Consolidated Terms and Conditions
Effective Date: February 14, 2026
Table of Contents
Section 1. Definitions
Section 2. Applicable Terms and Overview of Services
Section 3. Customer Obligations and Warranties
Section 4. Fees and Payment
Section 5. Warehouse Services
Section 6. Parcel Services and Freight Services
Section 7. Software Services
Section 8. Claims for Loss or Damage
Section 9. Confidentiality and Publicity
Section 10. Indemnification
Section 11. Insurance
Section 12. Disclaimers
Section 13. Limitation of Liability
Section 14. Termination
Section 15. General Provisions
Section 1. Definitions. Capitalized terms are defined as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership, or control of more than 50% of the voting interests of the subject entity.
“Agreement” means the Service Agreement, SOWs, and the Stord Terms and Conditions.
“Carrier” means a carrier by highway or other mode providing transportation, including carriers transporting Shipments and, if applicable, draymen and/or railroad intermodal carriers. Stord is not a Carrier.
“Competitor” means any third party that provides, offers, or makes commercially available any products, services, or solutions that are competitive with, the same as, or similar to the Services, including but not limited to logistics, fulfillment, warehousing, transportation, freight brokerage, supply chain management, or software solutions for inventory, order, or distribution management.
“Confidential Information” has the meaning set forth in Section 9.1.
"Customer" means the entity that has executed an Agreement with Stord and Affiliates of that entity (for so long as they remain Affiliates) that have entered into SOWs under the Agreement.
"Customer Content" means all data, information, feedback, suggestions, text, content, and other materials, including Personal Information, that Users upload, post, deliver, provide, transmit, or otherwise make available to Stord in connection with Customer’s use of the Services, including the weight, dimensions, origin, destination, hazardous materials status and any special handling requirements regarding Goods (including material Customer uploads to Software Services).
"Customer Information" means the name, mailing address, telephone number, e-mail address, and any other personally identifying information of Customer provided by or obtained in connection with the performance of Services; provided, however, Customer Information does not include Stord Content or Stord Data. Customer Information is Confidential Information of Customer.
“Data Anonymization” means the process by which Stord removes or modifies any information that could reasonably be used to identify Customer or any natural person, such that the remaining data is aggregated, de-identified, or otherwise rendered non-identifiable.
“End Customer” means any third party to whom Customer directs Stord to ship, deliver, or otherwise transfer Goods or Parcels on Customer’s behalf. End Customers are Customer’s customers or recipients of Goods or Parcels.
"Facility" means any storage or warehouse locations where Services are provided to Customer from time to time by Stord or the Stord Partner Network.
“Fees” means the fees set forth in the applicable Service Agreement or SOW in U.S. dollars (or such other currency as may be specified in the applicable Service Agreement or SOW) for Services provided by Stord to Customer and all charges or costs arising from Services.
“Force Majeure Event” means matters beyond a Party’s reasonable control including, but not limited to, acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce (so long as such workforce is not that of the Party claiming the Force Majeure Event), delay or failure of Carriers, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, cyber-attacks, viruses, corruption, depredation, accidents, explosions, fire, seizure under legal process, embargo, closure of public highways, railways, airways or shipping lanes, governmental interference, order, regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease or any public health crisis, or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected Party.
“Freight Services” means Stord’s arrangement, but not performance, of transportation of Customer’s Goods via third party carriers, including less-than-truckload (LTL), full truckload (FTL), intermodal, drayage, and other non-parcel transportation modes. Freight Services exclude Parcel Services.
"Goods" means the merchandise or property that the Customer tenders to Stord for Services.
“General Rate Increase” or “GRI” means such increase or increases as are applied by individual Carriers in relation to the Parcel Services.
"IP Rights" means patent rights (including patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including viruses, worms, time bombs and Trojan horses.
"Parcel(s)" means the merchandise, small packages, or property that the Customer tenders to Stord for Parcel Services.
“Parcel Services” means arranging for third-party motor carriers to provide transportation services of Parcels consigned to End Customers on behalf of Customer.
"Scope of Work" or "SOW" means a signed document or online order specifying the Services to be provided that is entered into between Customer, or any of their Affiliates, and Stord.
“Shipment” means any Goods, Parcels, or other property tendered by Customer to Stord for Freight Services or Parcel Services, whether transported via small parcel, less-than-truckload (LTL), full truckload (FTL), intermodal, or any other mode of transportation.
"Services" means the products, services, and access that are provided by Stord to Customer under a Service Agreement or SOW, including Warehouse Services, Freight Services, Parcel Services, and Software Services. Services exclude Third-Party Applications.
"Software Services" means Stord's cloud-based platform service and any other online subscription services provided by Stord, including internet-based technology designed to enable ecommerce and allow Users to manage inventory, orders, shipments, and distribution to provide data visibility and analytics regarding those activities in a single platform.
"Stord" means Stord, Inc. and its Affiliates.
“Stord Content” means all data, information, reports, analytics, insights, and other materials related to the Services provided by Stord, including but not limited to aggregated data, data resulting from Data Anonymization, and derivative data generated from or based upon Customer’s use of the Services, Customer Content, or other customers’ use of the Services. Stord Content is Confidential Information of Stord.
"Stord Group" means Stord, Inc., as well as its Affiliates, Carriers, and the Stord Partner Network.
"Stord Partner Network" means third-party fulfillment or warehouse service providers contracted by Stord to provide Warehouse Services.
"Third-Party Application" means system functionality that interoperates with Services, via integration or otherwise, that is provided by Customer or a third-party, including enterprise resource planning systems, shopping cart applications, and warehouse/transportation management systems.
"User" means an individual who is authorized by Customer and Stord to use Software Services, and to whom has been supplied a user identification and password for utilizing Software.
“Warehouse” means Stord and the Stord Partner Network that own, lease, and/or operate the Facilities.
"Warehouse Services" means the provision of logistics services in Facilities, including inbound receiving, storage, picking and packing, outbound fulfillment, and warehouse administrative functions related to Customer's Goods.
Section 2. Applicable Terms and Overview of Services.
2.1 Terms. These Terms and Conditions apply to all Services provided by Stord to Customer under any Service Agreement or SOW. By executing the Service Agreement and/or accepting Services, Customer acknowledges that it has read, understood, and agrees to these Terms and Conditions. Customer and Stord are each referred to individually as a “Party”, and collectively as the “Parties.”
2.2 Modification of Terms. Stord may change these Terms and Conditions from time to time in its sole discretion. Any changes are effective immediately upon publication on the applicable website locations or as mutually agreed by the Parties in writing.
