THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S RECEIPT, ACCESS TO, AND USE OF AIRFRAME SOFTWARE (AS DEFINED BELOW) PROVIDED BY CORE STACK LLC ("Core Stack"). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING AIRFRAME THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) DOWNLOADING OR INSTALLING AIRFRAME THROUGH A PROCESS THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BUTTON OR CHECKING A BOX THAT INDICATES ACCEPTANCE, THE INDIVIDUAL ACCEPTING THIS AGREEMENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.
Core Stack is the owner and provider of AirFrame, an installable software application for product teams ("AirFrame" or the "Software"). AirFrame is designed to be installed and operated on Customer's own computer systems under a subscription licensing model. Anything Customer (including Users) creates, stores, or otherwise generates through AirFrame is considered "Customer Data." Customer is solely responsible for the legality, reliability, integrity, accuracy, and quality of Customer Data.
Subject to the terms of this Agreement, Customer may purchase a subscription license to install and use AirFrame as specified in one or more ordering screens agreed to by the parties through Core Stack's website that reference this Agreement and describe the business terms related to Customer's license ("Order(s)"). All licenses are subscription-based for the period described on the applicable Order.
Core Stack owns AirFrame, Core Stack Content, Documentation, and anything else provided by Core Stack to Customer (collectively the "Core Stack Materials"). Core Stack retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Core Stack Materials, all related and underlying technology and any derivative works or modifications of any of the foregoing, including any feedback provided by Customer.
Customer is responsible for ensuring their computer systems meet the minimum system requirements for AirFrame as specified in the Documentation. Customer is also responsible for proper installation, configuration, and maintenance of AirFrame on their systems. AirFrame requires internet connectivity for license validation, updates, and certain features. Core Stack may provide installation support as part of customer support services.
(a) Active Subscription Required: Continued use of the Software requires an active, paid subscription managed through Core Stack's payment processor.
(b) License Validation: The Software may periodically connect to Core Stack servers to validate subscription status and deliver updates.
(c) Internet Connectivity: The Software requires internet connectivity for license validation and may not function without it.
Customer is responsible for all activity related to the Software installation and use on their systems. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.
Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy (except for backup purposes) or create derivative works based on AirFrame, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of AirFrame, except as expressly permitted by applicable law, (c) sell, sublicense, transfer, assign, or otherwise dispose of AirFrame or any rights therein, (d) remove or alter any proprietary notices on AirFrame, (e) use AirFrame to violate any applicable laws or regulations, or (f) use AirFrame in any way that could damage, disable, overburden, or impair Core Stack's infrastructure.
(a) Included Updates: Active subscriptions include Software updates, maintenance releases, and bug fixes.
(b) Update Delivery: Updates may be delivered automatically through the Software or require manual installation.
(c) Compatibility: Customer is responsible for ensuring system compatibility with updates.
(d) Update Requirements: Some security or licensing updates may be required to maintain subscription access.
AirFrame may integrate with or work together with third party products, services or applications that are not owned or controlled by Core Stack (e.g., databases, operating systems) ("Third-Party Applications") and Customer, at its sole option, may choose to use such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer's use of such Third-Party Applications, and that the provider of any Third-Party Application may require Customer to accept its own terms and conditions.
Customer will pay for the Software subscription as set forth on the applicable Order ("Fees"). All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. All subscription fees are billed in advance for each subscription period.
Core Stack, through its third-party payment processor Paddle ("Payment Processor") will charge Customer for the Fees via credit card or other payment methods accepted by the Payment Processor, pursuant to the payment information provided by Customer. Payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement.
(a) Cancellation Rights: Customer may cancel their subscription at any time through their account dashboard or by contacting Core Stack support. Cancellation prevents automatic renewal but does not terminate the current subscription period.
(b) Refund Policy: Subscription fees are generally non-refundable, including when subscriptions are cancelled. However, Core Stack may, in its sole discretion, provide refunds in exceptional circumstances.
AUTOMATIC RENEWAL: Your subscription will automatically renew for successive periods of the same duration unless you cancel before the renewal date. You will be charged the then-current subscription rate. You may cancel your subscription at any time to prevent future renewals.
Core Stack may modify its subscription rates for future subscription periods by providing at least thirty (30) days advance written notice to Customer.
Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
Subscriptions commence on the start date stated on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. This Agreement will become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period stated on the Order along with any renewals of the Subscription Period ("Term").
Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party's receipt of such notice. Customer may terminate this Agreement at any time by canceling their subscription as described in Section 4.3.
If Customer terminates this Agreement because of Core Stack's uncured breach, Core Stack will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Core Stack terminates this Agreement because of Customer's uncured breach, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination.
Sections titled "Core Stack's Ownership", "Third-Party Applications", "Payment Obligations", "Term and Termination", "Warranty Disclaimer", "Limitation of Liability", "Confidentiality", "Data" and "General Terms" will survive any termination or expiration of this Agreement.
Customer represents and warrants that all Customer Data created through use of the Software complies with all applicable laws, rules and regulations.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SOFTWARE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CORE STACK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CORE STACK DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CORE STACK WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON INSTALLATION, USE OF, OR INABILITY TO USE THE SOFTWARE, OR (C) ANY DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical or financial information relating to the Disclosing Party's business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the "Confidential Information" of the Disclosing Party).
The Receiving Party will (a) protect the Disclosing Party's Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, or other service providers who need to know such information in connection with this Agreement, and (c) not use or disclose the Confidential Information for any purpose other than to fulfill its obligations under this Agreement.
Customer may from time to time provide suggestions, comments, or other feedback with respect to the Software ("Feedback"). Customer hereby grants to Core Stack and Core Stack's assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback without restriction and without any obligation or compensation to Customer.
Customer retains all right, title and interest in and to the Customer Data created through use of the Software. Since the Software operates locally on Customer's systems, Customer has full control over its Customer Data and is solely responsible for backup, security, and protection of such data.
Customer acknowledges that the Software operates locally on Customer's systems and that Core Stack does not store, access, or process Customer Data. Core Stack only collects and processes subscription-related information (such as payment data, contact information, and subscription status) through its payment processor for billing and license management purposes. Customer is responsible for implementing appropriate technical and organizational measures to protect Customer Data on their systems.
Customer acknowledges that the Software may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC). Customer agrees to comply with all applicable export laws and will not export, re-export, or transfer the Software to prohibited countries, entities, or individuals without appropriate government authorization.
Core Stack may provide updates to the Software and technical support services as part of active subscriptions. The availability and terms of such updates and support may be specified in separate agreements or documentation.
Customer may not assign, transfer, or delegate this Agreement or its rights hereunder without Core Stack's prior written consent, and any attempt to do so without such consent shall be void. Core Stack may assign this Agreement without consent, including to affiliates or in connection with a merger, acquisition, or sale of assets.
All notices required or permitted under this Agreement must be in writing and delivered to the addresses specified in the Order or Customer's account information. Email notices to Customer are effective when sent to the email address associated with Customer's account. Notices to Core Stack must be sent via email to legal@corestack.com.
Core Stack will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Core Stack, which may include strikes, shortages, riots, fires, acts of God, war, terrorism, governmental action, pandemics, cyber attacks, and supply chain disruptions.
Core Stack may modify the terms of this Agreement for future subscription periods by providing at least thirty (30) days advance notice and posting such changes at https://corestack.com/terms.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
This website is operated by Core Stack LLC. If you have any questions about these Terms of Use, please contact us at: info@corestackllc.com.