These AI Fabric Terms of Service (this “Agreement”) are agreed to between Stateless, Inc. (“Stateless”) and you as an individual, or, if you represent an entity or other organization, that entity or organization (in either case, “you” or “your”).

Stateless offers a proprietary multi-cloud virtual network, which is an “AI Fabric”, made up of a collection of AWS PrivateLinks, GCP Private Services, and Azure Private Links, cloud native constructs (e.g., load balancers, gateways, routers, etc.), and private cross-cloud circuits (collectively, the “Network”). The goals of the Network are to extend private links across regions and providers; provide observability (performance, cost, availability); and enable on-demand access to keep network costs to a minimum. You may access the Network (or certain portions thereof) through the third-party cloud service/marketplace (such as AWS, Azure, or GCP, each, a “Cloud Service”; and the applicable provider thereof, a “Cloud Service Provider”) provider with whom you have a then-current customer relationship (“Your Cloud Service Provider”).

Certain portions of the Network enable Users (as defined below) to: (1) view, search, locate, help display, and indicate that they would like to purchase a cloud product or connection thereto (such as virtual private clouds (VPCs)) developed by the Cloud Service Provider or a third-party developer who is permitted to offer its products or services on or through the applicable Cloud Service (such developer, a “Developer) (each such product or connection, a “Cloud Product”) (2) connect with Cloud Services and Cloud Service Providers through the Network (including to facilitate the purchase and sale of Cloud Products outside of the Network via a Cloud Service); and (3) access and use other content, data, information, or materials otherwise made available to such Users through the Network or via any Services (“Content”). Stateless may provide other features, functionality, or support in connection with the Network (the “Services”).

If you subscribe to a Trial Subscription (defined below) it will automatically convert to a Paid Subscription (defined below) after the applicable period of time specified in the offer details for such Trial Subscription, at the price specified in such offer details, unless you disable the automatic conversion by following the cancellation instructions set forth in Section 12.4 (Cancellation) or Stateless cancels your Subscription in accordance with the terms of this Agreement (whichever occurs earlier). If you subscribe to a Paid Subscription (including if your Trial Subscription is converted to a Paid Subscription), it will be automatically renewed and will continue on a recurring, continuous basis for additional periods of the same duration as your initial Subscription Term (defined below) for the Paid Subscription at the then-current price for such Paid Subscription unless and until you cancel your Subscription in accordance with Section 12.4 (Cancellation) or Stateless cancels your Subscription in accordance with the terms of this Agreement (whichever occurs earlier). 

PLEASE CAREFULLY READ THIS AGREEMENT. By accessing or using any part of the Network or Services, or by clicking a box that states that you accept or agree to this Agreement, you agree that you have read and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, by accessing or using any part of the Network or Services or by clicking a box that states that you accept or agree to this Agreement, you represent and warrant that you have authority to bind that entity to this Agreement. If you do not have such authority, do not agree to be bound by this Agreement, or do not meet the qualifications included in this Agreement, Stateless is not willing to provide you with access to or use of the Network or Services and you must not access or use the Network or Services. If you access or use the Network or Services, you acknowledge that you meet the qualifications included in this Agreement.

PLEASE BE AWARE THAT SECTION 23 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND STATELESS HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE “LAST UPDATED” DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND STATELESS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT OR AN EXCEPTION APPLIES: (1) YOU WILL ONLY BE PERMITTED TO PURSUE ANY CLAIMS AND SEEK RELIEF AGAINST STATELESS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR ACCESS TO OR USE OF THE NETWORK OR SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States of America. 

2. TERM. This Agreement is entered into as of the earlier of the date you first accept this Agreement or access or use the Network or Services (the “Effective Date”) and will continue until terminated as set forth herein.

3. MODIFICATIONS. Stateless may, at any time, modify or discontinue all or part of the Network or Services; change, modify, or waive fees required to use the Network or Services; or offer opportunities to some or all Users. Stateless also reserves the right, in its sole discretion at any time, to modify this Agreement. When changes are made to this Agreement, Stateless will make a new version of this Agreement available on the Network. Stateless will also update the “Last Updated” date at the top of this Agreement. Stateless will inform you of the presence of any changes to this Agreement by posting those changes on the Network or by providing you with notice through the Network. Any modifications will be effective immediately upon posting on the Network or delivery of such notice through the Network. You may terminate this Agreement as set forth below if you object to any such modifications, and in such case, you shall stop all use of the Network and Services. Otherwise, you will be deemed to have agreed to any and all modifications through your continued use of the Network or Services following such notice period. PLEASE REGULARLY CHECK THE NETWORK TO VIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT.

4. ELIGIBILITY AND NOTICE. 

   1. Eligibility. You must be 18 years of age or older to access or use the Network or Services. By accessing or using the Network or Services, you represent that you are at least 18 years old. The Network and Services are intended to be used only by individuals and entities that can form legally binding contracts under applicable law. By accessing or using the Network or Services you agree that you meet these eligibility requirements.

   2. Notice to Users. Stateless has no obligation to screen or verify the capacity, suitability, or background of any User or third party (including any Developers or Cloud Service Providers). It is your responsibility to make your own assessment of any Users, Developers, or Cloud Service Providers that you interact with through the Network. Stateless has no responsibility or liability to you related to any Services provided through the Network except as expressly set forth in this Agreement. Users may be required to agree to terms and conditions applicable to particular Services. Stateless is not a party to and shall have no responsibility with regard to any agreement that any User (including you) enters into with any other User or any other third party (including Developers or Cloud Service Providers). Stateless will not participate in disputes between Users. You use the Network, and the Services available through the Network, at your own risk. Stateless shall not have any liability in any way related to transactions between or among any Users, Developers, or Cloud Service Providers.

