By requesting or accepting goods or services from Stord Inc., and/or its subsidiaries and affiliates (collectively, “Stord” or ”STORD”), the Customer agrees to the following terms and conditions of service (“Terms and Conditions”).
Stord may from time to time change these Terms and Conditions. Any changes are effective immediately upon publication on our website.
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.
These “Warehouse Terms” and the “General Terms” (which govern terms specific to Warehouse Services, located at STORD.com/service-agreement-terms/general-terms) apply to STORD “Service Agreements” in which Customer has elected to receive Warehouse Services from STORD. These Warehouse Terms, the General Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Warehouse Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Warehouse Services, STORD and Customer agree to these Warehouse Terms and the General Terms. Capitalized terms not defined herein are defined in the applicable Services Agreement or the General Terms. STORD may from time to time change these Warehouse Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/warehouse-terms.
Definitions. “STORD” means STORD, Inc. “Warehouse” 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 Warehouse. “Customer” means the entity that has executed a Service Agreement with STORD. “Goods” means the merchandise, cargo, or freight that the Customer tenders for storage, as further set forth on the front page of each warehouse receipt. “Yard Storage” means the placement of Goods, including containers or trailers with Goods, with or without tractors, empty or loaded, secured or unsecured, in the yard of Warehouse for the benefit of the Customer and/or the Customer’s Goods.
Acceptance. (a) In the event that Goods tendered for storage or other services do not conform to the description contained herein, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Customer agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of the Agreement. (b) Any Goods accepted by Warehouse shall constitute Goods under the Agreement.
Shipping. Customer shall not designate Warehouse to be the consignee for any Goods under any bill of lading, waybill, air waybill, or any other transportation contract, receipt, or delivery document. If, in violation of the terms of the Warehouse receipt or this Warehouse Service Terms, Goods arrive at the Facility and it is the named consignee, Customer agrees to notify the carrier in writing prior to such shipment, with copy of such notice to the Facility, that the Facility is in fact a warehouse that has no beneficial title or interest in such Goods and Customer further agrees to indemnify and hold harmless Warehouse from any and all claims for unpaid transportation charges, including, without limitation, undercharges, demurrage, detention, or charges of any nature, that arise out of or are in any way connected to the Goods. Customer further agrees that if it 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.
Tender for Storage. All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.
Storage Period and Charges. (a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month. (b) The storage month begins on the date that Warehouse accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt. (c) A full month’s storage charge will apply on all Goods upon receipt for the month they are received, and a full month’s storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.
Transfer, Termination of Storage, Removal of Goods. (a) Instructions to transfer Goods on the books of 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 involves rehandling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer. (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. Warehouse will store the Goods at, and may without notice move the Goods within and between, any one or more of the warehouse buildings which comprise the Facility that Warehouse identifies. (c) Warehouse may, upon written notice of not less than 30 days to the Customer and any other person known by Warehouse to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, Warehouse may sell them in accordance with applicable law. (d) If Warehouse in good faith believe that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse’s lien before the end of the 30-day notice period referred to in Section 5(c), Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law. (e) If as a result of a quality or condition of the Goods of which Warehouse had no notice at the time of deposit the Goods are a hazard to other property or to Warehouse or to persons, Warehouse may sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods. If Warehouse after a reasonable effort is unable to sell the Goods it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the Goods, Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.
Handling. (a) The handling charge covers 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. Handling charges are due and payable on receipt of Goods. (b) Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by Warehouse in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at the Facility’s warehouse door will be charged to Customer. (c) Labor and materials used in loading rail cars or other vehicles are chargeable to Customer. (d) When Goods are ordered out in quantities less than in which received, Warehouse may make an additional charge for each order or each item of an order. (e) Warehouse shall not be liable 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 shipment unless Warehouse has failed to exercise reasonable care.
Delivery Requirements. (a) No Goods shall be delivered or transferred except upon receipt by Warehouse of Customer’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided Warehouse shall not have liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Customer’s prior written authorization, but Warehouse shall not be responsible for loss or error occasioned thereby. (b) When Goods are ordered out a reasonable time shall be given Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, pandemics, acts of terrorism, riots or civil commotions, or any reason beyond the Warehouse’s control, or because of loss of or damage to Goods for which Warehouse is not liable, or because of any other excuse provided by law, Warehouse shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges.
Extra Services. (a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Customer. (b) Special services requested by Customer including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge. (c) Dunnage, bracing, packing materials or other special supplies, may be provided for the Customer at a charge in addition to Warehouse’s cost. (d) By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge. (e) Communication expense including postage, overnight delivery, or telephone may be charged to the Customer if such concern more than normal inventory reporting or if, at the request of Customer, communications are made by other than regular United States Mail.
