Storable Easy Terms of Service
Effective for all Users as of October 8, 2025.
These General Terms and Conditions, and your Order Form, all of which are collectively referred to as the “Agreement” is a legally binding agreement between Easy Software Solutions, LLC (the “Company”) and you. The Company (d/b/a Storable Easy) is a wholly owned indirect subsidiary of Storable, Inc. The Company may be contacted by mail at 10900 Research Blvd. Suite 160C PMB 3099; Austin, TX 78759.
PLEASE REVIEW THE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE STRICTLY BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES,
THE AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 19 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
1. Definitions
a. “Applicable Law” means all applicable local, state, provincial, federal, and international laws and regulations.
b. “Bundled Services” means a combination of Services (each, a “Component”) that is licensed as a package.
c. “Content” means information obtained by us from our content licensors or publicly available sources and provided to you pursuant to an Order Form, as more fully described in the Documentation.
d. “Customer” means the person or entity that purchases a subscription to access the Services from the Company.
e. “Customer Data” means the data (including End User data) inputted by the Customer, User, or the Company on the Customer’s behalf for the purpose of using the Services.
f. “Documentation” means our online user guides, documentation, and help and training materials, as updated from time to time, accessible via https://www.storageunitsoftware.com/terms-of-service/ or https://www.storable.com/privacy/easy-privacy-policy/.
g. “End User” means an individual who is a customer of the customer or who is a member of staff of a customer of the customer.
h. “Facility” means a distinct self-storage facility at a single location which contains individual Units set forth in the Order Form for which the Services relate.
i. “Fees” means the agreed upon fees for the Services or Supplemental Services to be paid by you as set forth in an applicable Order Form.
j. “Intellectual Property Rights” means all trade secrets, inventions, patents and patent applications, copyrights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other equivalent rights that may exist anywhere in the world.
k. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. Additionally, any file, script, program, browser plug-in, browser helper or extension, or any malicious robot or application designed to scrape and collect data or automate the entry of data into or out of Services.
l. “Order Form” means an ordering document specifying the Services and/or Supplemental Services to be provided hereunder that is entered into between you and us, including any addenda and supplements thereto. By entering into an Order Form hereunder, you agree to be bound by the terms of this Agreement. The Order Form identifies (a) the Fees payable by you to the Company for the specific Services (Bundled or Supplemental) purchased, (b) the term of your Services, and (c) the payment terms of the Fees payable by you to the Company.
m. “Personally Identifiable Information” or “PII” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).
n. “Services” means any of the Company service offerings described in Section 2 (Services) below and specified in an Order Form either on a subscription basis or otherwise as stated in an Order Form. Services include Supplemental Services and/or Professional Services.
o. “Supplemental Services” means the non-recurring services that are ordered by you, for a fee, such as Customer specific consulting, configuration, implementation, migration, training, setup fees, website customization or other professional services as specified in an applicable Order Form.
p. “Term” has the meaning provided in Section 6 (Term and Termination) of these Terms of Service.
q. “Units” means the number of separate rentable self-storage units, parking spaces, storage containers, or lockers set forth in the Order Form for which the Services relate. Units shall not include Post Office boxes or similar boxes to which mail is delivered by a mail carrier.
r. “User” means an individual who is authorized by you to use a Service for your internal business purposes, for whom you have ordered the Service, and to whom you have supplied a user identification and password. Users shall not include any employee, agent, or representative(s) of a third-party other than an accountant, a full-service property management company or a previously disclosed third-party specifically permitted by us in writing or except as required by a court of law.
s. “we,” “us” or “our” means the Company.
t. “you” or “your” means the company or other legal entity for which You are accepting this Agreement.
u. “Your Data” means electronic data and information submitted by or for you to the purchased Services or collected and processed by or for you using the purchased Services, excluding Content and non-Salesforce.com applications.