5. ACCOUNTS.

   1. Users. You may be permitted to access certain Services without establishing a user account on the Network (an “Account”), provided that you have agreed to this Agreement. However, before accessing certain portions of the Network and Services you and any person you authorize to access the Network or Services, as well as any other end user thereof (each of the foregoing, a “User”) are required to establish an Account on the Network. Approval of your request to establish an Account will be at the sole discretion of Stateless. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID without Stateless’ express prior written consent (in each case). You are solely responsible for all use of the Network and Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify Stateless immediately if your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful), and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.

   2. Account Registration. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; or (ii) use or input Registration Information that Stateless, in its sole discretion, deems offensive.

6. CONTENT.

   1. Definitions.

      1. “Traffic Data” means a User’s data that is passed through or that moves across the Network between associated endpoints.

      2. “User Data” means any and all information, data, ideas, submissions, questions, reviews, comments, and other content (including, text, audio, video, photographs, illustrations, graphics, testimonials, and other media) that a User makes available for review by Stateless or the general public in connection with their use of the Network or Services, including any such content that a User provides, uploads, or transfers to the Network, generates through the User’s Account (e.g., content uploaded or tagged or in a public posting, Registration Information, profile photo), or otherwise provides in connection with Stateless’ configuration of the Network or Services for such User. User Data expressly excludes Traffic Data.

   2. Acceptable Use Policy. You shall, at all times, access and use the Network, Cloud Products, and Services strictly in accordance with the Stateless Acceptable Use Policy available at https://www.stateless.net/AUP, which is incorporated into this Agreement and which may be updated from time to time (“Acceptable Use Policy”). You represent and warrant that the use of your User Data by Stateless or any other User does not violate the Acceptable Use Policy. Stateless reserves the right (but has no obligation) to review any User Data, investigate, or take appropriate action against you in its sole discretion if you violate the Acceptable Use Policy or otherwise create liability for Stateless or any other person or entity. Such acts may include removing or modifying your User Data, terminating your User Account, or reporting you to law enforcement authorities.

   3. License to your User Data. You represent and warrant that you will comply with the Acceptable Use Policy as to all your User Data. You are solely responsible for all User Data that you may provide or generate through your use of or access to the Network. As between you and Stateless, you retain ownership of your User Data. However, by providing or generating your User Data, you grant Stateless a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, and fully sublicensable (including to other Users and other third parties) right to use, copy, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) your User Data throughout the world in any form, medium, media, software, or technology of any kind for any purpose. In addition, you waive all moral rights in your User Data or you warrant that all moral rights applicable to your User Data have been waived. You also grant Stateless the right to use your name, or otherwise identify you, in connection with your User Data. You agree that you have all right, title, interest, and consent in your User Data necessary to allow Stateless and its service providers to Use your User Data as set forth in this Agreement.

   4. Feedback. If you provide Stateless any feedback or suggestions regarding the Network (or any portion thereof) or any Services (“Feedback”), you hereby assign to Stateless all right, title, and interest in and to the Feedback and agree that Stateless shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Stateless will treat any Feedback you provide to Stateless as non-confidential and non-proprietary. You agree that you will not submit to Stateless any information or ideas that you consider to be confidential or proprietary. 

7. ACCESS.

   1. To the Network. Subject to your compliance with this Agreement, Stateless will permit you to access and use the Network and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you agree to with Stateless before being given access to any specific aspects of the Network. Any additional agreement is in addition to this Agreement and will govern your use of the portions of the Network or Services to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.

   2. To Cloud Products. If you or someone on your behalf licenses, subscribes to, or otherwise purchases any rights for you to access or use any Cloud Products (or any portions thereof), then this Section 7.2 applies to you. 

      1. Use of the Network. Subject to this Agreement, you may use the Network to view, search, locate, help display, and indicate to Stateless or a third party (e.g., a Developer or Cloud Service Provider), as the case may be, that you would like to purchase or otherwise license via a Cloud Service one or more Cloud Products (whether through Your Cloud Service Provider or another Cloud Service Provider), and once purchased or otherwise licensed, to connect the same to your Account and the Network as permitted by Stateless for purposes of your use of the Services (for example, if you want to purchase a native feature from the Google Cloud Platform (GCP) or a third party add-on from AWS and connect either of them to your Account on the Network). 

      2. Developer or Cloud Service Provider Cloud Products. Cloud Products may be provided or owned by Developers or Cloud Service Providers. Stateless does not endorse, guarantee, or provide a warranty for any such Cloud Products (or any Cloud Services) or any other third-party Content, and Stateless may or may not review any such items for compliance with Law or Stateless policies. Use of Cloud Products and Cloud Services, as applicable, is governed by the applicable Cloud Product Terms and Cloud Service Terms (each as defined below). Stateless is not responsible for the collection of information or user data by Cloud Products or Cloud Services and any such collection is subject to the applicable Cloud Product Terms and Cloud Service Terms and any applicable related Developer or Cloud Service Provider privacy policy. STATELESS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO CLOUD PRODUCTS OR CLOUD SERVICES (AND ANY ACTION YOU TAKE, OR DO NOT TAKE, BASED THE SAME).

      3. Sharing of Contact Information. By purchasing or otherwise licensing Cloud Products through the Network, you agree that (i) the applicable third party from whom you purchased or licensed such Cloud Products (e.g., a Developer or Cloud Service Provider) may provide your name, company, email address, or similar contact information to Stateless for purposes of enabling communications regarding support inquiries, updates, upgrades, or other messages, and (ii) Stateless may provide any such information to the applicable third party for the same purposes (and you hereby authorize Stateless to do so). Stateless is not responsible for the content or results of any such communications described in subpart ‘(i)’. If you wish to stop receiving such third-party communications, you must contact the applicable third party directly.

