BY EXECUTING AND DELIVERING THE SERVICE ORDER, CLICKING THE "I ACCEPT" BUTTON, SIGNING AN AGREEMENT OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
Whereas, Stash is engaged in the business of providing private and secure data hosting, storing, and transferring over the Internet and You wish to engage Stash as an independent contractor for the purpose of providing the StashPro suite of data hosting services on the terms and conditions set forth below; and each Party is duly authorized and capable of entering into this Agreement; therefore You hereby engage Stash, and Stash hereby accepts such engagement, to perform the services described in the signed Service Order, and made a part hereof, in accordance with the terms and conditions below.
"Acceptable Use Policy" or "AUP" means the Stash Acceptable Use Policy posted at https://www.stashpersonal.com and https://www.stashbusiness.com as such policy may be amended from time to time by Stash.
"Beta Services" means any pre-production versions of Services that are offered by Stash to certain customers for the sole purpose of testing and evaluating such Services.
"Confidential Information" means all confidential and proprietary information of a party disclosed either before of after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party's products and business that are disclosed by such party (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement including, but not limited to, the Disclosing Party's intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology and (b) all information transmitted to or from, stored on or otherwise processed by the servers or other devices used in the provision of the Services. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Receiving Party or its representatives, (iii) in the Receiving Party's possession at the time of disclosure and not acquired by the Receiving Party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Receiving Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without use of or reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.
“Fees” means any Setup Fees, Recurring Fees and Non-Recurring Fees.
"Non-Recurring Fees" means any fees set forth on the Service Order that are due when and if a particular Service is utilized including, but not limited to, additional bandwidth used by you during the term of this Agreement, professional services, integration fees, implementation fees, or custom development work.
“Recurrence Period” means the recurring period upon which you agree to pay for any Services as set forth in the Service Order.
"Recurring Fees" means any fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.
"Service Commencement Date" means that date that you are first given access to the Services.
“Service Credits” shall have the meaning set out in the Service Level Agreement.
"Service Level Agreement" means the Stash Service Level Agreement, posted at https://www.stashpersonal.com and https://www.stashbusiness.com, as such agreement may be amended from time to time by Stash.
“Services” means those services requested by you and provided by Stash as set forth on a Service Order.
“Service Order” means the subscription provided in the form of a custom quote and acceptance.
"Setup Fees" mean any fees set forth on the Service Order that are due upon the Service Commencement Date and represent the fees necessary to initially setup and configure the Services for your use.
“Support” means the telephone and online technical support provided by Stash in connection with the Services.
“User” means you or any other person or entity that you permit to access or otherwise use the Services.
Stash will commence providing the Services and Support once you have satisfied Stash's order approval criteria. Subject to your compliance with all of the terms and conditions of this Agreement, Stash will provide the Services and Support to you during the term of this Agreement in accordance with the commitments made in the Service Level Agreement and in accordance with applicable law. In the event of a failure by Stash to meet the obligations of this Section 2, your sole and exclusive remedy and Stash's sole obligation are the issuances of Service Credits as set forth in the Service Level Agreement.
You and your users are solely responsible for the content of any postings, data or transmissions using the Services, or any other use of the Services by a User. Stash America LLC is not responsible for any and all service interruptions, data breaches, software bugs, or technical outages caused by your or your users compromised transmissions and interactions via unsecured or malware-penetrated customer equipment and/or Internet connection. You and your users must maintain the security of login credentials and may not share login credentials except as required to establish and authorize users in your account(s). You and/or your users are responsible for designating authorized users under your account and limiting access of login credentials associated with your account(s)
You are responsible for keeping your account permissions, billing, and other account information up to date using the MyStashPro portal, and you must use reasonable security precautions in connection with your use of the Services.
You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy. If you are using the Services to provide hosting services to your business customers (“End User” and/or “End Users”) to use your services, you are obligated to ensure that your End Users comply with the Stash Acceptable Use Policy. In the event that Stash receives an abuse complaint that is directly related to your use of the Services, whether such use is by you or your End Users, you agree to immediately address said complaint with your End User upon notification of the complaint by Stash and to follow-up until said compliant has been resolved to the satisfaction of Stash.