2. Services.
We offer our proprietary software as a service platform that we host for our Customers. Additional Services or products may be added to this Agreement as they become available, but only products subscribed to by you on an Order Form or as may otherwise be ordered for you will be available to you. You are only entitled to use the Services for which you have subscribed and paid, and your use of such Services is subject to your compliance with all terms and conditions of the Agreement. You acknowledge and agree that we reserve the right to modify the Services (or any part thereof) from time to time and that we shall not be liable to you or to any third party for any modification to the Services.
2.1. Additional Services. We offer a facility management hosted software service (“Storable Easy management software”) with options including tenant insurance, tenant protection plans, CRM, lead tracking, tenant billing and accounting, and facility reporting and others that may be available from time to time. The Order Form that You have executed identifies (a) the Subscription Fees payable by you to the Company, (b) the term of your subscription to the Storable Easy management software and the related facility management Supplemental Services you are subscribing for, and (c) the number of Units for which you may use the Storable Easy management software and the related Supplemental Services You have subscribed to.
2.1.1. No Fee Customer Support. Provided you have paid all Fees payable by you for the Services under an applicable Order Form, We will use commercially reasonable efforts to provide, at no additional charge to you, reasonable and basic technical support services to you and your Users who have subscribed to the Services.
2.1.2. No Fee Training. Provided you have paid all Fees payable by you for the Services under an applicable Order Form, We shall make available, on a reasonable basis, our standard training services (by way of remote, live or recorded training sessions) to your designated, named and authorized Users as well as provide tutorials which are accessible via the Marketing Websites at no additional charge.
2.1.3. Expanding the Services. From time to time, we may make available on a general release basis additional service offerings. You authorize the Company to review Your Data for purposes of identifying such services that may be applicable to your operations. Should you wish to subscribe, access or use such service, such will be memorialized in a new applicable Order Form. Nothing in this Section 2.1.3 should be construed to imply or promise that additional functionality, features, or products will be available. Rather, if new services are made available, such Services shall be subject to these General Terms of Services and any additional terms and conditions that may specifically apply to such additional Services.
2.1.4. Tenant Protection Plans. The Company administers self-storage tenant protection plans (“Tenant Protection Plans”) in certain U.S. states as an Additional Service to self-storage operators. You, the self-storage owner/operator, may elect to offer Tenant Protection Plans to your tenants after completing an Order Form or specific Tenant Protection Plan Agreement. As a condition of providing our Tenant Protection Plans to your tenants, you represent that you require all tenants to maintain third-party insurance or other tenant property protection coverage for stored personal property at your premises during your tenants’ rental terms. Your tenants may purchase a Tenant Protection Plan from you directly in-person, via the online rental process, or they may be enrolled in the Tenant Protection Plan by you or Your representative(s) or through other services and/or technologies provided by the Company to verify adequate coverage of stored property is maintained by the tenant. You represent that you will cooperate with and adhere to the Company’s services, technologies, and terms of the Tenant Protection Plan Agreement in the provision of the Company’s Tenant Protection Plan to your tenants. As part of enrollment in the Tenant Protection Plan, the tenant shall agree to an addendum to their rental agreement (the “Lease Addendum”) outlining a property protection plan under which the self-storage owner/operator assumes limited liability for loss or damage to certain personal property stored by such tenant at the applicable property, as more particularly described in the Lease Addendum. In the event you offer the Company’s Tenant Protection Plan after converting from a tenant insurance program or a third-party tenant protection plan to your tenants storing property at your facilities, and to avoid any lapse of coverage for your tenants, the tenant may be enrolled in our Tenant Protection Plan by a notice process whereby the tenant shall accept and agree to the Lease Addendum by otherwise not providing evidence of valid stored property insurance coverage or other tenant property protection coverage. The tenant may opt-out of coverage provided under the Company’s Tenant Protection Plan at any time by providing evidence of valid stored property insurance coverage to you in an acceptable manner communicated to the tenant. You, the self-storage owner/operator, accept all risks and responsibility associated with direct communications and representations made by you to your tenants regarding the Tenant Protection Plans. Fees for the Tenant Protection Plans will be invoiced periodically on the tenant’s account directly in the Storable Easy management software. When a tenant pays for the Tenant Protection Plan, that money is considered “collected.” You, the self-storage owner/operator, will keep a specified portion of the “collected” fees for the Company’s compensation for administering the Tenant Protection Plans and its related administrative expenses in connection, and We will deduct the remaining balance of all “collected” fees monthly for the previous month from your account. You, the self-storage owner/operator, may opt out of or cancel the availability of the Tenant Protection Plans for any reason via written notice provided to the Company at least forty-five (45) days prior to the cancellation date by notifying the Company via email at [email protected]. We will, at our own expense and during the term of this Agreement, maintain a policy that insures the coverage amount as described in each applicable Lease Addendum. Coverage under the policy is subject to the terms, conditions and limits of the policy. To receive a copy of the policy, please submit a request to the Company at [email protected].
