Terms and Conditions
BY CLICKING ON THE “STACKSTATE GO” BUTTON, YOU ARE GRANTED THE RIGHT TO USE OUR SOFTWARE FOR FREE SUBJECT TO THESE TERMS AND CONDITIONS. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS RELATING TO YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “STACKSTATE GO” BUTTON AND/OR OTHERWISE INSTALL OR USE THE SOFTWARE.
PLEASE NOTE: if You have an existing, separate agreement with Us in respect of Our products and/or services, these terms and conditions do not supersede such agreement with respect to those products or services.
1. Definitions. “Documentation” means the operating instructions and user manuals provided with the Software and/or available on Our website. “Freemium License” means the license defined in article 2 below restricted to visualising cloud and IT container landscapes, which restriction can be changed at Our sole discretion. “Software” means the object code versions of Our software product currently named ‘StackState’. “Contractual Relationship” means the date You commenced the first login following receipt of the confirmation e-mail containing the activation link sent by Us. “Freemium License Period” means the date as of which You first accept these terms and conditions and for the period of time you keep using the Software directly following such acceptance date. “Use” means use of the Software by You for Your own internal business purposes only. The establishment of several Freemium Licenses by You is not permitted. “Expiration” means the end of the Freemium License and this Agreement which will be activated after fourteen days (two weeks) of non-usage by You of the Software. “We”, “Our” and “Us” means StackState B.V., a Dutch corporation with its principal place of business at Laapersveld 27, 1213 VB, Hilversum, The Netherlands. “You” and “Your” means you, the person or legal entity who is granted a License to Use the Software under these terms and conditions. This Agreement is for the sole benefit of You and Us and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person, including without limitation, any subcontractors, sub-vendors, or anyone designated as a reseller. Your License terminates immediately upon Expiration of this Agreement. Upon termination or Expiration You may license the Products under mutually agreeable terms and conditions.
2. Freemium License. We grant You free of charge a non-exclusive, non-transferrable, non-sub licensable right to Use the Software and Documentation within your legal entity and under these terms and conditions. We retain all rights not expressly granted to You under these terms and conditions. Nothing in, or done pursuant to, this Agreement shall be construed to transfer to You title to any intellectual property rights (including, without limitation, any trademark or copyright) in or to the License or any other software application, or any associated Documentation or training materials, provided to You by Us. Any and all such title and rights shall, at all times, remain with Us. This Agreement does not grant You any right to, and You shall not, (i) decompile, disassemble, or otherwise reverse engineer or attempt to, reconstruct or discover any source code, protocols or underlying ideas or algorithms from the Software by any means whatsoever; (ii) remove any product identification, copyright, or other notices; (iii) provide, lease, rent, resale, sublicense, lend, use, distribute or allow others to use the Software to or for the benefit of third parties; (iv) modify, incorporate into other software, or create a derivative work of any part of the Software, (v) copy or otherwise reproduce or modify the printed Documentation that accompanies the Software, (vi) use the Software as part of a facility management, timesharing, service provider, or service bureau arrangement without express written consent of Us, (vii) do or authorize any third party to do any act which would or might invalidate or be inconsistent with any intellectual property rights of Us (viii) develop any application, product or software that is, in any way similar to the Software or any of the Software’s functionality, any application that is part of the Software or anything that is in development by Us; or (ix) use the Software in any manner that is not authorized by this Agreement or which is contrary to the applicable law.
3. Third party software. For Your convenience We have integrated third party software with Our Software, also called Open Source Software. The Software may contain open source software or similar third-party software (“OSS”) licensed under such OSS’s own applicable license terms. Any such OSS listed under this Agreement is listed only for your convenience and solely for information purposes, and, if licensed, is licensed to you only under the terms set forth in the corresponding Open Source License, which you may find on the Internet at the designated URL, or in the header files of such software. Notwithstanding the foregoing, this Agreement shall not prevent or restrict You from exercising additional or different rights referring to any free, open source code, documentation or materials contained in or provided with the Software in accordance with the applicable free, OSS license for such code, documentation and materials which can be found in the corresponding technical documentation. We are not obligated to provide any maintenance or support for the OSS or any Software that has been modified pursuant to an OSS license. By accepting these terms and conditions, You (i) acknowledge that You have received and read the terms and conditions of the third party software license; and (ii) consent to be bound by its terms and conditions. We accept no liability for OSS.
4. Support. The decision to reply and/or otherwise act on support tickets submitted by You, if at all, remains at Our sole discretion.
6. Warranty and Liability. We warrant that We are entitled to license the Software and Documentation to You. We do not warrant that operation of the Software shall be uninterrupted or “bug” free. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY IMPLIED OR OTHER EXPRESS WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. You acknowledge that the exclusion and limitation of remedies provided under the various provisions of this Agreement are neither unreasonable nor unconscionable and that this allocation of risk was consideration for the other terms and conditions provided herein. Our liability for damages concerning the performance or non-performance by Us in relation to these terms and conditions, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, is limited to an amount of $ 100 USD. In no event shall We be liable for any indirect, incidental, special, punitive or consequential damages, lost data, or lost profits, even if We have been advised to the possibility of such damages.
7. Intellectual Property. Title, ownership rights and all intellectual property rights in and to the Software shall remain the sole and exclusive property of Us and Our licensors. If a third party claims that Your use of the Software infringes any patent, copyright, trademark or trade secret, You shall promptly notify Us thereof. We shall have no liability for any third party claim of infringement based upon Your use of the Software under these terms and conditions. You shall not remove any of the logos, product names or trademarks applied in or on the Software and Documentation. You shall have no right to use any logos, product names or trademarks without the prior written consent of Us or of Our licensors.
8. Term, Termination and Expiration. The License is valid for the Freemium License Period. Any termination of the Freemium License during the Freemium License Period is at Our sole discretion upon a five days’ termination e-mail statement from Us to You. Following the end of this five days’ period, We shall be entitled to delete Your account and the data stored therein. We are under no obligation to provide You with any new or subsequent right to the Software thereafter. Any Termination or Expiration of the License disables the Software and will prevent You from using the Software. We may terminate the License immediately if You breach any of these terms and conditions.
9. Confidentiality. You acknowledge that the Software and Documentation contains valuable trade secrets and confidential information of Us. You warrant that all of the information received by You which is known to be or should be known to be confidential in nature, shall remain secret and be kept confidential by You, unless a legal obligation mandates disclosure of that information whereupon You will provide prompt written notice to Us prior to such disclosure, so that We may seek a protective order or other appropriate remedy. You shall only use confidential information for the purpose for which it has been provided. We may use the contact information, including but not limited to phone numbers and email addresses, and all other information received from You to contact You for sales purposes and as far as this is necessary for the execution of the Software.
10. Miscellaneous. You shall comply with any export control laws. None of these terms and conditions are enforceable by any person or entity who is not a party to it. These terms and conditions constitute the entire agreement between Us and You regarding the Software and Documentation and no amendment to these terms and conditions will be effective unless in writing and signed by both parties hereto. The provisions of these terms and conditions are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, these terms and conditions will be deemed to have effect as if such invalid or unenforceable provision were severed from these terms and conditions. These terms and conditions form the entire agreement (the “Agreement”) between the parties and supersede all prior or contemporaneous oral or written agreements with respect to the Software. These terms and conditions are governed by the laws of the Netherlands, excluding its conflict of law rules and the UN Convention for the International Sale of Goods (CISG). Any dispute regarding these terms and conditions, or disputes arising from these terms and conditions, shall be subject to the exclusive jurisdiction of the court of Amsterdam.