You agree to comply with all of the terms and conditions of this Agreement, make all payments of any Fees when due and comply with any and all laws applicable to your use of the Services. You must immediately notify Stash of any unauthorized use of your account or any other breach of security and cooperate with Stash's investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.
You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using Stash Services in a manner that satisfies the requirements. Additionally, if payment card information (“cardholder data” as defined in the current version of the Payment Card Industry Data Security Standard), or protected health information (“PHI”), will be transmitted to or from or stored on equipment in conjunction with the Services, you must disclose to Stash such fact prior to any such transmission and/or storage.
You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Stash is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of Cuba, Iran, Libya, Sudan, North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations.
You represent and warrant to us that any content which you or a User may upload to the private access portion of the website, as well as the posting, uploading, publication, submission or transmittal of such content or use of such content (or any portion thereof) on, through or by means of the website, will not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or This website is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of this website is prohibited. Persons in respect of whom such prohibitions apply must not access this website. You agree that you or a User will not do any of the following:
Post, upload, publish, submit, provide access to or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
Access, tamper with, or use non-public areas of the website, our computer systems, or the technical delivery systems of our providers;
Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the website;
Attempt to access or search the website or download unauthorized content from the website through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a STASH trademark, logo URL or product name without our express written consent;
Use the website or any content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the website to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the website or content. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the website or any applications used in connection with it (“Applications”);
Collect or store any personally identifiable information from the website or Applications from other users of the website without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
We will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that we have no obligation to monitor your access to or use of the website or content or to review or edit any content, except for the right to do so for the purpose of operating the website, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right to suspend or terminate your account for any violation of these Terms of Service for any reason.
Your initial invoice will include any Setup Fees and any pro-rated portion of the Recurring Fees from the Service Commencement Date forward. Thereafter, Stash will invoice you in advance for any Recurring Fees and in arrears for any Non-Recurring Fees at the beginning of each Recurrence Period.
The Recurring Fees set forth in the Service Order will remain fixed unless varied by Stash after thirty (30) days notice to you.
Services will be provisioned upon either the receipt of the first payment, if any, on the date provided in the Service Order, or if there is no first payment due, on the date provided in the Service Order. Unless otherwise agreed by Stash, payment for Services is due on the invoice date. If payment is not made on the invoice date, you will be required to maintain a balance in your account for the first and last month of Services at the commencement of the Initial Term. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law from the due date until paid. You will be liable for all costs and expenses incurred by Stash in collecting amounts that are past due, including reasonable attorneys' fees.
You agree to be responsible for and pay, and to reimburse Stash on request if Stash is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Stash's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services.
Any Service Credit that we may owe you, such as a credit for failure to meet a Services commitment as set forth in the Service Level Agreement, will be applied only as a credit to Fees due from you for future Services, and will not be paid to you as a refund.
You must notify Stash in writing of any disputed Fees within fourteen (14) days of the invoice date for such Fees. If you do not notify Stash within such period, then (absent manifest error) you waive any right to dispute such amounts, either directly or indirectly or as a set-off, or defence in any action or efforts to collect amounts due to Stash.
6. Suspension of Services
You acknowledge and agree that Stash may suspend providing the Services to you, in whole or in part, without liability if (i) you fail to pay any Fees due Stash for a period of twenty-eight (28) days after the date of the invoice, (ii) you, or any of your End Users, are in violation of the Acceptable Use Policy, (iii) you fail to reasonably cooperate with Stash's investigation of any suspected breaches of this Agreement, (iv) Stash reasonably believes that the servers hosting the Services have been accessed or manipulated by a third party without your or Stash's consent, (v) Stash reasonably believes that suspension of the Services is necessary to protect the Stash environment generally, or (vi) Stash is obligated to suspend Services via subpoena, court order or otherwise as required by law. Stash may restrict access to your data stored on Stash's servers during any suspension. In the event of any suspension of Services pursuant to subsections (i), (ii) or (iii), you agree to pay Stash a reconnection fee of $2,500.00 as a condition of reactivation of the Services, in addition to full payment of any balance due on the account, including late payment interest, if any. IN THE EVENT STASH TAKES ANY ACTION PURSUANT TO THIS SECTION, IT WILL HAVE NO LIABILITY TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU. Nothing herein will preclude Stash from pursuing other remedies available by statute or otherwise permitted by law.
