REaaS Terms of Service 

These Terms of Service were last updated on January 31, 2025.

 

These Terms of Service (“ToS” or “REaaS Agreement”) are made and entered into by and between Stone ARX, (“StoneARX”) and the individuals or business entities agreeing to these terms (“Buyer”, “Seller”, “Client”). StoneARX may amend the StoneARX Terms of Service from time to time in StoneARX’s sole discretion. By continuing to use the REaaS Services after any such amendment, Buyer, Seller, and Client agree to the amended terms. StoneARX, Buyer, Seller, and Client may each be referred to as Party and collectively as Parties.

 

This REaaS Agreement is effective as of the date Buyer, Seller, or Client subscribe for services (the “Subscribe Date”). Buyer, Seller, and Client represent and warrant that: (i) Buyer, Seller, and Client have full legal authority to bind themselves to this REaaS Agreement; (ii) Buyer, Seller, and Client have read and understand this REaaS Agreement; and (iii) Buyer, Seller, and Client agree to this REaaS Agreement. If Buyer, Seller, and Client do not have the legal authority to enter into these ToS, Buyer, Seller, and Client should not click to accept. This REaaS Agreement governs Buyer, Seller, and Client’s access to and use of the StoneARX System and REaaS Services, and in the event there is any conflict between the ToS and any REaaS contracts, then the terms of the ToS prevail. Any executed REaaS contract is included by reference to this ToS. StoneARX’s Privacy Policy is incorporated by reference into these ToS found at https://www.stonearx.com/privacy-policy, which may be amended in StoneARX’s sole discretion, from time to time.

 

1. DEFINITIONS

 

“Administrator User” means each Buyer, Seller, and Client employee designated by Buyer, Seller, and Client to serve as technical administrator of the REaaS Services on Buyer, Seller, and Client’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by StoneARX.

 

“Agent” means an individual or entity who helps clients sell, lease, or purchase Real Estate, collects a percentage of the purchase or sale price, and completes insurance transactions.

 

“Broker” means someone who helps clients sell, lease, or purchase Real Estate, collects a percentage of the purchase or sale price, and can facilitate insurance transactions, but not complete insurance transactions.

 

“Buyer, Seller, and Client Content” means all data and materials provided by Buyer, Seller, and Client to StoneARX for use in connection with the REaaS Services, including, without limitation, purchase or sale of Real Estate. Buyer, Seller, and Client Content includes, without limitation, any personally identifiable information that could be considered private or sensitive that is provided by Buyer, Seller, and Client in the course of using the REaaS Services.

 

“Buyer, Seller, and Client User” means an authorized employee or independent contractor who may be an Agent, Broker, or individual of Buyer, Seller, and Client who has access to the REaaS Services.

 

“Commercial Real Estate” means property that is used for business purposes only, including, but not limited to offices, industrial space, and retail units.

 

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by StoneARX to Buyer, Seller, and Client regarding the use or operation of the REaaS Services.

 

“Earnest Money” means the amount of money that the Buyer, Seller, and Client agree shall be held in trust by an Escrow Agent that may be refundable depending on the agreement of the Buyer, Seller, and Client.

 

“Escrow Agent” means a trustee of Earnest Money funds who holds the monies until the Buyer, Seller, and Client provide written agreement to refund the monies, or pay the monies to complete the sale of Real Estate.

 

"StoneARX System” means StoneARX’s software solution which allows purchase and sale of Real Estate.

 

“Maintenance Services” means the support and maintenance services provided by StoneARX to Buyer, Seller, and Client pursuant to this REaaS Agreement as set forth below in SECTION A.

 

“Other Services” means all technical and non-technical services performed or delivered by StoneARX under this REaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the REaaS Services and the Maintenance Services. Other Services will be provided on a time and materials basis at such times or during such periods and mutually agreed upon by the Parties.

 

“Purchase Order” shall mean the purchase order provided to Buyer, Seller, or Client by StoneARX (which may be through the StoneARX System that describes the REaaS Services to which the Buyer, Seller, or Client is subscribing, the term of such subscription, and other relevant commercial details relating to the subscription. 

 

“Software” means the object code version of any software to which Buyer and Seller is provided access as part of the StoneARX System, including any updates or new versions.

 

“REaaS Services” refer to the specific StoneARX System’s internet accessible service identified in a Purchase Order that provides use of StoneARX System for the purchase or sale of Real Estate property made available to Buyer, Seller, and Client over a network on a term limited basis.

