Please read these Terms and Conditions carefully. All contracts and Service Agreements that the Provider may enter into from time to time with Customer for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions.
Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Agreement" means all contracts and Service Agreements made under these Terms and Conditions between the Provider and the Customer;
"Business Day" means any weekday other than a bank or public holiday in The United States Of America;
"Business Hours" means the hours of 09:00 to 17:00 EST on a Business Day;
"Charges" means the amounts specified in the signed Service Agreement or via the self-service signup form located at https://www.stemless.co/pricing
"Customer" means the person or entity identified as such in the Service Agreement;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding anonymized customer data where no personal identifiable information is available to the viewer, analytics data and anything relating to the use of the Platform and server log files);
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, and the California Consumer Privacy Act;
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date specified in the Service Agreement or in the event of self-service the date upon which the Provider sends to the Customer an order confirmation;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the Stemless Co platform, which includes its website platform and mobile and tablet applications, which will be made available by the Provider to each Customer as a service in accordance with these Terms and Conditions;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, or otherwise hereafter in existence under or related to any patent, copyright, trademark, business names, trade names, know-how, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection, including but not limited to any application or right of application for such rights;
"Mobile App" means all mobile applications created by Stemless Co when and as made available by the Provider through relevant mobile app stores;
"Personal Data" has the meaning given to it in the Data Protection Laws;
"Platform" means the platform managed by the Provider and used by the Provider or Customer to provide the Hosted Services;
"Provider" means Stemless Co, incorporated in Delaware (registration number 5835211.
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Service Agreement" means an order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely these Terms and Conditions and the Acceptable Use Policy, including any amendments to that documentation from time to time.
1. The Agreement shall come into force upon the Effective Date.
2. The Agreement shall continue in force during the Term length specified in the Service Agreement, subject to termination in accordance with Clause 16.
3. Unless the parties expressly agree otherwise in writing, each Service Agreement shall create a distinct contract under these Terms and Conditions.
3. HOSTED SERVICES
1. The Provider hereby grants to the Customer a non-exclusive license to use the Hosted Services by means of a Supported Web Browser during the Term.
2. The license granted by the Provider to the Customer under Clause 3.1 is subject to the following limitations:a. the Hosted Services may only be used by the named users identified in the Platform’s Companies page, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;
3. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
- a. the Customer must not sub-license its right to access and use the Hosted Services;
- b. the Customer must not permit any unauthorized person to access or use the Hosted Services;
- c. the Customer must not use the Hosted Services to provide services to third parties;
- d. the Customer must not republish or redistribute any content or material from the Hosted Services;
- e. the Customer must not make any alteration to the Platform, except as permitted by the Documentation;
- f. the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services; and
- g. the Customer must not reverse engineer the Platform technology.
4. Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account.
5. Provider shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
6. Customer must comply with our Acceptable Use Policy, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with our Acceptable Use Policy.
7. Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
8. The Customer must not use the Hosted Services:
- a. in any way that is unlawful, illegal, fraudulent or harmful; or
- b. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
9. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
10. Provider retains the right to suspend or terminate the provision of the Hosted Services if Customer’s payment is past due.
4. CUSTOMER DATA
1. Provider and others acting under the authority of the Provider shall process Customer Data, including Customer Personal Data, in strict compliance with documented instructions from Customer, solely for the purpose of providing the Services in accordance with these Terms and Conditions, and not for any other purpose (commercial or otherwise), or in any other manner, unless specifically instructed by Customer in writing or by the Customer creating a data transfer via the Hosted Services to do so, or unless required to do so by applicable law, including Data Protection Laws, to which the Provider is subject. In such case, Provider may notify the Customer of that legal requirement before processing, unless that law prohibits such notification. Provider may process Customer Data and Customer Personal Data for internal use and security, but may not sell any Customer Data or Customer Personal Data.
2. Customer warrants to Provider that, the submitted Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
3. No Implied Rights. Except for the limited license provided in Section 4.1, nothing in this Agreement shall be construed as granting Provider or any third party any right, title, or interest in Customer Data.
4. Confidentiality. Each party has made and may continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential information of the disclosing party (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Confidential Information includes:
- a. business plans, strategies, forecasts, projects, and analyses;
- b. financial information and fee structures;
- c. business processes, methods, and models;
- d. director, member, manager officer, employee, customer, and company information (whether past, current or prospective);
- e. Personal Data;
- f. product and service specifications; and
- g. manufacturing, purchasing, logistics, sales and marketing information. The receiving party will use the same care and discretion to prevent disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar Confidential Information that it does not wish to disclose, publish or disseminate (but in no event, not less than a reasonable degree of care). The Provider will ensure that its personnel use Customer Confidential Information only to the extent necessary to perform its obligations under these Terms and Conditions. The receiving party will be liable for any unauthorized disclosure or use of Confidential Information by any of its personnel, agents, advisors or affiliates. Confidential Information shall be returned or deleted with 7 days upon a party’s request.
