Stash Developer Terms & Conditions
Welcome to Stash! We offer a platform with products and services for developers to enable purchases and operate direct-to-consumer experiences for virtual and digital goods. By using or accessing our platform or services for commercial purposes, signing up for a commercial account and/or making an order that includes licensing products we offer (“Customer”), you are entering into this agreement with Fractal Wagmi Inc. (d/b/a Stash)(“Stash”). Our services and platform include, but are not limited to, our websites and subdomains, application programming interfaces, software development kits and tools for web shops, game launchers, managing payments for online purchases, analytics and reporting, fraud prevention, information security, sales tax compliance, customer support and any other solutions we provide (together, “Services”) to support our Customers’ relationship with and offerings to their end-users (“Consumers”). Our Agreement with you, as our Customer, includes these Stash Developer Terms and Conditions (“Developer Terms”), together with any order form you enter into with us (the “Order”), Data Processing Addendum attached hereto as Exhibit A (“DPA”), any additional terms or supplemental terms (“Additional Terms”) and supporting documentation for the use of technical tools provided by Stash and posted HERE (“Technical Documentation”), all of which are incorporated by reference (collectively, the “Agreement”). For purposes of this Agreement, “we,” “us” or “our” means Stash and “user”, “you”, and “your” means Customer (each a “Party” and together “Parties”).
The Parties mutually represent and warrant that we each, respectively, have the right, power and authority to enter into these Developer Terms and to perform our respective duties, obligations and covenants set forth herein. If the individual accepting this Agreement is accepting on behalf of a legal entity, the individual represents that he or she has the authority to bind such entity to the Agreement, in which case the term “you” refers to the entity.
Stash may, in its sole discretion, change, modify, add or remove portions of this Agreement at any time by posting online or otherwise notifying you. Please check this Agreement and any policies periodically for changes. We may also change, suspend or discontinue the Services at any time in our sole discretion. Any new features, tools, software or solutions added to the current Services will also be subject to this Agreement. You must read this Agreement, which includes a binding arbitration agreement (“Arbitration Agreement”) that governs the resolution of claims that may arise against Stash and limits how you may seek relief from us.
YOU AGREE THAT YOU ARE EIGHTEEN (18) YEARS OLD OR AT LEAST THE AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU CONFIRM THAT YOU ARE USING THE SERVICES SOLELY FOR BUSINESS OR COMMERCIAL ACTIVITIES AND THAT YOU ARE NOT USING THE SERVICES FOR ANY PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES.
1. THE SERVICES
1.1. Account Creation. Through our Services, content you make available for Consumers (“Customer Content”), such as digital currency or virtual goods for use in a game, can be purchased by end-users (“Sales Activity”). Within the Services, you may also access checkout features available through Consumer-facing web shops, which we may create on your behalf, at your direction. To use the Services, Customer must create an account to access our Services (“Platform Account”) through login by authorized Customer personnel (“Authorized User”). Customer will not allow anyone other than Authorized Users to access or use the Services from the Platform Account, and you are responsible for any actions Authorized Users take in connection with the Platform Account and the Services.
1.2. KYC Process. To complete your registration for a Platform Account, the information you must provide us with includes, but is not limited to: i) the legal entity name; ii) business address; iii) phone number; iv) email address; v) the state in which the Customer is incorporated; vi) business tax identification number; vii) name, address and details of a financial institution account to credit and debit for your use of the Services (“Bank Account”); viii) settlement currency; ix) catalog of digital and virtual goods to be offered as Customer Content; x) identification of individuals with beneficial ownership of the entity; and x) any other information, as needed by us or our PSP (altogether, “KYC Process”).
1.3. Payout Account. When you create a Platform Account, you authorize us to share any information we gather about you, from the KYC Process or otherwise, to support your creation of a PSP account (or linking of an existing account to Stash’s account) for payouts in your name (“Payout Account”) from a payment service partner, (“PSP”) that processes transactions between you and the Consumer through our Services so that you may create a PSP account in your name (“Payout Account”). Within the Platform Account, you may view specific transactions and aggregate Sales Activity recorded in the Payout Account. To use the Services, you agree to be bound by the relevant terms between you and the relevant PSP as reflected HERE. Additional Terms, including Additional Terms for Payout Account Management related to your use of the Services to complete Sales Activity within the Payout Account, may be available on the Stash website or the Platform Account or accessed through the Contact Us link.
