Last Updated: 08-21-2026
Stash, Inc. (“Stash”) provides technology-enabled services, including the Software as a Service offering branded as Stash, the website at https://www.stash.gg/, any associated mobile or desktop applications, and other related software, content, and services, together with all versions, updates and upgrades thereto. The customer identified in the applicable order form (“Developer”) agrees that these Terms, together with the applicable order form (each, an “Order Form” and collectively, this “Agreement”), form the entire agreement between Developer and Stash and are effective as of the date of execution of an initial Order Form (the “Effective Date”). The Services (as defined below) enable Developer to operate and manage white-labeled online stores, custom game launchers, and related experiences for digital games, in-game items, virtual currency, downloadable content, subscriptions, and other digital goods and services for Players. These Terms and Conditions (“Terms”) set forth legally binding terms and conditions governing access to and use of the Services. All capitalized terms used but not defined herein may have the meanings assigned to them in an Order Form, as applicable.
Stash may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms and Conditions” link within the Services, or as otherwise made available by Stash. Please check this Agreement and any documents referenced herein periodically for changes. Developer agrees that its continued use of the Services after such changes have been published will constitute Developer’s acceptance of such revised Agreement. Stash may also change, suspend or discontinue the Services at any time in our sole discretion. Any new features, tools, software or solutions added to the current Services will also be subject to this Agreement.
In the event of a conflict between the terms in an Order Form and these Terms, the terms in the Order Form shall control with respect to the Services provided under such Order Form.
2.1. “Aggregated Data” means Developer Data that has been aggregated and anonymized in a manner that: (i) does not reveal any personally identifiable information; and (ii) cannot reasonably be used to identify the identity, of any individual.
2.2. “Analytics Reports” means reports, models, and insights generated by the Services with respect to Developer Data and otherwise.
2.3. “Analytics Templates” means Stash’s proprietary algorithms, models, and other data analytics templates and tools which are provided by Stash to Developer via the Services.
2.4. “API” means any proprietary application programming interface, whether made accessible by Stash or not, that enables Developer to, among other things, pull Developer Data from any approved Integrations via the Services.
2.5. “Applicable Law(s)” means, collectively, any and all laws, regulations, rules, ordinances, guidelines, judicial, and administrative orders that apply to either party, their respective affiliates, and their respective End Users in connection with this Agreement, the Services, or the jurisdictions in which the Services are performed or, as permitted, used. Applicable Laws include, without limitation, the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, the CAN-SPAM Act, the Electronic Fund Transfer Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, applicable consumer protection and unfair competition laws, e-commerce and distance-selling laws, and, to the extent applicable, payment services, anti-money laundering, and sanctions regimes.
2.6. “Authorized User” means any employee or contractor of Developer who is authorized by Developer to access and use the Services on Developer’s behalf and pursuant to unique Credentials which are associated with Developer’s account on the Services.
2.7. “Chargeback” means the reversal of any Player Payment pursuant to the Payment Network Rules following a Player User’s dispute of a Player Purchase.
2.8. “Confidential Information” means information identified in good faith by either party as being confidential or proprietary, including information that is marked or identified as “confidential,” “proprietary,” or with a similar designation. Confidential Information shall include, without limitation, the terms and conditions of this Agreement; the source code and architectural framework of the Services (including Analytics Templates); Aggregated Data; Developer Data; information relating to future releases of the Services; and pricing information and business plans provided by either party.
2.9. “Configuration Services” means the configuration of the Stash Platforms and other Services, or any portion thereof, into a White Labeled Platform, pursuant to an applicable Order Form.
2.10. “Credentials” means any End User accounts, passwords, and other authentication credentials associated with use of the Services by Developer or End Users.
2.11. “Data” means information, content, data, and other materials in any form.
2.12. “Developer Data” means any and all Data that Developer and End Users submit, upload, email, transmit, or otherwise make available through the Services or to Stash.
2.13. “Developer Facilities” means Credentials, Authorized Offices, and any account, database, hardware, system, or other facility within Developer’s custody or control.
2.14. “Developer Offering” means, other than Developer Products, any digital product, service, game, or other downloaded or virtually accessible digital content, good, or service provided by Developer to Players.
2.15. “Developer Products” means the Developer’s digital goods and services, and any subsequent updates and upgrades thereto, that are resold by Stash for use in or integration with the Developer Offering. Developer Products may include in-app purchases, tokens, in-game items, virtual currency, downloadable content, or any other virtual goods or services.
2.16. “Documentation” means documentation provided by Stash to the Developer that sets forth the requirements for the technical interaction of the parties in connection with the use of the Services, including the requirements for electronic formats and tools and networks to be used for any integration of the parties’ systems, as may be updated from time to time by Stash.
2.17. “Emergency Security Issue” means any: (i) use of the Services by Developer or End Users in violation of the terms and conditions of this Agreement that disrupts or is reasonably likely to disrupt the availability of the Services to other users; or (ii) access to the Services by any unauthorized third party through use of any Developer Facilities.
2.18. “End User” means any Authorized User or Player User.
2.19. “Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
2.20. “Integration” means any integration of the Services, including any White Labeled Platform, with Developer Facilities or Third-Party Offerings, which is authorized by Stash and enabled by an API, and which enables Developer to input Developer Data into the Services from such Developer Facilities or Third Party Offerings.
2.21. “Malicious Code” means without limitation code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, and trojan horses.
2.22. “Marks” mean a party’s names, brands, trademarks, service marks, or logos.
2.23. “Merchant of Record” means the party that: (i) acts as the seller of record in a transaction; (ii) appears on the customer’s payment instrument and receipt; (iii) transfers title of goods to the customer; and (iv) is responsible for processing payments, collecting and remitting taxes, and managing refunds and Chargebacks in accordance with Payment Network Rules.
2.24. “Order Form” means each Order Form or statement of work (“SOW”) entered into in writing by the parties under this Agreement specifying the Services, including the Fees, number of authorized End Users, the Term, and any additional terms applicable to the Developer’s access to and use of the Services.
2.25. “Payment Network Providers” mean Payment Processors, payment or card networks, payment service providers, financial institutions, or any other applicable third party involved in the processing of payments or other transactions under the Agreement.
2.26. “Payment Network Rules” means the applicable bylaws, rules, bulletins, regulations, and any program or requirement that may be published, mandated, and/or amended from time to time by any applicable credit card or Payment Processing networks, such as Visa, Mastercard, American Express, or Discover, including without limitation the Payment Card Industry Standards Data Security Standards (“PCI DSS”).