3. Fees and Taxes.
3.1. Service Fees. You shall pay the Fees for the Services in the amount set forth in the Order Form and according to the billing frequency stated in the Order Form. Service Fees shall be due and payable on the date of the invoice and must be received by us within the payment terms established in the applicable Order Form.
3.2. Fee Increases. Unless otherwise set forth in your Order Form, from time-to-time, Fees may be increased at our discretion after the initial term stated in the applicable Order form upon prior notice to you.
3.3. Late Payments. You acknowledge that your failure to pay any fees or charges when due may result in suspension or termination of the Services. If you fail to pay any of the Fees in a timely manner, we will notify you and you will have a thirty (30) day cure period (the “Payment Cure Period”) in which you can bring your account up to date. If you fail to bring your account up to date (including any late fees) within the Payment Cure Period, we may terminate your access to the Services. If you fail to pay any of the Fees or charges due hereunder, the Company reserves the right to engage a collections agency to collect the fees and charges and you acknowledge and agree that you shall pay all costs incurred by us in connection with the collection of such past due amounts, including, without limitation, reasonable attorneys’ and collections agencies’ fees plus interest in an amount equal to the lesser of 1.50% per month or the maximum rate permitted by Applicable Law.
3.4. Taxes. You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by the Agreement. When we have the legal obligation to pay or collect taxes for which you are responsible, pursuant to this Section 3, the appropriate amount shall be invoiced to and thereafter paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority before invoice is sent.
4. Your Rights and Restrictions.
4.1. Right to Access and Use the Services. Subject to the terms and conditions of the Agreement, and upon timely payment of all applicable Fees set forth in an Order Form, we hereby grant to you a non-exclusive, non-transferable, limited right to access and use (and permit your Users to use) the Services during the term to which you have subscribed solely for your internal business purposes, which precludes access and use by a third party to obtain (or share in your receipt of) payments made by your tenants (unless the Company has consented in writing to such access by a third party).
4.2. Authorized Users. You (i) are responsible for your Users’ compliance with the Agreement, and (ii) shall use best efforts to prevent unauthorized access to or use of the Services, including but not limited to regularly reviewing your list of authorized Users, and shall notify us immediately of any such unauthorized access or use. It is your responsibility to remove access to the Services if authorized status of a User or designated employee changes. You may not share your own account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify us immediately of any unauthorized use of your account or password or any other similar breach of security.