1.4. Added Services. To deliver further value to you by providing our Services, we act in accordance with your authorization so that you can manage your obligations (“Stash VAS”) in relation to some regulations and third-party contracts. Stash VAS we offer may include: i) managing your tax compliance obligations such as collection, reporting and remittance of taxes for specific and aggregate Sales Activity; ii) providing extended customer support for payment-related inquiries by Consumers who purchase Customer Content; iii) managing the process for refunds and chargebacks; iv) assisting you in monitoring and prevention of fraud for transactions to buy Consumer Content; v) managing onboarding, maintenance, reporting and reconciliation for the Payout Account; vi) advising you on e-commerce and business strategy; and vii) providing reports on insights and analytics. These Stash VAS may expand or change, so you should continue to refer to any applicable Additional Terms and Technical Documentation that may apply.
1.5. Third-Party Services. Customer acknowledges and accepts that Stash has integrated various third-party tools and services (“Third-Party Services”), which may be linked from within our Services. These Third-Party Services are not owned or controlled by Stash. A link to or from one of our Services does not represent or imply that we endorse any sites contained within Third-Party Services or content therein. We cannot control and will not be held responsible for the obligations or practices in relation to Third-Party Services.
1.6. Beta Services and Limited Warranties. Stash may make available to you, from time to time, products and services, including software and Third-Party Services, that are in beta testing by Stash or that are otherwise not made generally available to our Customers (“Beta Products and Services”). Customers may elect to use Beta Products and Services by accessing and using such Beta Products and Services, which we may modify, suspend and terminate at any time without liability, except for obligations to make payment to you. Discontinuing use of Beta Products and Services will be your sole and exclusive remedy for any failure, defect, flaw or non-conformity of the Beta Products and Services. NOTWITHSTANDING ANY CONTRARY TERM IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES. STASH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. STASH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL MEET CUSTOMER’S REQUIREMENTS.
2. LICENSE AND INTELLECTUAL PROPERTY
2.1. License to Customer. Stash grants you, as Customer, a worldwide, personal, non-transferable, non-assignable, revocable and non-exclusive license to use the Services. This license is for the sole purpose of enabling you to use the benefit of the Services we provide in the manner permitted by this Agreement, including any Technical Documentation and Additional Terms. Stash owns and retains all rights, title and interest (including all intellectual property rights and other rights) in and to the platform, sites, products, software and solutions included within the Services and any updates or modifications made thereto.
2.2. Intellectual Property. Stash trademarks, service marks and logos (“Stash Marks”) are subject to copyright, trademark and other intellectual property rights under the United States and foreign laws and international conventions. Stash Marks must not be used, manipulated, copied, reproduced, transmitted, distributed, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever. If an Order has not been executed between Stash and Customer, Stash grants Customer a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable license to use the Stash intellectual property (“Stash IP”) solely for purposes of integrating the Services into any customer website, such as a game. If an Order has been signed, Stash grants Customer a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable license to use the Stash IP solely for evaluation purposes. Customer retains all rights, title and interest (including all intellectual property rights and other rights) in and to the Customer Content, even if uploaded to the Services, and to any interoperating website, mobile application or other distribution method owned or operated by Customer (“Customer Site”), where Customer Content may be made available for Sales Activity (together “Customer Materials”).
2.2. License to Stash and Feedback. Subject to this Agreement, Customer grants to Stash a worldwide, nonexclusive license and is expressly instructing us to access and interoperate with Customer Materials to provide and support delivery of the Services. Customer shall grant Stash a limited, non-exclusive license to use the intellectual property with Customer Materials solely for Stash’s provision of Services to Customer in relation to this Agreement. If the Customer provides Stash with feedback, ideas, or suggestions regarding the Services or any other Stash offering (“Feedback”), Stash may use such Feedback without restriction or obligation. You agree that Stash may incorporate Customer Materials and Customer IP for use and display in connection with delivering the Services or marketing or communicating about the Services, including naming Customer as a client of the Services.