2.27. “Payment Processing” means payment authorization, processing, clearing, and settlement, for credit and debit card (“Card”) and other similar transactions.
2.28. “Payment Processor” means the Third Party Provider with whom Stash contracts for Payment Processing.
2.29. “Player(s)” means any of the end users or players who access the Developer Offering.
2.30. “Player Purchase” means any purchase made by a Player User through the Stash Offerings in connection with Developer Products.
2.31. “Player Payment” mean any payment by Player Users to Stash for Player Purchases.
2.32. “Player User” means any Player who accesses or uses the Stash Offering in conjunction with a Developer Offering or any White Labeled Platform, including to launch or otherwise obtain access to digital games, in-game items, virtual currency, downloadable content, subscriptions, or other digital goods or services.
2.33. “Professional Services” means the professional services provided by Stash to Developer pursuant to an SOW, including the Configuration Services and other implementation, customization, development, training, and similar services as agreed by the parties.
2.34. “Prohibited Content” means any content, product, or services prohibited or restricted from the Resale Services by Stash or its Payment Processors. The current list of Prohibited Content from Stash’s Payment Processor can be found here: https://www.adyen.com/legal/list-restricted-prohibited.
2.35. “Resale Services” means Stash’s purchase of Developer Products from Developer and resale of such Developer Products to Player Users through Player Purchases, including Payment Processing of Player Payments.
2.36. “SaaS Services” means any and all of the services, software and other offerings provided by Stash pursuant to this Agreement, including the White Labeled Platforms, Stash Platforms, Integrations and APIs provided by Stash, Analytics Templates, the offerings provided through https://www.stash.gg/, any mobile applications provided by Stash, and all such services and software labeled as alpha, beta, pre-release, trial, preview or otherwise. The Services may include any enhancements, updates, upgrades, derivatives, or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, and sample data sets as provided by Stash.
2.37. “Services” means the Professional Services and Resale Services together with the SaaS Services.
2.38. “Stash Offerings” mean any and all of the services, software and other offerings provided by Stash to Player Users. For the avoidance of doubt, Stash Offerings do not include any services, software or other offerings as provided by Stash to the Developer.
2.39. “Stash Platform” means any proprietary online platform hosted by Stash which is specified in an Order Form, including any related domain and subdomains, software, code, algorithms, Analytics Templates, hosted services and web interfaces.
2.40. “Third Party Offerings” means services delivered or performed by third parties independently of the Services, or other online, web-based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Services.
2.41. “Third Party Provider” means a third party who provides, owns, hosts, or licenses a Third Party Offering, API, or Integration.
2.42. “White Labeled Platform” means any of, or any portion of, the Stash Platforms or other Services that: (i) are configured for the Developer; (ii) are intended to allow Player Users to access and use a Developer Offering, including through custom game launchers; and (iii) incorporate or use the Developer’s Marks.
3.1. Grant of Rights. During the term of this Agreement, and subject to Developer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement (including those in an applicable Order Form), Stash hereby grants Developer a limited, non-exclusive, non-sublicensable (except as permitted herein), non-transferable, revocable right under each Order Form to access and use the Services and to download Analytics Reports, if and as made available to Developer through the Services, solely during the Term (as defined below) of this Agreement, in the form and manner provided by Stash under the applicable Order Form, and only within Developer’s Facilities for Developer’s internal business purposes in the ordinary course of Developer’s business. Developer hereby agrees that Stash may collect or generate Aggregated Data in connection with providing Developer and End Users with access to the Services.
3.2. Restrictions. Except as expressly permitted under this Agreement, Developer shall not itself, nor shall it permit any other party (including Authorized Users) to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Services; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of any part of the Services; (iii) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Services or related infrastructure or that negatively affects the ability of others to access or use the Services; (v) use spiders, crawlers, robots, scrapers or other similar means to access the Services, or otherwise substantially download, reproduce or archive any portion of the Services; (vi) rent, lease, lend, sell or sublicense the Services, or otherwise provide access to the Services to anyone who is not an End User or as part of a service bureau or similar fee-for-service purpose; (vii) use the Services to transmit Malicious Code; (viii) access or use the Services in any manner that does not comply with all Applicable Laws; or (ix) engage in any other activity deemed by Stash to be in conflict with the spirit or intent of this Agreement. Stash’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by Stash, and does not create a private right of action for any other party.
3.3. Analytics Reports. Subject to Developer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Stash hereby grants Developer a perpetual, non-exclusive, non-transferable, non-sublicensable (except as permitted herein), royalty-free right to use the Analytics Reports and the Analytics Templates (solely to the extent incorporated into the Analytics Reports) solely for Developer’s internal business purposes.
3.4. Changes. Developer acknowledges and agrees that Stash may, from time to time with or without notice to Developer, improve, modify, or update the Services, including by adding, changing, or removing certain functions or features to or from the Services. Any such updates or modifications will not materially reduce the overall functionality of the Services during the Term. From time to time, Stash may make certain new or enhanced features, functions, or modules available to Developer subject to additional fees, provided that any such charges will not apply to features already included in the Services under the applicable Order Form.
3.5. Authorized Users. Authorized Users may access and use the Services on Developer’s behalf contingent upon such Authorized User’s compliance with the terms and conditions of this Agreement, provided that: (i) Developer is responsible for ensuring that all Authorized Users agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Developer; (ii) such use is only in connection with Developer’s internal business purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder (including an increase in the number of Authorized Users); and (iv) Developer remains fully responsible and liable for any and all acts or omissions by such Authorized Users related to this Agreement.
3.6. Player Users. Player Users’ access to and use of the Services, either directly or through an applicable White Labeled Platform, is contingent upon Player Users’ compliance with all applicable terms and conditions of this Agreement. Developer is responsible for ensuring that all Player Users agree in a legally enforceable manner to abide by and fully comply with such applicable terms and conditions, whether directly or as incorporated into an applicable agreement between Developer and Player Users; and Developer remains fully responsible and liable for failure to obtain such agreement and compliance.
4.1. Resale Services. Stash will offer Developer Products to Player Users through the Stash Offerings and act as the Merchant of Record for all such Player Purchases. Upon a Player User completing a Player Purchase through the Stash Offerings, Stash shall purchase the applicable Developer Products from Developer and remit such Developer Products to the Player User.