4.3. Your Responsibilities and Restrictions. You are responsible for all activities that occur under your use of the Services and the use by your Users. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data and content that you submit for your use of the Services; (ii) use best efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; (iv) to the extent applicable, comply with all applicable rules of credit card associations (including American Express, MasterCard and Visa); and (v) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Services. You may not, and you shall ensure your Users do not, (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent , assign, distribute, time share transfer, lease, loan, resell, distribute or otherwise commercially exploit, grant rights in or make the Services available to any third party without the Company’s express written consent; (iii) use the Services except as expressly authorized hereunder or in violation of any Applicable Laws; (iv) manage, create, develop, market, sell, or distribute competitive Services or assist another party to manage, create, develop, market, sell, or distribute competitive Services; (v) engage in any illegal or deceptive trade practices with respect to the Services; (vi) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain or attain unauthorized access to the Services or its related computer systems or networks; (vii) use the Services to transmit infringing, libelous, obscene, threatening, Malicious Code, or otherwise unlawful, unsafe, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (viii) use the Service to store or transmit any Malicious Code or unsolicited messages in violation of Applicable Laws; (ix) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein or (x) use any robot, spider, other automated device or process, or manual process to (a) crawl, monitor, copy, or “scrape” web pages or the content contained in the Storable Easy management software without Storable Easy’s express prior written consent or (b) access the Services (excluding password managers), or substantially download, reproduce or archive any portion of the Services.
4.4. Reservation of Rights. No other rights are granted except as expressly set forth in the Agreement. The Agreement is not a sale and does not convey any rights or ownership in, or to, the Services or any underlying software. We own all right, title, and interest, including all Intellectual Property Rights, in and to the Services and the underlying software and any and all updates, upgrades, modifications, enhancements, Content, improvements or derivative works thereof, and in any idea, know-how, and programs developed by us or our licensors during the course of performance of the Services.
5. Privacy and Security
5.1. Data Exchange Interface (“DEI”) Rights. The Company provides an advanced DEI exclusively for Customer’s internal use. You acknowledge and agree that any use by a third party, affiliate, or agent of Customer, or any use to manage, create, develop, market, sell or distribute a commercial product, requires a separate third-party DEI agreement (for example, an API agreement or other integration), which will expressly memorialize the rights and uses thereunder. No third party shall be considered integrated unless a DEI agreement is currently in place.
5.2. Our Use of Anonymous Data. You agree that the Company may use the data generated by and stored on our servers anonymously, in support of our own internal business purposes, including but not limited to the development of anonymous marketing and sales collateral materials, statistical analysis of data regarding rental rates, unit availability, traffic sources, vacancy, and other relevant data to construct yield optimization models, and publication solely in an aggregated deidentified form of operating data in industry benchmark reports. You shall at all times retain ownership of your data.
5.3. Protection of Customer Data, Personal Information, and Confidential Information. Each party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for the purpose of this Agreement. The Company shall implement and maintain reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer data, confidential information or PII. In connection therewith, the Company acknowledges and agrees that it is responsible for the security of Customer Data that it stores, processes, or transmits on behalf of the Customer. The Company may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Company’s sole discretion. The Company will provide notice if You need to take action to facilitate continued interaction with the Services. Additional information on how we treat Customer and End User data is set forth in our privacy policy, available at [INSERT]. Notwithstanding, You are ultimately and strictly responsible for safeguarding all Confidential Information in your account.
5.4. Notices. The Company shall endeavor to notify You in accordance with Applicable Laws of unauthorized access, use or disclosure of Customer Data or Confidential Information under the Company’s control. The Company shall provide You with information regarding such incident as required by Applicable Laws or as reasonably requested by You to enable You to comply with its obligations under Applicable Laws. The Company shall use reasonable efforts to: (i) identify the cause of the incident and (ii) remediate the cause of the incident within the Company’s systems, to the extent such remediation is within the Company’s control.
5.5. Call Recordings. You acknowledge and agree that we may record calls between you or your agents and us (or between your current or prospective tenants and us) for quality assurance and training purposes, including when a call is placed on hold (“Call Recordings”). Any Call Recordings are our sole and exclusive property and may be retained or destroyed by us at our sole discretion. We may use Call Recordings for any lawful business purpose, in accordance with our Privacy Policy. Unless otherwise required by applicable law, rule, regulation or court order, we have no obligation to provide you with any Call Recordings.
6. Terms and Termination.
6.1. Term. The term of the Agreement begins on the effective date of the initial subscription term and ends on the date of termination or expiration of your Services. The term of the Services varies depending on the Services subscribed to or obtained and shall be set forth on the Order Form. If not set forth otherwise, your Services shall be (and renew) month-to-month.