3. ACTIVITY AND TRANSACTIONS
3.1. Stash’s Role. In offering the Services, we do not provide any financial services, including banking, deposit taking, stored value or insurance. One of our partners, including the PSPs, may perform certain activities (such as payment processing). To the extent that we are considered to be engaged in payment processing, you agree that Stash is operating only as a limited agent for Customer, as the payee in relation to Sales Activity. You direct the PSP to share any data it collects relating to you, including Customer Materials and Sales Activity. You further authorize Stash to share any such data with the PSP to deliver the Services or for any purpose permitted by law. Within your Platform Account or otherwise, we may show you a balance for Sales Activity in your Payout Account, but that balance merely reflects the payment collected by the PSPs. Stash is not responsible for the accuracy of the information displayed in the Payout Account. Nothing in this Agreement shall be construed to create a partnership or joint venture, and the Parties are each independent contractors.
3.2. Customer’s Role. You agree that Stash is not a party to any agreement between you and the Consumer (“Customer Terms”), even if Customer Content is used in connection with Sales Activity, uploaded to the Services or a Customer Site is enabled by or interoperates with the Services. You are the seller of record for Sales Activity and are solely and fully responsible for honoring all transactions and fulfilling all obligations owed to the Consumer. You agree that Stash will not be responsible or held liable by you for matters related to the fulfillment of your obligations under Customer Terms. You agree Stash is not obligated to (but may) monitor, approve, verify or prescreen any Customer Materials. You also agree that Stash reserves the right (but has no obligation) to refuse to provide the Services for any reason, such as when a transaction would not be approved by the relevant PSP.
4. RESTRICTIONS ON LICENSE AND SALES ACTIVITY
4.1. License Restrictions. Stash reserves the right to terminate any license at any time, subject to any notice required under laws that apply to you. Other than those limited rights expressly granted under this Agreement, the Customer does not obtain any other rights, express or implied, in the Services and any of its components. You further agree you will not directly or indirectly: i) copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile or create derivative works related to the Services; ii) sell, trade or resell the Services for any purpose; iii) interfere with or disrupt the proper working of the Services; iv) bypass any tools Stash may use to prevent or restrict access to the Service; v) use any robot, spider or other automated device or process to access the Services for any purpose such as scraping data, account creation or copying material; vi) take any action that imposes, or may in Stash’s sole discretion, create an unreasonable or disproportionately large load on our Services.
4.2. Restrictions for Sales Activity and Customer Content. To use the Services and maintain a Platform Account and Payout Account, you agree you will not cause Stash or Third-Party Services to contravene any applicable laws. You also agree to not distribute or deliver Customer Materials or any products through the Services in any manner that: i) violates, or may violate, the rules or policies of the PSPs or Card Networks; ii) is listed by us as Prohibited Products and Activities; iii) promotes or encourages discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; iv) targets, or intends to distribute to, children under the age of thirteen (13) years old; or vi) is abusive towards other people. Customer Materials that do not conform to these guidelines may be subject to re-review, and we reserve the right to take action, including anything from a warning, content removal or a permanent ban of your Platform Account and termination of this Agreement for more severe offenses.
5. TERM AND TERMINATION
5.1. Term. This Agreement will begin (the “Effective Date”) on the earliest date when: i) Customer signs up for or sets up a Platform Account or clicks the accept button to agree to use our Services; ii) Stash and Customer agree to an Order forming part of this Agreement; or iii) Customer otherwise accesses the Services. This Agreement will continue until you or us terminate it as provided in this Agreement (the “Term”), subject to any expiration date set forth in an applicable Order.
5.2. Termination by Customer. Customer may terminate this Agreement by canceling the Platform Account, subject to any applicable notice period set forth in the Order.
5.3. Suspension or Termination by Stash. We may suspend or terminate this Agreement or the Services or close your Platform Account at any time with or without notice, including if: i) we are required to by the PSP, Card Networks, applicable law or government authority; ii) we believe that your activity, actions or inaction pose a risk to the security or technical functioning of Stash's platform or the integrity of the Services or to our other customers or Third-Party Services; or iii) you communicate online or in public forums any false, defamatory, or disparaging statements that will affect the Services or the goodwill of Stash. If we terminate because Services are discontinued, we will provide advance notice, as required by law, to allow your withdrawal of Customer Materials within the below-defined Extraction Grace Period.
