These StackOne Software as a Service terms and conditions (the “SaaS Terms”) are made and entered into on the Effective Date by execution of an order, whether this may be in writing or via the StackOne platform,  referencing these SaaS Terms governing access and use of the Service (each a “Customer Order” and together with the SaaS Terms the “Agreement”) by and between STACKONE TECHNOLOGIES LIMITED, a company incorporated in England and Wales under company number 14684360 and having its registered offices at Camburgh House, 27 New Dover Road, Canterbury, Kent, United Kingdom, CT1 3DN (“StackOne”) and the entity referred to as the “Customer” in the Customer Order and enters into this Agreement or uses the Service (“Customer”).

StackOne reserves the right to modify or update this Agreement in its sole discretion. Customer’s acceptance of such modifications and/or updates shall be indicated by Customer’s continued use of the Service and shall be effective immediately.  

1. Provision of Service and StackOne Responsibilities

1.1 Provision of Service.  StackOne shall: (a) make the Service available to Customer pursuant to this Agreement, the Documentation and any applicable Customer Order(s) during the Term, to use with the Customer Application via StackOne Integrations for the Purpose; (b) use commercially reasonable efforts to maintain the security and integrity of the Service; (c) use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week except for: (i) planned downtime (of which StackOne shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond StackOnes’s reasonable control, including, any Force Majeure Event; and (d) provide the Service in accordance with laws and government regulations applicable to StackOne’s provision of its Service to its customers generally (i.e., without regard for Customer’s particular use of the Service), and subject to Customer’s use of the Services in accordance with this Agreement, and the applicable Customer Order.

2. Customer Obligations and Restrictions

2.1 Linked Account Commitment. Customer shall have access to an agreed volume of Active Linked Accounts during the Term, as outlined in the Customer Order (“Linked Account Committed Volume”). Customer may obtain access to additional Active Linked Accounts throughout the Term, where agreed with StackOne, by entering into an order for the additional amount of Linked Accounts in writing (“Additional Linked Account Commitment Order”). Linked Account Committed Volume shall remain the same for any subsequent Renewal Term, save that before the expiry of the Term, Customer may purchase additional Linked Accounts for an immediately succeeding Term of not less than one (1) year via a separate Customer Order.

2.2 On-Demand Linked Accounts. If Customer exceeds the Linked Account Committed Volume as specified in a Customer Order and has not entered into an Additional Linked Account Commitment Order to cover the additional Linked Accounts (“On-Demand Linked Accounts”), StackOne will issue an invoice for the On-Demand Linked Accounts either monthly in arrears or at a frequency as determined by StackOne in its sole discretion, in accordance with Clause 3. The pricing for On-Demand Linked Accounts shall be outlined by StackOne to Customer in writing.  Customer will continue to be charged for On-Demand Linked Accounts until such time that the Customer: (a) enters into an Additional Linked Account Commitment Order for the additional Linked Accounts; (b)  enters into a Renewal Term; (c) or this Customer Order is terminated in accordance with this Agreement. For avoidance of doubt, any discounts in a Customer Order will not apply to On-Demand Linked Accounts.

2.3 Customer Responsibilities. Customer must enter into a direct relationship with the relevant Partners where required to enable StackOne Integrations. Customer shall: (i) provide all reasonable access to the Customer Application necessary to enable the StackOne Integrations via APIs no later than the Start Date; (ii) use the Service solely in accordance with all applicable Documentation and this Agreement; (iii) notify StackOne promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and co-operation reasonably required by StackOne to enable it to diagnose and remedy such issues; (iv) comply with all Applicable Laws where such laws relate to the Customer’s use of the Services; (v) use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify StackOne; and (vi) be solely responsible for ensuring that it has a relevant lawful basis, e.g. consent of the relevant data subject, to instruct StackOne to provide the Service and process the End Customer Data for the Purpose in accordance with this Agreement,  as required by Applicable Data Protection Laws by providing notice to End Customers that StackOne will be processing End Customer Data as part of provision of the Service.  