6.2. Subscription Terms. You may purchase additional services as outlined in Section 2 (2.1 Additional Services). The executed Order Form for such additional service will include the effective date of that additional service.
6.3. Notification of Non-Renewal. Written notice of non-renewal by you must be submitted to the Company at the address in the preamble or on your Order Form.
6.4. Termination for Cause. Either party may terminate the Agreement and all Services under an existing Order Form (i) if the other party breaches any of its material obligations under the Agreement and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. We may terminate the Agreement immediately in the event of a breach of Sections 4.2 or 4.3 above.
6.5. Termination for Convenience. Unless agreed to in an Order From or otherwise, you or we may terminate the Agreement, all the Services, or any individual Component of a Services Bundle, at any time for any reason, upon fifteen (15) days’ written notice to the Company.
6.6. Effect of Termination. Upon a termination of the Agreement or any Service, you will immediately discontinue use of the applicable Services, cease to represent in any form that you are a user of the terminated Services, and destroy all our Confidential Information in your possession. Neither party shall be liable for any damages resulting from a termination of the Agreement or any subscriptions to Services as provided for herein; provided, however, that the termination of the Agreement shall not affect any claim arising prior to such termination.
6.7. Your Data in the Event of Termination. You acknowledge and agree that following expiration or termination of any of your subscriptions to the Services in whole or in part, we may immediately deactivate all affected and related Services and that we shall have no obligation to continue to store Your Data during any period of suspension or termination or to permit you to retrieve such data. You further agree that we shall not be liable to you or to any third party for any termination of your access to the Services or deletion of Your Data pursuant to this Agreement. Following the termination of your right to use the Services for any reason other than termination for cause by us, you may use any post-termination assistance we may generally make available with respect to the Services. We may also endeavor to provide you with unique post-suspension or post-termination assistance, but we shall be under no obligation to do so.
6.8. Exemption from Return of Data. Notwithstanding anything to the contrary in this Section 6. (Term and Termination) the Company shall not be required to return to Customer or destroy those copies of the Customer Data or Confidential Information which copies were created pursuant to our automatic archiving and backup procedures and the removal of which is not technically reasonable.
7. Downtime and Service Suspensions.
In addition to our rights to terminate or suspend our Services (each, a “Service Suspension”) to you, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated, unscheduled, or scheduled downtime or unavailability of any portion or all of the Services for any reason; and (ii) we shall also be entitled, without any liability to you or related third parties, to suspend access to any portion of the Services at any time. Without limitation, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that may occur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you email notice of any Service Suspension and to post updates on our bulletin board regarding resumption of the Services following any such Service Suspension, but we shall have no liability for the manner in which we may do so or if we do not do so.
8. Representations and Warranties.
8.1. Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that (i) it has all necessary authority to enter into and perform its obligations under the Agreement without the consent of any third party or breach of any contract or agreement with any third party, (ii) all persons performing any obligations hereunder have entered into all necessary agreements in order for it to comply with the terms and conditions of the Agreement, and (iii) it shall comply in all material respects with all laws applicable to the Services.
8.2. Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS, INCLUDING ACCOUNTING REQUIREMENTS, OR THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS OR REGULATIONS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. WE SHALL HAVE NO OBLIGATION OR OTHER LIABILITY WITH REGARD TO ANY ERROR OR NON-COMPLIANCE WITH A WARRANTY THAT IS CAUSED BY YOUR BREACH OF THIS AGREEMENT.
WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO ANY FEDERAL OR STATE STATUTES OR REGULATIONS THAT MAY BE APPLICABLE TO YOU. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. Confidentiality.
9.1. Definition of Confidential Information. means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
9.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this Section 9.2.
