This Agreement is between you, your principal, and/or your employer (“you” or “User”) and Stonehenge Technology Labs (“Stonehenge,” “we,” or “us”) concerning your use of Stonehenge’s website, applications, account, product, service, or other property (collectively “Services”). All rights not expressly granted to you are reserved by Stonehenge.
Use of Stonehenge Services is subject to
1. Acceptance of Stonehenge’s Privacy Notice available at Privacy Notice
2. Acceptance of Stonehenge’s Data Use & Protection Agreement available at Data Use & Protection Agreement
If you accept or agree to this Agreement on behalf of a company, organization, or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Please read and review both this Agreement, the Privacy Notice, and the Data Use & Protection Agreement before engaging in Stonehenge’s Services. If you do not agree with or wish not to accept the terms of this Agreement, Stonehenge’s Privacy Notice, or Stonehenge’s Data Use & Protection Agreement, then please do not use Stonehenge’s Services. By using our Services or otherwise accepting this Agreement and the associated Privacy Notice and Data Use & Protection Agreement, you agree to be bound by this Agreement, the Privacy Notice, and the Data Use & Protection Agreement and represent you satisfy all of the eligibility requirements below.
You acknowledge and agree that you will provide at your own cost and expense the equipment, Internet or other connection charges, required to access and use the Services. Stonehenge makes no warranty that our Services can be accessed on all personal computers, smartphones, tablets, or other devices (each a “Device”), by means of any specific Internet or other connection provider, or in all countries.
BINDING ARBITRATION AND CLASS ACTION WAIVER provisions apply to you if you are domiciled in and/or acquired and use Stonehenge’s Services in the United States. These provisions may also apply to you if you are domiciled in and/or acquired and use Stonehenge’s Services from outside the United States. See JURISDICTION AND APPLICABLE LAW below for details.
Initial Dispute Resolution: Stonehenge’s Customer Support department is available via email@example.com to address any concerns you may have regarding our Services. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the paragraph above, then either party may initiate binding arbitration as the sole means to formally resolve claims, subject to the terms set forth below. Specifically, all claims arising out of, or relating to this Agreement (including its interpretation, formation, performance, and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, as appropriate, excluding any rules or procedures governing or permitting class actions. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the “FAA”) shall apply to the interpretation, applicability, enforceability, and formation of this Agreement notwithstanding any other choice of law provision contained in this Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Location: Arbitration will take place in Delware.
Class Action Waiver: The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND STONEHENGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.
30 Day Right to Opt Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the “Binding Arbitration,” “Location”, and “Class Action Waiver” paragraphs above by sending written notice of your decision to opt-out to the following address: Stonehenge Technology Labs, Inc. 6702 West Braebourne Drive Bentonville, Attn: Legal. The notice must be sent within 30 days of accessing our Services; otherwise you shall be bound to arbitrate disputes in accordance with the terms outlined above. If you opt-out of these arbitration provisions, Stonehenge also will not be bound by them.
Changes to this Section: Stonehenge will provide 60-days’ notice of any changes herein. Changes will become effective on the 60th day and will apply prospectively only to any claims arising on or after the 60th day.
You are contracting with Stonehenge Technology Labs, Inc. 6702 West Braebourne Drive Bentonville, and any claims arising out of this Agreement (including interpretation, claims for breach, consumer protection, unfair competition, tort, and all other claims) shall be governed and interpreted in accordance with the laws of the State of Delaware and the laws of the United States applicable therein without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Delaware with respect to any dispute or claim arising out of or in connection with the Agreement that any arbitrator or court determine not to be arbitrable.
If you acquired and use our Services outside the United States, then you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable, and you expressly indemnify and hold harmless Stonehenge from any and all claims, loss, injury, damage, or costs arising from your use of the Product to the extent permitted by applicable law. No warranty or representation is made by Stonehenge that our Services or any use of the Services outside of the United States complies with any applicable local law. Further, your use of the Services and all claims arising out of or related to the Services or this Agreement will, to the extent permitted under applicable law, be subject to the laws of theState of Delaware, without reference to conflict of laws principles and you consent to the jurisdiction of the courts of the State of Delaware.
To the fullest extent permitted by applicable law, if any user outside of the United States is entitled to commence and/or participate in legal proceedings within the United States, then that user agrees to be bound by the BINDING ARBITRATION AND CLASS ACTION WAIVER provisions above.
FOR FULL DETAILS ABOUT HOW STONEHENGE COLLECTS, STORES, AND USES PERSONAL AND OTHER INFORMATION, PLEASE SEE THE PRIVACY NOTICE AND DATA USE & PROTECTION AGREEMENT. You are responsible for reviewing, and agree to review, Stonehenge’s Privacy Notice and of Stonehenge’s Data Use & Protection Agreement. If you do not wish to review or abide by the Privacy Notice or the Data Use & Protection Agreement, please do not use the Services.
Stonehenge respects the intellectual property rights of others and expects the users of its services to do the same. If you believe that any content appearing in the Services and/or Submission has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below.
Please be aware that to be effective, your copyright infringement notification must comply with the Digital Millennium Copyright Act (“DMCA”). You are encouraged to review 17 U.S.C. § 512(c)(3) of the DMCA or consult with an attorney prior to sending a notice hereunder.