      4. Disputes with Developers or Cloud Service Providers. IF A DISPUTE ARISES BETWEEN YOU AND ANY DEVELOPER OR CLOUD SERVICE PROVIDER, EACH OF YOU RELEASE STATELESS AND ITS AFFILIATES (AND ITS AND THEIR AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

      5. Cloud Product Terms; Cloud Service Terms. Your use of any Cloud Products or Cloud Services (including any updates and upgrades thereto) that you purchase, download, install, or otherwise use in connection with the Network or Services is governed by this Agreement and the applicable terms of use governing the Cloud Product (the “Cloud Product Terms”) and the Cloud Service (the “Cloud Service Terms”). For the avoidance of doubt, you will remain subject to the applicable Cloud Product Terms and Cloud Service Terms, respectively, and nothing in this Agreement supersedes or replaces such Cloud Product Terms or Cloud Service Terms. Stateless make no representation or warranty with respect to any Cloud Products or Cloud Services, and your use of the same is at your own risk. Stateless is not party to any agreement between or among any Users, Developers, or Cloud Service Providers. You bear full responsibility for verifying the identity, legitimacy, and authenticity of Cloud Products and Cloud Services. Stateless makes no claims, guarantees, or recommendations about the identity, legitimacy, functionality, or authenticity of Users, Cloud Products (and any content associated with such Cloud Products), Cloud Services, Cloud Service Providers, or Developers visible on or through the Network or Services.

      6. Availability of Cloud Products. Any applicable Cloud Service Provider or Developer may modify, update, or remove any of its Cloud Products that it has published to a Cloud Service or otherwise made available on or through the Network at any time in its discretion. Stateless may also remove any Cloud Product from the Network, or restrict access to any Cloud Product or Cloud Service through the Network.

      7. Devices. Cloud Products and Cloud Services may be compatible with or require use of a certain device or program (e.g., a computer) (collectively, “Devices”).Stateless makes no warranties regarding the operation of any Device or continued compatibility of applicable Cloud Products or Cloud Services with any such Device. You are solely responsible for the configuration and operation of your Devices (and any other Devices you use). The results obtained through Cloud Products or Cloud Services may be affected by, and Stateless will have no liability for, the compatibility, placement, configuration, or operation of your Devices, weather, or other environmental conditions, or other factors outside of Stateless’ reasonable control.

   3. To Other Users. The Network may (now or in the future) allow you to communicate with other Users through the Network. By connecting or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the Network. You agree that you are solely responsible for all communications between you and any other User through the Network. Your extension or acceptance of a connection, or other communication with another User will serve as your affirmative “opt in” to the disclosure of any of your User Data or other data or information (which may include your personal information) that you provide to that other User. 

   4. To Content. Unless otherwise noted on the Network, (a) all Stateless Content that may be available through the Network (if any), including all text, audio, video, photographs, illustrations, graphics, and other media, is owned by Stateless, (b) all User Data available through the Network is owned by the applicable User providing User Data (or its licensor), and (c) any other Content available through the Network is owned by Stateless’ other third-party providers or licensors. You represent and warrant that you will comply with the Acceptable Use Policy as to all Content available through the Network. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with this Agreement, you may access the Content solely for your own personal and non-commercial purposes in connection with your own use of the Network and Services. Stateless has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Each User is solely responsible for any and all of its User Data. Because Stateless does not control User Data, you acknowledge and agree that Stateless is not responsible for any User Data. Stateless makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Data, and Stateless assumes no responsibility for any User Data. Your interactions and transactions with any other User are solely between you and such User. You agree that Stateless will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other User, Stateless is under no obligation to become involved. Without limiting the foregoing, Stateless will not be held liable to you or any other third party for any Content (including your User Data) under the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, you are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If you would like to use any Content in a manner not permitted by this Agreement, please contact Stateless. The term “IPR” means any intellectual property rights, proprietary rights, rights of publicity, rights of privacy, or any other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

   5. To Beta Products. Certain versions of the Network, Services, and any documentation therefor, including any modifications, enhancements, or derivative works thereof, or updates thereto, may be provided to you in pre-Beta or Beta form (collectively, “Beta Products”). In such case, the terms of this Section 7.5 will prevail over any conflicting terms set forth in this Agreement. THE BETA PRODUCTS ARE NOT COMPLETED, ARE UNTESTED, AND ARE NOT COMMERCIALLY READY PRODUCTS. THE BETA PRODUCTS ARE NOT AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. THE BETA PRODUCTS MAY NOT OPERATE CORRECTLY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO FIRST COMMERCIALLY-READY USE OR WITHDRAWN. USE OF AND ACCESS TO THE BETA PRODUCTS AND PARTICIPATION IN BETA TESTING AND EVALUATION IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK. THE BETA PRODUCTS MAY CONTAIN ERRORS OR DEFECTS, MAY FAIL TO COMPLY WITH SPECIFICATIONS (IF ANY), AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS. EXCEPT FOR THE SPECIFIC WARRANTIES PROVIDED HEREIN, YOU ACCEPT THE BETA PRODUCTS “AS IS” AND “WITH ALL DEFECTS”, WITHOUT ANY WARRANTY, AND STATELESS EXPRESSLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, AND QUIET ENJOYMENT. STATELESS DOES NOT WARRANT THAT THE BETA PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE BETA PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL OR ANY ERRORS WILL BE CORRECTED. STATELESS WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY DATA. FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCTS ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA PRODUCTS MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. THE ENTIRE RISK ARISING OUT OF THE ACCESS TO OR USE OR PERFORMANCE OF THE BETA PRODUCTS REMAINS WITH YOU. Despite anything to the contrary in this Agreement, Stateless has no liability or responsibility with respect to any Beta Products. Support Services (defined below), service level agreement (if any), warranties, and similar terms do not apply to the Beta Products. Stateless offers Beta Products in order to get user feedback. In exchange for using Beta Products, you agree that Stateless may contact you to obtain feedback regarding Beta Products. Beta Products are confidential until made public as a Beta Product or officially launched as production products or services by Stateless. You will treat the Beta Products, and any documentation, specifications, or instructions related to the Beta Products, as confidential information of Stateless.