2.3 Overview of Services. Stord's Services include providing technology solutions and logistics services to support one or more of the following: (a) Warehouse Services, including inbound receiving, storage, picking and packing, outbound fulfillment, and warehouse administrative functions related to Customer's Goods, performed at Facilities; (b) Freight Services and Parcel Services involving the arrangement of transportation of Goods and Parcels through third-party Carriers selected by Stord; and (c) Software Services providing access to Stord's cloud-based platform designed to enable Users to manage inventory, orders, shipments, and distribution with data visibility and analytics in a single platform, including integration with third-party applications. Without limiting the foregoing, any other actions that Stord undertakes at or related to Customer's request or direction, including accessorial services and general labor, shall also constitute "Services" for purposes of this Agreement.
Section 3. Customer Obligations and Warranties.
3.1 Right to Store Goods. Customer represents and warrants that Customer is lawfully in possession of the Goods and has the right and authority to store the Goods with the Stord Group. Customer further represents and warrants that Customer will not use the Services to store Goods that are illegal, or that are dangerous, hazardous, harmful, or unsafe unless Customer has provided prior written notice to Stord in accordance with Section 3.6 and Stord has agreed in writing to accept such Goods.
3.2 Accurate Information. (a) Customer represents and warrants to Stord that there are no known potential health, safety, and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged in writing by Stord. (b) Customer is responsible for providing Warehouse with an item master and making sure all item master data is accurate and complete. The item master shall include SKU, description, dimensions, weights, photo image, pack definitions, and unit of measure conversions. (c) Customer will provide Warehouse with information concerning the Goods, which is accurate, complete, and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling, and transporting of the Goods, including, if applicable, safety data sheets.
3.3 Shipping Requirements. (a) Customer shall provide advance notice of at least one business day for all inbound shipments to Warehouse, via an advanced shipment notification (ASN) or other comparable method agreed upon by Warehouse. (b) Customer shall not designate Warehouse as the consignee for any Goods under any bill of lading, or any other transportation contract, receipt, or delivery document. Under no circumstances will Warehouse be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. If, in violation of the terms of the Warehouse receipt or the Agreement, Goods are shipped and Warehouse is the named consignee, Customer agrees to notify the Carrier in writing prior to the arrival of such shipment, with a copy of such notice to the Facility. The notice shall specify that the Facility is in fact a warehouse that has no beneficial title or interest in such Goods. If Customer fails to notify the Carrier as the preceding sentence requires, Warehouse shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.
3.4 International Compliance. (a) Stord is not a customs broker or non-vessel operating common carrier (“NVOCC”). Customer is solely responsible for all customs, import, and export compliance matters related to international shipments of Parcels to End Customers. (b) Customer shall be the “importer of record” and “exporter of record” for all international shipments, and shall comply with all applicable international, federal, state, and local laws, rules, and regulations governing the import and export of Parcels, including but not limited to all customs, export control, economic sanctions, and trade compliance laws. (c) Customer is solely responsible for and shall pay all customs duties, taxes, tariffs, assessments, fees, penalties, fines, and other charges of any kind imposed by any governmental authority in connection with international shipments. (d) Customer represents and warrants that all Shipments and Parcels can be legally imported into and exported from the End Customer’s destination country and that Customer has obtained all necessary licenses, permits, and authorizations required for such import and export. Customer shall provide Stord with all documentation required for international shipments, including but not limited to commercial invoices, certificates of origin, export licenses, and any other customs or regulatory documentation, in accurate and complete form. (e) Stord shall have no liability whatsoever for any Shipments or Parcels that are seized, detained, confiscated, destroyed, or otherwise held by customs or any other governmental authority, regardless of the reason. (f) All international shipments that cannot be delivered to the End Customer and are subsequently abandoned, returned, or destroyed shall be at Customer’s sole risk and expense, and Stord shall have no liability for any such Parcels or any charges related thereto.
3.5 Address Accuracy. Customer is solely responsible for the accuracy and deliverability of all End Customer shipping addresses it provides, and any fees from the Carrier due to Customer providing an incorrect or undeliverable End Customer address. Stord has no obligation to verify any End Customer shipping addresses provided by Customer.
3.6 Hazardous Materials. (a) Customer shall comply with all applicable federal, state, and local laws and regulations relating to the transportation, storage, and handling of hazardous materials as defined in 49 C.F.R. §172.800, §173, and §397 et seq., and all other applicable regulations, to the extent that any Goods, Parcels, or Shipments constitute hazardous materials. (b) Customer shall immediately notify Stord in writing if any Goods, Parcels, or Shipments constitute hazardous materials, and shall provide all required documentation, safety data sheets, and proper classification information. Customer shall update all appropriate hazardous material flags and classifications in the item master and ensure all such information remains current and accurate. (c) Stord reserves the right, in its sole discretion, to refuse acceptance of, to return, or to dispose of any hazardous materials that were not properly disclosed or documented, all at Customer's sole cost and expense. (d) Customer shall pay Stord for all costs, expenses, fines, penalties, damages, and other charges of any kind incurred by Stord or any member of the Stord Group as a result of Customer's failure to comply with hazardous materials laws and regulations or failure to properly disclose, classify, or handle hazardous materials, including but not limited to regulatory fines, cleanup costs, legal fees, and third-party claims.
Section 4. Fees and Payment.
4.1 Fees and Payment Terms. Customer will pay Stord the Fees. Fees will be due as set forth in the Service Agreement or SOW. Customer may not offset payment of Fees or invoices unless agreed to by the Parties in writing (including email).
4.2 Parcel Rates. Due to the nature of Parcel Services, Parcel rates, if provided, are for informational purposes only, and may not include all costs, ancillary service fees, surcharges, and special handling fees from the relevant Carrier, and are subject to change. Stord may impose a General Rate Increase or other Carrier surcharge charged by Carriers, including but not limited to surcharges in relation to fuel, dangerous goods, and peak season. Stord agrees to provide fifteen (15) days prior written notice of any such increases or charges. Notwithstanding the foregoing, in the event any Stord Carriers are impacted by a Force Majeure Event, if the Carriers impose surcharges, Stord will pass through such surcharges and provide the same notice, if any, that Stord receives.
4.3 Late Fees. Stord may require Customer to pay a late fee on any overdue invoices. Late fees are calculated at the rate of 1.5% per month or the maximum rate allowed by applicable law, whichever is lower. If a Party incurs any fees or costs (including without limitation, any reasonable attorneys’ fees) in collecting outstanding balances and enforcing the payment provisions of this Agreement, the other Party shall be liable for all such fees and costs.
4.4 Credit Card Processing. If Customer elects to pay by credit card, Stord may charge Customer a credit card processing fee not to exceed the lesser of: (a) 4% of the transaction total; or (b) Stord's actual cost of processing such credit card payment.
4.5 Taxes and Charges. Fees do not include any applicable sales, use, duties, or other similar taxes imposed by government authorities (whether U.S. or foreign), 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.