To file a copyright infringement notice, you will need to send a written communication that includes the following to the address listed below:
Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Stonehenge Technology Labs, Inc.
6702 West Braebourne Drive
Attn: MERCHANT & GOULD PC via Stonehenge Legal Dept
Please note that the DMCA provides that you may be liable for damages (including costs and attorney fees) if you knowingly misrepresent that material or activity is infringing. Please also note that the information provided in your copyright infringement notice may be provided to the person responsible for the allegedly infringing material.
YOU ARE RESPONSIBLE FOR ALL ACTIVITY TO YOUR ACCOUNT. YOU SHOULD NOT REVEAL YOUR ACCOUNT PASSWORD TO OTHERS.
If the Services require you to provide registration information, all such requirements to provide information are subject to both this Agreement, the Stonehenge Privacy Notice, and the Stonehenge Data Use & Protection Agreement which is incorporated by reference herein. You have the option of providing such information or not. However, should you choose not to provide the information, your access to Stonehenge’s Services may be limited or non-available. If you do decide to provide us with the requested information, you represent and warrant that you will provide only true, current, and accurate information. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity. From time to time, you may be asked to confirm your registration information (such as your email address) to continue using Stonehenge Services; if you choose not to do so, your access to our Services may be restricted or terminated. You agree to update your registration data to keep it current and accurate within a reasonable time after any change to that data.
You affirm that you are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, representations, and responsibilities set forth in this Agreement, and to abide and comply with this Agreement.
STONEHENGE MAY SUSPEND, TERMINATE, MODIFY, OR DELETE ANY ACCOUNT AT ANY TIME FOR ANY REASON OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. For purposes of explanation and not limitation, account suspensions, terminations, and/or deletions may be the result of violations to this Agreement.
USERNAMES AND PASSWORDS
When you choose a username, you must abide by the following guidelines as well as the rules of common decency. If Stonehenge finds such a name to be offensive or improper, it may, in its sole and absolute discretion, change or remove the name, and/or suspend or terminate your use of the service. In particular, you may not use any name:
Belonging to another person or entity with the intent to impersonate that person or entity, including without limitation any Service administrators or any other employee or agent of Stonehenge;
That incorporates vulgar language, or which is otherwise offensive, defamatory, obscene, hateful, or racially, sexually, ethnically, or otherwise objectionable;
That is subject to the rights of any other person or entity without written authorization from that person or entity;
That belongs or refers to a popular culture figure, celebrity, media personality, icon, or persona;
That is, contains, or is substantially similar to a trademark or service mark, whether registered or not;
Belonging to any religious figure or deity; or
Related to drugs, sex, alcohol, or criminal activity.
You may not use a misspelling or an alternative spelling to circumvent the name restrictions listed above, nor can you have a “first” and “last” name that, when combined, violate the above name restrictions.
Your username and password are for your personal use only, and not for use by any other person or entity. You are responsible for maintaining the confidentiality of any password you may use to access our Services, and agree not to transfer your password or username, or lend or otherwise transfer your use of or access to our Services, to any Third Party. To the fullest extent permitted by applicable law, you are responsible for all use of your account. You must notify Stonehenge immediately of any unauthorized use of your username, password, account information, or any other breach of security that you become aware of relating to your account. Stonehenge is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
Communications made relating to Stonehenge Services should not be considered private. Stonehenge may monitor and/or record your communications when you are using the Services, and you hereby provide your irrevocable, express consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any Submission or communications.
Additionally, Stonehenge may, with or without notice to you, use your Internet Protocol (IP) address(es), personal information, chat logs, and other information about you and your activities consistent with the Stonehenge Privacy Notice and Data Use & Protection Agreement.
If you have a complaint regarding Stonehenge’s Services or desire further information on use of our Services, please email firstname.lastname@example.org.
Stonehenge reserves the right to terminate this Agreement without cause on immediate written notice.
Stonehenge’s Services may enable, or require, access to other Third Party materials, services, or web sites (“Third Party Materials”). Use of Third Party Materials may require additional terms and conditions.
You understand that by using any Third Party Materials you may encounter content that may be deemed offensive, indecent, or objectionable. You agree (i) to use Third Party Materials at your sole risk; (ii) that Stonehenge shall not have any liability to you for Third Party Materials; (iii) Stonehenge is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials. Third Party Materials are provided solely as a convenience to you.
Your right to use Stonehenge’s Services is also predicated on your compliance with any applicable terms and conditions and privacy notices/policies you have agreed and accepted with Third Parties (“Third Party Terms”).