5.4. Survival. Any provision of this Agreement that gives rise to a Party's ongoing obligation will survive termination of this Agreement. In addition, in the event of termination, any provision of this Agreement which relates to your obligations incurred or existing under this Agreement before termination shall survive the termination. For example, termination of this Agreement does not release you from the obligation to pay all fees and costs due for Sales Activity that occurred before termination. If your account is terminated, we (through our PSPs) will, within a reasonable time, pay any amounts owed to you, as long as the payments are permitted by applicable laws, regulations and orders.
5.5. Effect of Termination. The license of the Stash IP to Customer shall terminate upon the expiration of the Term, and your licensing to Customer IP to us shall terminate upon the expiration of the Term. Upon the termination of this Agreement, you will cease all use of the Services, Stash will no longer provide you with the Services and you will not be able to access your Platform Account. Unless otherwise provided in this Agreement, you will not be entitled to any refunds of any fees paid to Stash or Third-Party Services in connection with Sales Activity, pro rata or otherwise. If your access to the Services or this Agreement is terminated, you must immediately delete all Customer Content and any links to Customer Site, unless doing so would violate any law, your agreements with the Consumer or an obligation from a government authority. Post-termination, you will have a thirty (30) day grace period to extract Customer Content and non-anonymized Consumer information stored using the Services (“Extraction Grace Period”). Following this Extraction Grace Period, Stash will have no obligation to retain or preserve any of the content of the Platform Account.
6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
6.1. IP Representations. You represent and warrant that: i) you own all rights in and to any content provided by you, including but not limited to the Customer Material’s intellectual property and all trademarks, service marks, designs, images, animations, videos, audio files, artworks and other information that is incorporated or otherwise made available in the Services; and ii) you have, and will continue to have, the full power, licenses, consents and authority in and to the Customer Materials, as necessary for licensing to Stash as provided hereunder.
6.2. Compliance with Applicable Law. You agree to comply with all laws and regulations, including those governing the Customer Content, your performance under this Agreement, and the operation of your business. Customer represents and warrants that Customer: i) is not located or organized in a country subject to sanctions or embargoes by the United States. or other similar authority (“Sanctioned Country”); ii) will not directly or indirectly permit access to the Services by individuals located in a Sanctioned Country; iii) will not export or otherwise transfer the Services to a Sanctioned Country without obtaining authorizations required by applicable laws; iv) is not identified on any sanctions or export control list maintained by the United States Government or similar authority, including the Specially Designated Nationals List or the Unverified List administered by BIS (collectively the “Sanctions Lists”); v) is not more than fifty percent owned by an individual(s) identified on a Sanctions List; and vi) implements geolocation blocking tools or other measures to prevent providing services in or targeting users in a Sanctioned Country.
6.3. Indemnification. You will indemnify and hold harmless Stash, its affiliates or their employees, agents, contractors, officers or directors, representatives and agents, and each of their respective successors and assigns (“Stash Parties”) against any and all losses, liabilities, costs, fines, damages (actual and consequential) and expenses (including attorneys’ fees) incurred by Stash by reason of any claim, suit or proceeding (“Claim”) arising out of or relating to: i) Customer Materials, the Platform Account, the Payout Account or Sales Activity; ii) your access to or use of the Services; iii) your breach or any acts or omissions that, if true, would be a breach of this Agreement; and iv) your breach or alleged breach of any applicable law or regulation. At Stash’s option, you will assume control of the defense, but Stash retains the right to elect to take over the defense at any time.
7. LIMITATION OF LIABILITY
7.1. EXCLUSIONS AND LIMITATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STASH PARTIES BE LIABLE TO CUSTOMER FOR: i) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; OR ii) ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH ANY MODIFICATION, PRICE CHANGE, DISCONTINUANCE OF THE SERVICES OR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY PERMITTED TERMINATION OR SUSPENSION OF THIS AGREEMENT, YOUR USE OF OR ACCESS TO THE SERVICES, BREACH OF CUSTOMER TERMS WITH A CONSUMER, SALE OF CUSTOMER CONTENT OR FAILURE OF CUSTOMER SITE. THE STASH PARTIES’ CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO STASH BY OR ON BEHALF OF CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE SIX(6) CALENDAR MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND STASH HAS RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.