4.6 Fee Adjustments. Stord reserves the right to reasonably amend or adjust charges and to re-invoice Customer in the following events: (a) if the original quoted rates were based upon materially incorrect information provided by the Customer in the applicable SOW; or (b) if out of scope Services were required that were not contemplated by the applicable SOW. If agreed upon in writing by Customer regarding such travel and budget, Customer shall reimburse Stord for all pre-approved out-of-pocket travel expenses. In the event of a change in Stord’s costs to Services caused by circumstances outside of the reasonable control of Stord, such as the costs of fuel, changes in minimum wages, a shortage or change in the costs of packing materials, or increases in Parcel rates or Carrier surcharges, that alone or in the aggregate cause a material increase to Stord’s costs, Stord may provide Customer with a request to increase Fees with 30 days’ notice. If Customer does not object or does not respond to the request within 30 days, such Fees will be deemed accepted by Customer and go into effect. If Customer objects, the Parties shall negotiate in good faith to amend the relevant Fees as necessary to address the material increase in costs. If the Parties are not able to agree on such amendment within 60 days from the original notification, Stord shall be, at Stord’s option, excused from its obligation to provide the affected Services upon 30 days’ written notice to Customer.
4.7 Invoice Disputes. Any dispute of an invoice by Customer shall be made in good faith and in writing, specifically indicating the nature of the dispute with detailed supporting evidence, and made prior to the payment becoming due. Any invoice dispute not raised by Customer within such period is waived. For a dispute to be submitted properly, Customer must provide Stord with a detailed written explanation of the basis for the dispute, along with reasonable supporting documentation and Customer must pay all such Fees that are not reasonably in a good faith dispute. Stord will determine, in its reasonable discretion, if a dispute is reasonable and made in a good faith.
4.8 Non-Payment. If any Fees owed by Customer are overdue, Stord may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full. Stord will provide at least five (5) business days’ written notice to Customer prior to suspending Services. During any suspension of Services, Customer remains liable for all storage charges, monthly minimums, and other recurring fees. As a condition of resuming Services following any suspension, Stord may require payment of all outstanding amounts plus advance payment. Stord will not suspend Services if Customer is reasonably disputing the amount of assessed Fees in good faith (if such dispute is properly submitted as set forth in Section 4.7). If any Fees not reasonably disputed in good faith are not paid within 30 days from when due, Stord may terminate the Agreement for material breach as set forth in Section 14.
Section 5. Warehouse Services.
5.1 Inbound Tender for Storage. (a) All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. Customer shall provide a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other Services desired. Each item of Goods tendered by Customer to Warehouse for Services must have a unique, scannable barcode at the case level and be properly packaged and labeled. If a case does not have a unique, scannable barcode and/or is not properly packaged or labeled, then Warehouse reserves the right to re-tag, re-package, or re-label the affected items and charge the Customer’s Accessorial - General Labor Rate set forth in the applicable SOW. (b) Warehouse shall not be responsible for the condition the Goods arrive in prior to being tendered to Stord, including, but not limited to hidden, concealed, or latent defects in the Goods.
5.2 Acceptance of Goods. (a) In the event that Goods tendered for storage or other Services do not conform to the description contained in the applicable SOW, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Customer agrees to Fees as may be reasonably assigned and invoiced by Warehouse. (b) Any merchandise or property that the Customer tenders to Stord for Warehouse Services that is accepted by Warehouse shall constitute Goods under the Agreement. (c) Except to the extent Warehouse agrees to a minimum amount of Warehouse space in an SOW, Warehouse does not make any guarantees related to Facility space or storage capacity.
5.3 Storage Period and Charges. (a) The storage month begins on the date that Warehouse accepts custody and control of the Goods, regardless of unloading date or date of issue on the warehouse receipt. (b) Fees for a full month of storage will apply the month the Goods are received, and for each month thereafter, as set forth in the SOW. (c) Goods stored for longer than sixty (60) days, or such other period as set forth in the applicable SOW, may be subject to increased long-term storage Fees as determined by Warehouse in its sole discretion or as set forth in the applicable SOW.
5.4 Handling. (a) The handling charges set forth in the SOW cover the ordinary labor involved in receiving Goods at the Facility’s warehouse door, placing Goods in storage, and returning Goods to the Facility’s warehouse door. Additional expenses outside the scope of the SOW incurred by Warehouse in receiving and handling damaged Goods, and additional expenses in unloading from or loading into vehicles not at the Facility’s warehouse door, will be charged to Customer at the Accessorial - General Labor Rate. (c) Except for Stord-Caused Detention, Warehouse shall not be liable to Customer for any demurrage or detention, any delays in unloading inbound cars, trailers, or other containers, or any delays in obtaining and loading cars, trailers, or other containers for outbound or inbound shipment. “Stord-Caused Detention” is defined as detention charges actually incurred by Customer from a Carrier when: (i) the Carrier had an appointment with the Warehouse; (ii) the order is confirmed ready to ship; (iii) the driver checks into the Facility in the appointment window; and (iv) the trailer is in a condition that is ready to be loaded or unloaded. (d) Warehouse shall not be liable for chargebacks of any kind.
5.5 Transfer and Removal of Goods. (a) Instructions to transfer Goods from Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to Customer. If a transfer of Goods involves rehandling the Goods, such transfer will be subject to a charge, which will be agreed upon in writing. (b) Warehouse reserves the right to move, at its expense, after written notice (including email) is sent to the Customer, any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities. (c) Warehouse may without notice move the Goods within and between any one or more of the warehouse buildings which comprise the Facility that Warehouse identifies. (d) Subject to local law, after termination of the Agreement, if Customer does not retrieve its Goods within ten (10) days, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal. (e) Upon expiration or termination of this Agreement, Warehouse shall be compensated in full for any Services performed through the effective date of expiration or termination.
5.6 Extra Services. (a) Warehouse labor required for Services other than those set forth in the applicable SOW (i.e., out of scope services) will be charged to the Customer at the Accessorial - General Labor Rate. The “Accessorial - General Labor Rate” is an hourly rate set forth in the SOW and will be applied to Services requested by Customer that are not set forth in the SOW, including, but not limited to, compiling of special stock statements, reporting marked weights, cycle counts, serial numbers counts, or compilation of other data, or physical checks of Goods. (b) Warehouse may provide dunnage, bracing, packing materials or other special supplies, at a charge in addition to Warehouse’s cost, as specified in the applicable SOW. (c) Warehouse may take physical inventories and cycle counts of Goods as requested by Customer, at Customer’s expense based on the Accessorial - General Labor Rate.
5.7 Standard of Care. (a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored, or handled, however caused, unless such loss or damage occurs while in the custody and control of Warehouse and resulted from the failure by Warehouse to exercise such care in regard to the Goods as a reasonably careful person would exercise under like circumstances (“Standard of Care”); Warehouse is not liable for damages which could not have been avoided by the exercise of such Standard of Care. (b) Where loss or damage occurs to Goods in Warehouse’s custody or control, for which Warehouse is not liable, Customer shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the Goods (if any).