5. SUPPORT SERVICES
1. The Provider shall provide the Support Services to the Customer during the Term during Business Hours.
2. The Provider may make available to the Customer an email-based help-desk.
3. The Provider shall provide the Support Services with reasonable skill and care.
4. The Customer may use the help-desk for the purposes of requesting and, where applicable, receiving the Support Services;
5. The Provider shall respond promptly to all requests for Support Services made by the Customer through the help-desk.
6. The Provider may suspend or terminate the provision of the Supported Services if Customer’s payment is past due.
6. MOBILE APP
1. The parties acknowledge and agree that the use of the Mobile App(s), the parties' respective rights and obligations in relation to the Mobile App(s), and any liabilities of either party arising out of the use of the Mobile App(s) shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.
1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
1. Customer shall pay the Charges to the Provider in accordance with the Customer’s executed Service Agreement.
2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added and sales taxes and pass-through fees, which will be added to those amounts and payable by the Customer to the Provider.
3. Provider may elect to vary any element of the Charges by giving to the Customer not less than ten days written notice of the variation. In the event that the Customer does not wish to pay increased Charges, the Customer may immediately Terminate this agreement.
4. Customer is responsible for all SMS and MMS messages sent for opt-in, opt-out, default responses, per order messages, and SMS or MMS campaigns sent on behalf of Customer, as outlined in the executed Service Agreement
5. Provider Charges are based on the fees detailed in Customer’s executed Service Agreement.
1. Customer must pay the Charges to Provider in advance of the period to which they relate.
2. If Customer does not pay any amount properly due to Provider under these Terms and Conditions, Provider may:
- a. charge the Customer interest on the overdue amount at the rate of 8% per annum above the American Central Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
- b. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10. USER CONTENT
1. Each party shall comply with any Data Protection Laws with respect to the processing of the Customer Personal Data.
2. Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
3. Customer warrants to Provider that Customer has obtained necessary and explicit permissions to communicate with recipients of Personal Data which Customer uses Provider’s Service to disseminate
4. Notwithstanding any other provision of these Terms and Conditions, Provider may process Customer Personal Data if and to the extent that Provider is required to do so by applicable law or as necessary to provide Services. In such a case, the Provider may inform Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
5. Provider shall take reasonable steps to ensure the reliability of any personnel, person, or party authorized to access or process Customer Data and Customer Personal Data.
6. Provider and Customer shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the Customer Personal Data.
7. IT IS EXPRESSLY AGREED TO BY THE PARTIES THAT THE CUSTOMER IS THE INITIATOR OF ALL MARKETING CAMPAIGNS IN ALL CIRCUMSTANCES, INCLUDING OBTAINING ALL REQUIRED CONSENTS AND ASKING PROVIDER TO CREATE AND MANAGE CUSTOMER’S RECIPIENT USER PROFILES, AS WELL AS TEXT, SMS, MMS, AND OR EMAIL CAMPAIGNS.
8. While Provider may assist Customer with the fulfillment of the Customer's obligation to respond to requests exercising a data subject's rights under applicable Data Protection Laws, it is ultimately Customer’s responsibility to ensure compliance with all legal statutes pertaining to requests exercising a data subject’s rights under applicable Data Protection Laws.
9. Provider may assist Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of Personal Data breaches to the relevant supervisory authority, the communication of Personal Data breaches to the affected individuals, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Provider shall report any Personal Data breach relating to Customer Personal Data to Customer within 24 hours following the Provider becoming aware of the breach. For the purposes of this section 10.9, “data breach” shall mean any event that compromises the confidentiality, security, integrity, or availability of Customer Personal Data including any (i) unauthorized access, use, disclosure, modification, or destruction of Customer Personal Data; (ii) act that violates any law with respect to such data; (iii) loss or misuse (by any means) of any Customer Personal Data; or (iv) inadvertent, unauthorized and/or unlawful processing of any Customer Personal Data.
10. Provider does not guarantee data storage security. Customer agrees that Provider will not be liable for damages, liabilities, losses and/or other consequences Customer may incur relating to the loss and/or deletion of Customer Personal Data.