2.4 Customer Restrictions. Customer shall not (i) modify, copy, display, republish or create derivative works based on the Service or StackOne technology (ii) reverse engineer the Service or the underlying software; (iii) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (iv) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in this Agreement), distribute or otherwise commercially exploit or make the Service available to any third party, other than as otherwise contemplated by this Agreement; (v) upload to the Service or use the Service to send or store Viruses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vii) allow or attempt to gain unauthorised access to, or use of the Service or its related systems or networks, and Customer will notify StackOne of any such unauthorised access or use if it becomes aware of it. StackOne reserves the right, without liability or prejudice to its other rights to Customer, following written notice to Customer (email shall suffice as such notice) to (a) suspend the Customer's access to and use of the Service where such access and use of the Service breaches the provisions of this clause; and/or (b) terminate the Agreement for material breach in accordance with Clause 7.2.

3. Fees and Payment Terms

3.1 Fees. Customer shall pay to StackOne the Fees set forth in an applicable Customer Order in accordance with this Clause 3. StackOne will submit an invoice to Customer for the Fees annually in advance following execution of a Customer Order, including for Fees  where the parties enter into an Additional Linked Account Commitment Order or for usage of On-Demand Linked Accounts , or at a frequency otherwise agreed in a Customer Order or in writing. Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided on each invoice in accordance with the payment terms set forth in the Customer Order (“Due Date”) and in the currency specified in the Customer Order. Except as otherwise specified herein or in any Customer Order all payment obligations are non-cancellable, and Fees paid are non-refundable.

3.2 Disputed Fees.  In the event that the Customer disputes the invoice provided by StackOne in good faith, Customer must notify StackOne no later than thirty (30) days after the date on the disputed invoice, in order to receive an adjustment or credit, to be determined in StackOne’s sole, reasonable discretion.

3.3 Overdue Fees. If StackOne has not received payment for any invoices for the Fees which are not the subject of a bona fide dispute by the Due Date and without prejudice to any other rights and remedies of StackOne, StackOne reserves the right, by giving thirty (30) days prior written notice to Customer, without liability to Customer, if such payment default is not cured within such notice period, to: (a) disable Customer’s password, account and access to all or part of the Service and StackOne shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid, and (b) charge interest which shall accrue on such overdue amounts at the higher of (i) an annual rate equal to 4% or (ii) the maximum interest rate allowed under applicable law.  For the purpose of clarity and avoidance of doubt, Customer will continue to be charged for the Services during any period of suspension.

3.5 Taxes. All amounts and Fees stated or referred to in the Agreement are exclusive of all Taxes. Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use or access to the Service.

4. Warranty

4.1 General Warranties. Each party represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under the Agreement; and (ii) the Agreement has been duly authorised, executed and delivered by each party and constitutes valid and binding obligations of such party enforceable against such party according to its terms.

4.2 Customer Warranties. Customer warrants that (a) it has obtained and will continue to maintain all required licences and consents required for StackOne to use and process End Customer Data in the provision of the Service, including without limitation, all necessary consents, licences, approvals to enable the StackOne Integrations between the Service, Partner Applications and Customer Application.

4.3 Disclaimers. Notwithstanding the foregoing limited warranties, the Service is provided “AS IS” to the fullest extent permitted by law. Other than as provided for in this agreement, StackOne (a) does not warrant that Customer's use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, and (b) disclaims all other warranties, express or implied, including all warranties in relation to fitness for a particular purpose, performance, merchantability.

5. Data Protection

5.1 Data Processing. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The Customer is the data controller of the Customer Data and appoints StackOne as the data processor to process the Customer Data and End Customer Data for the Purpose.  

5.2 DPA. The parties shall comply with the provisions of the data processing addendum (“DPA”) with respect to the processing of any personal data pursuant to this Agreement. The applicable DPA shall be the one included in the Customer Order, if any. In the absence of a DPA in the Customer Order, the parties shall default to the standard DPA available at stackone.com/terms/dpa.

5.3 BAA. The Customer may instruct StackOne to process PHI (defined in the BAA) in the delivery of the Service and for the Purpose. StackOne shall comply with the provisions of the BAA with respect to the processing of all PHI.

