows:
- Demonstration. Stashify may provide either Product or SaaS to demonstrate its functionality (“Demonstration” or “Demo”), either at Licensee’s premises or online. Either Stashify or Licensee will use generic, generally available, non-proprietary data (“Generic Data”) for Demonstration, not Licensee proprietary data and information (“Licensee Data”). Stashify does not provide Demo Product or SaaS, and Data is not retained, for a specific length of time.
- Trial. Stashify may provide online access to Product functionality operating as a service for Licensee to use (“Software as a Service”) for a limited time period (“Trial”) to make a purchase decision. Licensee may use Licensee Data at its own risk or Generic Data for Trial, subject to these Terms.
- Evaluation. Stashify may provide Product for Licensee’s use at their premises for a limited time period (“Evaluation”) to make a purchase decision. Licensee may use Licensee Data or Generic Data for Evaluation. Stashify will not have access to Data Licensee uses for Evaluation.
- Beta. Stashify may provide a pre-release version of Product or SaaS prior to its general commercial release (“Beta”) for testing by Licensee for a limited period of time. Beta versions may be provided for Evaluation or Trial. Licensee may use Licensee Data at its own risk or Generic Data for Beta testing, subject to these Terms.
- Freemium. Stashify may provide a limited-functionality version of Product or SaaS (“Freemium”), with or without time restriction, for Evaluation or Trial.
B. The following terms apply to all Restricted Use Product and SaaS:
1) Licensee’s license and right to use Product or SaaS for Beta, Trial or Evaluation is limited to 90 calendar days from the first day Licensee has access to Product or SaaS; Demo is limited to the timeframe of the Demonstration; and, Freemium is limited by functionality and any specified time period (each, “Restricted Use Period”). Stashify may, at its sole option, extend the Restricted Use Period.
2) Licensee will use Product or SaaS for Demo, Evaluation, Beta, Trial or Freemium for Restricted Use only. Restricted Use Product or SaaS availability is subject to change by Stashify.
3) Data that Licensee uses for Restricted Use purposes will not be encrypted or treated as confidential information. Licensee must not disclose to Stashify any personally identifiable information regarding any individual (“PII”). Licensee is solely responsible for complying with any requirements regarding its PII. Licensee should use Generic Data for Restricted Use purposes. Licensee uses Licensee Data is at its own risk and Stashify is not responsible or liable for transmission, handling, storing or backing up Licensee Data, Licensee’s failure to back up or store Data, or deletion, correction, destruction, damage to, or loss of, Data. Stashify may delete Data and terminate a Restricted Use License without notice in its sole discretion.
4) Stashify does not provide maintenance, support or any other services for Restricted Use Product or SaaS. Stashify is not obligated to make changes, improvements, or provide a subsequent version of Restricted Use Product or SaaS.
II. LICENSE/RIGHT TO USE
A. Stashify Grant. Stashify grants to Licensee a revocable, royalty-free, non-exclusive, non-transferable right to use Product or SaaS (“License”) for Restricted Use according to the Documentation, these Terms, and any specified Measured License, for its own internal business operations at the Licensee site to which it is first provided. “Measured License” means the time period, number and type of Users, transactions, copies, seats, instructions per second (MIPS) or other quantity or measure for Product or SaaS.
B. Licensee Grant. Licensee grants Stashify a royalty-free, worldwide, perpetual license to use and incorporate into Stashify products any suggestion, idea, enhancement, feedback, recommendation or other information Licensee provides to Stashify relating to Restricted Use Product or SaaS. Licensee grants Stashify a non-exclusive, nontransferable license to copy, store, transmit and use Licensee Data as necessary for Licensee’s use of Product or SaaS hereunder. Licensee represents and warrants that Licensee Data will not violate third party rights or applicable law.
“Delivery” means Stashify has provided, and Licensee is deemed to have accepted, Product or SaaS through electronic access. Stashify may provide Product for Licensee to download. Product or SaaS risk of loss passes to Licensee upon Delivery. Licensee is responsible for customs documents, clearance, and paying any customs duties, taxes and import fees.