11. The Provider shall make available to the Customer all information necessary, including without limitation (i) any report generated in connection with a data breach, (ii) the contact information of the person(s) handling any suspected data breach, and (iii) a description of the measures taken or proposed to be taken to address a data breach, to demonstrate the compliance of the Provider with its obligations under this Clause 11 and applicable Data Protection Laws.
11. REPRESENTATIONS AND WARRANTIES
1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party:
- a. It is a duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of its incorporation or other organization;
- b. It is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required.
- c. It has the full right, corporate power, and authority to enter into this Agreement, and to grant the rights and licenses set forth herein, and to perform its obligations hereunder.
- d. It has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
- e. The execution of this Agreement by each of the individuals whose signatures is set forth at the end of this Agreement and the delivery of this Agreement has been duly authorized by all necessary corporation action on the part of each Party.
- f. This Agreement has been executed and delivered by each Party and constitutes a legal, valid, and bind obligation upon that Party. It is in material compliance with all applicable laws and contracts relating to the Agreement, and the operation of its business.
2. Additional Provider Warranties. Provider represents and warrants to the Customer that:
- a. It has the full right, power, and authority (by ownership, license, or otherwise) to use all Intellectual Property used in providing the Hosted Services and embodied in any deliverable, and to grant Customer the rights and licenses set forth herein, on the terms and conditions of this Agreement.
- b. Neither Provider’s grant of the rights or licenses hereunder nor its performance of any services, including Hosted Services, or other obligations under this Agreement does or at any time will: (i) conflict with or violate applicable Law, including any Law relating to data privacy, data security, or personal information; (ii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; (iii) require the provision of any payment of or other consideration by Customer to any third party, and Provider shall notify Customer in writing if it becomes aware of any applicable Law that would preclude Provider’s performance of its material obligations hereunder.
- c. The Hosted Services, services, deliverables, or any other materials provided by Provider under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property rights or any other right of any third party.
- d. There is no settled, pending, or threatened legal action and Provider has not received any written, oral, or other notice of any legal action (i) alleging that any access to or use of the Hosted Services does or would infringe, misappropriate, or otherwise violate any Intellectual Property right of any third party; (ii) challenging Provider’s ownership of, or right to use or license, any software or other materials used or required to be used in connection with the performance, accessing or use of the services, or alleging any adverse right, title or interest with respect thereto.
3. Customer represents and warrants to the Provider that:
- a. Neither Customer’s use of any services, including Hosted Services, or other obligations under this Agreement does or at any time will: (i) conflict with or violate applicable Law, including any Law relating to data privacy, data security, or personal information; (ii) require the consent, approval, or authorization of any consumer, governmental or regulatory authority or other third party; (iii) require the provision of any payment of or other consideration by Customer to any third party, and Customer shall notify Provider in writing if it becomes aware of any applicable Law that would preclude Customer’s performance of its material obligations hereunder.
- b. The deliverables, or any other materials provided by Customer under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property rights or any other right of any third party
- c. Customer represent and warrant that if Customer records or monitors telephone calls, SMS messages, or other communications using the Services, Customer will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. Provider make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications. Customer acknowledges that these representations, warranties, and obligations are essential to Provider’s ability to provide Customer with access to recording and monitoring features which are part of the Services, and Customer further agrees to indemnify Provider and Provider’s affiliates from claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding such recording or monitoring of telephone calls, SMS messages, or other communications using the Services.
- d. There is no settled, pending, or threatened legal action and Customer has not received any written, oral, or other notice of any legal action (i) alleging that any access to or use of the Hosted Services does or would infringe, misappropriate, or otherwise violate any Intellectual Property right of any third party; (ii) challenging Provider’s ownership of, or right to use or license, any software or other materials used or required to be used in connection with the performance, accessing or use of the services, or alleging any adverse right, title or interest with respect thereto.
4. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
12. ACKNOWLEDGMENTS AND WARRANTY LIMITATIONS
1. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
3. The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
4. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
13. LIMITATIONS AND EXCLUSIONS OF LIABILITY
1. Nothing in these Terms and Conditions will:
- a. limit or exclude any liability for death or personal injury resulting from negligence;
- b. limit or exclude any liability for fraud or fraudulent misrepresentation;
- c. limit any liabilities in any way that is not permitted under applicable law; or
- d. exclude any liabilities that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:
- a. are subject to Clause 13.1; and
- b. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
3. Provider will not be liable to Customer in respect of any loss of profits or anticipated savings.
4. Provider will not be liable to Customer in respect of any loss of revenue or income.
5. Provider will not be liable to Customer in respect of any loss of use or production.
6. Provider will not be liable to Customer in respect of any loss of business, contracts or opportunities.
7. Except as explicitly specified in Sections 4 and 10, Provider will not be liable to Customer in respect of any loss or corruption of any data, database or software.