5.8 Shrinkage Allowance. The limitation of liability referred to in Section 13.2 below shall be Customer’s exclusive remedy against Warehouse for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of the Goods and shall apply to all claims, including inventory shortage and disappearance claims. Warehouse will be liable for loss of Goods due to inventory damage, shortage, or disappearance of Goods only if (a) Customer establishes such loss occurred because of Warehouse’s failure to exercise the Standard of Care under Section 5.7; and (b) such loss is greater than 0.5% of the total value of inventory of Goods tendered to the Warehouse during the applicable measurement period ("Shrinkage Allowance"). The Shrinkage Allowance shall be calculated on a rolling twelve (12) month basis, or for the actual period of performance if less than twelve (12) months. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by clear and convincing evidence that the Warehouse converted the Goods to the Warehouse’s own use. For the purposes of this section, the “Shrinkage Allowance” shall be calculated as follows: (Sum of the Absolute Variance in Units) ÷ (Units On Hand + Units Received During Time Period).
5.9 Warehouse Lien. Warehouse shall have a general and specific warehouse lien on all Goods of Customer in Warehouse’s possession or control for all lawful charges for Services and in relation to the Goods under this Agreement, regardless of whether a specific receipt is issued. Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and Warehouse. Warehouse may enforce this lien if Customer is in breach of the Agreement, including by prohibiting the removal of some or all of such Goods until all Fees owed to Warehouse are paid in full, and in the event any amounts are past due by more than sixty (60) days, by disposing of some or all of the Goods through a public sale, private sale, donation to a non-profit charity, or by having them delivered to a commercial landfill. If Warehouse disposes of Goods through a public or private sale, any surplus from the sale, after deduction for all sums owed to Warehouse (including unpaid Fees, costs of sale, and other amounts owed), shall be transmitted to Customer; if the proceeds do not fully satisfy all amounts owed to Warehouse, Customer shall remain liable for the deficiency. If Warehouse donates Goods or disposes of them in a commercial landfill, Customer shall be liable for all costs associated with such donation or disposal, and Warehouse shall have no liability to Customer for the manner in which the Goods are donated or disposed. Unless expressly stated otherwise in writing, Warehouse will not subordinate its lien to any lender, financial institution, or any other third party.
5.10 Non-Circumvention. Customer agrees to refrain from any direct or indirect contact or solicitation of any member of the Stord Partner Network without the involvement or consent of Stord. During the Term of the Agreement and for a period of one (1) year after, Customer and its Affiliates shall not directly or indirectly solicit the provision of Services from any Stord Partner Network or Warehouse where: (a) the availability of actual or potential Services from the Stord Partner Network Facility first became known to the Customer as a result of Stord; or (b) where the Customer was actually provided Services by the Stord Partner Network Facility as a result of Stord. Any actual or reasonably suspected violation of this Section 5.10 shall be grounds for termination of the applicable Agreement by Stord with thirty (30) days’ prior written notice to Customer, provided Customer fails to cure such violation within such notice period. Customer agrees that money damages may not be a sufficient remedy for any breach of this Section 5.10, 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 shall reimburse Stord for all reasonable attorneys’ fees and costs incurred by Stord in enforcing this Section 5.10. Customer expressly acknowledges that this Section 5.10 is necessary to protect the legitimate business interests of Stord and is reasonable under the circumstances.
5.11 Access to Goods. Customer must provide at least two (2) business days’ notice to Stord via service@stord.com when requesting to visit a Facility. Customer shall not visit a Facility unless Stord has approved such visit, and such visit does not disrupt the Warehouse’s operations.
5.12 Temperature and Humidity Levels. Unless otherwise agreed to in writing by Warehouse, Warehouse does not represent, warrant or guarantee that any Warehouse Facility will maintain a specific temperature range or humidity level, nor shall Warehouse be liable for any fluctuations.
5.13 Liability for Mis-Shipment. Warehouse shall have no liability for any mis-shipment of Goods except as expressly agreed upon in an applicable Service Level Agreement between Customer and Stord, if any.
Section 6. Parcel Services and Freight Services.
6.1 Status. Stord may transport and deliver Shipments by any route using any means of transport and may sub-contract or delegate Parcel Services or Freight Services to its Affiliates or any third party. For Parcel Services, Stord will perform as a surface freight forwarder, as that term is defined in 49 U.S.C. § 13102(8), pursuant to Stord’s operating authority issued by the FMCSA and identified as docket number FF-69408. For Freight Services, Stord may perform as a broker, as that term is defined in 49 U.S.C. § 13102(2), based upon the characteristics of any Shipment, pursuant to Stord’s broker permit issued by the FMCSA and identified as docket number MC# 1758375-B (USDOT # 4459313). Stord will engage Carriers to perform Parcel Services and Freight Services. Customer authorizes Stord to arrange transportation pursuant to Carrier terms generally consistent with industry standards for the type of transportation being offered by the applicable Carrier, as determined by Stord in its sole discretion.
6.2 Carrier Selection. Stord will tender Parcels and Shipments to either postal, small parcel, or other Carriers as set forth herein. Stord shall ship all Parcels and Shipments via the Carriers of Stord’s selection. Stord will use commercially reasonable efforts to select the Carrier for each Parcel in a manner designed to optimize the cost in relation to the service level of such Parcel, taking into account Parcel attributes including, but not limited to dimensions and weight, Parcel geography (e.g. origin / End Customer destination pair), transit times, requested End Customer delivery dates, and Carrier service levels. Stord makes no guarantees regarding End Customer satisfaction with delivery times or Carrier performance.
6.3 Status of Carriers. Customer understands and agrees that: (a) the Carriers who transport the Shipments are independent contractors who have exclusive control over their drivers and employees; (b) Stord shall have no liability for bodily injury, property damage, loss or destruction of Parcels, Shipments, delay, non-delivery, fines, or fees related to Parcel Services and Freight Services, except to the extent arising from Stord’s sole negligence or willful misconduct; (c) Stord’s liability for lost, damaged, or destroyed Goods shall terminate as soon as the Goods are tendered to the Carrier as instructed by Customer, at which point such Goods become Parcels and/or Shipments. Except as set forth herein, Stord shall incur no liability for lost, damaged, or destroyed Parcels or Shipments.