Applicable third parties (such as your e-mail provider, mobile phone service provider, internet access account provider, etc.) may also impose limits on the use of or access to certain Services, in any case and without notice or liability. You agree that Stonehenge shall not be liable for any acts or omissions of such third parties.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND STONEHENGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ALL OF THE SERVICES’ CONTENT WILL BE ACCURATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, STONEHENGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT OR CONDITION OF TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STONEHENGE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER STONEHENGE NOR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR DAMAGE OR LOSS OF ANY KIND RESULTING FROM (A) THE USE OF INABILITY TO USE THE SERVICES INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION; (B) THE LOSS OR DAMAGE TO ACCOUNTS, STATISTICS, INVENTORIES, VIRTUAL GOODS, OR USE PROFILE INFORMATION; OR (C) INTERRUPTIONS OF SERVICE INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, FAILURES OF ANY THIRD PARTY BILLING SOLUTIONS OR OTHER SERVICES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL STONEHENGE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, REMOTE, SPECULATIVE, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS, GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SERVICES, OR FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHERS AS A RESULT OF YOUR USE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT STONEHENGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
IN NO CASE SHALL STONEHENGE’S LIABILITY EXCEED THE AMOUNT THAT YOU PAID TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE EXCLUSION OF THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER TYPES OF DAMAGES, IN SUCH STATES OR JURISDICTIONS, YOU MAY HAVE DIFFERENT OR ADDITIONAL RIGHTS ACCORDING TO THE APPLICABLE LAWS OF THE COUNTRY FROM WHICH YOU VALIDLY ACQUIRED AND USE THE PRODUCT AND IN WHICH CASE THE LIABILITY OF STONEHENGE AND ITS AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Stonehenge and its affiliates, and their respective officers, directors, owners, agents, employees, contractors, information providers, and licensors (“Indemnified Party”, and collectively the “Indemnified Parties”) from and against any claims, liability, losses, costs, and expenses (including attorneys’ fees) incurred by an Indemnified Party in connection with (i) any breach by you of the Agreement, and/or (ii) your posting or uploading any Submission.
Stonehenge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Stonehenge’s defense of such claim.
You bear all risk of loss for accessing or using any Service and for any loss of any Service that you have accessed or used, including any loss due to a file corruption or Device crash.
Any Service may be available for limited periods of time, and/or subject to other access restrictions (including for example, possession of other specific Service(s) for access or use). Stonehenge will not be liable to you if any Service is or becomes unavailable, for any reason, to the fullest extent permitted by applicable law.
Except as otherwise set forth herein, Stonehenge does not guarantee that any particular Service will be available at all times or at any given time or that Stonehenge will continue to offer the Services for any particular length of time. Stonehenge may change and update the Services without notice to you. Stonehenge makes no warranty or representation regarding the availability of online Service features and reserves the right to modify or discontinue online Service features in its discretion without notice, including for example, ceasing an online service for economic reasons due to a limited number of users continuing to make use of the online service over time.
In addition, Services that may be accessed from, displayed on or linked to from a Device are not available in all languages or in all countries. To the fullest extent permitted by applicable law (i) Stonehenge reserves the right to change, suspend, remove, or disable access to any Service at any time without notice, and (ii) Stonehenge will not be liable for the removal of or disabling of access to any Service.
All title, ownership, and intellectual property rights in and to the Services (including, but not limited to, any trademarks, service marks, trade names, computer code, themes, objects, designs, concepts, artworks, animations, sounds, audio-visual effects, methods of operation, moral rights, and any related documentation) are owned by Stonehenge.
YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY SERVICES, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS IN AND TO SUCH SERVICES ARE AND SHALL FOREVER BE OWNED BY AND INURE THE BENEFIT OF STONEHENGE.
You agree that all Services contain proprietary content, information, and material that are protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use. No portion of the Services may be reproduced in any form or by any means other than as permitted under applicable license.
Except for BINDING ARBITRATION AND CLASS ACTION WAIVER section, Stonehenge reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice, and by any means, including without limitation by posting a notification on any Service website, by email, through an update process, pop-up screen, or in-Service notice. Your continued use of the Services following any revision to this Agreement constitutes your acceptance of any such changes. Additionally, you may be asked to affirmatively accept updates to this Agreement from time to time. Note that if you do not affirmatively indicate your acceptance when requested, you may not be able to continue to use the Service. In relation to Services you have paid for, if you do not wish to accept a change to the Agreement, please stop using the Services and contact Stonehenge via email@example.com.
If any provision of this Agreement shall be unlawful, void, or for any reason, unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
The sections of this Agreement that, by their terms, apply after this Agreement, the Privacy Notice, and the Data Use & Protection Agreement ends, will survive any termination or cancellation of this Agreement.
We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this agreement or transfer any rights to use the Services.
You consent to Stonehenge providing you notifications about Services or information the law requires us to provide via email to any address that you specified if you were required to register for the Services. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services. For Services that do not require you to register or provide an email address, notices and other information may be made available in updates to this Agreement.
Stonehenge shall not be liable for any delay or failure to perform resulting from causes outside Stonehenge’s reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Stonehenge’s control such as acts of God, war, terrorism, riots, pandemics, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
In the event that you breach this Agreement, you hereby agree that Stonehenge would be irreparably damaged if this Agreement were not specifically enforced, and therefore you agree that Stonehenge shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Stonehenge may otherwise have available to it under applicable laws.
This Agreement constitutes the entire agreement and understanding between you and Stonehenge and supersedes any prior or contemporaneous agreements or understandings, whether written or oral, relating to the matters contained herein.