4.2. Merchant of Record. As Merchant of Record, Stash will:
4.2.1. present its name on Player Users’ payment instruments and receipts;
4.2.2. be responsible for authorizing and capturing Player Payments through supported payment methods;
4.2.3. administer refunds and credits to Players in accordance with the Stash Refund Policy, available at https://www.stash.gg/legal/refund-policy (“Stash Refund Policy”), or as Stash may be required under Applicable Law, its Payment Processor’s rules, or this Agreement;
4.2.4. be the primary point of contact vis-à-vis its Payment Processor(s) with respect to settlement, Chargebacks, and dispute processing; and
4.2.5. subject to Stash’s obligations and Developer’s rights hereunder, including Developer’s right to set prices under Section 4.4.2 below, be responsible for all aspects of Player Purchases, including: (a) determining, in its sole discretion, the sale price, list price, promotional pricing, discount terms, bundling, and any other pricing strategies at which Developer Products are offered to Player Users, including the right to vary pricing by geography, currency, payment method, or customer segment; provided, however, that Stash will consult with Developer in good faith regarding pricing strategies that may materially impact Developer’s revenue, as determined by Stash in its sole discretion, but Stash retains final pricing authority; (b) collecting, reporting and remitting applicable taxes to applicable tax authorities; (c) providing customer support for inquiries related to Player Purchases. Note that Stash’s obligations with respect to customer support are limited to Player Purchases and Stash Offerings and do not include customer support related to the Developer Offering or Developer Products specifically.
4.3. Developer Product Representation and Warranties. Developer represents, warrants, and covenants that:
4.3.1. Developer shall provide Stash with complete and accurate information regarding the Developer Products (“Product Information”), including but not limited to product descriptions, pricing, tax classifications, HS codes or tariff classifications (if applicable), digital versus physical goods classifications, delivery methods, geographic restrictions or requirements, age restrictions, license terms, refund eligibility, and any other information reasonably requested by Stash or required for Stash to comply with its obligations as Merchant of Record under Applicable Laws, Payment Network Rules, or agreements with Payment Processors. Developer shall update such Product Information promptly upon any change and, in any event, within five (5) business days of becoming aware of any inaccuracy or change that could affect tax treatment, Payment Processing, or regulatory compliance;
4.3.2. Except for Stash’s transfer of title of Developer Products to Player Users as part of Player Purchases, Developer is solely responsible for all Developer Products, including for: (i) Developer Products themselves and their functionality and use within Developer Offerings; (ii) any services arising out of or related to Developer Products; (iii) any representations or warranties regarding Developer Products; and (iv) any other obligations or issues arising from or related to Developer Products (collectively, “Product Obligations”).
4.3.3. Developer owns or licenses all rights in and to the Developer Products, including but not limited to any Marks, designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, game keys, information; and
4.3.4. the Developer Products do not contain information or suggestions:
a. concerning adoption agency services; selling real-world exotic animals; selling databases; selling real-world alcoholic beverages, tobacco or cigarettes; currency exchange; purchase and sale of securities; pawn shops; adult chat sites, pornographic content, escorts or links that lead to such websites; selling electronic cigarettes; investment clubs, sale of shares, stocks, put options and other investments; gold investments, capitalization certificates (investments with rewards); concealing and laundering assets of criminal origin; pyramid schemes; handling and transport of organic, hospital or hazardous waste; selling prescription medications; psychic services; people and organizations that support terrorism; loans; production, sale or trafficking of real-world weapons or munitions; selling real-world replicas or imitations of products; sex shops and erotic items; vehicle payment plans; online auctions; selling prepaid phone cards, VoIP, text messaging; selling objects and services which promote racism and discrimination; organ trafficking; invasive cosmetic procedures; sale of real-world precious stones / high-value fine jewelry; sale of hallucinogenic substances and illegal drugs; network marketing, benefits from admittance of new members; zoophilia / child pornography; unlawful Internet gambling; or
b. that violate the Payment Network Rules; are listed by Stash or its Payment Processors as Prohibited Content; promote or encourage discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; or target, or intend to distribute to, children under the age of thirteen (13) years old.
For the avoidance of doubt, Developer Products may not include any loot boxes or other digital goods that constitute gambling or are based on random chance.
4.4. Developer Acknowledgements. Developer acknowledges and agrees that:
4.4.1. As Merchant of Record, Stash and Player Purchases are subject to the terms and conditions of Stash’s agreements with its Payment Processors, including compliance with all Applicable Laws and Payment Network Rules.
4.4.2. Developer shall have the right to set the wholesale price at which Developer Products are sold to Stash; provided, however, for Stash to act as Merchant of Record and provide the Resale Services in compliance with Applicable Laws, Stash must have the right to set the price at which Developer Products are offered to Player Users. Developer further acknowledges that Stash’s pricing decisions may take into account factors beyond Developer’s wholesale pricing, including but not limited to market conditions, competitive positioning, promotional strategies, Payment Processing costs, taxes, currency exchange rates, and Stash’s own margin requirements.
4.4.3. Player Users’ use of the Stash Offerings and ability to make Player Purchases is subject to such Player User’s compliance with Stash’s Terms of Service, available at https://www.stash.gg/legal/stash-end-user (“Stash TOS”).
4.4.4. Developer shall provide any documentation or information reasonably necessary for or requested by Stash to comply with customer authentication and know-your-customer (“KYC”), anti-money laundering (“AML”), sanctions, or other requirements imposed by Applicable Law or by any Payment Processor or payment network.
4.4.5. Stash may decline to process, or may reverse, any Player Payment if Stash reasonably determines that doing so is necessary or prudent to comply with Applicable Law, mitigate fraud or credit risk, or comply with a Payment Processor or Payment Network Rules.
4.4.6. Developer shall be liable for, and shall reimburse Stash for, all Chargebacks, payment reversals, fines, penalties, or assessments imposed by Payment Processors, payment networks, or regulators to the extent arising from Developer’s acts or omissions, the Developer Offerings, or Developer’s interactions with Players.
4.4.7. Developer shall process all refunds reasonably requested by Stash for any Developer Products within ten (10) business days of such request, provided: (i) such refund is tied to or related to a Player Purchase refund or Chargeback; (ii) such refund does not arise from Stash’s gross negligence or willful misconduct; and (iii) Stash provides Developer with reasonable documentation supporting each refund request.