IV. LICENSEE OBLIGATIONS
A. Licensee will:
1) use Product and SaaS according to these Terms, be responsible for its activity in using SaaS, and ensure its end users comply with these Terms;
2) be responsible for the accuracy, quality, legality, integrity, ownership, protection, adequate storage, security, privacy and acquisition of Data;
3) prevent unauthorized access to Product and SaaS;
4) comply with laws and regulations in using SaaS, including: data privacy, technical or personal data transmission, and anti-spam;
5) notify Stashify immediately of unauthorized access to Product or SaaS, or known or suspected breach of SaaS security, and use reasonable efforts to immediately stop unauthorized access, known or suspected violation of law, or these Terms;Stashify5) notify Stashify immediately of unauthorized access to Product or SaaS, or known or suspected breach of SaaS security, and use reasonable efforts to immediately stop unauthorized access, known or suspected violation of law, or these Terms;
6) properly configure, program and operate Licensee’s hardware, software, websites, Data, content, and internet to access and use SaaS;
7) comply with Stashify protocols and requirements for SaaS;
8) define and perform tests to: determine suitability of Beta Product or SaaS for Licensee’s business and environment; detect defects, errors and inadequacies; recommend modifications, improvements, corrections; consult with Stashify to review and analyze representative data; and use reasonable efforts to provide written test and evaluation information to Stashify for Beta Product or SaaS.
B. Licensee will not:
1) permit any party to access or use Product or SaaS other than its employees; sell, resell, rent, lease or sublicense Product or SaaS, or use Product or SaaS to provide time share or other services to third parties;
2) create derivative works based on Product or SaaS, copy, frame or mirror any part of SaaS, other than copying or framing Licensee Data, content or intranet for Licensee’s internal business operations;
3) decompile, disassemble, reverse engineer, access or use SaaS or Product to build a competitive product or service, copy features, functions or graphics;
4) use SaaS to store or transmit infringing, libelous, or unlawful or tortious material or transmit material in violation of privacy rights;
5) use SaaS to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of SaaS or attempt to gain unauthorized access to SaaS or related systems;
6) transfer or use Product or SaaS at a site other than that to which it is first provided;
7) exceed the Restriced Use Period or any Measured License; use Product or SaaS in Licensee’s production environment; or infringe or misappropriate Stashify’s or its licensors’ Intellectual Property.
C. Verification. Licensee will provide information and certification to Stashify upon request to verify Licensee’s Product or SaaS use according to the Agreement. Licensee will immediately pay Stashify current fees for Licensee’s Product or SaaS use that exceeds the Restricted Use License. THE LIMITATION OF LIABILITY SET FORTH IN SECTION IX DOES NOT APPLY TO LICENSEE’S USE EXCEEDING ITS LICENSE, OR INFRINGEMENT OR MISAPPROPRIATION OF STASHIFY INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION.
V. TERM AND TERMINATION
A. Stashify may terminate this Agreement or a License at any time without notice. This Agreement is effective until the first to occur: 1) the end of the Restricted Use Period; 2) Licensee purchase of the general release version of Product or SaaS; or, 3) the date of Stashify’s termination notice.
B. Upon termination: 1) Licensee will immediately return or destroy Product and Documentation, cease using SaaS, and provide written certification of destruction upon request, and 2) Stashify may remove or discard Licensee Data.
VI. INTELLECTUAL PROPERTY OWNERSHIP
“Intellectual Property” means all intellectual property including, without limitation, inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, and any other intangible proprietary or property rights, whether or not patentable or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage or whether arising by statute or common law. Stashify, its affiliates or licensors own and retain all right, title and interest to and in all intellectual property in Product and SaaS, including without limitation, inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, developments, research data, designs, layout, models, formulae, documents, drawings, plans, specifications and other Stashify information, proprietary materials and all derivative works, and any other intangible proprietary or property rights, whether or not patentable or otherwise subject to legally enforceable restrictions or protections against unauthorized third party use, or whether arising by statute or common law. To the extent that any right, title or interest in or to any Stashify Intellectual Property may not automatically vest in Stashify by operation of law, Licensee irrevocably transfers, assigns and conveys all right, title, and interest therein to Stashify. At Stashify’s request and expense Licensee will promptly take any action and execute any documents necessary to vest full title in Stashify or its licensor.