6. Proprietary rights

6.1 Access to Service. In exchange for payment of the Fees, and subject to the terms of this Agreement and any applicable Customer Order, StackOne grants Customer (a) a non-exclusive, royalty-free, non-transferable licence, solely during the Term to access and use the Service solely for the Purpose.

6.2 Reservation of Rights. Except for the limited rights expressly granted to Customer hereunder, StackOne reserves all rights, title and interest in and to the Service and feedback, including all related Intellectual Property Rights inherent therein.  No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

6.3 Customer Data. As between StackOne and Customer, Customer retains ownership of all rights, title and interest in and to all Customer Data. Customer Data is deemed the Confidential Information of Customer under this Agreement. For the duration of the Term, Customer grants StackOne a non-exclusive, royalty-free licence to use Customer Data and End Customer Data solely to (i) provide the Service to Customer, (ii) make improvements to the Service for Customer’s use. StackOne shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or End Customer Data caused by any third party, (except those third parties sub-contracted by StackOne to perform services related to Customer Data) unless solely caused by StackOne’s negligence or willful misconduct.

6.4 Aggregated Anonymous Data. StackOne may aggregate and/or anonymise the metadata and usage data of Customer and End Customer collected or otherwise made available through the Service so that the results are non-personally identifiable with respect to Customer and End Customer (“Aggregated Anonymous Data”). For the avoidance of doubt, all data retained as Aggregated Anonymous Data is in line with the GDPR’s definition of anonymised data. The Aggregated Anonymous Data will be deemed StackOne Data, and Customer acknowledges that StackOne may use the Aggregated Anonymous Data, both during and after the Term, for the following non-exhaustive list of reasons: (i) for its own internal analysis, (ii) to develop and improve the Service, and (iii) for benchmarking purposes and to provide insights and other information regarding use of the Service. For purposes of clarity, nothing in this clause 6.4 gives StackOne the right (or ability) to identify Customer or End Customer as the source of any Aggregated Anonymous Data.

6.5 Intellectual Property Rights Ownership, Use. StackOne and its licensors alone shall own all rights, title and interest, including all related Intellectual Property Rights, in and to Services. This Agreement does not convey to Customer any rights of ownership in or related to the Service, StackOne technology, StackOne Data or the Intellectual Property Rights owned by StackOne and its suppliers. Customer may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Services, though Customer is under no obligation to provide Feedback. Customer agrees that if it provides Feedback, StackOne is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to Customer.

7. Term and Termination

7.1 Term of Agreement. The Term shall, unless otherwise terminated as provided in this Clause 7 or any applicable Customer Order, commence on the Effective Date and shall continue for the Initial Term, save where otherwise agreed between the parties as specified in writing. Following the Renewal Date, and each subsequent anniversary of the Renewal Date, the Agreement shall automatically renew for an additional twelve (12) month period, or any other period as agreed between the parties as specified in the applicable Customer Order (each a “Renewal Term”) unless (i) either Party has provided the other Party with written notice of non-renewal not less than sixty (60) days prior to the Renewal Date or anniversary thereof, as applicable, or (ii) the Parties have entered into a replacement Customer Order for the applicable Renewal Term.

7.2 Termination for Cause. A party may terminate this Agreement for cause and without prejudice to any other rights or remedies to which the parties may be entitled (i) if the other party is in material breach under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching party; or (ii) voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

7.3 Effect of Termination. On termination or expiration of the Agreement for any reason (i) Customer’s rights of use granted under the Agreement and relevant Customer Order(s) shall immediately terminate and Customer shall immediately cease the use of the Service subscribed to under the Agreement; (ii) unless terminated by Customer pursuant to Clause 7.2, Customer shall promptly pay all monies due or to become due under the Agreement through the effective date of termination and for the remainder of the then-current Initial Term or Renewal Term as applicable; (iii) the following provisions shall survive any termination or expiration of this Agreement:  Clauses 5, 6.4, 6.5, 7.3, 8, 9 10, 11.

8. Confidentiality

8.1 Definition of Confidential Information. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement.  A party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.