   6. To Third-Party Services. 

      1. This Section 7.6 is without prejudice to any other provision herein. Stateless may provide you with the ability to access Content, Services, or other content or services developed, provided, or maintained by third-party service providers through or in connection with the Network (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Network, including your User Data. In addition to the terms of this Agreement, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (which may include payment of additional fees) (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other Services you may access through the Network. Stateless is not a party to and shall have no responsibility with regard to any Third-Party Service Agreement that you enter into with any third party for Third-Party Services. Stateless is not obligated to participate in disputes between you and any third party. Your use of the Third-Party Services is at your own risk. Stateless shall not have any liability in any way related to transactions between you and any third party.

      2. Without limiting the generality of the foregoing, as a network-as-a-service and multi-cloud networking solution, the Network or Services may help you explore Cloud Products created by third parties (e.g., Developers or Cloud Service Providers) and interact with different Cloud Services. Stateless does not make any representations or warranties about these Third-Party Services visible through the Network or Services, including any content associated with Cloud Products displayed on or through the Network or Services, and you bear responsibility for verifying the legitimacy, authenticity, and legality of Cloud Products that you purchase from third-party sellers. Stateless also cannot guarantee that any Cloud Products visible on the Network or Services will always remain visible or available to be bought, sold, licensed, transferred, accessed, or used. Users are solely responsible for any Content related to their Cloud Products.

      3. Cloud Products are available on Cloud Services, are purchased, sold, licensed, or transferred between or among a buyer, seller, or creator (e.g., Developer or Cloud Service Provider) directly, and may be purchased, sold, licensed, or transferred by buyers, sellers, or creators without the use of the Network or Services, and therefore without agreeing to this Agreement. There may be terms and conditions that apply to the Cloud Products themselves set directly between or among buyers, sellers, or creators with respect to the Cloud Product, including, with respect to the use of the Cloud Product, content and rights and obligations associated with a given Cloud Product (e.g., Cloud Product Terms). For example, when you click to get more details about any of the Cloud Products visible on or through the Network or Services or view the Cloud Product metadata, you may notice a third-party link to Cloud Product Terms governing the use of the Cloud Product that you will be required to comply with. Stateless does not set the Cloud Product Terms and is not party to any such Cloud Product Terms, which are solely between or among the buyer, seller, or creator. The buyer, seller, or creator are entirely responsible for communicating, promulgating, agreeing to, and enforcing Cloud Product Terms. You are responsible for reviewing such Cloud Product Terms.

      4. For the Network or Services, Stateless may receive certain fees. Stateless does not set or determine other applicable costs, fees, and expenses associated with buying, selling, licensing, or transferring a Cloud Product, including any creator earnings or transaction fees. The applicable costs, fees, and expenses (or portions thereof) are paid directly to the seller, creator, payment processor, or other third party (e.g., Cloud Service Provider), as applicable.

   7. Non-exclusive. All rights granted by Stateless under this Agreement are non-exclusive and non-transferable.

8. RESTRICTIONS; LIMITATIONS ON USE.

   1. Cloud Products; Beta Products; Services. You shall not, and you shall not permit any third party to, (a) alter or modify any Cloud Product, Beta Product, or Service or use any Cloud Product, Beta Product, or Service for any public display, performance, sale, rental, or for any commercial purpose, in each case except as expressly authorized in this Agreement or any other terms and conditions accompanying the applicable Cloud Product (including the applicable Cloud Product Terms), Beta Product, or Service; (b) decompile, reverse engineer, or disassemble any Cloud Product, Beta Product, or Service which is, or which embodies or incorporates, software (except and only to the extent permitted by Law, and then only with advance notice to Stateless and any applicable Developer or Cloud Service Provider); (c) remove or modify any copyright, trademark ,or other proprietary or legal notices from any Cloud Product, Beta Product, or Service; (d) use any Cloud Product, Beta Product, or Service as a component of or as a basis for any material offered for sale, license, or distribution (other than Cloud Products you have created and uploaded to a Cloud Service as a Developer or Cloud Service Provider, in accordance with any applicable Cloud Product Terms or Third-Party Services Agreement); or (e) copy, download, scrape, store, publish, transmit, retransmit, distribute, broadcast, circulate, transfer, sell, resell, license, sublicense, republish, upload, distribute, otherwise make available, or otherwise use any Cloud Products, Beta Products, or Services (or any portions thereof), in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with Stateless’ prior written permission, (iii) with the prior written permission of the applicable Developer or Cloud Service Provider (as the case may be), or (iv) if not expressly prohibited by this Agreement or any applicable terms, as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. §107). 

   2. Network. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Network (or any portion thereof) nor may you reproduce all or any portion of the components of the Network. You may use Content solely for your permitted use of the Network and the applicable Cloud Product or Cloud Service. Certain software or devices used by you may not be capable of supporting certain portions of the Network. The performance of the Network (and the portions thereof) varies with the manufacturer’s equipment and networking (including the Internet) with which it is used. Stateless is not responsible for such equipment or networking or for problems or conditions arising from or related to network connections (e.g., bandwidth constraints, network outages, firewalls, Internet conditions).

   3. High Risk Activities. You shall not use the Network or any Cloud Products or Services for High Risk Activities (as hereinafter defined). You acknowledge that the Network and Services are not intended to meet any legal obligations for High Risk Activities. Stateless and its suppliers specifically disclaim any responsibility for, and will not be liable in any manner arising from, any use of the Network or any Cloud Products or Services in connection with High Risk Activities. “High Risk Activities” means any mission critical, hazardous, strict liability, or other activity(ies) where use or failure of the Network or any Cloud Products or Services (or any portion thereof) could lead to death, personal injury, or physical or environmental damage. Examples of High Risk Activities include, but are not limited to: aircraft or other modes of human mass transportation (including navigation or communication systems therefor), nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, autonomous vehicles, air traffic control, emergency services or communication, weaponry systems, technical building or structural design, and power plant design or operation. Use for High Risk Activities does not include utilization of the Network for administrative purposes to store configuration data, engineering or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.