6.4 Carrier Performance. Stord makes no representations or warranties that any Shipment will be delivered on-time or in accordance with a Carrier’s shipping terms. Stord cannot guarantee Carriers will make available the necessary capacity to meet Customer’s Parcel Services’ or Freight Services’ needs, especially during peak season. Stord shall not be liable for any consequences of delay including, but not limited to, penalties, fines, or other fees for a Carrier’s failure to deliver any Parcel or Shipment on-time or in accordance with its shipping terms. Stord will accept Parcels or Shipments returned to it by Carriers due to a rejection by an End Customer or the Carrier’s inability to deliver the Shipment (“Returns”). Customer will retain title to and bear all risk of loss for Returns and pay Stord for all Carrier charges and Stord labor related to Returns.
6.5 Bills of Lading. All Shipments tendered to Stord by Customer and all Parcel Services and Freight Services shall be subject solely to this Agreement, and any bills of lading or other forms of shipping documents, receipts, contracts, or agreements shall not apply to the extent they are inconsistent with the terms of this Agreement.
Section 7. Software Services.
7.1 Software License. Stord provides Customer with a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to access and use Software Services solely for Customer's internal business use by Users during the Term.
7.2 Restricted Use. Software Services are Confidential Information of Stord. Customer may access Software Services solely for Customer's or its Affiliates' internal business purposes. Each User account is valid for one User only and may not be shared. Customer shall not: (a) copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software Services; (b) sell, resell, license, sublicense, distribute, rent, or lease Software Services; (c) remove any proprietary or copyright notices; (d) use any device, software, or routine intended to damage or interfere with the proper operation of Software Services; (e) permit access in a way that circumvents contractual usage limits; (f) send or store unlawful or tortious material; (g) use Software Services to store or transmit Malicious Code; (h) attempt to gain unauthorized access; (i) access or use Software Services as a Competitor; or (j) allow use for competitive analysis or development of competing products. Customer is solely responsible for: (i) its Users’ compliance with this Agreement; (ii) monitoring and controlling all User access to and use of the Software Services; (iii) ensuring that each User complies with all terms and conditions of this Agreement; and (iv) promptly revoking access for any User who no longer requires access or who has violated this Agreement.
7.3 Customer Content. Customer is solely responsible for Customer Content and represents and warrants that: (a) Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide Customer Content to Stord and to grant the rights granted herein; (b) Customer Content is accurate, complete, and not misleading; (c) Customer Content does not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights; and (d) Customer Content does not and will not violate any applicable law, rule, or regulation.
7.4 License to Customer Content. Customer grants Stord a non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process Customer Content: (a) to the extent necessary to provide the Services pursuant to the Agreement; (b) in connection with internal operations and functions, including operational analytics and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with Customer about the Services or Stord’s other products and services; (d) following Data Anonymization, for marketing and other lawful purposes; and (e) to train, develop, improve, and enhance artificial intelligence, machine learning, and other algorithmic models and systems, whether for use in the Services or otherwise; provided, however, that Stord shall not use Customer Information for such training purposes except following Data Anonymization.
7.5 Integration Services and Third-Party Applications. If agreed to in the applicable Service Agreement or SOW, Stord may configure the Software Services by integrating mutually agreed upon Customer systems and Third-Party Applications. Stord’s ability to integrate these systems is subject to the Software Services’ compatibility with the Third-Party Application that Customer uses. Customer may only utilize the number of Third-Party Application integrations or the specific Third-Party Application integrations identified in the Service Agreement or SOW as part of the initial integration services that are included with the mutually agreed upon fees. Additional integration services are available as agreed in writing and subject to additional fees. By requesting Stord to integrate a Third-Party Application, Customer grants permission to Stord to access such Third-Party Application on its behalf solely for the performance of Services under this Agreement. The providers of Third-Party Applications may require Customer to accept additional terms and pay an additional fee to use such Third-Party Applications. If Customer elects to install or enable Third-Party Applications for use with the Stord Services, Customer permits Stord to grant such Third-Party Applications access to Customer Content, as required for the interoperation and support of such Third-Party Applications with the Stord Services. Stord is not responsible and provides no warranty with respect to Third-Party Applications and their use of Customer Content or for the security practices (or any acts or omissions) of such third-party service providers or Third-Party Applications. The Software Services may contain links to the Third-Party Application websites or resources. Stord provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources or links displayed on such sites. Customer acknowledges sole responsibility for, and assumes all risk arising from, Customer’s use of any Third-Party Application websites or resources. Stord will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond Stord’s control.
7.6 Data Security. Stord will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Software Services and Customer Content. Stord, however, will have no responsibility for errors in transmission, Third-Party Applications, unauthorized third-party access, or other causes beyond Stord’s control.
7.7 Data Deletion. Except as otherwise agreed upon by the Parties, or required by applicable law or governmental authorities, Stord will abide by the following with respect to deletion of Customer Information: (a) Within ninety (90) days of the Agreement’s expiration or termination, Stord will securely destroy all copies of Customer Information; (b) Upon Customer’s request, Stord will promptly return to Customer a copy of all Customer Information within thirty (30) calendar days and, if Customer also requests deletion of the Customer Information, will carry that out as set forth above. Stord shall have no obligation to return Customer Information to Customer after thirty (30) days following the expiration or termination of the Agreement. All deletion of Customer Information will be conducted in accordance with standard industry practices for deletion of sensitive data.
7.8 Modification of Software Services. Stord may modify the Software Services (including AI Features), including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements, so long as such modifications do not materially degrade the underlying paid features of the Software Services.
7.9 Artificial Intelligence Features. The Software Services may include or incorporate generative artificial intelligence, machine learning, automated decision-making, or other AI-powered features (collectively, “AI Features”). Customer acknowledges and agrees that AI Features are experimental, evolving technologies that may produce unpredictable, inaccurate, incomplete, unreliable, inappropriate, or otherwise unsuitable content or results. AI Features may not produce intended results, may not follow prompts or instructions accurately, and may include hallucinations, fabrications, non-factual information, or content that violates third-party intellectual property rights, privacy rights, or applicable laws and regulations. AI-generated content may contain errors, omissions, or inaccuracies that could result in property damage, personal injury, business losses, or other harmful consequences if relied upon without proper verification and human oversight. Customer is solely and exclusively responsible for: (a) verifying the accuracy, completeness, reliability, and suitability of all AI-generated content before any use or reliance thereon; (b) conducting thorough human review and validation of all AI output, particularly for any critical applications, business decisions, or regulatory compliance purposes; (c) ensuring compliance with all applicable laws, regulations, industry standards, and ethical guidelines in Customer’s use of AI Features and AI-generated content; (d) obtaining all necessary rights, licenses, permissions, and approvals for Customer’s use of AI-generated content; (e) ensuring AI Features are used only for lawful purposes; and (f) implementing appropriate safeguards, oversight procedures, and human review processes for AI output used in any decision-making processes. Customer expressly acknowledges that AI Features are not intended to replace human judgment, expertise, or professional advice, and Customer must implement appropriate human review, validation, and oversight processes for all AI-generated content, particularly when used in connection with critical business operations, safety-related decisions, regulatory compliance, or any application where errors could result in harm to persons or property.