8.2 Confidentiality Obligations. Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third-party, or use the other's Confidential Information for any purpose other than the performance of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.  The receiving party agrees to restrict access to such Confidential Information to those employees and service providers of the receiving party who need to know such information pursuant to this Agreement and have agreed to be bound by a confidentiality obligation not less protective than that contained in this Agreement (“Representatives”). Each party shall be responsible for compliance with the terms of this Agreement by its Representatives.  Customer acknowledges that details of the Service and StackOne Data constitute StackOne’s Confidential Information. StackOne acknowledges that Customer Data and End Customer Data constitutes the Customer’s Confidential Information.

8.3 Compelled Disclosure. In the event that either party or its Representatives are requested or become legally compelled (by oral questions, interrogatories, requests for information or document subpoena, civil investigative demand or similar process) to disclose any Confidential Information furnished by the other party, the party which received the request will provide the other party with prompt written notice of such request(s) so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with the provisions of this Agreement, the party which received the request agrees that it will furnish only that portion of such Confidential Information that is legally required.

8.4 Confidentiality period. The obligations of confidentiality under this Clause 8 shall survive any expiration or termination of the Agreement for as long as the Confidential Information remains confidential.

8.5 Remedies. The receiving party acknowledges that breach of the confidentiality obligations would cause irreparable harm to the disclosing party, the extent of which may be difficult to ascertain.  Accordingly, the receiving party agrees that, in addition to any other remedies available to it, the disclosing party is entitled to seek immediate injunctive relief in the event of breach of an obligation of confidentiality by the receiving party, and that the disclosing party shall not be required to show irreparable harm in order to obtain such injunctive relief.

9. Indemnity

9.1 StackOne Indemnification. Except to the extent related to Customer’s acts or omissions, StackOne will defend and indemnify  and hold Customer, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees   harmless against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) that Customer’s use of the Service in accordance with this Agreement infringes any third party’s Intellectual Property Rights. Promptly upon receiving notice of a claim, Customer shall (a) give StackOne prompt written notice of the claim; (b) give StackOne sole control of the defence and settlement of the claim (provided that StackOne may not settle or defend any claim unless it unconditionally releases Customer of all liability); and (c) provide to StackOne, at StackOne’s cost, all reasonable assistance in the defence or settlement of such claim. If the Service are held or likely to be held infringing, StackOne shall have the option, at its sole liability and expense, to (i) replace or modify the Service as appropriate, (ii) obtain a licence for Customer to continue using the Service, (iii) replace the Service with a functionally equivalent service; or (iv) terminate the applicable Service and provide a pro-rata refund for any pre-paid but unused Fees for the Term immediately following the effective date of termination. This Clause 9.1 states StackOne entire liability and Customer's exclusive remedy for any claim of intellectual property infringement.

9.2 Customer Indemnification. Customer will defend and indemnify and hold StackOne, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees harmless against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) Customer’s use of the Services in violation of the Agreement; and/or (ii) Customer Data or End Customer Data. Promptly upon receiving notice of a claim, StackOne shall (a) give Customer prompt written notice of the claim; (b) give Customer sole control of the defence and settlement of the Claim (provided that Customer may not settle or defend any claim unless it unconditionally releases StackOne of all liability); and (c) provide to Customer, at Customer’s cost, all reasonable assistance in the defence or settlement of such Claim.

10. Limitation of Liability

10.1 Limitation of liability. Except with respect to amounts owed by Customer to StackOne hereunder and subject to Clause 10.2, 10.3 and 10.4, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence or otherwise)) under or in connection with the Agreement shall be limited to the total amount of Fees paid by Customer in the 12 month period immediately preceding the date on which the claim arose.

10.2 Excluded Claims. The following claims or liabilities shall be excluded from the limit on liability at clause 10.1: (a) the liability of StackOne in respect of any loss claim or liability associated with breach by StackOne of clause 5 shall be limited to two (2) times the total amount of Fees paid by the Customer in the 12 month period immediately preceding the date on which the claim arose, (b) the liability of Customer in respect of any claim or liability associated with breach of clause 4.2 shall be uncapped; (c) either party’s breach of clause 8 and 9 shall be uncapped. .