4.4.8. Developer must maintain a copy of all electronic and other records related to any Developer Product transactions, ordering, or delivery for the greater of (i) two (2) years subsequent to such transaction being processed; (ii) the applicable warranty period of the delivered Developer Products (if any); or (iii) the relevant period required under Applicable Law and Payment Network Rules.
5.1. Onboarding. Prior to Stash providing the Resale Services, Developer shall provide such information about itself and its activities—which may include, but is not limited to, information about its financial status and creditworthiness, its activities, its directors or other governing board members or control persons; authorized signatories; shareholders; and ultimate beneficial owner(s), and the Developer Products—as Stash or its Payment Processors or other third party KYC verification partners may require prior to receiving the Resale Services and upon request from time to time. Developer will, upon request from Stash, promptly provide any additional information and supporting documentation regarding its KYC information, including information Stash reasonably requires to carry out periodic KYC reviews on Developer. Developer agrees that Stash may run further checks on Developer’s identity, creditworthiness and background by contacting and consulting relevant registries, KYC providers, telecom providers and/or governmental authorities. Developer warrants unconditionally that all KYC information it provides to Stash is correct and up to date to the best of its knowledge. Developer shall provide Stash with at least five (5) business days’ prior written notice of any material change to such information, or if such notice period is not reasonably possible, immediately after such change has occurred. To the extent that Developer provides personal information belonging to its shareholders or ultimate beneficial owners, Developer represents and warrants that it has obtained the individual’s prior written authorization permitting Stash and its Payment Processors or other third party KYC verification partners to use the information to procure consumer reports about the individual in compliance with the Fair Credit Reporting Act, California’s Investigative Consumer Reporting Agencies Act and any other Applicable Law.
5.2. Data Security and Compliance. Developer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Developer Data and all use of the Service by Developer or any Authorized User, including compliance with any Applicable Law. Developer shall ensure that its, and its Authorized Users’, use of the Services complies with all consumer protection, e-commerce, marketing, data privacy, and security requirements of any Applicable Law, including providing all required notices and obtaining all necessary consents from End Users. Developer is solely responsible for ensuring any White Labeled Platform conforms with Applicable Law and for monitoring all use of such White Labeled Platforms to ensure ongoing compliance.
5.3. Consent to Communicate with Player Users. Without limiting the generality of Section 5.2, Developer represents and warrants that: (i) Developer has obtained all consents required under Applicable Law to permit Stash to communicate with Player Users on Developer’s behalf or regarding any Developer Product through SMS messages, email, telephone, or any other applicable method of communication, and Developer shall maintain records of such consents in accordance with Applicable Law; and (ii) all communications by or on behalf of Developer will comply with Applicable Law. Developer further agrees to accept and comply with requests from Stash to provide documentation of Player User consents, express or implied.
5.4. Technical Requirements. Developer and Authorized Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access the Services in accordance with the applicable Documentation, including computers, operating systems, web browsers, and storage devices.
5.5. Protection. Developer shall be solely responsible for protecting the confidentiality of Credentials and for the operation, maintenance, and security of, and all activities undertaken using, Developer Facilities and applicable White Labeled Platforms. In the event that Developer becomes aware of any unauthorized access to or use of the Services through use of Developer Facilities or White Labeled Platforms, Developer shall promptly give written notice to Stash of such unauthorized access or use and make reasonable efforts to eliminate it. Developer shall at all times maintain and enforce appropriate administrative, technical, and physical safeguards, including security policies, procedures, and access controls, to safeguard access to and use of the Services through Developer Facilities and White Labeled Platforms. All such measures shall comply with prevailing industry standards and, in no event, be less than reasonable care.
5.6. Integrations. Developer acknowledges and agrees that some features of the Service require Integrations with Third Party Offerings that require Developer or End Users to register and create accounts for such Third Party Offerings. Developer acknowledges and agrees that it shall remain solely responsible for it and its End Users’ conduct with respect to such Integrations and any credentials, authorizations, permissions, Developer Data, or other information or actions required or permitted in connection therewith.
5.7. Compliance and Usage Monitoring. Developer acknowledges and agrees that Stash monitors use of the Services to confirm that such use complies with this Agreement. Such features may further permit Stash to disable use of the Services remotely.
5.7.1. If Stash determines, in its sole discretion, that Developer has not used or accessed the Services for six (6) consecutive months, Stash reserves the right to: (i) charge a monthly dormancy fee; (ii) suspend Developer or any End User’s access to the Services; and/or (iii) terminate this Agreement.
5.7.2. If Stash determines, in its sole discretion, that Developers’ use of the Services imposes an unreasonable or disproportionately high load or burden on the Stash Platforms or Stash’s infrastructure, systems or resources, Stash may take reasonable actions to protect the integrity and performance of the Services or its infrastructure, systems or resources, including temporarily limiting, suspending or throttling Developer’s, or End Users’, access to the Services, Stash Platforms, or certain features thereof. Stash will make a reasonable effort to notify Developer (email being sufficient) prior to taking such actions and will work in good faith to resolve the underlying issue.
5.8. Fraud and Risk Management. Developer acknowledges and agrees that Stash has implemented fraud prevention, risk management and AML compliance measures to protect the integrity of the Services, Player Users, and Stash’s Payment Processors. In furtherance of these efforts:
5.8.1. Stash reserves the right to monitor transactions, Developer Data, Player User activity, and use of the Services to detect and prevent fraudulent, illegal, or suspicious activity, including but not limited to payment fraud, chargeback abuse, account takeover, identity theft, money laundering, or violations of this Agreement.
5.8.2. If Stash suspects or determines that Developer, any Authorized User, any Player User, or any transaction processed through the Services involves fraudulent, illegal, or suspicious activity, Stash may, immediately and without prior notice: (i) suspend or terminate Developer’s or any End User’s access to the Services; (ii) suspend or block any Player Purchases or Player Payments; (iii) withhold or reverse any Developer Product Charges or other payments owed to Developer; (iv) establish or increase reserves from Developer Product Charges in amounts reasonably determined by Stash to cover potential losses, chargebacks, refunds, or other liabilities; and/or (v) terminate this Agreement in accordance with Section 16.
5.8.3. Developer shall promptly cooperate with Stash in investigating any suspected fraudulent, illegal, or suspicious activity, including by providing documentation, information, and access to Developer Facilities, records, and personnel as reasonably requested by Stash. Developer’s failure to cooperate fully and promptly may result in immediate suspension or termination of the Services.