Bonded Storage. (a) A charge in addition to regular rates will be made for merchandise in bond. (b) Where a warehouse receipt covers Goods in U.S. Customs and Border Protection bond, Warehouse shall not have liability for Goods seized or removed by U.S. Customs and Border Protection.
Minimum Charges. (a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made. (b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.
Liability and Limitation of Damages. (a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored or handled however caused unless such loss or damage resulted from the failure by Warehouse to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances and Warehouse is not liable for damages which could not have been avoided by the exercise of such care. (b) Goods are not insured by Warehouse against loss or damage however caused. (c) Where loss or damage occurs to tendered, stored or handled Goods, for which Warehouse is not liable, the 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. (d) If Customer’s Goods are lost, damaged, stolen, or destroyed in connection with packaging, handling, loading, unloading or otherwise while in the custody, control, or possession of Warehouse or the carrier, STORD will assist Customer with filing a claim against the applicable party on behalf of Customer or provide such other reasonable assistance. (e) Customer declares that damages are limited to the lesser of $0.20 per pound or the damage cap in the General Terms. (f) Any claims filed by STORD on Customer’s behalf or other assistance rendered by STORD shall in no way constitute a waiver of any provisions of the Agreement.
Customer Insurance. Goods may not be insured by Warehouse against loss or injury however caused, and Customer is solely responsible for obtaining all risk property and other insurance to cover any anticipated losses that you may sustain as a result of your use of the Services, Warehouse, and any Facility, including, without limitation any loss or destruction of or damage to the Goods.
Notice of Claim and Filing of Suit. (a) Claims by Customer and all other persons must be presented in writing to Warehouse within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the Goods by Warehouse or (ii) 60 days after Customer is notified by Warehouse that loss or damage to part or all of the Goods has occurred. (b) No lawsuit or other action may be maintained by Customer or others against Warehouse for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by Warehouse or (ii) nine months after Customer is notified that loss or damage to part or all of the Goods has occurred. (c) When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to Customer. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.
Liability for Mis-Shipment. If Warehouse negligently misships Goods, Warehouse shall pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility. If the consignee fails to return the Goods, Warehouse’s maximum liability shall be for the lost or damaged Goods as specified in Section 12 above, and Warehouse shall not have liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of Customer or another.
Damage or Mysterious Disappearance of Goods. Warehouse may be liable for loss of Goods due to inventory damage, shortage or unexplained or mysterious disappearance of Goods only if (i) Customer establishes such loss occurred because of Warehouse’s failure to exercise the care required of Warehouse under Section 12 above and (ii) such loss is greater than 0.2% of total inventory of Goods tendered to the Warehouse on an annual basis. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by affirmative evidence that the Warehouse converted the Goods to the Warehouse’s, as applicable, own use.
Right to Store Goods. Customer represents and warrants that Customer is lawfully possessed of the Goods and has the right and authority to store them with Warehouse. Customer agrees to indemnify and hold harmless Warehouse from all loss, cost and expense (including reasonable attorneys’ fees) which Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Warehouse or others, respecting Customer’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Warehouse’s lien. Customer further represents and warrants that, Customer will not use the Services to store Goods that are illegal or that are, in the reasonable opinion of Warehouse, dangerous, hazardous, harmful, unsafe or objectionable.
Accurate Information. 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. Customer will indemnify and hold Warehouse harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which Warehouse pays or incurs as a result of Customer failing to fully discharge this obligation.
Severability and Waiver. (a) If any provision of these Warehouse Service Terms or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of these Warehouse Service Terms shall not be affected thereby but shall remain in full force and effect. (b) Warehouse’s failure to require strict compliance with any provision of these Warehouse Terms or the Agreement shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of these Warehouse Service Terms. (c) The provisions of these Warehouse Service Terms shall be binding upon the heirs, executors, successors and assigns of both Customer and Warehouse; contain the sole agreement governing Goods tendered to the Warehouse.
General and Specific Lien. Warehouse claims a general and specific lien for all lawful charges for storage and preservation of the Goods and/or Equipment, and also, for money Warehouse has advanced, interest, insurance, transportation, labor, weighing, coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Warehouse further claims a general warehouse lien for all such charges, advances and expenses with respect to any other Goods stored by Customer in any other facility owned or operated by Warehouse. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and Warehouse. Customer agrees that Warehouse’s general lien shall survive delivery.
Yard Storage. The liability of Warehouse for any Yard Storage of containers or trailers, whether loaded or empty, secured or unsecured, shall be subject to these Warehouse Service Terms.