9. YOUR SERVICES. Except as otherwise expressly provided herein, you are solely responsible for any Cloud Products or services you offer, provide, or make available through the Network (collectively, “Your Services”). You agree that none of Your Services will: (1) violate this Agreement, including the Acceptable Use Policy; or (2) violate any applicable laws, rules, or regulations (“Laws”) or cause Stateless or any other User to violate any applicable Laws.

10. SUPPORT. Stateless does not provide any technical support, updates, or upgrades for any Cloud Products or Cloud Services. Please contact the applicable Developer or Cloud Service Provider directly. Each Developer or Cloud Service Provider, as the case may be, determines the level of support, if any, they will provide for each of their Cloud Products or Cloud Services (and any related fees). Stateless will provide its standard support and maintenance services for the Network (“Support Services”) and will use reasonable efforts to maintain the Network in accordance with its then-current standard service levels (“Service Levels”). Stateless’ Support Services and Service Levels may be described on the Network or on its website (located at: https://www.stateless.net/) and Stateless may adjust its Support Services and Service Levels from time to time with or without notice. Stateless may make additional or premium Support Services and/or Service Levels available for purchase through the Network.

11. PAYMENT.

    1. Purchases; Orders; and Terms of Sale. In addition to the Services available for no charge through the Network, you may be offered the opportunity to place orders seeking to purchase, subscribe to, or otherwise obtain paid access to certain Services (e.g., Virtual Private Clouds, defined below) or an applicable Data Usage (defined below) tier related thereto, in each case available or otherwise offered for sale on the Network (whether in the form of an online order submitted through the Network or an order submitted by way of email, phone, or other form permitted by Stateless, an “Order”). All Orders are subject to acceptance by Stateless, in its sole discretion. In addition to this Agreement and any applicable Cloud Product Terms, your purchase of any Services is governed by the terms displayed on the Network in connection with each such Service and any additional terms provided to you in connection with your Order or any acceptance of your Order provided by Stateless (the “Terms of Sale”). By placing an Order, you agree to be bound by the Terms of Sale with respect to that Order and all Services included in that Order. If this Agreement conflicts with the Terms of Sale for any Order, the Terms of Sale will govern and control with respect to the Services provided to you under that Order. If any Services are listed at an incorrect price or with incorrect information, Stateless shall have the right (but not the obligation) to refuse or cancel any Order placed for those Services, whether or not the Order has been confirmed or your Payment Method (defined below) has been charged. If your Payment Method has already been charged for an Order and your Order is canceled, Stateless or the applicable Payment Processor (defined below) will promptly issue you a credit in the amount of the charge. 

    2. Fees; Payment. You shall pay Stateless all fees you have agreed in writing to pay to Stateless in connection with this Agreement and your access to and use of the Network or Services (“Fees”), either when you enter into this Agreement or during the term of this Agreement. All recurring Fees will be due and payable by you in advance of the initial period and each applicable renewal period under this Agreement unless other payment terms have been extended by Stateless. All other Fees will be due and payable as indicated by Stateless. You agree to provide Stateless or the applicable Payment Processor a valid credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under this Agreement (each, your “Payment Method”), and further agree that Stateless or the applicable Payment Processor (as the case may be) may charge you, and that you will pay for, all Fees. You hereby grant Stateless or the applicable Payment Processor the right to charge your Payment Method for all Fees incurred under this Agreement. Without limiting the foregoing, unless otherwise stated in the applicable Order or Terms of Sale, Stateless or the applicable Payment Processor (as the case may be) will charge (and you hereby authorize Stateless or the applicable Payment Processor to charge) your Payment Method for (a) all Fees as of the effective date of the applicable Order, (b) all Fees for any billing frequency otherwise established in the Order, (c) any overage fees if you exceed the applicable Data Usage maximum specified in your offer details, Terms of Sale, or the Order, as the case may be (the “Data Max”) (e.g., for Beta Products, Free Trials, Promotions, or otherwise) for the corresponding period applicable to such maximum, (d) all Fees for any applicable renewal Subscription Term (as defined below), as of the Renewal Date (defined below), and (e) the amount of any past due Fees, plus late charges, if any, due to Stateless or the applicable Payment Processor under this Agreement.

    3. Adjustments; Interest; and Taxes. All Fees will be non-refundable once paid to Stateless or the applicable Payment Processor (including upon any termination, expiration, or suspension of this Agreement). Until paid in full, all past due amounts will accrue a late fee of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In addition, you will reimburse Stateless for all costs (including reasonable attorneys’ and collection agency fees) associated with collecting delinquent or dishonored payments. All Fees exclude, and you shall be responsible for, all sales, use, excise, and other taxes applicable to the transactions contemplated by this Agreement, except for taxes based on Stateless’ net income. If you are legally obligated to make any deduction or withholding from any Fees payment under this Agreement, you shall also pay whatever additional amount is necessary to ensure that Stateless receives the full amount otherwise receivable had there been no deduction or withholding obligation. 

    4. Add-ons. Stateless may offer additional features or functionality relating to the Network or Services that are not included in the subscription purchased by you pursuant to an Order (“Add-Ons”) for additional fees as further described on the Network). You acknowledge that Stateless may, upon prior notice to you, charge you the full list prices for your use (after such notice) of any such Add-Ons beyond those included in the applicable Order. 

    5. Virtual Private Clouds and Data Usage. The two components of all Subscription Fees include fees based on: (a) the number of virtual private clouds (“Virtual Private Clouds”) you use in connection with your Account; and (b) the amount of your Traffic Data (“Data Usage”). Fees for the Virtual Private Cloud quantity component for each period will be calculated based on the number of Virtual Private Clouds you have during that period. Fees for the Data Usage component for each period will be calculated based on your total actual Data Usage during that period. For the avoidance of doubt, Fees may apply based on usage, even with respect to Beta Products, Trial Subscriptions, or other Promotions (as defined below). Beta Products and free portions of Trial Subscriptions will be provided to you for free, and certain Promotions may be provided to you for free, in each case, unless and until you exceed the Data Max therefor, in which case you will be charged for the excess usage as set forth in Section 11.6 (Overage Fees) below.