7.2. Exceptions to Exclusions and Limitations. You agree that the exclusions and limitations in this apply to: i) a Party’s gross negligence, willful misconduct, or fraud in relation to this Agreement; ii) a Party’s indemnification obligations defined in the provisions on indemnification at Section 6.3; ii) the Customer’s breach of Section 4, Restrictions on License and Sales Activity; or iii) the Customer’s payment obligations to Stash under this Agreement.
7.3. Force Majeure. Stash shall not be liable for any loss or delay to the extent resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, internet service provider failures or delays, pandemic, epidemic, quarantine restriction, civil unrest, war or military hostilities, criminal acts of third parties or any other event beyond Stash’s control, and any performance of the Services shall be extended to the extent of any delay resulting from any force majeure event.
8. DATA PROTECTION AND CONFIDENTIALITY
8.1. Data Privacy. When you access the services as an individual acting on behalf of the Customer entity you are authorized to represent, our use of personal data about you is subject to our Privacy Policy. The role of each Party in the processing of personal data about Consumers or end-users in relation to the Services (“Consumer Personal Data”) is defined under applicable laws and further detailed in the DPA. Subject to applicable privacy laws and the DPA, Customer responsibilities when processing Consumer Personal Data include: i) obtaining consent, as required by applicable law, to enable Stash to collect and process such Consumer Personal Data for the purposes of determining eligibility to engage in Sales Activity and preventing fraud within the Services; ii) implementing reasonable measures to ensure that Services are not accessed by anyone under the age of thirteen (13); iii) preventing collection or sharing of personal data from anyone known to be under the age of thirteen (13); and iv) ensuring that when individuals between thirteen (13) and eighteen (18) yrs old, or the age of majority in the relevant country is involved in Sales Activity, both the user and their parent or guardian reviews documents and verifiable parental consent is given as required under applicable laws.
8.2. Customer Data. You are responsible for obtaining any necessary rights and licenses for Stash to use the data about you, your end-users and Authorized Users as contemplated in this Agreement, subject to the terms of the DPA between the Parties. This includes: i) the data and information input or uploaded into the Services by Customer; ii) the Consumer’s Personal Data, including payment card information collected via the Services; and iii) a Consumer's Customer-specific account and the data and information associated with such account. Customer agrees that it has the legal right and authority to access, use and disclose to Stash any Customer Data and authorizes Stash to access, process, use and disclose the Customer Data as necessary for us to perform and fulfill its obligations hereunder. Subject to the DPA, Stash may: i) collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies to improve and enhance the Services; and ii) disclose insights drawn from data about usage of the Services to Customer and other users of the Services in connection with their respective use of the Services.
8.3. Information Security. Subject to the DPA between the Parties, Stash will implement and maintain information security controls, policies and procedures that include administrative, technical and physical safeguards consistent with applicable laws, rules and regulations and generally accepted industry standards, including, without limitation, current Payment Card Industry Data Security Standard, that are designed to: i) maintain the security and integrity of Consumer Personal Data in Stash’s possession or control, such as Consumer card information required for processing of Sales Activity by the PSP; ii) protect against anticipated threats or hazards to the security or integrity of Stash and the Services; and iii) protect against unauthorized access or use of transaction data. You agree to immediately notify Stash at privacy@stash.gg of any unauthorized use of or access to the Platform Account or password you maintain for the Services, or another breach of security. Each Party will make commercially reasonable efforts to cooperate with the other Party to prevent and resolve any incidents of fraud, security breach, or unauthorized access to the Services. Customer is solely responsible for the security of data residing on servers owned or operated by Customer or a third party designated by Customer.
8.4. Confidentiality. Each Party agrees to keep strictly confidential the terms of this Agreement and all other non-public information received from the other Party in the course of the negotiation, execution and performance of this Agreement that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (the “Confidential Information”). Unless the disclosing Party consents in writing, the Party receiving Confidential Information shall not disclose to any third party any Confidential Information, except in connection with the performance of its obligations and exercise of its rights under this Agreement. In addition, a receiving Party has the right to disclose Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority, provided, however, that the receiving Party will first have given notice to the disclosing Party and will have made a reasonable effort to obtain a protective order requiring that the disclosed Confidential Information be used only for the purposes for which the order was issued. The restrictions in this section do not apply to information that: i) is or becomes a part of the public domain through no act or omission of the receiving Party; ii) is disclosed to the receiving Party by a third party without restrictions on disclosure; iii) was in the receiving Party’s lawful possession without obligation of confidentiality before the disclosure and was not obtained by the receiving Party either directly or indirectly from the disclosing Party; or iv) is independently developed by the receiving Party without any access to or use of Confidential Information, as demonstrated by files in existence at the time receiving Party independently developed that information.