5.8.4. Stash reserves the right to report suspected fraudulent, illegal, or criminal activity to appropriate law enforcement agencies, financial crime prevention authorities, Payment Processors, card networks, and other relevant regulatory bodies. Developer acknowledges and consents to Stash’s disclosure of Developer Data, transaction information, and other relevant information to such entities as necessary to comply with legal obligations, protect the Services, or prevent harm to Stash, Player Users, or third parties.
5.8.5. Developer shall implement and maintain reasonable fraud prevention and risk management measures with respect to the Developer Offering, Developer Products, and Player Users, including monitoring for unusual transaction patterns and Player User complaints. Developer shall promptly notify Stash of any suspected fraudulent activity involving the Services, Player Users, or Player Purchases.
5.8.6. Developer acknowledges that Stash’s Payment Processors and card networks may impose requirements, restrictions, or conditions related to fraud prevention, risk management, or transaction monitoring, and Developer agrees to comply with any such requirements communicated by Stash.
5.9. Records; Audit. In addition to Stash’s rights to be provided compliance-related information under Section 4.4.5, Stash and its authorized representatives (including third-party auditors under confidentiality obligations) shall have the right, upon reasonable prior written notice to Developer (except in cases of suspected fraud, material breach, or regulatory investigation, in which case no advance notice is required), to audit, inspect, and copy Developer’s books, records, systems, and facilities to verify Developer’s compliance with this Agreement, including but not limited to: (a) accuracy and completeness of Product Information; (b) tax-related obligations and accuracy of tax classifications; (c) compliance with Prohibited Content restrictions; (d) data privacy, security, and protection obligations; (e) accuracy of reports and certifications; (f) representations, warranties, and covenants; (g) fraud prevention measures under Section 5.8; and (h) any other compliance matter related to Developer’s obligations or Stash’s obligations as Merchant of Record. Developer shall maintain complete and accurate records of all matters subject to audit under this Section for the longer of five (5) years after the relevant transaction or activity or the period required under Applicable Law.
5.9.1. Audits may be conducted no more than once per calendar year for routine compliance purposes, but more frequently if required by Stash’s Payment Processors, card networks, regulators, or auditors, or at any time if Stash reasonably suspects fraud, material breach, or violation of this Agreement, or in connection with any regulatory investigation, tax audit, or legal proceeding. Developer shall provide Stash and its auditors with reasonable access to Developer’s personnel, systems, facilities, books, and records, and shall cooperate fully with any audit. Stash shall bear the costs of routine annual audits, but Developer shall reimburse Stash for the reasonable costs of any other audit if such audit reveals: (i) a material breach of this Agreement; (ii) material inaccuracies in Product Information, reports, or certifications; or (iii) any other material non-compliance.
5.9.2. If an audit reveals non-compliance, Developer shall: (a) immediately cure such non-compliance; (b) refund any overpayment and pay any underpayments or other amounts owed, plus interest at the rate specified in Section 11.4; and (c) reimburse Stash for any costs, losses, penalties, or liabilities incurred as a result of such non-compliance, including taxes, fines, chargebacks, and third-party claims.
5.9.3. Developer acknowledges that Stash may be required by its Payment Processors, card networks, regulators, or its own auditors to conduct audits or provide information regarding Developer’s compliance, and Developer agrees to cooperate fully with any such third-party audit requirements and to permit Stash to share relevant audit findings with such third parties to the extent necessary for Stash to comply with its own obligations, subject to reasonable confidentiality protections.
6.1. Privacy Policy. In addition to this Agreement, the Stash Privacy Policy (available at https://www.stash.gg/legal/privacy-policy) (“Privacy Policy”), which may be amended from time to time, applies to how Stash may process personal information (including that of End Users) provided as part of the Services or accessed by Developer or End Users. Developer acknowledges and agrees that by accessing or using the Services, Stash may receive certain information about Developer and/or End Users, as applicable, including personal information, as set forth in the Privacy Policy, and Stash may collect, use, disclose, store, share, and process such personal information in accordance with such Privacy Policy.
6.2. Data Processing Agreement. Each party shall comply with the Data Processing Agreement https://www.stash.gg/legals/data-processing-addendum-for-customers, which is incorporated herein by reference.
7.1. Professional Services. If indicated in an Order Form and as further set forth in an applicable SOW, Stash shall perform certain Professional Services. Each SOW shall be governed by the terms and conditions of this Agreement and will specify, among other terms the parties deem relevant: (i) a description of the Professional Services that Stash will provide; (ii) the schedule for performance; (iii) the Fees that Developer will pay; and (iv) the schedule for payment. In the event of any conflict between the terms and conditions of this Agreement and any SOW, the terms and conditions of this Agreement shall take precedence except as expressly stated otherwise.
7.2. Developer Technical Specifications. Developer shall supply Stash all information, materials, and access reasonably necessary for Stash to perform the Professional Services for Developer (“Developer Technical Specifications”), which may include, without limitation, information, documents, equipment, services, access, facilities, and support related to Developer Facilities. If Developer fails to provide the Developer Technical Specifications in a timely manner, Developer agrees to reimburse Stash for any additional costs or expenses incurred as a result of such delay or failure.
8.1. Service Levels. Stash shall provide the Service to Developer in accordance with the Documentation, which is incorporated herein by reference.
8.2. Support Cooperation. Developer agrees to reasonably cooperate with Stash in troubleshooting, support, or maintenance of the Services, including providing access to Developer Facilities, logs or, other information reasonably requested by Stash.
Each party may use the Confidential Information provided by the other party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing party. Neither party may disclose to a third party Confidential Information of the other party. The receiving party shall protect Confidential Information of the disclosing party using the same degree of care it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than reasonable care. The foregoing obligations in this Section 9 shall not apply to any Confidential Information that: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement by the receiving party; (ii) was known by or in the lawful possession of the receiving party prior to receipt from the disclosing party; (iii) is or has been independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party; (iv) is or has been made known or disclosed to the receiving party by a third party without a breach of any obligation of confidentiality to the disclosing party; or (v) is required to be disclosed by law; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure.