    6. Overage Fees. If your actual Data Usage exceeds the applicable Data Max (if any) in any time period, Stateless or the applicable Cloud Service Provider or Payment Processor (as defined below) may invoice you, and you will pay, the difference between the Data Max and your actual Data Usage, based on the pricing for Data Usage set forth on the Network or in the applicable Order or offer details (with respect to Beta Products, Trial Subscriptions, and Promotions), as the case may be, for such time period.

    7. Price Changes. Stateless utilizes various service providers to provide the Network and Services, and Stateless may change the price of the Network or Services, upon thirty (30) days’ notice (e.g., if such service providers increase their fees), subject to Stateless’ applicable agreements with such service providers.

    8. Promotions. Stateless may offer Users specials, promotional codes, credits, awards, or other discounts (“Promotions”). All Promotions will be offered at the sole discretion of Stateless and can be modified or terminated at any time by Stateless, with or without advance notice. Promotions may be offered on a limited time basis and may be subject to certain restrictions. As part of a Promotion, Stateless may offer credits to charges that are non-transferrable, non-refundable for cash, and may be subject to additional terms and conditions.

    9. Payment Processors. Stateless currently uses and reserves the right to continue using third-party payment processors (each, a “Payment Processor”). Your making or receipt of any electronic payment through any Payment Processor is also governed by the applicable Payment Processor’s user agreement, terms of service, and privacy policy (in each case, to the extent applicable). As a condition of Stateless enabling payment processing services through Payment Processors, you hereby agree to provide Stateless and each applicable Payment Processor accurate and complete information about you and your business (if applicable), and you hereby consent to provide and authorize Stateless and each applicable Payment Processor to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, Payment Method payment, and transaction information related to your use of the payment processing services provided by a Payment Processor. Stateless may change or add other Payment Processors at any time with or without notice to you, and your use of payment services via such Payment Processors may be subject to additional terms or conditions.

12. SUBSCRIPTIONS. 

    1. Subscriptions. Stateless may offer access to the Network or Services (or portions thereof) on a subscription basis (each, a “Subscription”), the terms of which will be set forth in the relevant offer. To purchase a Subscription (each, a “Paid Subscription”), you must provide a valid Payment Method. You will be billed on a recurring and periodic basis in accordance with Stateless’ standard practices for your Paid Subscription base rate (“Billing Cycle”) and each such Billing Cycle will be the same duration and period as your applicable Subscription Term (as defined below). Billing Cycles are set on a monthly basis, unless otherwise specified in the offer details. Notwithstanding the foregoing, to the extent specified in the offer details, each plan is subject to additional monthly charges (e.g., for excess Data Usage, as described above) (“Additional Monthly Charges”). Upon renewal of any Subscription, if Stateless does not receive payment, (a) you agree to pay all fees and charges, including Subscription Fees and Additional Monthly Charges, due on your account upon demand, and (b) you agree that Stateless may either terminate or suspend your Subscription and continue to attempt to charge your Payment Method until payment is received (upon receipt of payment, your Subscription will be reactivated and your next Subscription Term will begin on the date of such payment). Notwithstanding anything to the contrary contained herein, Stateless may change its Subscription models and pricing at any time, and therefore, Subscription models and prices are subject to change at any time during your Subscription Term. Stateless will provide you with notice of such changes. 

    2. Free Trials and Discounts. Stateless may offer a free-trial or discounted Subscription which automatically converts to a Paid Subscription after a certain period of time (each, a “Trial Subscription”). In such instances, you can disable the automatic conversion by following the cancellation instructions set forth in Section 12.4 (Cancellation) prior to the date of conversion. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts (including free trials) will apply only to the initial Subscription Term of the Subscription, and any Subscription renewals will be charged at the non-discounted rate then in effect for the type of Subscription plan purchased. For clarity, when the initial Subscription Term of your Trial Subscription ends, your Paid Subscription begins (unless you have cancelled your Trial Subscription in accordance with Section 12.4 (Cancellation)) and you must pay the full fees, as applicable, at Stateless’ then-current price for the Paid Subscription plan selected as part of your Trial Subscription (whether your Trial Subscription was provided to you for free or at a discounted rate). If Stateless provides a discount for the first Subscription Term, you must pay the discounted fees for that Subscription Term; however, in any renewal Subscription Term, you must pay the full fees, as specified above in this Section 12.2 (Free Trials and Discounts).

    3. Automatic Renewal. A Subscription is on demand and will be available until cancelled by you or Stateless. Accordingly, unless cancelled earlier by you or Stateless, your Subscription will continue for the length of your selected Paid Subscription or the length of your Trial Subscription as specified in the offer details, as applicable (each, a “Subscription Term”). To the extent permitted by applicable law, after your initial Subscription Term, and again after any subsequent renewal Subscription Term, your Subscription will be automatically renewed on the first day following the end of such Subscription Term (each, a “Renewal Date”), and will continue on a recurring, continuous basis for additional periods of the same duration as your initial Subscription Term, under the same terms and conditions, and at Stateless’ then-current pricing for such Subscription plan, unless and until cancelled by Stateless or cancelled by you in accordance with, and subject to, the cancellation terms set forth in Section 12.4 (Cancellation) below. You agree that your Account will be subject to this automatic renewal feature unless you or Stateless cancel your Subscription. Your Payment Method will be charged on a monthly basis for each Subscription Term. If you sign up for a Trial Subscription, your Payment Method will be charged at the end of the Subscription Term of such Trial Subscription unless you or Stateless cancel your Subscription before the end of that Subscription Term. To pause or cancel a Subscription, you shall follow the cancellation instructions in Section 12.4 (Cancellation) below. 

By purchasing or otherwise signing up for any Subscription, you acknowledge that your Subscription (including the purchase of your Paid Subscription):

• is subject to automatic renewal and continuous service; 

• will be automatically extended for successive periods and will continue until you cancel your Subscription in accordance with Section 12.4 (Cancellation) or Stateless cancels your Subscription in accordance with the terms of this Agreement (whichever occurs earlier); 

• has an initial (except with respect to free portions of Trial Subscriptions) and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation of the automatic renewal of your Subscription or the conversion of your Trial Subscription to a Paid Subscription, as applicable; and

• is subject to automatic charges on your Payment Method. 

