Terms of Service
This Agreement outlines the terms and conditions governing your use of our website, STAAS.IO, and its subdomains (collectively referred to as the “Website”), as well as the products, services, content, and resources accessible through the Website (referred to as the “STAAS.IO Services”). By registering for an account, clicking the “I Accept” button, or utilizing the STAAS.IO Services in any capacity, you, or the entity you represent (referred to as the “Customer”), unequivocally consent to be bound by and become a party to this Agreement with STAAS.IO. If entering into this Agreement on behalf of an entity, you confirm that you possess the authority to bind said entity to these terms.
The STAAS.IO Services may include or provide access to third-party software subject to additional licensing terms (collectively referred to as “Supplemental Terms”). STAAS.IO will maintain and periodically update these Supplemental Terms. By utilizing third-party software through the STAAS.IO Services, the Customer consents to the associated Supplemental Terms and any other conditions linked to the usage of such third-party software. Access or use of specific STAAS.IO Services is prohibited if the Customer disagrees with these Supplemental Terms.
1. SERVICES
Subscription to the STAAS.IO Services: Pursuant to the terms and conditions of this Agreement, STAAS.IO hereby grants the Customer a non-sublicensable, non-transferable, non-exclusive subscription to, solely for the Customer’s internal use: (a) access and use the relevant STAAS.IO Services; (b) internal use and reproduction of the Documentation; © granting Authorized Users the right to access and use said STAAS.IO Services; and (d) utilization of the Documentation to aid STAAS.IO in providing support services.
Access: Subject to the Customer’s payment of applicable STAAS.IO Fees, STAAS.IO will provide access to the relevant STAAS.IO Services during the Subscription Term. The Customer shall exert commercially reasonable efforts to prevent unauthorized access or use of the STAAS.IO Services and promptly notify STAAS.IO of any such unauthorized use.
Authorized Users: The Customer may authorize any users to access and use the features and functions of the STAAS.IO Services in accordance with this Agreement.
Restrictions: The Customer shall not, and shall not permit any Authorized User or other party to: (a) knowingly interfere with or disrupt the integrity or performance of the STAAS.IO Services or the data contained therein; (b) reverse engineer, disassemble, or decompile any component of the STAAS.IO Services; © interfere in any manner with the operation of the STAAS.IO Services or the hardware and network used to operate the STAAS.IO Services; (d) sublicense any rights under this Agreement or use the STAAS.IO Services for the benefit of a third party; (e) modify, copy, or create derivative works based on any part of the STAAS.IO Services; or (f) use the STAAS.IO Services in any manner exceeding the scope permitted under this Agreement.
2. OWNERSHIP
STAAS.IO Technology: The Customer acknowledges that STAAS.IO retains all rights, title, and interest in the Documentation, all software, and all STAAS.IO proprietary information and technology used by STAAS.IO or provided to the Customer in connection with the STAAS.IO Services (referred to as the “STAAS.IO Technology”). The STAAS.IO Technology is protected by Intellectual Property Rights owned by or licensed to STAAS.IO. No license or other rights in the STAAS.IO Technology are granted to the Customer, except as expressly outlined in this Agreement. The Customer grants STAAS.IO a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer, including Authorized Users, regarding the STAAS.IO Services.
Customer Data: The Customer Data hosted by STAAS.IO as part of the STAAS.IO Services, along with all worldwide Intellectual Property Rights therein, belongs exclusively to the Customer. The Customer grants STAAS.IO a non-exclusive, worldwide, royalty-free, and fully paid license (a) to use the Customer Data as necessary for providing the STAAS.IO Services and improving them, and (b) to use the Customer’s trademarks, service marks, and logos as required for providing the STAAS.IO Services. All rights in and to the Customer Data not expressly granted to STAAS.IO in this Agreement are reserved by the Customer.
3. FEES AND EXPENSES
Fees: In consideration for the access rights granted to the Customer and the services performed by STAAS.IO under this Agreement, the Customer will pay the STAAS.IO Fees. All fees are billed in advance on a monthly basis. STAAS.IO reserves the right to discontinue the STAAS.IO Services, wholly or partially, and suspend access to the STAAS.IO Services, wholly or partially, if any STAAS.IO Fees are not paid in full.
Taxes: The fees are exclusive of all sales, use, excise, and other taxes, as well as applicable export and import fees, customs duties, and similar charges imposed on the Customer in connection with this Agreement, except for employment taxes for STAAS.IO employees and taxes based on STAAS.IO’s net income.
Interest: Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum legal rate, if less.
4. CUSTOMER CONTENT AND RESPONSIBILITIES
Customer Warranty: The Customer represents and warrants that any Customer Data hosted by STAAS.IO as part of the STAAS.IO Services shall not (a) infringe, misappropriate, or violate any Intellectual Property Rights, publicity/privacy rights, law, or regulation; (b) be deceptive, defamatory, obscene, pornographic, or unlawful; © contain viruses, worms, or other malicious computer programming codes intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information; or (d) otherwise violate the rights of a third party. STAAS.IO is not obligated to back up any Customer Data, and the Customer is solely responsible for creating backup copies of any Customer Data at their sole cost and expense. Any use of the STAAS.IO Services contrary to or in violation of the Customer’s representations and warranties constitutes unauthorized and improper use of the STAAS.IO Services.
Customer Responsibility for Data and Security: The Customer and its Authorized Users shall have access to the Customer Data and shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other access protocols required to access the STAAS.IO Services. The Customer shall have the ability to export Customer Data out of the STAAS.IO Services and is encouraged to make its own backups of the Customer Data. The Customer, and not STAAS.IO, has the sole responsibility for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data.
