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.
1. STORD Software Services.
1.1. 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.
1.2. 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.
1.3. 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.
1.4. 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:
(a) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the STORD Software Services;
(b) rent, lease, or sell rights to the STORD Software Services;
(c) remove any proprietary or copyright notices on the STORD Software Services;
(d) 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;
(e) send spam, duplicative or unsolicited messages in violation of applicable laws;
(f) 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;
(g) upload, send or store viruses, worms, time bombs, Trojan horses, and malicious or harmful code, files, scripts, or programs;
(h) attempt to gain unauthorized access to STORD Software Services;
(i) use the STORD Software Services from a location outside of the United States and Canada; and/or
(j) access or use the STORD Software Services for purposes of competitive analysis or the development of a competing product.
1.5. Customer Responsibilities. Customer will do the following:
(a) monitor and be solely liable for its Registered Users’ compliance with this Agreement;
(b) 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”);
(c) 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
(d) use STORD Services only in accordance with this Agreement and applicable law.
1.6. 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.
1.7. 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.
1.8. 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.
1.9. 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.
1.10. “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 [email protected]. 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.
1.11. “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.
1.12. 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.