 

“Subscription Term” shall mean the period specified at the time of subscription activation during which both Buyers and Sellers will have online access to and use of the Software through StoneARX’s REaaS platform. Subscription services are tailored based on user roles, with distinct functionalities and service offerings provided to Buyers and Sellers.

 

2. REAAS SERVICES

2.1 To initiate the purchase or sale of Commercial Real Estate, each Buyer, Seller, and Client shall provide StoneARX with proof of identity, including, without limitation, driver's licenses, company corporate records, property ownership records, and related verification, so that StoneARX may confirm the legal identity of each Buyer, Seller, and Client, and confirm the validity of the Real Estate being transacted.

 

2.2 The Buyer, Seller, and Client warrant and represent that they will use State-approved Real Estate Forms or verify that the Real Estate Contracts used to purchase or sell Real Estate comply with all applicable State laws for the Real Estate being transacted.

 

2.3 The Buyer, Seller, and Client warrant whether they are purchasing or selling any Real Estate with or without Agents or Brokers representing them. StoneARX does not act as an Agent or Broker with respect to any Party, and makes no warranties to provide any services as an Agent or Broker for any purchase or sale of any Real Estate.

 

2.4 The Buyer, Seller, and Client warrant that they mutually agree on the amount of Earnest Money required for the purchase or sale of any Real Estate, which will be delivered to a mutually agreed Escrow Agent to hold in trust pending the completion of the transaction.

 

2.5 The Buyer, Seller, and Client warrant that they will mutually agree that StoneARX shall hold and store all electronic data files, including Buyer, Seller, and Client Content, for the purchase or sale of Real Estate being transacted under the REaaS Services.

 

2.6 The Buyer, Seller, and Client warrant that they will mutually agree to a timeline for the purchase or sale of the Real Estate under the REaaS Services.

 

2.7 During the Subscription Term, Buyers, Sellers, and Clients will receive a nonexclusive, non-assignable, royalty-free, worldwide right to access and use the REaaS Services solely for their internal business operations, subject to the terms of this REaaS Agreement and the Purchase Order.

 

2.8 Each user account created to access the REaaS Services must be a named user account associated uniquely with an authorized employee, independent contractor, or other designated user as specified during subscription activation. Named user accounts are personal and cannot be shared or used by more than one individual. However, the accounts may be reassigned to new users replacing former users who no longer require ongoing use of the REaaS Services.

 

2.9 Buyers, Sellers, and Clients acknowledge that this REaaS Agreement is a services agreement and that StoneARX will not be delivering copies of the Software to Buyers, Sellers, or Clients as part of the REaaS Services.

 

3. RESTRICTIONS

Buyer, Seller, and Client shall not permit anyone to: (i) copy or republish the REaaS Services or Software, (ii) make the REaaS Services available to any person other than Buyer, Seller, and Client Users, (iii) use or access the REaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the REaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the REaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the REaaS Services, (vii) use the REaaS Services in a way not prescribed in the provided Documentation, (viii) attempt to, or successfully access the REaaS Services in a programmatic or automated way for any purpose whatsoever, or (ix) access the REaaS Services or use the Documentation to build a similar product or competitive product. Subject to the limited licenses granted herein, StoneARX shall own all right, title and interest in and to the Software, REaaS Services, StoneARX System, Documentation, and other deliverables provided under this REaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.

 

4. CUSTOMER RESPONSIBILITIES

4.1. Assistance. Buyer, Seller, and Client shall provide commercially reasonable information and assistance to StoneARX to enable StoneARX to deliver the REaaS Services. Upon request from StoneARX, Buyer, Seller, and Client shall promptly deliver Buyer, Seller, and Client Content to StoneARX in an electronic file format specified and accessible by StoneARX. Buyer, Seller, and Client acknowledge that StoneARX’s ability to deliver the REaaS Services in the manner provided in this REaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.

 

4.2. Compliance with Laws. Buyer, Seller, and Client are solely responsible for compliance with all laws relating to transactions for the purchase and sale of Commercial Real Estate in which they are involved. The REaaS Services do not constitute legal advice and may not be relied upon as a substitute for legal advice.

 

4.3. Unauthorized Use; False Information. Buyer, Seller, and Client shall: (a) notify StoneARX immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, and password sharing is explicitly unauthorized (b) report to StoneARX immediately and use reasonable efforts to stop any unauthorized use of the REaaS Services that is known or suspected by a Buyer, Seller, and Client User, and (c) not provide false identity information in an attempt to gain access to or use the REaaS Services.