10.1. Responsibility for Data. All Data is the sole responsibility of the party from whom such materials originated. Developer acknowledges and agrees that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, as submitted by Player Users or via Third Party Offerings), and such third parties, and not Stash, are entirely responsible for such Data; (ii) Developer and Authorized Users, and not Stash, are entirely responsible for the accuracy, quality and legality of all Developer Data (if any); and (iii) Developer and Authorized Users are solely responsible for giving all required notices and obtaining all necessary consents (including all required permissions from Players and Intellectual Property holders) before submitting Developer Data (if any) through or to the Services or Stash. Developer represents, warrants, and covenants that Developer owns or licenses all rights in and to all Developer Data that Developer provides, uploads, imports, or copies to the Services or otherwise shares with Stash, including to the extent such Developer Data is integrated with the Services.
10.2. Stash Ownership. The Services provided to Developer hereunder or products and services available to Developer through the Services, are licensed, not sold. Developer acknowledges and agrees that, as between Stash and Developer, Stash owns all right, title and interest (including all Intellectual Property) in and to the Services and Aggregated Data. Stash retains and reserves all rights not expressly granted in this Agreement. The foregoing shall include all rights of patent, copyright, trade secret and other proprietary rights in all technology, know-how, software, processes, efforts and methods, forms, procedures, data formats, data gathering and retrieval systems and methods, program names, designs and manuals, templates, forms and other proprietary or copyrighted material supplied by Stash or prepared by or for Stash prior to or independently of this Agreement.
10.2.1. Configuration Services. Developer acknowledges and agrees that, unless stated otherwise in an applicable Order Form, no deliverables or work product are created in the course of the Configuration Services, and that Stash owns all right, title and interest (including all Intellectual Property) in and to the White Labeled Platform, except for Developer’s Marks.
10.2.2. Trademarks. Developer may not use “Stash” or any of Stash’s Marks without Stash’s prior written approval or except as expressly authorized herein. Stash claims trademark protection over all such Marks. Developer will not remove or alter the Marks or any proprietary notices on the Services. Developer may not include the Marks in or as part of any registered corporate name, any other logo, or service or product name. Developer may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Stash. Developer will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will inure to Stash’s benefit.
10.2.3. Analytics Templates. In connection with Developer’s use of the Services, Developer may generate Analytics Reports as provided by the Services. Except as specifically set forth in this Agreement, Stash owns all right, title and interest (including all Intellectual Property) in and to the Analytics Templates and the Analytics Reports. Without limiting the foregoing, Stash will retain exclusive ownership of (i) all Stash know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools, (ii) all proprietary organization and structures for categorizing, sorting and displaying materials, information and other data (including for Developer Data) on the Services (including with respect to Analytics Templates and Analytics Reports), (iii) all updates, modifications, improvements, enhancements, and derivative works of the Analytics Templates and the Analytics Reports conceived, discovered, developed, or reduced to practice, solely or in collaboration with others, during the course of providing the Services hereunder, and (iv) in each case, all related Intellectual Property rights. Notwithstanding the foregoing, Developer shall remain the sole and exclusive owner of all right, title, and interest (including all Intellectual Property) in and to the Developer Data.
10.2.4. Feedback. If Developer or End Users elect to provide or make available to Stash any suggestions, comments, opinions, code, input, ideas, reports, information, know-how, or other feedback (whether in oral, electronic or written form) related to the Services (“Feedback”), Developer hereby assigns, at no charge, all rights, title, and interests in Feedback to Stash, and agrees that Stash is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer, or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to Developer. Developer warrants that the Feedback does not infringe any copyright or trade secret of any third party, and that Developer has no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by Developer). Developer further warrants that its Feedback is not subject to any license terms that would purport to require Stash to comply with any additional obligations with respect to any Services that incorporates Developer’s Feedback.
10.3. Developer Ownership. Stash acknowledges and agrees that, as between Developer and Stash, Developer owns all right, title, and interest (including all Intellectual Property) in and to Developer Data, Developer Offerings, Developer Products, Developer Marks and any results therefrom, except for Analytics Templates, Analytics Reports, White Labeled Platforms, and Aggregated Data. Developer grants Stash and its service providers a perpetual, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, and have made all Developer Data and Developer Marks (in any form and any medium, whether now known or later developed) to the extent necessary for Stash to exercise its rights granted and fulfill its obligations set forth herein, including the Configuration Services and the configuration of White Labeled Platforms. Developer acknowledges and agrees that the technical processing and transmission of Data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
10.4. Intellectual Property Notices. Developer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Services.
11.1. Developer Payouts. Unless stated otherwise in an applicable Order Form, Stash shall pay Developer for Stash’s purchase of Developer Products, net of applicable fees, refunds, Chargebacks, and other amounts owed by Developer to Stash under this Agreement (“Developer Payout”), at the end of the month following the month in which Stash purchased the Developer Products. Payment shall be by means of ACH transfers to Developer’s bank account on record with Stash or through other means reasonably determined by Stash.
11.2. Fees. For any amounts not deducted from Stash’s payments to Developer of the Developer Payout, Stash shall invoice Developer for the applicable fees set forth in the Order Form (the “Fees”) pursuant to the payment terms therein and Section 11.3. Unless otherwise set forth in an Order Form, all Fees are due within thirty (30) calendar days after the date of invoice receipt. Invoices provided online shall be deemed received the first day they are available online. All Fee payments are non-refundable and non-cancelable, except as otherwise specifically set forth in this Agreement. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. Developer acknowledges that Stash may modify the Fees set forth on an Order Form any time no more than once per calendar year upon sixty (60) days-notice to Developer, provided any such increase shall not exceed ten percent (10%) plus the Consumer Price Index for All Urban Consumers (“CPI-U”).
11.3. Payment Terms. All payments will be made in United States Dollars. Developer shall provide Developer’s credit card or bank account information to Stash in accordance with Stash’s instructions. Developer acknowledges that failure to provide such credit card or bank information shall prevent Developer from accessing and receiving the Services or payments of Developer Product Charges. All payments made via credit card may be subject to a surcharge that is greater than the cost of acceptance. Payments made via ACH shall be subject to a surcharge in an amount equal to the applicable ACH processing fee.
11.4. Late Payments. Any payment not received from Developer when due for any reason not the fault of Stash shall incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. If any Fees that remain unpaid for ten (10) days after Developer receives written notice of such unpaid Fees, Stash may, in Stash’s sole discretion: (i) apply any outstanding Developer Product Charges owed to Developer as a credit against the overdue Fees; (ii) exercise any set-off, reserve, or withholding rights described in Section 11.2 and Section 11.3; or (iii) suspend or discontinue the Services to Developer in accordance with Section 16.