8. Provider will not be liable to Customer in respect of any special, indirect or consequential loss or damage.
9. The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the total amount paid by the Customer to the Provider under the Agreement in the thirty-day period preceding the commencement of the event or events.
10. The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the total amount paid by the Customer to the Provider under the Agreement.
14. FORCE MAJEURE EVENT
1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
1. Either party may terminate the Agreement immediately either by providing written notice or by using the appropriate channels available on the Hosted Services.
16. EFFECTS OF TERMINATION
1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, except that Terms and Conditions that by their nature should survive termination shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely) including but not limited to Sections and Clauses 1, 3.9, 4.4, 8.1, 9, 10, 11, 12, 13, 16, 17 and 19.
2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
3. Within 10 days following the termination of the Agreement for any reason Customer must pay to Provider any Charges in respect of Services provided to Customer before the termination of the Agreement
1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
- a. sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or
- b. sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
1. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
2. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
3. The Provider may vary the Agreement by placing variation changes to https://stemless.co/#/terms-of-use.
4. Customer hereby agrees that Provider may assign Provider's contractual rights and obligations under the Agreement to any third party. Customer must not without the prior written consent of Provider, which shall not be unreasonably withheld, assign, transfer or otherwise deal with any of Customer's contractual rights or obligations under the Agreement.
5. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
6. Subject to Clause 13.1, these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Service Agreement, and shall supersede any Service Agreements, previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of Queens, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
- a. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
- b. any subordinate legislation made under that statute or statutory provision.
2. The Clause headings do not affect the interpretation of these Terms and Conditions.
3. References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
4. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
1. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, Customer otherwise agrees to reasonably cooperate with Provider to serve as a reference account upon request and allow Provider a license to use its name and logo in marketing material and on its website.
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
- a. the use of Stemless.co, any successor website, and the services available on that website or any successor website or sub-domain (the "Services"); and
- b. the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2 References in this Policy to "you" are to any Customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Stemless Co (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. GENERAL USAGE RULES
2.1. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2. You must not use the Services:
- a. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
- b. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
c. you will not attempt to use the Services to access or allow access to Emergency Services (meaning, an official government-sponsored emergency telephone number (such as 911 in North America or 112 in the European Union and other locations worldwide) which is used to dispatch professional emergency responders)
2.3. You must ensure that all Content complies with the provisions of this Policy.
3. UNLAWFUL CONTENT
3.1. Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2. Content, and the use of Content by us in any manner licensed or otherwise authorized by you, must not:
- a. be libelous or maliciously false;
- b. be obscene or indecent;
- c. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- d. infringe any right of confidence, right of privacy or right under data protection legislation;
- e. constitute negligent advice or contain any negligent statement;
- f. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
- g. be in contempt of any court, or in breach of any court order;
- h. constitute a breach of racial or religious hatred or discrimination legislation;
- i. be blasphemous;
- j. constitute a breach of official secrets legislation; or
- k. constitute a breach of any contractual obligation owed to any person.
3.3. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. GRAPHIC MATERIAL
4.1. Content must be appropriate for all persons who have access to or are likely to access the Content in question.
4.2. Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3. Content must not be pornographic or sexually explicit.
5. FACTUAL ACCURACY
5.1. Content must not be untrue, false, inaccurate or misleading.
5.2. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
6. NEGLIGENT ADVICE
6.1. Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.
7.2. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3. Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5. You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6. You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7. You must ensure that Content does not duplicate other content available through the Services.
7.8. You must ensure that Content is appropriately categorized.
7.9. You should use appropriate and informative titles for all Content
7.10. You must at all times be courteous and polite to other users of the Services.
8. MARKETING AND SPAM
8.1. Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.2. You must not send any spam or other marketing communications to any person using any phone number or other contact details made available through the Services or that you find using the Services.
8.3. You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
8.4. You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses or phone numbers.
9. REGULATED BUSINESSES
9.1. You must not use the Services for any purpose relating to gambling.
9.2. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
9.3. You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
10.1. You acknowledge that we may actively monitor the Content and the use of the Services.
11. DATA MINING
11.1. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12.1. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
13 HARMFUL SOFTWARE
13.1. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.