Terms

1. ACCEPTANCE OF OUR TERMS OF SERVICES

These Terms of Services (“Agreement”) govern your use of the services, theme templates, tools, solutions and software (collectively “Services”) made available through www.stackbit.com (the “Site”), and each website or project (“Project”) you build and deploy using the Services is governed by the Single Project License Agreement (“Project License”) at www.stackbit.com/license. A copy of the Project License will be included in the Project source files, and you agree not to delete or remove such license and any proprietary notices included in Project source files.

By creating an account or using the Services, you signify your acceptance of this Agreement and the terms of the Project License. The Agreement constitutes a binding and enforceable legal contract between Stackbit Inc., a Delaware corporation (“Stackbit”, “us” or “we”) and you (“user” or “you”). If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement on behalf of that entity and representing that you have the authority to bind such entity to this Agreement, in which case the terms “user” or “you” will refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Services. The Site and the Services are also subject to Stackbit’s Privacy Policy found at www.stackbit.com/license. Finally, some software available through the Services may contain open source or third party software, which may have additional terms and restrictions regarding such software’s use.

2. FREE AND PAID PLANS

A description of the available Free and Paid Plans is available at https://www.stackbit.com/pricing. The Free and Paid Plans are subject to change from time to time, but such changes will apply only to Projects deployed thereafter.  Any Project deployed prior to such change will continue to enjoy the same plan terms applied to that Project historically (including free or beta terms, if applicable).

3. ELIGIBILITY

In order to use our Services and the Site, there are certain conditions you need to meet. You represent and warrant that:

• You are at least thirteen (13) years of age and possess the legal authority, right and freedom to enter into the Agreement and to form a binding Agreement, for yourself or on behalf of the person or entity committed by you to the Agreement;

• You have not previously been suspended or removed from the Site; and

• Your use of the Services is in compliance with any and all applicable laws and regulations.

4. REGISTRATION

To use the Services, you must provide Stackbit with a valid email address and other information. As an account holder, you will choose a password and account designation during the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Stackbit in writing of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Stackbit cannot and will not be liable for any loss or damage arising from unauthorized use of your password credentials. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services registration form, and (b) maintain and promptly update such registration data to keep it accurate and current. If you provide any information that is untrue, inaccurate, not current or incomplete, or Stackbit has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Stackbit has the right to suspend or terminate your account and refuse use of the Services.

5. OUR SERVICES

Our Services offer a user the ability to easily create sophisticated and well-designed websites or projects combining any Theme, Site Generator and CMS without complicated integrations. For each Project you initiate via our Services, Stackbit grants you the limited, non-exclusive, non-transferable and non-sublicensable, right to access and use the Services to build and assemble the Project, subject to the terms and conditions of this Agreement. Stackbit shall own and retain all right, title and interest in and to the Services, the Themes and related software, all improvements, enhancements or modifications thereto, including any improvements or develops added in response to feedback and suggestions You may provide about the Services, and all intellectual property rights related to any of the foregoing. Except for the limited access rights expressly granted in this paragraph, You obtain no rights to the Services or Themes by implication, estoppel or otherwise. Stackbit shall have the right to collect and analyze data relating to your use of the Services and Stackbit will be free to use such data to improve and develop its products and services and to share such data in aggregate or other de-identified form with its business partners.

6. CONTENT

Your Content

By posting or uploading content, themes, information, data, comments, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”) to this Site, you are granting Stackbit a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your Content, in order to provide its Services. You will retain ownership of your Content. By posting and publishing your Content, you represent and warrant that you have all third party approvals to provide the Content for use by Stackbit and that your Content, does not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party. You agree to defend, indemnify, and hold harmless Stackbit and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your Content.

Content of Others

The user, and not Stackbit, is entirely responsible for all Content that user uploads, posts, transmits or otherwise makes available via the Services. Stackbit does not control the Content posted or available via the Services by others, and as such, Stackbit does not guarantee or warrant the accuracy, integrity or quality of such Content, or its suitability for use. Under no circumstances will Stackbit be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Services. You acknowledge that Stackbit does not pre-screen Content, but that Stackbit and its designees shall have the right (but not the obligation) in their sole discretion to refuse, move or delete any Content that is available via the Services. Without limiting the foregoing, Stackbit and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable in Stackbit's sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Stackbit or submitted to Stackbit. You acknowledge and agree that Stackbit may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Stackbit, its users and the public. You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7. TERM AND TERMINATION

7.1 Term. The term of the Agreement will commence as of the Effective Date and will continue until all Orders and/or SOWs have expired or been terminated, unless sooner terminated as provided. Unless the Order and/or SOW provides otherwise, each Order will automatically renew for successive one (1) year terms unless either party provides notice of non-renewal no less than thirty (30) days prior to the end of the then-current term of such Order or SOW.

7.2 Termination. Either party may terminate this Agreement and/or an Order if the other party commits a material breach which is not cured within thirty (30) days after written notice. Either party may terminate this Agreement without cause upon thirty (30) days' written notice; provided however that such termination will not be effective until all Orders and/or SOWs have expired.