4. Cancellation. Subject to the terms of this Section 12 (Subscriptions), you may cancel your Subscription at any time by cancelling each of your VPCs (including any subscriptions thereto) through the applicable Cloud Service by following the applicable Cloud Service Provider’s instructions for cancellation of same, or through any other cancellation methods Stateless makes available to you. For clarity, even if you disconnect all of your VPCs and connections from the Network, your Subscription will not be cancelled until you follow the steps in the foregoing sentence. Moreover, the applicable cancellation steps will be dependent on which Cloud Service you are subscribing to the Network through. Unless otherwise provided in the applicable Cloud Service Terms, (a) cancellation of your Subscription will be effective at the end of the then-current Subscription Term, and (b) if you cancel your Subscription, you may use it until the end of the applicable Billing Cycle. Your Subscription will not be renewed after your cancellation. You will not be eligible for a prorated refund of any portion of the Fees or other Additional Monthly Charges paid for the then-current Subscription Term.

13. TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (1) all rights and licenses granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Network and all Services (including all Content you obtained prior to termination or expiration); (3) Stateless will tear down the network components that allow you to reach the Network from your networking, and you hereby authorize Stateless to tear down such components (upon the expiration or termination of this Agreement) in order to complete this part of the network decommissioning process; and (4) Stateless may, in its sole discretion, delete your Account and any of your User Data held by Stateless. Sections 1 (Definitions); 3 (Modifications); 5.1 (Users); 6 (Content); 7.2 (To Cloud Products); 7.5 (To Beta Products); 7.6 (To Third-Party Services); 8 (Restrictions; Limitations on Use); 9 (Your Services); 11 (Payment); 12 (Subscriptions); 13 (Termination); 15 (Network Technology); 16 (Ownership); 17.2 (Compliance with Laws; Prohibition Against Criminal Behavior); 18 (No Warranties; Disclaimer); 19 (Indemnity); 20 (Assumption of Risk); 21 (Limitation of Liability); 23 (Dispute Resolution); 24 (Governing Law and Venue); 25 (Notices); 26 (Linked Sites); 27 (Additional Terms); 28 (Questions, Complaints, Claims); and 29 (Contact Information) will survive any expiration or termination of this Agreement.

14. SUSPENSION. Without limiting Stateless’ right to terminate this Agreement, Stateless may also suspend your access to your Account and the Network or any Cloud Products or Services (including your User Data), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Stateless, in its sole discretion, to be inappropriate or detrimental to the Network, Cloud Products, Services, Stateless, or any other User or third party.

15. NETWORK TECHNOLOGY. The Network and Services, and the databases, software, hardware, and other technology used by or on behalf of Stateless to operate the Network or Services and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Stateless. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble information or data regarding other Users, including email addresses, without their consent; (5) alter, modify, reproduce, create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) interfere with the operation or hosting of the Technology; or (11) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests, and queries, or to strip, scrape, deep link, or mine Content from the Technology (except that Stateless grants the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

16. OWNERSHIP. Stateless retains all right, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Network and Services under this Agreement. The names and logos of Stateless, and all product and service names associated with the Network and Services are trademarks of Stateless and its licensors and you are granted no right or license to use them. Stateless does not have ownership, custody, or control of Cloud Products or Cloud Services. Creators of these Cloud Products or Cloud Services are solely responsible for their operation and functionality.

17. REPRESENTATIONS AND WARRANTIES.

    1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

    2. Compliance with Laws; Prohibition against Criminal Behavior. You acknowledge that the Network is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that you will access and use the Network in compliance with all Laws applicable to you, your User Data, and any other Content, Cloud Products, or Services you may access or distribute through the Network. Stateless is not responsible for notifying you of any such Law, enabling your compliance with any such Law, or for your failure to comply. You represent and warrant to Stateless that your User Data, Your Services, and your use of and access to the Network, including any Cloud Products or Services, will comply with all Laws and will not cause Stateless itself or any other User to violate any Laws. 

18. No Warranties; Disclaimer. 

    1. THE NETWORK AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. STATELESS (AND ITS LICENSORS AND SUPPLIERS) DO NOT WARRANT, REPRESENT, OR GUARANTEE, AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE NETWORK, CONTENT, CLOUD PRODUCTS, OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, ADEQUATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. STATELESS (AND ITS LICENSORS AND SUPPLIERS) DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR USER DATA THAT MAY BE PROVIDED THROUGH THE NETWORK. STATELESS (AND ITS LICENSORS AND SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE NETWORK, CLOUD PRODUCTS, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STATELESS, ITS LICENSORS OR SUPPLIERS, OR ITS OR THEIR EMPLOYEES OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY). 

    2. STATELESS WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE NETWORK. WHILE STATELESS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE NETWORK AND SERVICES SAFE, STATELESS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE NETWORK, SERVICES, CONTENT, OR CONTENT LINKED TO OR ASSOCIATED WITH ANY CLOUD PRODUCTS OR CLOUD SERVICES, OR ANY CLOUD PRODUCTS OR CLOUD SERVICES YOU INTERACT WITH USING THE NETWORK OR SERVICES OR STATELESS’ SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. STATELESS CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE STATELESS (OR ITS LICENSORS OR SUPPLIERS) OR THROUGH THE NETWORK OR SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD STATELESS RESPONSIBLE FOR ANY BREACH OF SECURITY.

    3. STATELESS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF CLOUD PRODUCTS, CLOUD SERVICES, CONTENT, OR CONTENT LINKED TO OR ASSOCIATED WITH CLOUD PRODUCTS OR CLOUD SERVICES, INCLUDING ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST THE NETWORK, SERVICES, CLOUD PRODUCTS, OR CLOUD SERVICES.