9.3. Disclosures Required by Law. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
10. Indemnification.
10.1. Indemnification for Infringement. Subject to Section 10.4, we shall, at our expense, defend you against any third-party claim brought against you which alleges that the Services infringe any US patent issued to a third party as of the Effective Date or infringe any copyright, trademark or trade secret of any third party (collectively referred to as the “Infringing Item”). In the event an injunction is sought or obtained against use of the Infringing Item or in our opinion is likely to be sought or obtained, we shall, at our option and expense, either (i) procure for you and your named Users the right to continue to use the Services, or (ii) replace or modify the Services to make their use non-infringing while being capable of substantially performing the same function. In the event subsections (i) and (ii) above are not commercially practicable, as determined in our sole discretion, we may terminate the Services and refund any prepaid, but unused Service Fees. We shall not be obligated to defend or be liable for any costs or damages under this Section 10.1 if the alleged infringement arises out of or is in any manner attributable to (i) any unauthorized modification of any Services by you (or any of your Users) or (ii) use of Services in combination with services and products not provided or authorized by the Company if such infringement would have been avoided without such modification or combination or (iii) compliance with your designs or instructions or (iv) a claim that does not state with specificity that the Services are the subject of the claim (each an “Excluded Claim”). The foregoing shall be your exclusive remedy for any claim in connection with an Infringing Item.
10.2. Indemnification for Data Security and Privacy. Subject to Section 10.4, and during the term of your subscription to the Services, we shall, at our expense, defend you against any third-party claim brought against you which allege our recklessness or our willful misconduct in disclosing sensitive Personally Identifiable Information of your End Users in our possession or control. This indemnity will not apply to the extent that such claim, arises from or relates to either matters beyond our control or your negligence or willful misconduct or that of your owners, managers, employees, agents or representatives, or to the extent liability is disclaimed or limited by either party under the Agreement. The indemnity obligations set forth in this section are contingent upon your proving our recklessness or willful misconduct has directly and proximately resulted in the unauthorized access to or disclosure of sensitive Personally Identifiable Information of your customers in our possession or control.
10.3. Your Indemnification. You agree to indemnify, hold harmless, and defend us and all our employees, officers, directors and agents from any and all claims, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (i) your use of the Services, (ii) an Excluded Claim, (iii) any content provided by you, (iv) any actual or alleged breach by you of any representation, warranty, covenant or obligation under the Agreement or (v) your gross negligence or willful misconduct. Your indemnification obligations under this Section 10.3 shall survive any termination or expiration of the Agreement.
10.4. Notification and Cooperation. The indemnifying party’s obligations to the indemnified party under this Section 10 above are conditioned upon (i) indemnified party notifying indemnifying party promptly, upon knowledge of any claim, for which it may be entitled to indemnification under the Agreement; (ii) to the extent applicable, indemnified party ceasing use of the claimed infringing Services upon receipt of notice of same; (iii) indemnified party permitting indemnifying party to have the sole right to control the defense and settlement of any such claim (provided that indemnifying party may not settle any claim without the indemnified party’s consent unless the settlement unconditionally releases indemnified party from all liability); (iv) indemnified party providing reasonable assistance to indemnifying party, at indemnifying party’s expense, in the defense of such claim; (v) indemnified party not entering into any settlement agreement or otherwise settling any such claim without indemnifying party’s express prior written consent or request which shall not be unreasonably withheld; and (vi) indemnified party complying with any settlement or court order made in connection with the claim (related to the future use of any infringing materials). Indemnified party may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.