 

4.4. Administrator Access. Buyer, Seller, and Client shall be solely responsible for the acts and omissions of its Administrator Users. StoneARX shall not be liable for any loss of data or functionality, or system availability caused directly or indirectly by the actions of the Administrator Users.

 

4.5. Buyer, Seller, and Client Input. Buyer, Seller, and Client are solely responsible for collecting, inputting and updating all Buyer, Seller, and Client Content stored on the StoneARX System, and for ensuring that the Buyer, Seller, and Client Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.

 

4.6. License from Buyer, Seller, and Client. Subject to the terms and conditions of this REaaS Agreement, Buyer, Seller, and Client shall grant to StoneARX a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Buyer, Seller, and Client Content solely as necessary to provide the REaaS Services to Buyer, Seller, and Client. StoneARX may aggregate Buyer, Seller, and Client Content with similar data (such as, for example, from other similar operations owned or managed by StoneARX and/or its affiliates) in a database maintained by StoneARX. 

 

4.7. Ownership and Restrictions. Buyer, Seller, and Client retain ownership and intellectual property rights in and to its Buyer, Seller, and Client Content. StoneARX or its licensors retain all ownership and intellectual property rights to the REaaS Services, StoneARX System, and anything developed and delivered under the REaaS Agreement. Third party technology that may be appropriate or necessary for use with some StoneARX programs is specified in the program Documentation as applicable. Buyer, Seller, and Client’s right to use such third-party technology is governed by the terms of the third party technology license agreement specified by StoneARX and not under the REaaS Agreement.

 

4.8. Suggestions. StoneARX shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the REaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Buyer, Seller, and Client, including Buyer, Seller, and Client Users, relating to the operation of the REaaS Services.

 

5. ORDERS AND PAYMENT

5.1. Orders. Buyer, Seller, and Client shall subscribe to REaaS Services through the StoneARX platform. All services acquired by Buyer, Seller, and Client shall be governed exclusively by this REaaS Agreement and the applicable subscription terms presented during activation.

 

5.2. Invoicing and Payment. StoneARX will charge Buyer, Seller, and Client for all applicable fees at the time of subscription activation or renewal. Payment methods may include credit/debit cards (processed via Stripe) or other electronic payment methods such as ACH or Wire transfer, as supported by StoneARX. Fees must be paid at the time of activation unless otherwise agreed. Except as expressly provided otherwise, all fees are non-refundable. All fees are stated in United States Dollars and must be paid by Buyer, Seller, and Client to StoneARX in United States Dollars.

 

5.3. Expenses. Buyer, Seller, and Client will reimburse StoneARX for any reasonable, out-of-pocket travel and related expenses incurred in performing additional services beyond the scope of the subscription. StoneARX shall notify Buyer, Seller, and Client prior to incurring any such expenses. StoneARX shall comply with Buyer, Seller, and Client’s travel and expense policy if provided before the required travel.

 

5.4. Taxes. StoneARX shall charge Buyer, Seller, and Client for applicable taxes as a separate line item during payment processing. Buyer, Seller, and Client shall be responsible for payment of all sales and use taxes, value-added taxes (VAT), or similar charges related to their subscription and use of the services. Buyer, Seller, and Client shall not be liable for taxes based on StoneARX’s net income, capital, or corporate franchise.

 

6. TERM AND TERMINATION

6.1. Term of REaaS Agreement. Term of REaaS Agreement. The term of this REaaS Agreement shall begin on the Effective Date and shall continue on the terms of a Purchase Order unless otherwise terminated as outlined in this Section. Each annual renewal term under a Purchase Order shall include a price increase of five-percent (5%) or as otherwise determined by StoneARX in its sole discretion.

 

6.2. Termination. StoneARX may terminate this REaaS Agreement and all unexpired Purchase Orders immediately upon a material breach by the other Party which has not been cured within thirty (30) days after receipt of written notice of such breach. Buyer, Seller, and Client may terminate this REaaS Agreement by providing written notice not later than ninety (90) days prior to the anniversary of the current Renewal Term.