    4. STATELESS IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE, OR ANY OTHER FEATURES OF THE CLOUD PRODUCTS OR CLOUD SERVICES. STATELESS IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR CLOUD SERVICE PROVIDERS OR THEIR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE CLOUD SERVICE SUPPORTING THE CLOUD PRODUCTS, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

19. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Stateless and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (each, an “Indemnified Party”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) your access to or use or misuse of the Network, Services, Cloud Products, Cloud Services, or Content linked to or associated with any Cloud Products or Cloud Services; (2) your User Data or Your Services or any access thereto or use thereof; (3) your collection, use, or disclosure of any User Data; (4) violation of Laws by you; (5) your breach of any representation, warranty, or other provision of this Agreement (including the Acceptable Use Policy); or (6) your breach of any applicable Cloud Product Terms. Stateless will use reasonable efforts to provide you with notice of any such Claim, and Stateless will have the right to participate in the defense of any such Claim at its expense.

20. ASSUMPTION OF RISK. You accept and acknowledge that:

    1. Stateless does not control the Cloud Services that you are interacting with.

    2. There are risks associated with using Internet and cloud-based products, including the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party account. You accept and acknowledge that Stateless will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Network, Services, or Cloud Products or any Cloud Service network, however caused.

    3. The Network and Services rely on third-party platforms or vendors. If Stateless is unable to maintain a good relationship with such platform providers or vendors; if the terms and conditions or pricing of such platform providers or vendors change; if Stateless violates or cannot comply with the terms and conditions of such platforms or vendors; or if any of such platforms or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Network and Services will suffer.

    4. If you have a dispute with one or more Users or Cloud Service Providers, YOU HEREBY RELEASE STATELESS FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

21. LIMITATION OF LIABILITY. STATELESS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE NETWORK OR SERVICES, EVEN IF STATELESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY LOSS OF YOUR USER DATA, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, CLOUD PRODUCTS, GOODS, OR SERVICES. STATELESS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE NETWORK, AND ALL CLOUD PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE NETWORK, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU TO STATELESS HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT STATELESS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, STATELESS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

22. DATA PRIVACY. Stateless’ current privacy policy is located at: https://www.stateless.net/policies-and-agreements/ (“Privacy Policy”). Please review the Privacy Policy to learn about what personal information Stateless may collect about you; how Stateless may use that personal information; and with whom Stateless may share that personal information.

23. DISPUTE RESOLUTION. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. It requires you to arbitrate disputes with Stateless and limits the manner in which you can seek relief from Stateless.

    1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access to or use of the Network or Services or to any aspect of your relationship with Stateless, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, and (b) you or Stateless may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the “Last Updated” date of this Agreement or any prior version of this Agreement.

    2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Stateless’ legal department: Stateless, Inc., Attn: Legal, PO Box 7060, Boulder, CO 80306. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing, or other fees and you cannot obtain a waiver from JAMS, Stateless will pay them for you. In addition, Stateless will reimburse all such JAMS’s filing, administrative, hearing, or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

    3. Authority of the Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Stateless. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Stateless.

    4. Waiver of Jury Trial. YOU AND STATELESS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Stateless are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 23.1 (Applicability of Arbitration Agreement). An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

    5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this Subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of Colorado. All other claims shall be arbitrated.

    6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to Stateless, Inc., Attn: Legal, PO Box 7060, Boulder, CO 80306, or legal@stateless.net, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with Stateless.

    7. Severability. Except as provided in Section 23.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.

    8. Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of your relationship with Stateless.

    9. Modification. Notwithstanding any provision in this Agreement to the contrary, the parties agree that if Stateless makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Stateless at legal@stateless.net with a subject line that must include “Arbitration Agreement Notice”.

24. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., as such laws apply to contracts between residents of Colorado without regard to conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. Subject to Section 23 (Dispute Resolution), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Denver, Colorado, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Stateless. 

25. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Stateless by postal mail to the address for Stateless listed in Section 29 (Contact Information) below. Stateless may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to Stateless in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Network, Stateless may instead provide such notice by posting on the Network. Notices provided to Stateless will be deemed given when actually received by Stateless. Notice provided to you will be deemed given twenty-four (24) hours after posting to the Network or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

26. LINKED SITES. The Network or Services may contain links to third-party sites or content that are not under the control of Stateless. If you access a third-party site or content from the Network or Services, then you do so at your own risk and Stateless is not responsible for any content or offerings (including Cloud Products or Cloud Services) on any linked site. You may establish a link to a site, provided that the link does not state or imply any sponsorship or endorsement of your site by Stateless or any group or individual affiliated with Stateless. You may not use on your site any Content or marks appearing on the Network in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Network without Stateless’ prior written consent.

27. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern your access to and use of the Network and Services, and is the complete and exclusive understanding and agreement between the parties regarding such subject matter and supersedes any oral or written proposal, agreement, or other communication between the parties, regarding your access to and use of the Network and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Stateless under this Agreement must be in writing or later acknowledged by Stateless in writing. Any waiver or failure by Stateless to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Stateless of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Stateless. Any purported assignment or delegation in violation of the foregoing will be null and void. Stateless may assign this Agreement to any party that assumes Stateless’ obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to the words “include”, “includes”, and “including” will mean “include”, “includes”, and “including”, in each case, “without limitation”. Upon request from Stateless, you agree to provide Stateless with such documentation or records with respect to your activities under this Agreement as may be reasonably requested for Stateless to verify your compliance with the terms of this Agreement and all Laws.

28. QUESTIONS, COMPLAINTS, CLAIMS. If you have any questions, complaints, or claims with respect to the Network or Services, please contact Stateless at legal@stateless.net. Stateless will do its best to address your concerns. If you feel that your concerns have been addressed incompletely, Stateless invites you to let Stateless know for further investigation.

29. CONTACT INFORMATION:

Stateless, Inc. 

Attn: Legal – Terms of Service

PO Box 7060

Boulder, CO 80306

legal@stateless.net