These “Freight Terms” and the “General Terms” (which govern terms specific to Freight Services and other STORD Services, located at STORD.com/service-agreement-terms/general-terms) apply to STORD “Service Agreements” in which Customer has elected to receive Freight Services from STORD. These Freight Terms, the General Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Freight Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Services, STORD and Customer agree to these Freight Terms and the General Terms. Capitalized terms not defined herein are defined in the applicable Services Agreement or the General Terms. STORD may from time to time change these Freight Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/freight-terms.
Definitions. “STORD” means STORD, Inc and/or its subsidiaries and affiliates including STORD Freight LLC. “Customer” means the entity that has executed a Service Agreement for Freight Services with STORD.
Freight Services. Freight services are provided by STORD Freight LLC as “STORD”. STORD is a licensed broker as defined by 49 U.S.C. §13102 (12) operating under FMCSA MC-747274-B. STORD only undertakes to arrange for the transportation of shipments on behalf of Customer from various origins and destinations throughout the United States. The transportation is furnished by Carriers selected by STORD. STORD agrees to arrange for transportation of Customer’s freight pursuant to the terms and conditions of the Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by the Agreement. STORD’s responsibility under the Agreement shall be limited to arranging for, but not actually performing, transportation of Customer’s freight (the “Freight Services”).
STORD agrees to arrange for the transportation of shipments in accordance with the applicable Service Agreement, as well as any other shipments offered by Customer as accepted by STORD. Customer is not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers. STORD is not restricted from performing Freight Services for other parties.
Customer shall be responsible to STORD for: timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, temperature, any special handling or security requirements, and employing reasonable security protocols to reduce the risk of cargo theft.
Freight Carriage. STORD has entered into, or will enter into, agreements with each carrier (each, a “Carrier”) it engages to perform the transportation services required by this Agreement. Those agreements will be negotiated between Stord and the Carrier consistent with industry standards for this type of agreement, including without limitation the requirements for such Carrier’s compliance with all applicable laws, defining Carrier’s responsibility for loss, damage, theft, and delay, and minimum levels and types of Carrier insurance.
Receipts and Bills of Lading. If requested by Customer, STORD agrees to provide Customer with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via US Mail, courier, or electronically by fax or email. Customer’s insertion of STORD’s name on the bill of lading shall be for Customer convenience only and shall not change STORD’s status as a property broker. The terms and conditions of any freight documentation used by STORD or Carrier selected by STORD may not supplement, alter, or modify the terms of this Agreement.
Payments. STORD shall invoice Customer for its Freight Services in accordance with the Service Agreement and the General Terms.
Freight Claims: Customer must file claims for cargo loss or damage with STORD within one hundred eighty (180) days from the date of such loss, shortage or damage, which for purposes of the Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. Customer must file any civil action against STORD within two (2) years from the date the Carrier or STORD provides written notice to Customer that the Carrier has disallowed any part of the claim in the notice.
It is understood and agreed that the STORD is not a Carrier and that the STORD shall not be held liable for loss, damage or delay in the transportation of Customer's property, unless caused by STORD’s negligent acts or omissions in the performance of this Agreement. STORD shall assist Customer in the filing and/or processing of claims with the Carrier.
In no event shall STORD or STORD’s contracted Carrier be liable to Customer for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment.
All Other Claims: The parties shall notify each other of all known material details of claims within sixty (60) days of receiving notice of any claims other than cargo loss or damage claims, and shall update each other promptly thereafter as more information becomes available. Civil actions, or arbitration, if any, shall be commenced within 2 years from the date either Party provides written notice to the other Party of such a claim.
Insurance. STORD agrees to procure and maintain at its own expense, at all times during the term of this Agreement, comprehensive general liability, contingent cargo, errors and omissions, auto liability, insurance coverage in amounts commensurate with industry standards for such policies. Upon Customer’s written request, STORD shall submit to Customer a certificate of insurance as evidence of such coverage and which names Customer as “Certificate Holder.”
Surety Bond. STORD shall maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration (the “FMCSA”) in the amount of $75,000 or as otherwise required by the FMCSA and furnish Customer with proof upon request.
Hazardous Materials. Customer shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. Customer is obligated to inform STORD immediately if any such shipments constitute hazardous materials. Customer shall defend, indemnify and hold STORD harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out of Customer’s failure to comply with applicable hazardous materials laws and regulations.
Homeland Security. As applicable to each, respectively, STORD and Customer shall comply with federal, state and local Homeland Security related laws and regulations.
Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either Party materially fails to perform its duties under this Agreement, the Party claiming material default for a cause other than those listed in Section 12.
may terminate this Agreement on 30 days prior written notice to the other Party if such breach remains uncured. Customer shall be responsible to pay STORD for any Freight Services performed prior to the termination of this Agreement, including shipments scheduled and in transit on the date of termination, if ultimately delivered and invoiced to Customer in accordance with this Agreement.Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement:
Either Party files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or a petition is filed against the Party, under federal or state law which is not dismissed within 60 days.
STORD’s license(s) required for STORD to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued for any reason. In the event of the occurrence of any breach(es) listed in this Section 12.B, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party.
No Liability for the Selection or Services of Third Parties and/or Route. Customer expressly agrees that, in the performance of its duties, STORD shall retain, select and/or subcontract the transportation and related services required by Customer to Carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. Customer further agrees that the selected Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of STORD, its agents or affiliated entities. Unless services are performed by persons or firms engaged pursuant to express written instructions from Customer, STORD shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, and delivery of the shipment; advice by STORD that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that STORD warrants or represents that such person or firm will render such services nor does STORD assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and STORD shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a Carrier or the agent of a Carrier; all claims in connection with the act of a Carrier shall be brought solely against such party and/or its agents; in connection with any such claim, STORD shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the STORD.
Indemnification. Subject to the monetary insurance limits and coverage in Section 8, Customer shall defend, indemnify and hold STORD harmless from and against any claims, actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and/or accessorial charges to Carriers, arising out of this Agreement, provided, however, STORD shall not offer settlement in any such claim without the agreement of Customer which agreement shall not be unreasonably withheld. If STORD offers or agrees to a settlement for such a claim without the written agreement of Customer, Customer shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party’s own negligence or intentional acts. Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnity obligations hereunder. The obligation to defend shall include all costs of defense as they accrue.
These “Software Terms” and the “General Terms” (which govern terms specific to Software Services and other STORD Services, located at STORD.com/service-agreement-terms/general-terms) apply to STORD “Service Agreements” in which Customer has elected to receive Software Services from STORD. These Software Terms, the General Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Software Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Services, STORD and Customer agree to these Software Terms and the General Terms. Capitalized terms not defined herein are defined in the applicable Services Agreement or the General Terms. STORD may from time to time change these Software Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/software-terms.
STORD Software Services.
STORD Software Services. STORD Software Services are inclusive of but not limited to an internet-based technology designed to enable Registered Users, as defined below, to manage inventory, orders, shipments, and distribution and provides data visibility and analytics regarding those activities in a single platform which may connect to Third Party Applications via EDI, API, Flat-file, or other means to transmit data. STORD Software Services include the following: (a) software files and other computer information including algorithms, computer programs, object code, icons, web designs, web applications, databases, database management systems, and screen layouts; (b) sample and stock photographs, images, sounds, clip art and other artistic works; (c) related explanatory written materials and files; fonts; and (d) “Updates,” defined as any modified versions of the above, including ones that fix software defects or improve the STORD Software Services, provided at no additional cost to Customer and at STORD’s sole discretion.
Access. STORD provides Customer with a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to access and use STORD Software Services for Customer’s internal business use by Registered Users during the term set forth on the applicable Service Agreement.
Registered Users. “Credentials” mean URL(s), user-names, and passwords provided by STORD to Customer to facilitate access to the STORD Software Services. “Registered Users” mean Customer owners or employees identified by Customer to use STORD Software Services. Customer may use STORD Software Services by issuing one Credential per Registered User. Credentials may not be shared with other Registered Users. Customer shall limit access to STORD Software Services to the number of Registered Users specified in the Service Agreement. Customer may not permit access to STORD Software Services to a Competitor. “Competitor” means any third party that makes commercially available solutions to assist shippers to manage inventory, orders, and distribution, or provides data visibility and analytics similar to STORD Software Services.
Restricted Use. Customer may access STORD Software Services for internal business purposes. Customer may not use STORD Software Services to provide any software application that creates revenues through any software leasing, software sales, embedded solution products, and subscription-based web services. Under no circumstances shall any Registered User do the following, any of which shall constitute a breach of this Agreement and give STORD the immediate right to terminate the Agreement:
copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the STORD Software Services;
rent, lease, or sell rights to the STORD Software Services;
remove any proprietary or copyright notices on the STORD Software Services;
use any device, software or routine intended to damage or interfere with the Intellectual Property rights or the proper operation of any aspect of the STORD Software Services;
send spam, duplicative or unsolicited messages in violation of applicable laws;
send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
upload, send or store viruses, worms, time bombs, Trojan horses, and malicious or harmful code, files, scripts, or programs;
attempt to gain unauthorized access to STORD Software Services;
use the STORD Software Services from a location outside of the United States and Canada; and/or
access or use the STORD Software Services for purposes of competitive analysis or the development of a competing product.