11.5. Taxes. Any and all amounts payable hereunder by Developer are exclusive of any value added, sales, use, excise, or other similar taxes (collectively, “Taxes”). Developer shall be solely responsible for paying all such applicable Taxes. If Stash has the legal obligation to collect any Taxes, Developer shall reimburse Stash upon invoice by Stash. If Developer is required by law to withhold any Taxes from its payments to Stash, Developer shall provide Stash with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
12.1. Third Party Offerings. Stash may make Third Party Offerings available to Developer and End Users for use in connection with the Services, including as part of the White Labeled Platform. Developer acknowledges and agrees that any use by Developer or any End User of any Third Party Offerings may be subject to a separate agreement with such Third Party Provider, which will govern Developer’s and each End User’s use of such Third Party Offerings. Stash makes no warranties of any kind and assumes no liability whatsoever for Developer’s or any End User’s use of (or inability to use) Third Party Offerings, which are made available by Stash “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS.”
12.2. Changes to Third Party Offerings. Developer agrees and acknowledges that Stash may at any time, in its sole discretion: (i) remove or otherwise modify any Third Party Offering made available to Developer; or (ii) replace any Third Party Provider. Developer agrees and acknowledges that in the event Stash makes any such change, Developer’s continued use of the Services shall constitute acceptance of any agreements and policies applicable to such use and notice to, and acceptance of, such agreements and policies by End Users, where applicable.
13.1. Claims against Developer. Stash shall indemnify and hold Developer and its affiliates, and each of their officers, directors, employees, agents, partners and licensors harmless from and against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement (collectively, “Losses”) to the extent arising from any action or claim of a third party (each, a “Claim”) asserting that the Services infringe the intellectual property rights of such third party; provided, however, that Stash shall have no obligation to indemnify Developer from any such Claim to the extent they arise from: (i) use of the Services in any manner that does not comply in all material respects with the terms and conditions of this Agreement and any applicable laws, rules or regulations; (ii) use of the Services in combination with any hardware or software not provided or approved by Stash; (iii) modifications to the Services not made or authorized by Stash; or (iv) Developer Data or any other data or content submitted by Developer or third parties, including Authorized Users, to the Services (clauses (i) through (iv), collectively, “Developer Acts”). In the event that any part of the Services becomes the subject of or Stash reasonably determines that any part of the Services is likely to become the subject of a Claim as set forth in the previous sentence, Stash may, at its sole discretion: (1) procure for Developer a license as necessary for Developer to exercise the rights granted by Stash under this Agreement; (2) modify or replace the Services to avoid infringement, provided, however, that the Services as modified or replaced retain materially the same or better features and functionality; or (3) terminate this Agreement and provide a pro rata refund of the fees paid by Developer to Stash for the unused portion of the Initial Term or then-current Renewal Term, as applicable. THIS SECTION 13.1 SETS FORTH DEVELOPER’S SOLE REMEDIES AND STASH’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
13.2. Claims against Stash. Developer shall indemnify and hold Stash and its affiliates, and each of their officers, directors, employees, agents, partners and licensors harmless from and against all Losses due to a Claim resulting from: (i) Developer Data; (ii) Developer’s violation of this Agreement, any SOW, any law or regulation, or any rights (including intellectual property rights or rights to privacy or likeness) of another party or any Developer Acts; (iii) the Developer Offering or any Developer Product made available to Players, any Product Information, any Product Obligations, and any other representations, descriptions, or warranties made by or on behalf of Developer to Players; (iv) Developer’s pricing, refund, cancellation, or Chargeback policies or practices, or Developer’s failure to honor any entitlement, refund, or other obligation owed to Stash; (v) any Taxes (including penalties and interest) assessed against Stash in connection with Player Payments to the extent attributable to Developer’s failure to provide accurate information, comply with Applicable Law, or remit Taxes that are Developer’s responsibility under this Agreement; or (vi) Developer’s use of the Services, except as expressly permitted in this Agreement.
13.3. Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim, provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 13, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.
14.1. Mutual. Each party represents and warrants to the other party that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (iii) it has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iv) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder do not conflict with, or constitute a default under, any contractual obligation of such party.
14.2. Developer. Developer represents and warrants that Developer’s use of the Services are solely for business or commercial activities, and Developer’s use of the Services is not for any personal, family, or household purposes.
14.3. Disclaimer. DEVELOPER’S AND END USER’S USE OF THE SERVICES IS AT DEVELOPER’S AND END USER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, STASH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STASH MAKES NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET DEVELOPER’S OR END USER’S REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. DEVELOPER IS SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS.
15.1. STASH SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF STASH HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL STASH’S TOTAL LIABILITY TO DEVELOPER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR DEVELOPER’S OR END USER’S ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY DEVELOPER TO STASH FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
15.2. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
16.1. Term. The term for this Agreement shall commence on the Order Effective Date (as defined in the applicable Order Form) of the initial Order Form and continue in effect until the last Order Form in effect terminates or expires, as applicable (“Term”). Unless stated otherwise in the applicable Order Form, the initial term of an Order Form shall commence on the Order Effective Date, as applicable, and shall continue for the length set forth in the Order Form (the “Initial Order Term”), which shall automatically renew for successive terms of equal length beginning on the day immediately following the expiration of the Initial Order Term or then-current renewal term (each, a “Renewal Order Term” and each together with the Initial Order Term, collectively, the “Order Term”) unless either party provides notice to the other party of its intent not renew such Order Form at least thirty (30) days before the end of the Initial Order Term or then-current Renewal Order Term.
16.2. Suspension. Stash reserves the right to suspend Developer or any End User’s access to the Services in accordance with Section 5.7.1, 5.8, or 5.9 or in the event of an Emergency Security Issue, any non-payment by Developer, or Developer’s failure to cooperate with an audit or remedy non-compliance discovered through an audit as required by Section 5.9. Stash will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue or obtain Developer’s cooperation. Stash further reserves the right to suspend or revoke access to the Services by any End User who violates the terms of this Agreement.