7.10 Agentic AI Features. If Customer opts into such features, the Software Services may include optional agentic artificial intelligence capabilities that enable automated decision-making and autonomous actions without real-time human intervention, including but not limited to automated shipment routing, forecast creation, trend analysis, API access, inventory management, carrier communications, order processing, non-Stord order support, automated workflows and rules-based automations, purchase order automation and management, transfer order automation and management, and other logistics operations (“Agentic AI Features”). Agentic AI Features are available only to Customers who expressly opt-in via an applicable SOW or separate written agreement. By opting in to Agentic AI Features, Customer: (a) authorizes Stord to deploy AI agents that may autonomously execute decisions and take actions on Customer’s behalf; (b) accepts and ratifies all actions taken by such AI agents as Customer’s own actions, with the same force and effect as if taken directly by Customer; (c) assumes sole responsibility for defining, configuring, and limiting the scope, parameters, and authority of any AI agents, including establishing appropriate guardrails and restrictions; (d) agrees to implement and maintain appropriate human oversight, review, fact checking, and intervention processes for all Agentic AI Features, particularly for high-value, time-sensitive, or irreversible actions; (e) acknowledges that Agentic AI Features are experimental, evolving technologies that may produce unexpected, inaccurate, or unintended results, and that AI agents may take actions that differ from Customer’s expectations or intentions; and (f) assumes all risk and sole responsibility for any and all consequences arising from the use of Agentic AI Features, including but not limited to decisions made, actions taken, communications sent, transactions executed, and any interactions with Carriers, End Customers, or other third parties. Stord shall have no liability whatsoever for any claims, losses, damages, costs, or expenses arising from or related to the use of Agentic AI Features, including but not limited to any autonomous decisions, actions, errors, omissions, delays, or failures of AI agents, regardless of whether such outcomes were foreseeable or resulted from the AI agent’s design, configuration, training, or operation. Stord reserves the right to modify, suspend, limit, or terminate Agentic AI Features at any time, with or without notice, in its sole discretion, and shall have no liability to Customer for any such modification, suspension, limitation, or termination.
7.11 Stord Unbox. The Software Services may include optional personalized insert capabilities (“Stord Unbox”) that enable Customer to deliver customized communications and marketing materials to End Customers. Stord Unbox is available only to Customers who opt-in via an applicable SOW. Stord Unbox may integrate with Third-Party Applications to enable on-demand printing and synchronization with Warehouse Services. Customer is solely responsible for all content provided to Stord for printing or insertion (“Insert Content”), including its accuracy, legality, and compliance with applicable laws (including data privacy and marketing communications laws). Customer must obtain all necessary rights and permissions for Stord to print and distribute Insert Content. Stord disclaims all liability for Insert Content, Third-Party Application failures, and variations in print quality or color accuracy. Stord will use commercially reasonable efforts to ensure print quality and the inclusion of inserts in applicable packages; however, Stord does not guarantee exact color matching or print quality. If technical or production issues arise, Stord reserves the right to fulfill orders without inserts to avoid shipping delays, and such omissions shall not constitute a breach of this Agreement. Customer grants Stord a non-exclusive, royalty-free license to reproduce and distribute Insert Content solely to perform Stord Unbox services.
Section 8. Claims for Loss or Damage.
8.1 Warehouse Services Claims. (a) Warehouse Services claims by Customer for loss or damage to Goods must be presented in writing to Stord within a reasonable time, and in no event later than the earlier of: (i) sixty (60) days after removal of the Goods from the Facility; or (ii) sixty (60) days after Customer is notified by Stord that loss or damage to part or all of the Goods has occurred. Each claim must contain sufficient information to identify the Goods affected, the basis for liability, and the amount of the alleged loss or damage, together with all supporting documentation and evidence. Stord shall have no obligation to consider any claim that does not comply with the requirements of this Section 8.1(a). (b) No lawsuit or other action may be maintained by Customer or others against Stord for loss or damage to the Goods unless: (i) a timely written claim has been submitted in accordance with Section 8.1(a); and (ii) such lawsuit or other action is commenced no later than the earlier of: (A) nine (9) months after the date of removal of the Goods from the Facility; or (B) nine (9) months after Customer is notified that loss or damage to part or all of the Goods has occurred. (c) This Section 8.1 states Customer’s sole and exclusive remedy for any claim related to loss or damage to Goods.
8.2 Freight and Parcel Services Claims. (a) Claims by Customer for loss, damage, or delay to Shipments must be presented in writing to Stord within a reasonable time, and in no event later than sixty (60) days after the date of delivery to the End Customer (or, in the case of loss, the scheduled date of delivery to the End Customer) for the Shipment that the claim concerns. Customer must complete the claim with all required information within nine (9) months of either: (i) the date of delivery to the End Customer for the Shipment that the claim concerns; or (ii) in the case of loss, the scheduled date of delivery to the End Customer for the Shipment that the claim concerns. Each claim must contain sufficient information to identify the Shipment affected, the basis for liability, and the amount of the alleged loss or damage, together with all supporting documentation and evidence. Stord shall have no obligation to consider any claim that does not comply with the requirements of this Section 8.2(a). (b) No lawsuit or other action may be maintained by Customer or others against Stord for loss, damage, or delay to Shipments unless: (i) a timely written claim has been submitted in accordance with Section 8.2(a); and (ii) such lawsuit or other action is commenced no later than two (2) years from the date that Stord denies Customer’s claim. (c) Customer’s failure to comply with the requirements of this Section 8.2 shall be an absolute bar to any recovery on such claim. (d) Stord is not a Carrier and shall not be held liable for loss, damage, or delay to Shipments arising from Freight Services or Parcel Services, unless caused solely by Stord’s negligent acts or omissions. (e) Pursuant to 49 U.S.C. § 14101, Customer expressly waives any rights and remedies Customer may have under 49 U.S.C. § 14706(a) and (f) with respect to any Shipment. This Section 8.2 states Customer’s sole and exclusive remedy for any claim related to loss, damage, or delay of Shipments.
Section 9 Confidentiality and Publicity.
9.1 Definition of Confidential Information. “Confidential Information” means any non-public information that derives independent economic value from not being generally known, disclosed directly or indirectly by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to the Agreement, or that: (a) is designated as “confidential” or in some other manner indicates 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 (including Parcel Services 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, and the Software Services of Stord. Notwithstanding the foregoing, the existence of this Agreement and the general nature of the Services provided (without disclosing specific pricing or terms) shall not be deemed Confidential Information. Confidential Information does not include information that (i) was possessed by the Receiving Party, prior to being disclosed; (ii) Receiving Party develops independently, without use of or reference to the Confidential Information; (iii) is already public when the Disclosing Party discloses it to the Receiving Party (other than from a breach of the Agreement); (iv) is in the possession of the Receiving Party as the result of disclosure by a third party not under an obligation to keep that information confidential; or (v) has been subject to Data Anonymization by Stord in accordance with this Agreement.