Customer Responsibilities. Customer will do the following:
monitor and be solely liable for its Registered Users’ compliance with this Agreement;
be responsible for the accuracy, quality, legality and means of acquiring its documents, emails, files, notes, personal data, Customer and/or matter names, and other content stored or uploaded into STORD Software Services by Customer, including any documents, data or other content provided to STORD (“Customer Data”);
safeguard Credentials to prevent both unauthorized access to the STORD Software Services and direct or indirect access in a way that circumvents contractual usage limits; Customer will notify STORD promptly of any such unauthorized access or use of its Credentials; and
use STORD Services only in accordance with this Agreement and applicable law.
Intellectual Property Rights. Except for rights expressly granted under the Agreement, nothing in this Agreement will transfer any of either party’s intellectual property rights to the other party. All title, ownership rights, and intellectual property rights in and to STORD Software Services shall remain with STORD. STORD acknowledges that all right, title and interest in and to the Customer Data shall remain with Customer; provided however that STORD is permitted to aggregate Customer Data without identifying Customer for purposes of improving the performance of the STORD Software Services, or developing further analytics for the STORD Software Services.
License to Use Feedback. Customer grants STORD a perpetual, irrevocable, worldwide license to use any of Customer’s suggestions or ideas for modifying either the STORD Services (“Feedback”). Such license includes all intellectual property rights in any such suggestion or idea, without compensation, without any obligation to report on such use, and without any other restriction. STORD may use Feedback in any and every way, including granting sublicenses.
Ownership and Consent to Use of Customer Data. Customer grants STORD a non-exclusive, limited, revocable license during the Term to upload, use, copy, store, transmit and display Customer Data to the extent necessary to provide the STORD Services.
Integration Services and Third-Party Applications. If agreed to in the applicable Services Agreement, STORD may configure the STORD Software Services by integrating mutually agreed Customer systems and Third-Party Applications including without limitation enterprise resource planning (ERP) systems, shopping cart applications, and warehouse management systems (WMS)(“Third-Party Applications”). STORD’s ability to integrate these systems is subject to the STORD Software Services’ compatibility with the Third-Party Application that Customer uses. Customer may elect to have up to the number of Third-Party Application integrations or the specific Third-Party Application integrations identified in the Service Agreement as part of the initial Integration Services that are included with the mutually agreed fees. Additional Integration Services are available as agreed in writing and subject to additional fees. The providers of Third-Party Applications may require Customer to accept additional terms and pay an additional fee in order to use their services. 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 Data, 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 Data or for the security practices (or any acts or omissions) of such third-party service providers or Third-Party Applications.
“Technical Support Services” are included with the Software Services and encompass the following (i) providing periodic Updates to STORD Software Services from time to time, as STORD determines; and (ii) responding to the technical questions regarding the STORD Services (e.g., login issues or browser error messages) by Registered Users. STORD provides technical support services 5 days a week from 8:30 a.m. to 5:30 p.m., Monday through Friday, Eastern Time (ET), not including holidays. STORD will respond within a reasonable period during normal business hours to technical questions that Customer emails via support@STORD.com. STORD is not responsible for issues relating to: (i) Third-Party Applications; (ii) Customer’s changes to application protocol interfaces; or (iii) Customer’s failure to use the STORD Software Services in accordance with its documentation.
“Hosting Services” are included with the Software Services and involve maintaining the STORD Software Services on a unique website on the internet so that it is accessible for Registered Users through a third party hosting infrastructure, 24 hours a day, 7 days a week. STORD shall use reasonable efforts to minimize the amount of time the STORD Software Services are unavailable. STORD is not responsible for Registered Users’ internet connections. The parties agree that from time to time the STORD Software Services or the hosting infrastructure may be inaccessible or inoperable.
Disclaimer of Warranties. STORD DISCLAIMS WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. STORD DOES NOT WARRANT THAT THE STORD SOFTWARE SERVICES ARE ERROR-FREE. STORD 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.
General Inquiries: Please contact Stord at email@example.com if any questions arise.
Operational Failures: Customer responsibilities include reporting operational failures, incidents, problems, concerns, and complaints to: firstname.lastname@example.org
HR Complaints: Complaints about Stord employees for code of conduct and/or performance issues should be reported to: email@example.com
Software Services Support: firstname.lastname@example.org
Privacy Questions and Concerns: Privacy@stord.com