10.3 Exclusions at law. The exclusions in this Clause 10 shall apply to the fullest extent permissible at law, but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

10.4 Exclusion of consequential and related damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from the Agreement, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages.  The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

10.5 StackOne Exclusions. Customer assumes sole responsibility for conclusions drawn from the use of the Service. StackOne will not be liable to Customer (i) for any damage caused by errors or omissions in any information, data or instructions provided to StackOne by Customer in connection with the Service or any actions taken by StackOne at Customer's direction; (ii) for any third-party products or services accessed and/or used by Customer through the Services, including but not limited to Partner Applications (excluding those third parties subcontracted by StackOne); (iii) where any failure to provide the Service is caused by a network, hardware or software fault in equipment which is not under the control of StackOne; (iv) for loss or damage caused by Customer’s delay or failure to timely provide any required information or co-operation or to fulfil its obligations under the Agreement; (v) for use of the Services in breach of the Agreement;  and (vi) for any unauthorised access to the Service including a malicious security breach related to Customer’s acts or omissions.

11. General

11.1 Entire Agreement. The Agreement together with the Customer Order(s) set out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter.  Unless otherwise expressly agreed in writing the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on StackOne. In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this Clause 11.1 shall limit liability for any representations made fraudulently.

11.2 Governing Law and Jurisdiction. The Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.  

11.3 Third Party Rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third-party which exists or is available apart from the Act or that is expressly provided for under the Agreement.

11.4 Assignment. Neither party may assign, delegate any part of this Agreement without the other party’s prior written approval, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent, in whole or in part to an Affiliate or, in cases of merger, acquisition, change of control or divestiture.

11.5 Publicity. During the Term and thereafter, StackOne may refer to Customer as a StackOne customer, orally and in writing (including in promotion or marketing materials and on StackOne’s website and social media postings), including use of the Customer’s logo in written marketing materials. Customer agrees to assist StackOne with the creation of a case study regarding the supply of services within six months of Effective Date or in any other marketing or promotional material as agreed between the parties in the Customer Order.

11.6 Notices. All notices given under this Agreement will be in writing and delivered by: (a) email; (b) overnight courier or delivery service; or (c) registered or certified mail.  All notices to a party’s physical address will be sent to the addresses set forth in the Customer Order. Notices to StackOne by email will be sent to legal@stackone.com, and notices to Customer by email will be sent to the email address provided by Customer. Notices by overnight courier or delivery service will be deemed as having been effectively provided one business day after they are sent. Notices by registered or certified mail by a party will be deemed as having been effectively provided upon receipt by the other party.  Notices by email will be deemed as having been effectively provided as of the time that an email is sent by a party.  Each party shall be responsible for updating the other, in writing, with any changes to their address (physical or email).

11.7 Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.

11.8 Severability. Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.  

11.9 Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

11.10 Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Definitions

12.1 The following definitions apply to the Agreement. Any capitalised terms not otherwise defined in the Agreement have the meanings set out below:

(a) Active Linked Account: means a Linked Account against which the Customer made at least 5 (five) API Requests were made within a calendar month;

(b) Affiliate: a company or other entity, which directly or indirectly controls, is controlled by or is under common control with any party or its shareholders. The term “control” means the ownership of more than 50% of the outstanding shares or equivalent interest entitled to vote;

(c) Aggregated Anonymous Data: shall have the meaning given to it in Clause 6.4;

(d) API Requests: refers to calls made by a user interface or a third-party application to StackOne’s service endpoints using the API, in order to retrieve or manipulate data. Each call to the API counts as one API request.