Product, SaaS, Stashify Intellectual Property, and benchmark test results are Stashify’s confidential information (“Confidential Information”). Licensee will use Confidential Information solely according to the License Terms. Licensee will take commercially reasonable steps to safeguard Stashify Confidential Information, including no less than the steps taken to protect its own Confidential Information. Licensee must promptly notify Stashify in writing of unauthorized use or disclosure of Confidential Information and, at its expense, take all reasonable action to recover Confidential Information and prevent further unauthorized use or disclosure, including injunctive relief. If Licensee fails to do so, Stashify may do so at Licensee’s expense. These Terms survive as long as Confidential Information is in Licensee’s possession. Confidential Information does not include information that is publicly available without Licensee’s breach of these Terms; proven to have been known by Licensee prior to this Agreement or independently developed by Licensee without breach of these Terms; or provided to Licensee without confidentiality obligation. Product is not deemed to be placed in the public domain by Stashify.
VIII. WARRANTY DISCLAIMER
A. NOTWITHSTANDING ANY OTHER PROVISION, STASHIFY PROVIDES RESTRICTED USE PRODUCT AND SAAS “AS IS”, “AS-AVAILABLE”, WITHOUT WARRANTY, REPRESENTATION OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED, ORAL, WRITTEN, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR NON-INFRINGEMENT, OR THAT: 1) PRODUCT OR SAAS WILL BE UNINTERRUPTED, ERROR FREE, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM, OR DATA; 2) DATA WILL BE ACCURATE OR RELIABLE; 3) THE QUALITY OF PRODUCT, SAAS, OR RESULTS OR INFORMATION OBTAINED WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; 4) ERRORS OR DEFECTS WILL BE CORRECTED; OR 5) THE SERVICE OR SERVER USED TO PROVIDE SAAS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
B. SAAS MAY BE SUBJECT TO LIMITATION, DELAY, AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATION AND STASHIFY DISCLAIMS LIABILITY FOR RESULTING DELAY OR DELIVERY FAILURE.
C. LICENSEE HAS SOLE RESPONSIBILITY FOR ITS USE OF PRODUCT OR SAAS OR FULFILLING LICENSEE’S REQUIREMENTS OR OBJECTIVES IN USING RESTRICTED USE PRODUCT OR SAAS AND STASHIFY DISCLAIMS LIABILITY FOR ANY PARTY’S ACT OR OMISSION IN USE OF OR RELIANCE UPON PRODUCT OR SAAS. LICENSEE’S SOLE REMEDY AND RECOURSE IS TO STOP USING PRODUCT OR SAAS AND SECTION V(B) WILL APPLY. THIS SECTION VIII DESCRIBES STASHIFY’S SOLE LIABILITY FOR PRODUCT OR SAAS WARRANTY.
IX. LIMITATION OF LIABILITY
A. STASHIFY IS NOT LIABLE FOR (i) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, (ii) ANY INTERRUPTION OF SERVICE, BUSINESS OR OPERATIONS, COST OF COVER, GOODWILL, LOST DATA, PROFITS OR REVENUE, OR FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. STASHIFY IS NOT LIABLE FOR LOSS OR DAMAGES, DIRECT OR INDIRECT, RESULTING FROM LICENSEE’S USE OR ATTEMPTED USE OF PRODUCT OR SAAS, INCLUDING, WITHOUT LIMITATION, CLAIMS BASED UPON THEIR SUFFICIENCY, RELIABILITY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, TRUTH, AVAILABILITY, COMPLETENESS OR ACCURACY.