16.3. Termination. Notwithstanding anything to the contrary, this Agreement or any Order Form, as applicable, may be terminated as follows:
16.3.1. By either party upon written notice to the other party:
a. of a material breach of this Agreement or any Order Form, as applicable, by the other party, which breach the other party does not cure within thirty (30) days after receipt of written notice of the breach (or such period as may be reasonable and mutually agreed by the parties if the breach cannot reasonably be cured within thirty (30) days, provided the breaching party commences cure within such thirty (30) day period and diligently pursues such cure to completion); provided that, where the breach affects only a particular Order Form, termination will be limited to that Order Form;
b. if Stash is or becomes barred or excluded from providing the Services under this Agreement due to violations of any Applicable Law or termination of its Payment Processor agreements, or
c. in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business; or
16.3.2. in whole or in part by Stash:
a. upon twelve (12) months’ written notice to Developer in the event that Stash anticipates or plans to discontinue providing or supporting any applicable SaaS Services; and
b. without notice in accordance with Section 5.7.1.
Notwithstanding the termination of this Agreement or any Order Form for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of termination.
16.4. Effect of Termination.
16.4.1. Events upon Termination of Order Form. Upon termination of an Order Form for any reason: (i) all rights granted by the parties under such Order Form shall immediately terminate; (ii) Developer shall immediately cease all use of the Services made available under such Order Form; and (iii) except as required under Section 9, each party shall immediately cease all use of the other party’s Confidential Information made available under such Order Form and return or destroy all copies of such Confidential Information that are within its custody or control.
16.4.2. Retrieval of Developer Data. Upon written request by Developer made within sixty (60) days after any expiration or termination of this Agreement, Stash will make Developer Data available to Developer through the Service in the standard format contained therein on a limited basis and at no additional cost to Developer solely for purposes of Developer’s retrieving Developer Data for a period of up to sixty (60) days after such request is received by Stash. After such sixty (60) day period, Stash will have no obligation to maintain or provide any Developer Data (unless Developer has made arrangements with Stash to retain such Developer Data for a longer period of time for a fee) and shall thereafter, unless legally prohibited, delete all Developer Data in accordance with its then-current protocols for secure deletion of such Developer Data. Developer Data stored in backups will be deleted in accordance with Stash’s then-current schedule for deletion/overwriting of such backups. Additionally, during the Term of the Agreement Developers can extract data using Stash’s standard web services. If Developer requires Stash’s assistance, Developer may acquire Professional Services at Stash’s then-current billing rates pursuant to a separately executed SOW.
16.4.3. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 2, 3.2, 4.3, 5, 5.8, 9, 10, 11, 13, 14, 15, 16.4, 17, 19, and 20.
17.1. Beta Product Disclaimer. ALL STASH PRODUCTS AND SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“Beta Product”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND DEVELOPER’S USE OF SUCH BETA PRODUCT IS AT ITS SOLE RISK AND STASH DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. Stash has no obligations in connection with or in the course of providing the Beta Product. Any expectations and estimates regarding Beta Product are based on factors currently known and actual events or results could differ materially. Stash does not assume any obligation to update any Beta Product. In addition, any information about Stash’s roadmap outlines Stash’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. Stash undertakes no obligation either to develop the features or functionality provided in the Beta Product, or to include any such feature or functionality in a future release of the Services. Developer expressly acknowledges that the Beta Product has not been fully tested and may contain defects or deficiencies which may not be corrected by Stash. The Beta Product may undergo significant changes prior to release of the corresponding generally available final version.
17.2. Beta Product Liability Waiver. NOTWITHSTANDING SECTION 15.2 WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, STASH’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE BETA PRODUCT.
18.1. EXCEPT FOR CLAIMS SEEKING INJUNCTIVE OR EQUITABLE RELIEF TO PROTECT INTELLECTUAL PROPERTY RIGHTS AS PROVIDED IN SECTION 18.5, ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.
18.2. The parties agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, or equitable relief for Intellectual Property infringement. If such good-faith efforts fail, Developer must initiate this dispute resolution process by sending a letter describing the nature of the claim and desired resolution to 1032 E Brandon BLVD #2468 Brandon FL 33511. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If Developer is represented by counsel, Developer counsel may participate in the Conference, but you agree to fully participate in the Conference. Likewise, if Stash is represented by counsel, its counsel may participate in the Conference, but Stash agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement.
18.3. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to 1032 E Brandon BLVD #2468 Brandon FL 33511. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.4. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. EACH PARTY AGREES THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN SAN FRANCISCO, CALIFORNIA. EACH PARTY HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
18.5. Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Intellectual Property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 18.
Developer represents, warrants and covenants that it:
19.1. will comply with all Applicable Laws, including without limitation, U.S. export laws and import and use laws of the country where any product or service is delivered or used; and
19.2. is not: (i) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
20.1. Severability. In the event any provision of this Agreement is deemed unenforceable, it shall be stricken from this Agreement, but the remainder of the Agreement shall be unimpaired.
20.2. Waiver. No waiver of any term of this Agreement shall bind the party making such waiver unless in writing and signed by the party making such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose given. No waiver by a party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.
20.3. Assignment. Developer may not assign any of its rights or obligations under this Agreement without the prior written consent of Stash. Stash may freely assign this Agreement without Developer consent or notice to Developer. Any assignment by Developer in violation of this Section 20.3 shall be null and void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.
20.4. Independent Contractors. The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners, or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party.
20.5. Third Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement.
20.6. Further Actions. Each party agrees to execute, acknowledge and deliver such further documents and instruments and to perform all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
20.7. Notices. All requests and notices required or permitted to be given to the parties hereto shall be given in writing and shall be delivered to the other party, effective (i) upon receipt if delivered personally (or if mailed by registered or certified mail), (ii) by email (return receipt requested), or (iii) the day after dispatch if sent by overnight courier, at the appropriate address as set forth in the Order Form or to such other addresses as may be designated in writing by the parties from time to time during the term of this Agreement; provided, however, Stash may provide Developer with notice through Developer’s account on any of the Stash Platforms.
20.8. Force Majeure. Except for payment obligations under Section 11, in the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
20.9. Publicity. Stash may reproduce and display Developer’s trademarks and logos on its websites and other marketing materials for the purpose of identifying Developer as a customer of Stash.
20.10. Entire Agreement; Amendment. Together with any Order Form entered into by the parties, this Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. In entering into this Agreement, neither party is relying on any statements, representations or warranties not contained herein. No consent, modification or change of any term of this Agreement shall bind either party unless signed in writing by both parties.
20.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same agreement.
20.12. Headings. The captions to the several sections hereof are not a part of this Agreement but are included merely for convenience of reference only and shall not affect its meaning or interpretation.