These “General Terms” apply to STORD all “Service Agreements” (in which Customer has elected to receive specified Services from STORD) and the applicable “Service Terms,” which provide certain terms that are specific to the applicable Services). These General Terms, the applicable Service Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Services, STORD and Customer agree to these General Terms and the applicable Service Terms. Capitalized terms not defined herein are defined the applicable Services Agreement. STORD may from time to time change these General Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/general-terms.
1. Definitions. “STORD” means STORD, Inc. The “STORD Group” means STORD, Inc as well as its subsidiaries, related companies, agents, representatives, and companies that own and operate the Facilities. “Facility” means any storage or warehouse locations provided to Customer from time to time by the STORD Group. “Customer” means the entity that has executed a Service Agreement with STORD. “Services” mean the services and access described in the applicable Services Agreement and the applicable Service Terms.
2. Fees, Payment Terms, Taxes and Charges.
2.1 Fees and Payment Terms. In consideration of STORD’s obligations, Customer agrees to pay STORD the fees set forth in the applicable Service Agreement or SOW in U.S. dollars. Customer will pay all fees net 15 days from the date of the invoice. Customer will pay a late fee on any undisputed overdue invoices. Late fees are calculated at the rate of 1.0% per month or the maximum rate allowed by applicable law, whichever is lower, from the date such payment was due until the date paid. Any dispute by the Customer of any invoice issued by STORD shall be made in writing, specifically indicating the nature of the dispute and made within ten (10) days from the date of the invoice. All funds received by STORD will be applied to the oldest invoiced amount that has balances due. In the event STORD does not receive written notice of the dispute within ten (10) days from the date of the invoice, the charges will be conclusively presumed to be valid. STORD may, upon 60 days written notice to Customer, increase the fees set forth in the Services Agreement.
2.2 Taxes and Charges. Fees do not include any applicable sales, use or other similar taxes imposed by government authorities, all of which will be invoiced by STORD or paid directly by Customer and are Customer’s sole responsibility. Customer shall be liable for all charges payable on account of the Services provided to Customer. Such charges may include, without limitation, any charges made or required by the STORD Group, and all fees, duties, assessments, and fines. STORD reserves the right to amend or adjust charges and to re-invoice Customer in the following events: (i) if the original quoted amount was based upon incorrect information provided by the Customer in the applicable SOW; (ii) if additional services by the STORD Group were required; or (iii) if the STORD Group passes through any costs to STORD.
3. Confidential Information.
3.1 Definition of Confidential Information. “Confidential Information” means any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other (“Receiving Party”) pursuant to the Agreement that: (a) is designated as “confidential” or in some other manner to indicate its confidential nature, or (b) a person exercising reasonable business judgment would understand to be confidential based on the circumstances of its disclosure or the nature of the information itself. Confidential Information includes, but is not limited to, all financial information of a party and that of the STORD Group, including but not limited to rates, compensation amounts received for services rendered, volume information, as well as the STORD Group contact information, STORD Group shipping, storage or other logistics requirements. Confidential Information does not include information that (i) was possessed by either party, prior to being disclosed; (ii) either party develops independently, without use of or reference to the Confidential Information; (iii) is already public when one party discloses it to the other (other than from a breach of the Agreement); or (iv) is in the possession of the other party as the result of disclosure by a third party not under an obligation to keep that information confidential.
3.2 Use of Confidential Information. Each party shall limit their use of the Confidential Information of the other party to purposes related to their performance under the Agreement. Neither party shall transfer or disclose the Confidential Information of the other party to any third party. Each party shall (i) give access to Confidential Information only to those employees and Subcontractors that need to have access; and (ii) take reasonable and adequate precautions to prevent disclosure or use of Confidential Information other than as authorized in the Agreement.
3.3 Equitable Remedies. The parties acknowledge that a breach of any Confidential Information obligation under the Agreement could cause irreparable harm for which damages would be an inadequate remedy. If any such breach occurs or is threatened, the party who disclosed the Confidential Information will be entitled to seek an injunction, a restraining order, or any other equitable remedy. That party would not need to post a bond or other security or provide proof of actual damages.
3.4 Publicity. Customer hereby agrees that STORD may use Customer’s name and logo on STORD’s website and in other STORD marketing materials.
4.1. Intellectual Property Rights. Except for rights expressly granted under the Agreement, nothing in the Agreement will transfer any of either party’s intellectual property rights to the other party. STORD exclusively owns and retains all title, ownership rights, and intellectual property rights in and to Services. Nothing in this Section 4.1 shall prevent STORD from developing its own proprietary products, concepts and other intellectual property, using and transferring any general knowledge, residual data, skills, experience, ideas, concepts, techniques or know-how from Customer’s usage of the Services, or otherwise, that are acquired, generated, or used by STORD in connection with the provision of Services under the Agreement.
4.2. Insurance. STORD shall at all times have in place and maintain throughout the time of its provisions of the Services, the following insurance coverage: (i) employer’s liability insurance with limits not less than $1,000,000 per occurrence; and (ii) motor truck cargo insurance with limits of not less than $150,000, (iii) comprehensive general liability insurance with contractual coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.
4.3. Limitation of Liability. Excluding breaches of confidentiality obligations, STORD’s liability to Customer for any and all claims, losses or damages from the Agreement will in no event exceed the lesser of (i) amounts paid by Customer to STORD for the applicable Service under the Agreement in the twelve (12) months prior to the date the claim arises or (ii) the maximum liability set forth in the applicable Service Terms. These terms are in addition to and do not supersede the terms regarding liability in the Service Terms.
