Last Updated: March 01, 2023
If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at email@example.com.
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
Hopstack, Inc. has developed a state of the art software and services that enables and makes efficient the logistical handling, shipping, and receiving of products and inventory. Hopstack offers (a) a comprehensive Warehouse Operating System (“WMS” or “Platform”) that helps warehouse managers with improving and optimizing the inbound, storage, and outbound processes; and (b) comprehensive analytics and reporting modules that empower warehouse managers and administrators to delve deeper into the performance of individual associates, stations, warehouses, and warehouse networks (“Services”).
Upon a successful Registration, as defined in our Terms of Service, all our Users receive and are allowed to access a dedicated and customized link to Platform in the form “www.username.hopstack.io” (each a "User Platform" or “User Website”). Such User Websites are accessible only by (a) Hopstack, (b) Hopstack employees, consultants, officers, managers, directors and agents, (c) User, and (d) User’s officers, employees, managers, directors, and agents specifically allowed by the User to access and use the User Website (“Authorized Users”).
To be eligible to use our Website, User Website, App or Platform, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website, User Website, App or Platform, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website, User Website, App or Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website, User Website, App or Platform; (h) are not located in a country that is subject to a U.S. government embargo, or designated by the U.S. government as a “terrorist supporting” country; (i) are not listed on any U.S. government list of prohibited or restricted parties; and (j) if using our Apps downloaded from an App Distributor (as defined in Section 8(a)), you are in compliance with applicable third-party terms of agreement with the App Distributor when using the mobile application.
We may include the use of our proprietary software (“Software”) for use in connection with our Services. If such Software is accompanied by an End User License Agreement (“EULA”), the terms of the EULA will govern the use of the Software. If the Software is not accompanied by a EULA, then we agree to grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Software, Website, User Website, App or Platform to: (a) download, install, and use our App for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your mobile device our Website, User Website, App or Platform and content made available in or otherwise accessible through our Website, User Website, App or Platform, strictly in accordance with this Agreement.
You will not use, copy, adapt, modify, prepare derivative works based upon our Website, User Website, App or Platform, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website, User Website, App or Platform, except as expressly permitted in this Agreement. When using and accessing our Website, User Website, App or Platform, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE, USER WEBSITE, APP OR PLATFORM. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO HOPSTACK FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE, USER WEBSITE, APP OR PLATFORM.
We have and will retain sole control over the operation, provision, maintenance, and management of the (a) Website, User Website, App or Platform; and (b) the Services. We will determine in good faith the selection, deployment, modification, support, maintenance, repair upgrades, updates, corrections, repairs and replacement of the Website, User Website, App or Platform and Services; provided, however, that we will not modify the Website, User Website, App or Platform or Services to remove any material features and will not modify any feature used by Users without User’s prior written consent. We have the right to review and monitor the use of the Website, App and Services by you and to ensure compliance with the terms of this Agreement. You have and will retain sole control over all data and other content that is collected, downloaded, or otherwise received, directly or indirectly from you by or through the Website, User Website, App or Platform, and information reflecting the access or use of the Website, User Website, App or Platform by or on your behalf and personal information about your employees and contractors including business title, place of business, business email, etc. except as set forth herein or in other applicable terms (“User Data”).
You agree that our Platform, including but not limited to the Website, App, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Hopstack and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, User Website, App or Platform, in any manner, and you will not exploit our Website, User Website, App or Platform in any unauthorized way whatsoever, including but not limited to, using our Website, User Website, App or Platform to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Website, User Website, App or Platform in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Website, User Website, App or Platform.
You acknowledge and agree that our Website, App, and Platform are provided for your use. Except to the extent necessary to access and use our Website, User Website, App or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website, User Website, App or Platform, whether expressly, by implication, estoppel, or otherwise. Hopstack and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website, App, and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
As a condition to access our Website, User Website, App or Platform, you agree to this Agreement and to strictly observe the following:
You understand and agree that you may receive information and push notifications from Hopstack via email, our App, text message on your mobile device, or calls to your mobile number. You hereby consent to receive communications via email, our App, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not Hopstack.
You agree to indemnify, defend, and hold Hopstack and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Hopstack and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
Your access to and use of our Website, App, and Platform or any content are at your own risk. You understand and agree that our Website, App, and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website, User Website, App or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website, User Website, App or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website, User Website, App or Platform; and (iv) whether our Website, User Website, App or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website, User Website, App or Platform, will create any warranty or representation not expressly made herein.
HOPSTACK DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR WEBSITE, USER WEBSITE, APP OR PLATFORM, BUT HOPSTACK WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL HOPSTACK BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND HOPSTACK SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.
You acknowledge and agree that, in no event will Hopstack be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website, User Website, App or Platform, including, without limitation, any information made available through our Website, User Website, App or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website, User Website, App or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Hopstack may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Hopstack’s liability will be the minimum permitted under applicable law.
If you believe that any content on our Website, App, or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.
Hopstack’s Copyright Agent to receive DMCA Takedown Notices is Vivek Singh, firstname.lastname@example.org, at Hopstack, Attn: DMCA Notice, 5900 Southwest Parkway, Bldg 5Suite 520, Unit 204 Austin,Texas 78735. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Hopstack in connection with the written notification and allegation of copyright infringement.
This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website, User Website, App or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website, User Website, App or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our Services are acquired by or on behalf of any agency not within the US Department of Defense (“DOD”), our services are subject to these Terms in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our Services are acquired by or on behalf of any agency within the DOD, our Services are subject to these Terms in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website, User Website, App or Platform by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Website, User Website, App or Platform shall constitute your consent to such changes.
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Hopstack to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Hopstack.
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 25.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH HOPSTACK AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Hopstack agree (a) to waive your and Hopstack’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website or App, resolved in a court, and (b) to waive your and Hopstack’s respective rights to a jury trial. Instead, you and Hopstack agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
You and Hopstack agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Hopstack shall be sent by certified mail or courier to Hopstack, Attn: Gaurav Saraf, 5900 Southwest Parkway, Bldg 5Suite 520, Unit 204 Austin,Texas 78735. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Hopstack account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Hopstack cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Hopstack may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND HOPSTACK AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR HOPSTACK WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND HOPSTACK WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Hopstack agree that (a) any arbitration will occur in Austin, Texas, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: HOPSTACK, RE: OPT-OUT, 5900 Southwest Parkway, Bldg 5Suite 520, Unit 204 Austin,Texas 78735. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 24.