8. RULES AND OBLIGATIONS FOR USE OF OUR SERVICES

You agree that you will not:

(a) rent, lease, loan, export or sell access to the Services to any third party; (b) interfere with, disrupt, alter, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services; (c) utilize any framing techniques with respect to our Site or the Services to enclose our trademark or service mark or the content of our Site or use any meta tags or other “hidden text” utilizing our trademarks or service marks or content without our prior written consent; (d) introduce software or automated agents or scripts into the Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Services; (d) store any of the Services (including any portion of the software or documentation) on any computer or other device; (e) impersonate any person or entity, including, but not limited to, a Stackbit official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (f) perform any benchmark tests or analyses relating to the Services without written permission of Stackbit; or (g) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; (h) use the Services to upload, post, or transmit unsolicited commercial email or ”spam”; (i) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (j) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (k) intentionally or unintentionally violate any applicable local, state, national or international law; (l) use the Services as a forwarding service to another website; (m) solicit passwords or personal identifying information for commercial or unlawful purposes from other users; (n) exceed the scope of the Services that you have signed up for; for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing other people’s comments or content; and (o) make any automated use of the Service or the Site. If any user is reported to be in violation with the letter or spirit of these terms, Stackbit retains the right to disable and terminate such account immediately without notice.

9. THIRD PARTY SERVICES AND WEBSITES

Our Services enable you to engage and procure certain third party services, products and tools for enhancing your website(s) and your overall user experience. The Site contains links to third-party websites and providers of tools. However, such linked websites and services are not under Stackbit’s control, and Stackbit is not responsible for the content, software, tools or services of these third parties.

You acknowledge and agree that regardless of the manner in which such third party tools and services may be offered to you (bundled or integrated within certain of our Services), Stackbit merely acts as an intermediary platform between you and such third party providers, Stackbit does not in any way endorse third party tools and services, and Stackbit shall not be in any way responsible or liable with respect thereto. Stackbit will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any third party providers of tools and services.​Any and all use of such third party tools and services shall be done solely at your own risk and responsibility, and will be subject to separate legal and financial terms governing such third party tools and services, which you are encouraged to review before engaging with them.

10. INDEMNITY

You agree that you will be responsible for your use of the Services, and you agree to defend, indemnify, and hold harmless Stackbit and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Stackbit Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your Content or Projects you create using the Services, including any claim of that your Content or Projects you create infringe, violate or misappropriate any third-party rights including intellectual property right, publicity, confidentiality, property or privacy right; or (ii) your violation of this Agreement, or any agreements or policies referenced herein, or any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

11. DISCLAIMERS; NO WARRANTIES

THE SITE, ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SITE, AND ALL THEMES OR PROJECTS CREATED USING THE SERVICES, ARE OFFERED “AS IS” AND WITHOUT WARRANTY, AND STACKBIT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE SITE, THE CONTENT AND SERVICES AVAILABLE THROUGH THE SITE, AND ALL THEMES OR PROJECTS CREATED USING THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.

12. LIMITATION OF LIABILITY

YOU AGREE THAT STACKBIT’S AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, LIABILITIES, OR DAMAGES IN CONNECTION WITH THE SERVICES, PROJECTS, THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER AS A RESULT OF CONTRACT BREACH, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, IS LIMITED TO NO MORE THAN THE TOTAL AMOUNT OF FEES PAID BY YOU TO STACKBIT UNDER THIS AGREEMENT, OR $100, WHICHEVER IS GREATER. IN ADDITION, STACKBIT WILL IN NO EVENT BE LIABLE IN ANY EVENT FOR LOST PROFITS, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OR LOSS OF DATA OR CONTENT.

13. CONSENT TO ELECTRONIC COMMUNICATION

Notices to you may be made via either email or regular mail. The Services may also provide notices of changes to the Agreement or other matters by notices provided in your account via the Services. By using the Services, You consent to receiving certain electronic communications from Stackbit and agrees that any notices, agreements, disclosures, or other communications that Stackbit sends to You electronically (including notices sent to your account via the Services) will satisfy any legal communication requirements, including that such communications be in writing.

14. CONTRACT REVISIONS

Stackbit may make revisions to this Agreement by providing written or electronic notice to User or via the Services. Such revisions to this Agreement will be binding upon You and shall apply to

(a) to all new Services selected or procured by You after such notice, (b) to all Projects deployed after such notice, (c) to continuing Services upon automatic renewal of such Services after such notice, or such earlier time as You affirmatively accepts the modified terms.

15. GENERAL

The Agreement and the relationship between You and Stackbit shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Stackbit agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco, California. The failure of Stackbit to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement, together with each Single Project License Agreement with the use, constitutes the entire agreement between you and Stackbit and governs your use of the Services, superseding any prior agreements between you and Stackbit (including, but not limited to, any prior versions of the Agreement). If any provision of the Agreement or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

16. CONTACT INFORMATION

The Services are offered by Stackbit Inc. You may contact us by emailing us at support@stackbit.com. If you are a California resident, you may have this Agreement mailed to you electronically by sending a request for this Agreement through the email above.