10.5. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
11. Limitation on Liability.
11.1 YOU ACKNOWLEDGE THAT WE HAVE NOT PRICED THE SERVICES TO CONTEMPLATE THE RISKS OF RELIANCE BY YOU ON THE SERVICES TO HAVE OR ASSUME SUBSTANTIAL LIABILITY OR RESPONSIBILITY FOR YOUR USE THEREOF. EXCEPT WITH RESPECT TO DAMAGES ARISING IN CONNECTION WITH A BREACH OF SECTIONS 4.3 (YOUR RESPONSIBILITIES AND RESTRICTIONS), 9 (CONFIDENTIALITY) OR 12 (PERSONAL INFORMATION AND PRIVACY STATEMENT), TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE SUM OF THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
11.2 YOU ACKNOWLEDGE THAT WE HAVE NOT PRICED THE SERVICES TO CONTEMPLATE THE RISKS OF RELIANCE BY YOU ON THE SERVICES TO HAVE OR ASSUME SUBSTANTIAL LIABILITY OR RESPONSIBILITY FOR YOUR USE THEREOF. EXCEPT WITH RESPECT TO DAMAGES ARISING IN CONNECTION WITH A BREACH OF SECTIONS 4.3, 9 OR 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HERETO, ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF THE AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Personal Information and Privacy Statement.
You will comply with all applicable privacy and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information of any person. You will post a privacy statement on the page where you collect Personally Identifiable Information (“Privacy Statement”) that complies with all Applicable Laws, rules, regulations and guidelines and, at a minimum, notifies users of the Personally Identifiable Information collected, how it will be used and how it will be secured and identifies the collection (via cookies, web beacons and other applicable means) and use of information gathered in connection with the Services and obtains prior informed consent (opt-in) before utilizing any tracking technologies, to the extent required by Applicable Laws. Such Privacy Statement shall also include technical information related to collection, transmission and storage of Personally Identifiable Information provided by us through the Services. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personally Identifiable Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. You agree to comply with the descriptions and provisions of the Privacy Statement.
13. Miscellaneous.
13.1. Independent Parties. You and the Company are independent parties operating at arms’ length. The Agreement does not create any joint venture, partnership, agency or employment relationship between the parties. You shall be solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other agents, representatives or service providers. Neither you nor any of your employees, agents, representatives, or service providers shall make any representations, warranties or guarantees with respect to us, the Agreement or the Services other than as expressly authorized by us in writing.
13.2. Assignment. Neither the Agreement nor any of your rights or obligations under the Agreement may be assigned or transferred, by operation of law or otherwise, without our prior written consent, unless assigned to a successor in interest, or pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of your assets of which you provide us notice at least thirty (30) days prior to the consummation of the transaction and such transaction does not involve a competitor of the Company. You and the Company will negotiate the cost of this assignment upon the notification of the change. An assignment by you based on any other circumstances requires our prior consent, which consent shall not be unreasonably withheld. We may freely assign this Agreement without your consent provided that the Services continue to operate as outlined in this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.3. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts beyond the control of the responsible party, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; failures of third party suppliers, service providers or vendors; and any other cause beyond the reasonable control of a party. The limitations set forth in this paragraph shall not apply to any payment obligations herein.
13.4 Choice of Law. The Agreement and any dispute arising out of or in connection with the Agreement shall be governed by and construed under the laws of the State of Texas, without regard to the principles of conflict of laws. ALL CLAIMS (AS DEFINED BELOW) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S ORIGINAL JURISDICTION.
The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE AGREE THAT ALL CLAIMS (AS DEFINED BELOW) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 19 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR OBJECTIONS WITH RESPECT TO ANY SUCH CLAIM.
“Claims” shall mean any claim, action, or demand arising from or relating to this Agreement or the interpretation or construction hereof, whether in law or equity and regardless of the legal theory on which is or may be asserted.
13.5. E-mail and Notices. You further agree that we may provide any and all notices, statements and other communications to you through either e-mail, mail, express delivery service, or delivered by a recognized commercial carrier addressed to the address last designated on the Agreement. You are responsible for providing us with any updated contact information.
13.6. No Waiver; Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
13.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
13.8. Amendment. We may amend or update these Terms from time to time upon notice to you via the Storable Easy management software, email, or otherwise. Your continued use of the Services is your acknowledgement that you agree to abide by the amended or updated Terms.