Procedure for Making Claims of Intellectual Property Right Infringement: STAAS.IO’s policy is to terminate the membership privileges of any Customer who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to STAAS.IO by the respective intellectual property owner or their legal agent. If you believe that your work has been copied and posted on the STAAS.IO Services in a way that constitutes intellectual property rights infringement, please provide
our designated intellectual property agent with the required information, as outlined in this Agreement.
5. DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE STAAS.IO SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. STAAS.IO AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE STAAS.IO SERVICES AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. STAAS.IO DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE STAAS.IO SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL STAAS.IO OR ITS AFFILIATES, SUPPLIERS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, IN CONNECTION WITH THIS AGREEMENT OR THE STAAS.IO SERVICES, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STAAS.IO’S AND ITS AFFILIATES’, SUPPLIERS’, CONTRACTORS’, AND LICENSORS’ AGGREGATE CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT (INCLUDING THE STAAS.IO SERVICES) WILL NOT EXCEED THE SUM OF ALL AMOUNTS PAID AND PAYABLE BY CUSTOMER TO STAAS.IO FOR THE USE AND ACCESS TO THE STAAS.IO SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE APPLICABLE CLAIM. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN WILL REMAIN IN EFFECT.
7. CONFIDENTIALITY
Confidential Information: Refers to nonpublic information of a party (the “Disclosing Party”), disclosed orally or in written or digital media, identified as “confidential” or with a similar legend at the time of disclosure or known by the Receiving Party (the “Receiving Party”) to be the confidential or proprietary information of the Disclosing Party. For clarity, the STAAS.IO Services and Documentation, along with all enhancements and improvements, will be considered Confidential Information of STAAS.IO. Information does not constitute the other party’s Confidential Information if it (i) is already known by the Receiving Party without obligation of confidentiality; (ii) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (iii) is publicly known without a breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party shall not use or disclose any Confidential Information except as expressly authorized by this Agreement, protecting it with the same degree of care as used with its own confidential information. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. If disclosure is required by law, the Receiving Party will notify the Disclosing Party and permit the Disclosing Party (at its expense) to seek an appropriate protective order. STAAS.IO may collect usage and performance data related to the STAAS.IO Services and may use such data to improve its products and services, market additional products and services, and disclose Usage Data in an aggregated and de-identified manner in connection with its business. STAAS.IO owns all rights in the Usage Data.
8. INDEMNIFICATION
The Customer will defend at its expense any suit brought against STAAS.IO and will pay any settlement or damages awarded in such suit, insofar as it is based on a claim arising out of or relating to (a) any use of the STAAS.IO Services not in accordance with this Agreement; (b) any use of the STAAS.IO Services in combination with other products, equipment, software, or data not supplied by STAAS.IO; © any modification of the STAAS.IO Services by any person other than STAAS.IO or its authorized agents; or (d) Customer’s breach or alleged breach of Section 4.1 (Customer Warranty).
9. TERMS AND TERMINATION
Term: This Agreement commences on the Effective Date and remains in effect until terminated by either party.
Termination: Either party may terminate this Agreement for any reason upon written notice to the other party, effective immediately at the end of the then-current Subscription Term.
Effect of Termination: Upon termination or expiration of this Agreement, all rights and obligations, including licenses, will immediately terminate; any amounts owed to STAAS.IO under this Agreement will become immediately due and payable; and each party will return the other party’s property (including any Confidential Information and Customer Data). The sections titled Definitions, Restrictions, Ownership, Fees and Expenses; Payment, Disclaimer, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination.
10. MARKETING & PUBLICITY
The Customer agrees that STAAS.IO may use its name and logo in STAAS.IO’s marketing materials or communications for the sole purpose of indicating the Customer as a user of the STAAS.IO Services. Neither party will issue a press release announcing its relationship with the other party without the other party’s prior approval, not to be unreasonably withheld or delayed. Subject to the terms and conditions of this Agreement, the Customer grants STAAS.IO a non-exclusive and limited license to use and publicly display its logo as outlined in this section.
11. MISCELLANEOUS
Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which STAAS.IO’s principal place of business is located for any lawsuit filed against Customer by STAAS.IO arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Compliance with Law; Export. Customer agrees to comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the STAAS.IO Services and not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from STAAS.IO, or any products utilizing such data, in violation of the United States export laws or regulations.
Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.
Force Majeure. STAAS.IO will not be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of STAAS.IO.
Independent Contractors. Customer’s relationship to STAAS.IO is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of STAAS.IO.
Notices. All notices or other communications required or permitted under this Agreement will be in writing to the other party. Notices to STAAS.IO must be sent via email to legal@staas.io. Notices to Customer must be sent to the email address tied to Customer’s account. Either party may change its email address for receipt of notice by giving notice of such change to the other party.
Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and STAAS.IO.
12. AGREEMENT UPDATES
When changes are made, STAAS.IO will make a new copy of this Agreement available on the Services and will also update the “Last Updated” date at the top of this Agreement. For any material changes, STAAS.IO will send Customer an updated copy of this Agreement to the email address tied to Customer’s account. Unless otherwise stated in such an update, any changes to this Agreement will be effective immediately for new customers and thirty (30) days after posting for existing customers. STAAS.IO may require customers to provide consent to the updated Agreement in a specified manner before further use of the STAAS.IO Services is permitted. IF CUSTOMER DOES NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), CUSTOMER SHALL STOP USING THE STAAS.IO SERVICES.