9.2 Use of Confidential Information. As between the Parties, each Party retains all ownership rights in and to its 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. Except as set forth herein, neither Party shall transfer or disclose the Confidential Information of the other Party to any third party. Each Party shall (a) give access to Confidential Information only to those employees and subcontractors that need to have access for the performance of Services (provided they are bound by confidentiality obligations at least as restrictive as those set forth herein); and (b) take reasonable and adequate precautions to prevent disclosure or use of Confidential Information other than as authorized in the Agreement.
9.3 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 impacted by such breach will be entitled to seek an injunction, a restraining order, or any other equitable remedy. The impacted Party would not need to post a bond or other security or provide proof of actual damages.
9.4 Publicity. Stord may use Customer’s name and logo on Stord’s website and in other Stord marketing materials, including press releases. Stord will cease such use upon Customer’s written request.
Section 10. Indemnification.
10.1 Customer Indemnification. Customer and its Affiliates (“Indemnifying Party”) shall indemnify, defend, and hold harmless Stord, the Stord Group, each of its Affiliates, and the respective directors, officers, employees, agents, successors, and assigns (collectively, “Indemnified Party”) against any losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, the costs of enforcing any right to indemnification under the Agreement, and the cost of pursuing any insurance providers (collectively, “Claims”), incurred by Indemnified Party, 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 or 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; (d) compliance with or reliance on information or instructions provided by or on behalf of Indemnifying Party; (e) a third party seeking to impose liability on Indemnified Party for loss, damage, delay, or destruction of or to Goods in excess of the liabilities expressly assumed by Stord in this Agreement; (f) any unpaid transportation charges, undercharges, demurrage, detention, or other charges of any nature asserted by any Carrier or third party that arise out of or are connected to the Goods or Services, to the extent such charges were incurred as a result of Customer’s actions, instructions, or failure to comply with its obligations under this Agreement (excluding Stord-Caused Detention as defined in Section 5.4); or (g) any violation of, or failure to comply with, (i) any import, export, customs, sanctions, or trade compliance laws or regulations, including Customer’s obligations under Section 3.4, or (ii) any hazardous materials laws or regulations, including Customer’s obligations under Section 3.6; provided, however, the foregoing indemnification obligation does not apply to the extent such Claims result from Indemnified Party’s negligence or willful misconduct. Indemnified Party reserves the right, at Indemnifying Party’s expense, to assume the exclusive defense and control of any Claim for which it is required to indemnify, and the Indemnifying Party agrees to cooperate with such defense of these Claims. The Indemnifying Party shall not settle any matter without the Indemnified Party’s prior written consent. The Indemnified Party will use reasonable efforts to notify the Indemnifying Party of any such claim, action, or proceeding upon becoming aware of it. This indemnity shall include, without limitation, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury (including death) and actual or tangible property loss or damage.
10.2 Customer Software Indemnification. Indemnifying Party shall defend, indemnify and hold harmless Indemnified Party from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney’s fees, asserted by any third party arising out of or relating to: (a) breach of any Software Services terms, warranties, or obligations under this Agreement; (b) Customer’s and its Users’ access to, use of, or reliance on the Software Services (including AI Features and Agentic AI Features or any actions taken by AI agents on Customer’s behalf), and any output, results, or content generated thereby; (c) any Customer Content or data uploaded, transmitted, or processed through the Software Services; (d) any Malicious Code introduced by or through Customer, its Users, or Third-Party Applications enabled or used by Customer; (e) any unacceptable, unauthorized, or unlawful use of the Software Services (including AI Features) by Customer or its Users; or (f) Customer’s or its Users’ use of the Software Services in combination with any Third-Party Application or Customer system.
Section 11. Insurance.
11.1 Stord Insurance. Stord agrees to maintain throughout the time of its provision of the Services the following insurance coverage: (a) employer’s liability insurance with limits not less than $1,000,000 per occurrence; (b) 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; and (c) warehouse legal liability insurance with limits not less than $1,000,000 per occurrence.
11.2 Customer Insurance. Customer acknowledges and agrees that Stord does not insure Goods, Parcels, or Shipments against loss, damage, theft, or delay, however caused. Customer is solely responsible for obtaining and maintaining all property, cargo, and other insurance necessary to cover its Goods, Parcels, and Shipments at all times while in the custody, control, or care of Stord, the Stord Group, or any Carrier. Stord shall have no liability for any loss that would have been covered by such insurance.
Section 12. Disclaimers.
12.1 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH REGARD TO THE SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SOFTWARE SERVICES MAY ALSO BE SUBJECT TO INTERRUPTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET. CUSTOMER ACKNOWLEDGES THAT STORD IS NOT RESPONSIBLE FOR ANY INTERRUPTIONS OR DELAYS CAUSED BY ITS OR CUSTOMER’S INTERNET SERVICE PROVIDERS. NOTWITHSTANDING ANY PROVISIONS IN THESE TERMS AND CONDITIONS TO THE CONTRARY, STORD IS NOT LIABLE FOR THE CONSEQUENCES OF IDENTITY THEFT OR FRAUDULENT OR CRIMINAL CONDUCT OF THIRD PARTIES, INCLUDING UTILIZING THE SERVICES OF ENTITIES REPRESENTING THEMSELVES TO BE CARRIERS OR REPRESENTATIVES THEREOF.
Section 13. Limitation of Liability.
13.1 General Liability Cap. In no event shall the aggregate liability for any claims, losses, or damages of Stord together with all of its Affiliates arising out of or related to this Agreement exceed the lesser of: (a) the amount paid by Customer to Stord for the applicable Service under the Agreement in the twelve (12) months prior to the first occurrence out of which the liability arose; or (b) one million USD ($1,000,000) (the “General Liability Cap”). The service-specific liability limitations set forth in Sections 13.2, 13.3, and 13.4 further limit Stord’s liability for claims arising from the applicable Services, and are subject to, and shall not exceed, this General Liability Cap. For avoidance of doubt, only one service-specific liability limitation may be applicable to determine maximum liability, and the maximum liability under multiple service-specific limitations may not be aggregated even if multiple Services are applicable to a claim. The foregoing limitations will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Customer’s payment obligations for Fees.
13.2 Warehouse Services Liability Cap. Customer declares that Stord’s liability for any loss, damage, theft, or destruction of Goods is limited to the lesser of: (a) $0.50 per pound per article; or (b) the General Liability Cap set forth in Section 13.1. At Customer’s written request and expense, such per-pound liability may be increased on part or all of the Goods upon mutual written agreement of the Parties, which agreement shall specify the increased valuation and any additional fees associated therewith. Notwithstanding the foregoing, the limitations set forth in this Section 13.2 shall not apply to the extent any loss, damage, theft, or destruction of Goods is caused by Stord’s gross negligence or willful misconduct, in which case Stord’s liability shall be limited to the General Liability Cap set forth in Section 13.1. This Section 13.2 is subject to, and does not exceed, the General Liability Cap.