B. THE LIMITATIONS IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABLITY, WHETHER FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, NEGLIGENCE, USE OR PERFORMANCE OF PRODUCT OR SAAS, OR OTHERWISE, AND REGARDLESS OF WHETHER DAMAGES WERE FORESEEABLE OR NOT. STASHIFY WILL NOT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN 12 MONTHS AFTER LICENSEE BECAME AWARE OF THE ISSUE GIVING RISE TO THE CLAIM.
C. EXCEPT FOR DEATH, BODILY INJURY, TANGIBLE PROPERTY DAMAGE, WILLFUL MISCONDUCT OR FRAUD, AND SOLELY TO THE EXTENT PROXIMATELY CAUSED BY STASHIFY, STASHIFY IS NOT LIABLE FOR ANY DAMAGES THAT EXCEED THE AMOUNT STASHIFY RECEIVED FROM LICENSEE FOR THE RESTRICTED USE PRODUCT OR SAAS GIVING RISE TO A CLAIM. THIS SECTION IX DESCRIBES THE TOTAL EXTENT OF STASHIFY’S LIABILITY FOR PRODUCT OR SAAS.
X. COMPLIANCE WITH LAWS; EXPORT
Licensee must comply with U.S., foreign, and international laws and regulations, including without limitation the U.S. Export Administration and Treasury Department’s Office of Foreign Assets Control regulations, and other anti-boycott and import regulations. Licensee agrees: (i) that the export, re-export, transfer, re-transfer, sale, supply, access to, or use of Product or SaaS to or in a country other than the country in which the Product or SaaS was first provided to Licensee, or to, by, or for a different end user or end use, may require a U.S. or other government license or other authorization; and (ii) not to, directly or indirectly, export, re-export, transfer, re-transfer, sell, supply, or allow access to or use of Product or SaaS to, in, by, or for sanctioned, embargoed, or prohibited countries, persons, or end uses under U.S. or other applicable law (collectively, “Prohibited Use“). Licensee is responsible for screening for Prohibited Use and obtaining any required licenses or other authorizations and shall indemnify Stashify for any violation by Licensee of any applicable export controls and/or economic sanctions laws and regulations. Stashify may terminate the Agreement and License immediately if Stashify determines, in its sole discretion, that Licensee has breached, intends to breach, or insists upon breaching any of the provisions in this clause.
XI. U.S. GOVERNMENT USERS
Product and SaaS includes “Commercial Computer Software” and “Commercial Computer Software Documentation.” In accordance with Section 12.212 of the Federal Acquisition Regulations (FAR) and Sections 227.7202-1 through 227.7202-4 of the Defense Federal Acquisition Regulation Supplement (DFARS), any use, duplication or disclosure of Product or SaaS by the U.S. Government or any of its agencies will be governed by and subject to all of the Terms, conditions, restrictions, and limitations of the Agreement. Use of Product or SaaS is agreement by the U.S. Government that Product or SaaS includes “commercial computer software” and “commercial computer software documentation” and is acceptance of the rights and restrictions in the Agreement. If for any reason Product or SaaS is not considered commercial or the Agreement Terms are otherwise deemed not to apply, the Product or SaaS will be deemed to be provided with “Restricted Rights” as defined in FAR 52.227-14(a) and FAR 52.227-14(g)(4) (Alt III), or DFARS 252.227-7014(a)(15) and DFARS 252.227-7014(b)(3), as applicable.
A. Integration. The Agreement sets forth the entire agreement of the parties and supersedes all prior oral and written agreements and understandings with respect to its subject matter. No waiver or modification of any provision of the Agreement is binding unless in writing signed by both parties. Stashify’s failure to exercise a right or remedy is not a waiver. If an Agreement term is invalid, illegal or unenforceable, it will not affect any other Agreement term. The Agreement may not be assigned by Licensee.
B. Law. The laws of Manresa, Barcelona, Spain, govern the Agreement, excluding conflict of law principles which would require application of the law of any other jurisdiction. Each party waives the right to jury trial for any legal action. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act as adopted do not apply.