4.4. Disclaimer of Consequential Damages. Excluding indemnification obligations and confidentiality obligations, in no event shall either party be responsible or liable to the other party for any consequential, indirect, incidental, or special damages of any type or nature whatsoever and however arising, including, without limitation, exemplary, or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to the agreement, whether or not the possibility of such damages has been disclosed in advance or could have been reasonably foreseen by either party, regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
4.5. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, STORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PROVISION OF SERVICES HEREUNDER.
4.6. Indemnification. Subject to the Agreement, Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless STORD and its and their respective representatives, officers, directors, employees, agents, affiliates, successors and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim of a third party alleging: (a) any negligent or more culpable act or omission of Indemnifying Party or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under the Agreement; (b) any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent acts or omissions of Indemnifying Party or Indemnifying Party's personnel; (c) any failure by Indemnifying Party or its personnel to comply with applicable laws; or (d) breach or non-fulfillment of any representation, warranty or covenant under the Agreement by Indemnifying Party or Indemnifying Party’s personnel.
4.7. Modification. No amendment to any Service Agreement will be effective unless made in writing and signed by both parties. STORD may change the General Terms from time to time in its sole discretion. Any changes to the General Terms are effective immediately upon publication on the website.
4.8. Nonassignability. Neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign or transfer all of its rights and obligations under this Agreement to an affiliated company by majority ownership or control or in connection with a sale or transfer of all or substantially all of its assets or equity relating to the applicable Services Agreement without the prior consent of the other party.
4.9. Subcontracting. STORD may from time to time in its discretion engage third parties to perform Services, as described in the applicable STORD Service Agreement.
4.10. Third-Party Beneficiaries. The Agreement is made for the sole benefit of the parties hereto and their successors and permitted assigns. Except as expressly provided herein, no other person or entity is intended to or shall have the rights or benefits hereunder, whether as third-party beneficiaries or otherwise.
4.11. Non-Circumvention. Customer agrees to refrain from any direct or indirect contact or solicitation of or solicitation by any member of the STORD Group without the involvement or consent of STORD. During the Term of the applicable STORD Service Agreement and for a period of two (2) years after the termination of the applicable STORD Service Agreement, Customer shall not directly or indirectly solicit the provision of services from any of the STORD Group or Facility where (a) the availability of actual or potential services from such member of the STORD Group or Facility first became known to the Customer as a result of STORD; or (b) where the Customer was actually provided services by any member of the STORD Group or Facility as a result of STORD Services. Any actual or reasonably suspected violation of this Section 4.11 shall be grounds for immediate termination of the applicable STORD Service Agreement or the Agreement in its entirety by STORD, by written notice to Customer. Customer agrees that money damages may not be a sufficient remedy for any breach of this Section 4.11, and that, in addition to all other remedies, STORD shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Customer expressly acknowledges that this Section 4.11 is necessary to protect the legitimate business interests of STORD and is reasonable under the circumstances.
4.12. Independent Contractors. The Parties intend to be independent contractors. Nothing in the Agreement shall create either a partnership or joint venture between the parties, nor shall it designate any party to be the agent, employee, or representative of the other.
4.13. Governing Law. The laws of the State of Delaware governs all interpretations and adversarial proceedings arising out of the Agreement. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to the Agreement in any manner whatsoever. The parties will be subject to the exclusive jurisdiction of the state and federal courts located in City of Atlanta, Fulton County, Georgia, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.
4.14. Entire Agreement. The Agreement, together with the Exhibits, any other documents included as exhibits, schedules, attachments and appendices, constitute the sole and entire agreement of the parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
4.15. Severability. The parties acknowledge that if a dispute arises out of the Agreement, any provision that a court holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or, if that modification is not permitted by law, by disregarding it.
4.16. Force Majeure. A party shall not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay, is beyond the reasonable control of a party, materially affects the performance of any of its obligations under the Agreement, or could not reasonably have been foreseen or provided against. The party shall use reasonable efforts to limit damages to the other party and to resume its performance.
4.17. Termination Rights. In the event of any material breach of the Agreement, including Customer’s failure to pay STORD, the non-breaching party may terminate it prior to the end of the Term by giving 10 business days prior written notice to the breaching party (“Cure Period”). The Agreement does not terminate if the breaching party cures the breach prior to the expiration of the Cure Period. Unless set forth in the applicable Service Agreement, This Agreement may also be terminated by either party for any reason or no reason by providing at least thirty (30) days’ prior written notice.
4.18. Effect of Termination. Upon termination of the Agreement for any reason, Customer shall pay to STORD all amounts due for the remaining amount of the Term or otherwise due and owing as of the date of termination, including any minimum charges or fees set forth in the Service Agreement or SOW.
4.19. Waiver. No waiver of any part of the Agreement will be effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any discretion or remedy under the Agreement operates as a waiver of that discretion or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.
4.20. Notices. Notices must be in writing and delivered by hand, by a national transportation company (with all fees prepaid), or by email with return receipt. A valid notice will be effective when received by addressee. The parties will deliver all notices to the addresses listed on the Agreement signature page.
4.21. Counterparts. The parties may execute the Service Agreement in any number of counterparts, each of which will be deemed an original, but all of which together constitute a single agreement.
4.22. Compliance with Laws. In connection with the Services provided under the Agreement, the parties agree to comply with all applicable laws, rules and regulations, including those relating to anti-corruption and anti-bribery and customs, import and export.
4.23. Precedence. In the event of a direct conflict between these General Terms, the applicable Service Terms, and the Service Agreement, the Service Agreement, followed by the General Terms and then the applicable Service Terms shall apply and shall take precedence in the interpretation of the rights and obligations of the Parties.
4.24. Survival of Provisions. The provisions of these General Terms, the applicable Service Terms, and the Services Agreement that would logically survive termination or expiration, will survive the Agreement.