13.3 Freight and Parcel Services Liability Cap. Customer declares that Stord’s liability for any loss, damage, theft, destruction, delay, or failed delivery of any Shipment is limited to the lesser of: (a) the amount Stord actually recovers from the applicable Carrier for such Shipment; or (b) the following limits: (i) for Parcel Services, $100 per Shipment; or (ii) for Freight Services, $25.00 per pound of lost or damaged Goods, not to exceed $100,000 per truckload. Stord shall have no obligation to pursue recovery from any Carrier, and any such pursuit shall be at Stord’s sole discretion. This Section 13.3 is subject to, and does not exceed, the General Liability Cap set forth in Section 13.1.
13.4 Software Services Liability Cap. Customer declares that Stord’s aggregate liability for any and all claims arising out of or related to the Software Services, including but not limited to claims related to access, use, performance, availability, errors, interruptions, data loss, data breach, security incidents, AI Features, or any output, results, or content generated by the Software Services, is limited to the total amount of fees paid or payable by Customer for Software Services during the twelve (12) months immediately preceding the first occurrence out of which the liability arose. For the avoidance of doubt, this Software Services Liability Cap applies to all claims arising from or related to the Software Services regardless of the theory of liability, and is in addition to, and further limited by, the General Liability Cap set forth in Section 13.1. In no event shall Stord’s aggregate liability for Software Services claims exceed the lesser of this Software Services Liability Cap or the General Liability Cap.
13.5 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Section 14. Termination.
14.1 Termination Rights. Either Party may terminate the Agreement: (a) upon thirty (30) days’ written notice due to the other Party’s material breach that is not cured during the 30-day notice period, to the extent such breach is curable; (b) immediately upon written notice of insolvency, receivership or bankruptcy proceedings not dismissed within sixty (60) days; (c) upon the other Party’s assignment for benefit of creditors; or (d) upon the other Party’s dissolution or ceasing to do business.
14.2 Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer shall immediately pay all outstanding invoices and Fees then due or accrued; (b) Stord shall invoice Customer for all estimated costs and Fees reasonably anticipated to facilitate the pack-up, transition, and removal of remaining Goods, and Customer shall pay such estimated amounts in advance of any removal of Goods; (c) Customer shall remove all Goods within thirty (30) days of termination, provided that Stord shall have no obligation to release any Goods until Customer has paid in full all outstanding invoices, estimated transition costs, and any other amounts owed to Stord under this Agreement; (d) Stord’s warehouse lien rights under Section 5.9 shall remain in full force and effect until all amounts owed to Stord are paid in full; and (e) all licensed rights granted to Customer will immediately cease upon termination. For the avoidance of doubt, Stord may require payment of all outstanding and estimated amounts as a condition precedent to releasing any Goods or permitting Customer access to any Facility for removal purposes.
Section 15. General Provisions
15.1 Assignability. (a) Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. (b) Notwithstanding the foregoing, either Party may assign all rights and obligations, without prior consent, to: (i) an Affiliate; (ii) a successor entity in connection with a merger or acquisition; or (iii) a successor entity in connection with a sale of all or substantially all of its assets related to this Agreement. (c) Any attempted assignment in violation of this Section shall be void. (d) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any permitted assignee shall be bound by all terms and obligations of this Agreement as if it were an original Party hereto.
15.2 Subcontracting. Stord may engage third-parties to perform Services. Stord will remain responsible to Customer for completion of Services and meeting SLAs regardless of subcontracting.
15.3 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Except for the Indemnified Parties defined in Section 10.1, no other person or entity shall be deemed to be a third-party beneficiary of this Agreement, and no other person or entity shall have any right to enforce any provision of this Agreement or to assert any claim or right based upon this Agreement.
15.4 Intellectual Property Rights. Except for rights expressly granted herein, nothing in this Agreement will transfer any of either Party’s IP Rights to the other Party. Stord reserves all rights not expressly granted to Customer herein. As between Customer and Stord, Stord owns and retains: (a) the Software Services, and all improvements, enhancements, derivatives, or modifications made by any party, excluding any Customer-specific customizations that incorporate Customer’s pre-existing intellectual property; (b) the Stord Content and Stord Data; (c) any software, applications, inventions or other technology developed by Stord in connection with providing the Software Services; (d) Stord’s name, logo, and other trademarks; and (e) all IP Rights in and to any of the foregoing. Customer grants to Stord and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Stord’s or its Affiliates’ Services.
15.5 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
15.6 Governing Law. The laws of the State of Delaware govern 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.
15.7 Force Majeure. Neither Party shall be liable to the other for default in the performance or discharge of any duty or obligation under this Agreement, except for Customer’s obligation to pay for Services rendered by Stord (including applicable monthly minimums), which may be due, in whole or in part, to a Force Majeure Event. Upon the occurrence of a Force Majeure Event, the Party seeking to rely on this provision shall promptly give written notice to the other Party of the nature and consequences of the cause and expected duration, if available.
15.8 Entire Agreement. The Agreement constitutes 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.
15.9 Order of Precedence. In the event of any conflict or inconsistency between or among the provisions of any documents comprising this Agreement, such conflict or inconsistency shall be resolved by giving precedence in the following order: (a) first, the Service Agreement (including any amendments thereto); (b) second, these Terms and Conditions; and (c) third, any applicable SOW. Notwithstanding the foregoing, any additional or conflicting terms proposed by Customer in purchase orders, invoices, or other documents shall be deemed rejected and shall have no force or effect unless expressly agreed to by Stord in writing.
15.10 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
15.11 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.
15.12 Notices. Notices must be in writing and delivered by hand, by a national transportation company (with all fees prepaid), or by email if consented to by the receiving Party. Email notices delivered to Stord will include: legal@stord.com. A valid notice will be effective when received by the addressee. The Parties will deliver all notices to the addresses listed in the Agreement.
15.13 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.
15.14 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, anti-bribery, customs, import, and export.
15.15 Survival of Provisions. The following provisions shall survive any termination or expiration of this Agreement: Section 3 (Customer Obligations and Warranties), Section 4 (Fees and Payment), Section 5.9 (Warehouse Lien), Section 8 (Claims for Loss or Damage), Section 9 (Confidentiality and Publicity), Section 10 (Indemnification), Section 11 (Insurance), Section 12 (Disclaimers), Section 13 (Limitation of Liability), and Section 15 (General Provisions). In addition, any other provisions that by their nature are intended to survive termination or expiration shall so survive.