Welcome to Stell Engineering's Terms of Service.
These Terms of Service ("Terms", "Terms of Service") govern your use of our web pages (our "Site") located at Stell-Engineering.com, and the Stell Engineering software as a service offering ("the SaaS Services"), (the SaaS Services and the Site collectively, "Services"), both operated by Stell Engineering, Inc. ("Stell"). These Terms are entered into by and between you ("You" or "Customer") and Stell Engineering, Inc. ("Company," "we," "our," or "us"). Please read these Terms carefully. By accessing and using the SaaS Services, you accept and agree to be bound and abide by these Terms.
Prohibited Activities
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the exports of data software to and from the U.S. or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the requirements set out in these Terms.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other persona or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which as determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real-time activities through the SaaS Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material.
Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of The Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
Attack the SaaS Services or Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempting to interfere with the proper working of the Services.
Intellectual Property Rights
Services and their entire contents, features, and functionality (including but not limited to all information, software, source code, text, displays, and the design, selection, and arrangement thereof, collectively, the "Content") as well as the trademarks, service marks, and logos contained therein (the "Marks") are owned by Stell Engineering Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Stell's Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.
Except as set out in this section or elsewhere in these Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to 407 Sansome Street, San Francisco 94111.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the "Prohibited Activities" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You may contact us directly at anne@stell-engineering.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Services.
Contributions: Stell may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.
You are responsible for what you post or upload. You confirm that you have read and agree with our "Prohibited Activities".
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please contact hello@stell-engineering.com
Your computer may temporarily store copies of such material in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
Our Rights
We have the right, without provision of notice to:
Take appropriate legal action, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorized use of the Services; and
Terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms.
YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT AUTHORITIES.
Third-Party Links and Content
For your convenience, Stell may provide links or pointers to third-party sites or third-party content. We make no representations about any other websites or third-party content that may be accessed from the SaaS Services. If you choose to access any such sites, you do so at your own risk. We have no control over the third-party content or any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), STELL SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS ARISING OUT OF CUSTOMER'S USE OF THE SITE, EXCEED $100; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS ARISING OUT OF CUSTOMER'S USE OF THE SITE, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Except where such exclusions are prohibited by law, in no event shall the company nor its respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable under these Terms to you or any third-party for any consequential, indirect, incidental, exemplary, special, or punitive damages whatsoever, including any damages for business interruption, loss of use, data, revenue or profit, cost of capital, loss of business opportunity, loss of goodwill, whether arising out of breach of contract, tort (including negligence), any other theory of liability, or otherwise, regardless of whether such damages were foreseeable and whether or not the company was advised of the possibility of such damages.
Customer Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms, your use of the Services including, but not limited to, third-party sites and content, any use of the Services other than as expressly authorized in these Terms or any use of any goods, digital products and information purchased from Company.
Restrictions and Responsibilities
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
Termination
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Privacy Policy
Your provision of personal information through the Services is governed by our Privacy Policy.
SaaS Terms
Governing Law
These Terms will be governed by and construed in accordance with the laws of the State of California and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to the Services and/or under these Terms will be instituted in the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list.
Analytics
We may use third-party Service Providers to monitor and analyze the use of the Site or the SaaS Services.
Amendments To These Terms
We may amend Terms at any time by posting the amended terms in the SaaS Services. It is your responsibility to review these Terms periodically. Your continued use of the SaaS Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you. By continuing to access or use the Services, you agree to be bound by the revised terms.
Waiver And Severability
No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
To the extent that you have ordered the Company's SaaS Services, the following terms shall also apply:
Fees
You will pay Company the then applicable fees described in your Sales Order for the Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service capacity set forth on the Sales Order or otherwise requires the payment of additional fees (per the terms of these Terms), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to You (which may be sent by email). If You believes that Company has billed You incorrectly, You must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.
Confidentiality
Each of You and Company (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public data provided by You to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) can be shown by contemporaneous documentation was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
You own all right, title and interest in and to the Customer Data and to output data generated by the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect and analyze, and shall own, data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, data regarding Your use of the Services, such as metadata, logs, system-performance metrics, usage analytics, machine learning, and other data generated by or inherent to the operation of the Services, but specifically excluding Customer Data itself), and Company will be free (during and after the term hereof) to (i) use such information and data, in its aggregated or de-identified form, to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Warranties
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Artificial Intelligence / Machine Learning
The Services include artificial intelligence models. While Company strives for accuracy and quality of output data generated by the Services, Company cannot and does not guarantee that output data are error-free. Output data are provided "as-is" and without any warranties or guarantees of accuracy. Customer acknowledges and agrees that it retains responsibility for verifying the accuracy of output generated by the Services.
Company Indemnification
Company will defend You against any third party claim, suit or proceedings against you alleging that the use of the Services infringes any United States patent right, and will pay any finally awarded damages, reasonable attorney's fees and costs, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by Company, (iv) combined with other software or hardware products, processes or materials, if the Services or use thereof would not infringe but for such combination, (v) where you continue the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Services is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain a license to continue using the Services for you, or (c) if neither of the foregoing is commercially practicable, terminate these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Services.
Additional Customer Responsibilities
Customer (a) will keep its account passwords confidential; (b) is primarily responsible for activity in the Services accounts when accessed using Customer's login credentials; (c) will notify Company promptly of any unauthorized access to its Services accounts of which Customer becomes aware; and (d) is responsible for the content and configuration of Customer Data, as uploaded or submitted to the Services.
Data Access Upon Termination
Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company will delete stored Customer Data.
Miscellaneous
Stell may include your name and logo in sales and marketing materials, in accordance with any branding guidelines provided by You. These Terms is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.