(e) Applicable Laws: all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations;

(f) Applicable Data Protection Laws: all applicable data protection laws, including, without limitation, the California Consumer Privacy Act, the Data Protection Act 2018 and as amended and the General Data Protection Regulation (EU) 2016/679 or any other applicable similar laws relating to the protection of personal data in other jurisdictions;

(g) BAA: means the Business Associate Agreement. The applicable BAA shall be the one included in the Customer Order, if any. In the absence of a BAA in the Customer Order, the parties shall default to the standard BAA available at stackone.com/terms/baa;

(h) Confidential Information: information of a party concerning its business and/or affairs, including without limitation to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents (including for StackOne its Software, and Services), data and information which, when provided by a party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure;

(i) Customer Application: means the application owned and operated by Customer which is described in an Customer Customer Order or otherwise approved by StackOne in writing;

(j) Customer Data: the (i) data and information provided by Customer to StackOne and/or imported, inputted, uploaded and/or shared by Customer or StackOne on Customer’s behalf, for the purpose of using the Service or facilitating Customer’s use of the Service; or (ii) data collected and processed by or for Customer through Customer’s use of the Services, but excluding StackOne Data;

(k) Customer Order(s): an order placed either in writing or via the StackOne platform, signed by an authorised representative of each party, that references these Terms and identifies the specific Services to be made available and the fees to be paid;

(l) Documentation: means the specifications, policies, written or online user manuals, help files, or other documentation regarding the Service made available by StackOne.

(m) Due Date: shall have the meaning given to it in clause 3.1;

(n) Effective Date: shall mean the earlier of the date (a) the Customer Order(s) is entered into by the parties or (b) the Customer begins using the Service;

(o) End Customer: means Customer’s customer that enables and instructs StackOne to process End Customer Data via one or more API integrations between the Service, a Partner Application and the Customer Application;

(p) End Customer Data: means any data, which may consist of but is not limited to End Customer personal data, transferred to StackOne by End Customer and/or by Customer;

(q) Fees:  the fees payable under the Agreement pursuant to the Customer Order(s);

(r) Force Majeure Event: an act of war, hostility, sabotage, flood, fire earthquake, or natural disasters, epidemic or pandemic; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; act of government or government restrictions (including the denial or cancellation of any export or other licence); strike or other labour problem (other than one involving StackOne employees)  or other event outside the reasonable control of the obligated party;

(s) Initial Term: the initial term of Customer’s access to and use of the Service as set forth in the Customer Order(s);

(t) Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

(u) Linked Account: means a connection to the account of an End Customer in a Partner’s tool made via the Service;

(v) Partner: means a third party that provides an online tool used by End Customer;

(w) Partner Applications: means any application owned and operated by a Partner as noted in a Customer Order or otherwise subject to StackOne’s written approval.

(x) Purpose: to connect Partner Applications and the Customer Application via an API to: (a) allow the transfer of End Customer Data from a Partner Application to StackOne and onward to the Customer Application, subject to the terms of this Agreement and DPA; and (b) process and, where applicable, store Customer Data and End Customer Data as specified herein and the DPA.

(y) StackOne Data: any information or data provided by StackOne to Customer as part of the Service, Aggregated Anonymous Data  and any Feedback or suggestions on the Service provided by Customer to StackOne;

(z) Renewal Date: the date on which the Agreement will renew as specified in the Customer Order;

(aa) Renewal Term: has the meaning given in Clause 7.1 of these Terms;

(bb) Service: the SaaS solution purchased by Customer as set forth in the applicable Customer Order and provided in accordance with this Agreement which will include the StackOne Integration(s) Software, Documentation, and all modifications, updates, and upgrades and any derivative works to each thereof.

(cc) Software: means the software developed and maintained by StackOne in order to provide the Service, and all modifications, updates, upgrades and any derivative works to each thereof.

(dd) StackOne Integration(s): means any StackOne API integration made available in accordance with the terms of this Agreement, the purpose of which is to integrate a Partner Application and Customer Application with the Service, for the benefit of Customer and End Customer;

(ee) Start Date: the date for the commencement of the Services as specified in the Customer Order;

(ff) Taxes: any applicable taxes, including without limitation, withholding, sales, use, excise, value-added tax and similar taxes but shall not include taxes based on StackOne’s gross revenue;

(gg) Term: the duration of the then-current Initial Term or Renewal Term(s) of the applicable Customer Order(s);

(hh) Test Linked Account: means a Linked Account which is only used with the Service for testing purposes;

(ii) Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;