Either party may terminate this Agreement for convenience upon at least thirty (30) days prior written notice to the other party.
8. Termination for Breach
Without limiting your right to early termination pursuant to Section 7, you may terminate this Agreement in the event of a material breach by Stash upon no less than fifteen (15) days prior written notice and opportunity to cure such material beach. Without limiting Stash's rights to suspend the Services pursuant to Section 6, Stash may terminate this Agreement in the event of a material breach by you upon no less than fifteen (15) days prior written notice and opportunity to cure such material beach. Notwithstanding the foregoing, Stash may terminate this Agreement immediately if you or your End Users violate the Acceptable Use Policy, whether or not you subsequently cure such violation.
Expiration of termination of this Agreement will not relieve your requirement to pay Fees for Services provided prior to the effective date of termination.
Stash may from time to time conduct routine tests, maintenance, upgrade or repair on any part of its networks, and Stash will use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for Stash to give advance notice of a disruption, for example, in the event of an emergency, and Stash will be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.
10. Confidential Information
Each party will safeguard and keep confidential all Confidential Information of the other and will return the other's Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other's Confidential Information using measures that are equal to the standard of performance used by the Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.
11. Limited Warranty
Stash represents that it will provide the Services in compliance with its Service Level Agreement.
EXCEPT FOR THIS WARRANTY, STASH AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. STASH SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, STASH MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING, AND WILL HAVE NO LIABILITY WITH RESPECT TO, THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE SERVERS UPON WICH THE SERVICES ARE PROVIDED. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT YOUR SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.
12. Limitation of Liability
Our obligations to you are defined by this Agreement. We are not liable to you for failing to provide the Services unless the failure results from a breach of an applicable Service Level Agreement, or results from our gross negligence or willful misconduct. The credits stated in any applicable Service Level Agreement are your sole and exclusive remedy for our failure to meet those guarantees for which credits are provided unless such failure is due to Stash’s willful misconduct.
Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.
Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct or fraudulent misrepresentation, and liability for death or personal injury resulting from Stash’s negligence, the maximum aggregate monetary liability of Stash and any of its employees, agents, suppliers, or affiliates in connection with the Services, the Agreement, and any act or omission related to the Services or Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the greater of (i) the amount of fees you paid for the Services for the six months prior to the occurrence of the event giving rise to the claim, or (ii) Five Hundred Dollars ($500.00)
EXCEPT TO THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT, STASH WILL HAVE NO LIABILITY SHOULD THERE BE ANY DELAY IN THE PROVISION OF THE SERVICES.
STASH WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF STASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE WILL STASH ASSUME ANY LIABILITY OR RESPONSIBILITY TO YOU FOR SUSPENSION OF SERVICES.
Stash will defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions and expenses (including, but not limited to, reasonable attorneys' fees and fees of experts) (collectively, "Losses") arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, "Claims") arising out of or relating to (i) Stash's gross negligence or willful misconduct or (ii) a claim that the Services as provided by Stash under this Agreement infringe upon the United States patent or copyright of a third party; provided in each case that (a) you give Stash prompt written notice of the Claim, (b) you permit Stash sole control over the defense and settlement of the Claim and (c) you reasonably cooperate with Stash in the defense and or settlement of the Claim.
You will defend, indemnify and hold Stash, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) your gross negligence or willful misconduct; (ii) your violation of the Acceptable Use Policy or the law; provided in each case that (a) Stash gives you prompt written notice of the Claim, (b) Stash permits you sole control over the defense and settlement of the Claim and (c) Stash reasonably cooperates with you in the defense and or settlement of the Claim. Your obligation under this Section 13 include Claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.
14. Ownership of Intellectual Property; Software; Hardware and IP Addresses
Each of us will retain all right, title and interest in and to our respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you will be the sole and exclusive property of Stash and/or its licensors, unless we specifically agree in writing otherwise. You agree not to access or use any aspect of the Services for the purposes of developing a competing product or service.
You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in the content or data that you store on the servers or transmit via the Services.
You acknowledge and agree that we do and will use third party software and hardware in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any applicable end user licenses or other agreements relating to the use of such hardware or software.
You acknowledge and agree that any IP addresses that Stash may assign to you in connection with the Services are registered to and owed by Stash and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.