13.9. Entire Agreement. To the maximum extent permitted by Applicable Law, this Agreement, together with the documents referenced herein and all Order Forms constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided in this Agreement. You acknowledge and agree that Your agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by Us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these General Terms of Service and any Order Form or Additional Terms of Service, the terms of this Master Service Agreement shall prevail, to the extent of such conflict. No terms or conditions stated in Your purchase order or in any other of Your order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
13.10. Export. Both parties agree to comply with applicable US export and import laws and regulations. You shall not permit your Users to access or use the Services in violation of any export embargo, prohibition or restriction.
13.11. Publicity. We reserve the right to name you as a user of Our Services on Our marketing and promotional materials unless you opt out of such disclosure on an applicable Order Form. However, neither party shall issue any press release regarding the Agreement without the other Party’s prior written consent.
13.12. Links to Third Party Sites or Services Provided by Third Parties. The Services or our website may include links to third party sites (“Linked Sites”). The Linked Sites are not under our control, and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site or the Services provided via a Linked Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any associated services provided by the site. Any services provided by a third party shall be governed by the applicable terms of such third-party service provider.
13.13. Enhancement Requests. We may, but have no obligation to, consider your suggestions or requests regarding new functionality or features of the Services (“Enhancement Requests”). All modifications proposed or requested in an Enhancement Request shall be our sole and exclusive property. We may, in our sole discretion, include such modifications in a future version of the Services, but our acceptance and consideration of an Enhancement Request shall not obligate us to include in any version of the Services any modifications proposed or requested in such Enhancement Request.
13.14. Trademarks. You acknowledge and agree that this Agreement does not convey to you any right, title, or interest in or to any of our trademarks or trade names. You shall not use or attempt to register any of our trademarks or trade names or any trademarks or trade names that are confusing similar to them.
13.15. Conflicts. In the event of any conflict between these General Terms and Conditions and any Order Form or other written agreement, such Order Form (or other written agreement) will take precedence with regard to your rights and obligations with respect to the Services.
13.16. There shall be no third-party beneficiaries to these Terms.
SUPPLEMENTAL TERMS The Order Form that you have executed identifies (a) the Fees payable by you to the Company for the specific Services (Bundled or Supplemental) purchased, (b) if applicable, supplemental terms for the Services that you have ordered, and (c) the payment terms of the Fees payable by you to the Company.
PAYMENT PROCESSING
Payments is an optional feature of our Services. Payment processing services are provided by our Partner Providers, Stripe and Payrix. Payment processing is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”) or Payrix, and are subject to the Payrix Terms of Service. By agreeing to these terms and/or continuing to use the Services in conjunction with processing of payments, you agree to be bound by the Partner Provider terms, and the same may be modified by our Partner Providers from time to time. As a condition of us enabling payment processing services through a Partner Provider, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share such information and transaction information related to your use of the payment processing services provided by our Partner Providers.
We acknowledge our responsibility for the protection of all cardholder data that we possess or otherwise store, process, or transmit on behalf of our customers. We are in compliance with all requirements of the PCI DSS, and have implemented appropriate data protection measures to ensure a level of security commensurate with the risks.
ACCESS CONTROL
Access control equipment is an optional feature of our Services. We are only a distributor of such equipment and do not manufacture or install access control equipment. You should consult with licensed professional contractors with respect to the installation and use of access control equipment. If such equipment is damaged by accident, by gross negligence or during installation, you agree that we shall not be held liable. You represent that you are fully aware of the risks and hazards connected with any and all activities pertaining to the installation of access control systems and that such activities include the risk of injury and even death, and voluntarily assumes full responsibility for any risks of loss, property damage, or personal injury, including death, that may be sustained as a result of such activities to the fullest extent allowed by law.
WEBSITES
Websites are an option feature of our Services. The Service may include, but is not limited to, website hosting, design tools, content management systems, and customer support. You are solely responsible for your website content and the consequences of posting or publishing it. We do not warrant any website offering to satisfy accessibility requirements in any jurisdiction. You represent and warrant that your website content does not infringe the rights of any third party or violate any applicable laws and regulations, including disability and accessibility requirements. You agree not to upload or publish any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable.