IMPORTANT - READ THIS STX CLOUD AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE CONTINUING REGISTRATION. BY CLICKING THE "I ACCEPT" BUTTON YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.
This STX Cloud Agreement (this “Agreement”) is between the registering customer (“you or “your”) and STX Beacon, LLC, DBA STX Software ("STX", "Company", “our”, or "we"). Under this Agreement you are provided with software as a service (“SaaS”), which consists of remote access and use of the STX Cloud software application (the “Application” or “STX Cloud”), solely for your internal business operations and subject to the terms of the Agreement.All services provided to you under this Agreement, including your access to STX Cloud, are collectively referred to here in as the “Services”.
This Agreement incorporates by reference all Terms of Use as provided on our website(s), which further govern your access to and use of the Services and any content, functionality and services offered on or through such website(s). We may revise and update the Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes.
The Services are offered and available to users who are 18 years of age or older. By accepting this Agreement, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
STX charges for the Services on a per-month basis. The pricing schedule for the Services is specified on our website or in the acceptance process for this Agreement.
Introductory or reduced fee pricing that requires a multiple term commitment will be outlined specifically in the initial invoice and/or contract, otherwise all subscriptions are assumed to be on a per-month basis. In the case of a multiple term commitment, the entire subscription remainder will be due in case of premature cancellation initiated by you.
When you open a new account and begin to pay fees and any other charges for the use of the Services any such fees and charges you pay for the use of the Services are not refundable. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
We reserve the right to revise the Services, and any content, functionality and services we provide on or through the Services, in our sole discretion without notice. From time to time, for maintenance or other necessity we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.
You are responsible for:
To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on and to the Services is correct, current and complete. You agree that all information you provide to register for the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security by sending an email to info@stxsoftware.com or calling 800-766-4778. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any legitimate business reason, including if, in our opinion, you have violated any provision of this Agreement or the Terms of Use.
The contents, features, and functionality made available through the Services, including but not limited to all information, software, text, displays, data, logos, marks, designs, graphics, pictures, video, audio, other files, and the design, selection and arrangement thereof, is termed “Content”. Content provided by you or any user of the Services is called “User Content”. User Content is the property of the user who submits that UserContent.
Other than User Content, the Services, all Content and all software available on the Services or used to create and operate the Services are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
For as long as all applicable subscription fees and other charges are current, you have a nonexclusive, non-assignable, revocable, limited right to use the Services solely for your internal business operations and subject to the terms of this Agreement. You cannot assign, transfer, sub-license, resell or otherwise make the Services available for use (except by your authorized users) by any other person or entity, without the prior written consent of STX.
You acknowledge that the Services are provided to you through online cloud access, and that STX has no software delivery obligation and will not transmit copies of any software to you as part of the Services. You agree that you do not acquire any license or right to use any STX products or properties in excess of the scope and/or duration of the Services. Upon the end of the Services term, your right to access or use the Services shall terminate.
This Agreement also grants you a limited, revocable, non-exclusive, non- sublicensable right to access the Services to view, copy and print the portions of the Content available to you through the Services, solely for your internal business purposes. If we provide desktop, mobile or other applications for download incident to the Services, you may download a single copy to your computer or mobile device solely for your internal business use, provided you agree to be bound by our end user license agreement for such applications. If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services, or use the Services or the Content other than for their intended purpose.
Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. You represent and warrant that your use of the Services and the Content will be consistent with this Agreement and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
The Company name, the terms STX Software and STX Cloud, the STX Software and STX Cloud logos and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans used on or in or as a part of the Services are the trademarks of their respective owners.
You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:
In order to use the Services, you will need to contribute various User Content such as data about your customers, appointment data, and various other data. You may also elect to post User Content on the Services in other ways, potentially including message boards, chat rooms, personal web pages or profiles, customer support areas, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") User Content on or through the Services.
We do not claim any ownership interest in your User Content, but we do need, and you grant us, the right to use your User Content to the degree necessary to operate and provide the Services, now and in the future. By providing any User Content on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the non-exclusive, royalty-free, transferable right to use, reproduce, modify, perform, display, distribute, publish, modify, adapt, translate, create derivative works from, and otherwise disclose to third parties any such User Content for any purpose to the degree necessary to operate and provide the Services.
You represent and warrant that: You own or control all rights in and to the User Content and have the right to grant the rights granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and all of your User Content does and will comply with this Agreement and will not violate any rights of or cause injury to any person or entity. All User Content must comply with the Content Standards set out in the Terms of Use. We are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Services.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE OR THE APPLICATION, OR ON ANY WEBSITE LINKED TO THIS WEBSITE OR TO THE APPLICATION.
YOUR USE OF THE SERVICES AND ITS CONTENT IS AT YOUR OWN RISK. THE SERVICES AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES AND ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR APPLICATION OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OBTAINED BY YOU THROUGH THE WEBSITE AND APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE OR APPLICATION, ANY WEBSITES LINKED TO EITHER THE WEBSITE OR APPLICATION, ANY CONTENT ON THE WEBSITE OR APPLICATION OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATION OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THEN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE TOTAL AMOUNT YOU PAID FOR SERVICES IN THE SIX-MONTH PERIOD PRIOR TO THE INCIDENT GIVING RISE TO YOUR CLAIM OF LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, 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 violation of this Agreement or the Terms of Use, or your use of the Services, including, but not limited to, your User Content, any use of the Website's or Application’s content, services and products other than as expressly authorized in this Agreement or the Terms of Use.
Services provided under this Agreement are provided on a subscription basis. All paid Services months are collectively defined as the “Services Term.” The Services Term ends at the end of the last month for which you have paid for Services, or when terminated sooner by the Company for your nonperformance or violation of any term herein. At the end of the Services Term, all rights to access or use the Services shall cease.
At the end of the Services Term, the Company will delete all your account data, unless arrangements are made, and paid for, by you for the Company to retain or transfer any such data.
Provisions that survive termination or expiration of the Agreement are those relating to ownership of intellectual property, limitations of liability, indemnity, payment, and others which by their nature are intended to survive.
All matters relating to this Agreement, the Services, and the Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non- contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERMS OF USE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver of by the Company of any term or condition set forth in this Agreement 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 the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement 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 the Agreement will continue in full force and effect.
This Agreement constitutes the sole and entire agreement between you and STX Beacon, LLC with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.
You consent to receive communications from the Company electronically. We will communicate with you primarily by e-mail or through your cloud-based Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
The Uniform Computer Information Transactions Act does not apply to the provision of the Services.