15. Beta Services
If you elect to participate in any evaluation or test of any Beta Services, then you acknowledge that: (i) such Beta Services are provided "AS IS, AS AVAILABLE" with no warranty whatsoever; (ii) the Beta Services are a pre-release, pre-production version and may not work properly and that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) Beta Services should not be used in a live production environment; and (iv) you must not use the Beta Services where their use could affect any systems relating to the control of hazardous environments, life support, or weapons systems. You agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems that you may experience. You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Services, will be deemed our Confidential Information, as defined above, and you agree not to disclose such testing results or experiences with any third party or use them for any purpose other than providing feedback to Stash.
You agree that we may use your feedback for any purpose whatsoever, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the Beta Services will be owned exclusively by Stash.
The commercially released version of the Beta Services may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.
You are not entitled to any Service Credits under our Service Level Agreement for downtime or other problems that may result from your use of the Beta Services. Subject to the foregoing limitations, the maximum aggregate liability of Stash and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Services will be a payment of money not to exceed One Hundred Dollars ($100.00).
We may terminate the Beta Services at any time, in our sole discretion.
The website may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available form such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
17. Who may use the Services
You may resell the Services, except as provided below or otherwise restricted by Stash. If you resell Services, you are responsible for use of the Services by any third party to the same extent as if you were using the Services yourself. Unless otherwise agreed, Stash will provide support only to you, not to any other person you authorize to use the Services. There are no third party beneficiaries to the Agreement, meaning that third parties do not have any rights against either of us under the Agreement.
Non-Solicitation. During the term of this Agreement and for a period of eighteen (18) months thereafter, you agree not to solicit or hire the services of any employee or subcontractor of Stash without the prior written consent of Stash.
Force Majeure. Stash will not be deemed to be in breach of this Agreement and will have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.
No High Risk Use. You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act.
Notice of Claim and Filing of Suit. You must present any claim in writing to Stash within a reasonable time, and in no event longer than forty-five (45) days after the event for which the claim is presented so as to permit the parties to attempt to resolve the claim. No action may be maintained against Stash under this Agreement, unless timely written claim has been given as provided above.
Notices. Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to you will be sent to the mailing address set forth on the account tab in your MyStashPro.com client portal. Notices to Stash will be sent to Stash America LLC., 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121 Attn: Legal. Either party may change their notices address by written notice to the other party.
Survival. The provisions of Sections 1, 10, 11, 12, 13, 14, and 18 will survive any termination or expiration of this Agreement.
Modification; Authority; Assignment. Without limiting Stash's rights to modify the Acceptable Use Policy or Service Level Agreement as set forth therein, Stash may modify any aspect of this Agreement upon thirty (30) days prior notice. Should you wish to terminate this Agreement as a result of such modification, you may do so by sending a notice of termination via a Ticket in MyStashPro.com customer portal any time prior to the effective date of such modification and no Early Termination Fees will apply. Otherwise such modification will remain in effect for the remaining term of this Agreement.
You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional Services. This Agreement binds any of your authorized Users, as well as your heirs, executors, successors, and assigns.
This Agreement may not be assigned by you without the prior written consent of Stash, which will not be unreasonably withheld or delayed.
We may assign the Agreement in whole or in part to an Affiliate with sufficient financial standing in order to meet its obligations under this Agreement or as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. Stash may use third party service providers to perform all or any part of the Services, but Stash remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if Stash performed the Services itself.
Disputes. Any dispute between the parties arising under this Agreement that has not been settled by negotiation will be submitted to mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures. The parties agree to share equally the mediator's fee and administrative costs of mediation but will bear their own attorney fees, expenses, and costs. If the parties are unable to settle their dispute by mediation, the parties agree to submit their dispute to binding arbitration before a sole arbitrator in accordance with the Expedited Procedures of the AAA's Commercial Arbitration Rules. Arbitration will take place in a mutually agreeable location. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties agree to share equally the arbitrator's fee and administrative costs of arbitration but will bear their own attorney fees, expenses, and costs. Nothing in this Section will prevent either party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (b) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others.
Governing Law; Jurisdiction. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and any successor treaties will not apply. This Agreement is governed by the laws of the State of Nevada, excluding its conflicts of laws principles. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Nevada; provided, however, that Stash will have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Stash's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.