9. ARBITRATION
9.1. Please carefully read the Arbitration Agreement, which applies if you live in the United States or another jurisdiction that allows you to agree to arbitration. You and Stash both agree to engage in good-faith efforts to resolve disputes before either Party initiates an arbitration or seeks equitable relief for intellectual property infringement. In the event of any dispute or claim relating to or arising out of this Agreement or your access and use of the Service or to any aspect of your relationship with Stash, such dispute or controversy shall be settled by binding arbitration in San Francisco, California, before a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”), as modified by this Agreement, and administered by JAMS. However, disputes involving claims and counterclaims under $250,000, not including attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules then in effect. The arbitrator's decision will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Parties acknowledge and agree that in connection with any such arbitration: i) each Party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses; and ii) the arbitration costs shall be borne entirely by the losing Party. However, if there is no losing Party, then the arbitrator will determine each Party’s share of the costs based on each Party's liability. If the Parties reach a settlement, they may agree on the proportion of their respective share of the arbitration costs. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding and only after making an attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration, you must send a letter requesting arbitration and describing your claim to 1031 E Brandon BLVD #2468 Brandon FL 33511. The arbitration will be conducted by JAMS and all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This Arbitration Agreement does not restrict a Party's right to instead seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or another misuse of proprietary rights.
9.2. Waiver of Jury Trial. YOU AND STASH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Instead, the Parties are electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except to determine the validity or applicability of the Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Developer Terms 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.
9.3. Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party's claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Stash agree that no dispute shall proceed through class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of California. All other claims shall be arbitrated.
10. GENERAL
10. 1. Governing Law. These Developer Terms and Customer’s access to and use of the Services shall be governed by, interpreted and enforced under the laws of the State of California without regard to conflict of law rules or principles. Any dispute between the Parties not subject to the Arbitration Agreement shall be resolved in the state or federal courts in California. Each Party hereby irrevocably waives, to the fullest extent it may effectively do so, the claim of an inconvenient or improper forum.
10.2. Severability, No Third Parties, Entire Agreement. If any term of this Agreement is determined to be unenforceable or illegal in a jurisdiction or invalid under law, such term will not be affected in other jurisdictions, and in relevant jurisdictions, the remaining provisions will continue in full force and effect. This Agreement constitutes and contains the entire agreement between the Parties concerning the subject matter and supersedes any prior oral or written agreements. Notwithstanding the foregoing, any previously signed non-disclosure agreement(s) remain in full effect according to its terms. Unless expressly provided otherwise in the Order, any conflict between the terms of these Developer Terms and the overall Agreement shall be resolved in the following order: the Order, together with any applicable statement of work, followed by the Data Protection Addendum, followed by the remaining parts of this Agreement. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon anyone other than the Parties to this Agreement.
10.3. Assignment. Customer may not assign its rights under this Agreement, including, without limitation, by operation of law or merger, without Stash’s prior written approval, and any attempt to assign this Agreement without such prior approval is void. You agree that Stash may, in its sole discretion and without your consent, assign our rights under this Agreement to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.4. Waiver. Stash’s failure or delay to enforce any rights or terms in this Agreement will not constitute a waiver of such terms or any other terms of this Agreement.
10.5. Notices and Electronic Communications. Stash may give notice to you through the Platform Account, electronic mail to Customer’s email address in our records or written communication sent by first class mail, postage prepaid, or overnight courier to Customer’s address on record, provided Stash has the Customer’s physical address. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. The communications between you and Stash may take place via electronic means, whether you visit the Services or send emails to us, or whether Stash posts notices on the Services or communicates with you via email. For contractual purposes, you consent to receive communications from Stash in an electronic form and agree that all terms and conditions, agreements, notices, disclosures and other communications that Stash provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.