 

6.3. Suspension for Non-Payment. StoneARX reserves the right to suspend access to the REaaS Services if Buyer, Seller, and Client fails to timely pay any undisputed amounts due to StoneARX under this REaaS Agreement, but only after StoneARX notifies Buyer, Seller, and Client in writing of such failure to pay and such failure continues for fifteen (15) days. Suspension of the REaaS Services shall not release Buyer, Seller, and Client of its payment obligations under this REaaS Agreement. Buyer, Seller, and Client agree that StoneARX shall not be liable to Buyer, Seller, and Client or to any third party for any liabilities, claims or expenses arising from or relating to suspension of access to the REaaS Services resulting from Buyer, Seller, and Client’s nonpayment.

 

6.4. Suspension for Ongoing Harm. StoneARX reserves the right to suspend access to the REaaS Services if StoneARX reasonably concludes that Buyer, Seller, and Client User’s use of the REaaS Services is causing immediate and/or ongoing harm to StoneARX or  StoneARX’s other customers and users. In the extraordinary case that StoneARX must suspend access to the REaaS Services, StoneARX shall promptly notify Buyer, Seller, or Client of the suspension, as applicable, and the Parties shall diligently attempt to resolve the issue. StoneARX shall not be liable to Buyer, Seller, and Client or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of access to the REaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit StoneARX’s rights under Section 6.5 below.

 

6.5. Effect of Termination.

 

(a)      Upon termination of this REaaS Agreement or expiration of the Subscription Term, StoneARX shall immediately cease providing the REaaS Services, Maintenance Services and Other Services and all usage rights granted under this REaaS Agreement shall terminate.

 

(b)     If StoneARX terminates this REaaS Agreement due to a breach by Buyer, Seller, and Client, then Buyer, Seller, and Client shall immediately pay to StoneARX all amounts then due under a REaaS Agreement and to become due during the remaining term of this REaaS Agreement, but for such termination. If Buyer, Seller, and Client terminate this REaaS Agreement due to a breach by StoneARX, then StoneARX shall immediately repay to Buyer, Seller, and Client all pre-paid amounts for any unperformed REaaS Services scheduled to be delivered after the termination date.

 

(c)     In the event of a termination of this REaaS Agreement for any reason, then Buyer, Seller, and Client may request its data from StoneARX in a manner and form satisfactory to StoneARX, at a prepaid cost consistent with prevailing market rates for similar services within thirty (30) days of termination. 

 

(d)      Upon termination of this REaaS Agreement and upon subsequent written request by the disclosing Party, the receiving Party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the Parties.

 

7. SERVICE LEVEL AGREEMENT

The Service Level Agreement (“SLA”) for the REaaS Services is set forth in the SECTION B. The SLA sets forth Buyer, Seller, and Client’s sole remedies for availability or quality of the REaaS Services including any failure to meet any guarantee set forth in the SLA.

 

8. WARRANTIES

8.1  StoneARX represents and warrants that it will provide the REaaS Services in a professional manner consistent with general industry standards and that the REaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Buyer, Seller, and Client’s exclusive remedy shall be as provided in Section 6, Term and Termination.

 

8.2 BUYER, SELLER, AND CLIENT ACKNOWLEDGE THAT STONEARX DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, THE HOSTING FACILITY, AND THAT THE REAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY STONEARX (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS REAAS AGREEMENT. NEITHER STONEARX NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL STONEARX OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF BUYER, SELLER, AND CLIENT’S OR ANY USER’S DATA, FILES, OR PROGRAMS. STONEARX MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT.

 

9. LIMITATIONS OF LIABILITY

NEITHER STONEARX NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS REAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER STONEARX’S NOR ITS LICENSORS’ OR SUPPLIERS’ AGGREGATE LIABILITY FOR DAMAGES UNDER THIS REAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY BUYER, SELLER, AND CLIENT UNDER THIS REAAS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the  obligations of Buyer, Seller, and Client (or any breach thereof) under Sections entitled “Restriction,” “Indemnification,” or “Confidentiality.”

 

10. INDEMNIFICATION

10.1. Indemnification by StoneARX. If a third party makes a claim against Buyer, Seller, and Client that the REaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that StoneARX’s gross negligence or willful misconduct has caused bodily injury or death, StoneARX shall defend Buyer, Seller, or Client and their directors, officers and employees against the claim at StoneARX’s expense and StoneARX shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such Parties or agreed to in a written settlement agreement signed by StoneARX, to the extent arising from the claim. StoneARX shall have no liability for any claim based on (a) the Buyer, Seller and Client Content, (b) modification of the REaaS Services not authorized by StoneARX, or (c) use of the REaaS Services other than in accordance with the Documentation and this REaaS Agreement. StoneARX may, at its sole option and expense, procure for Buyer and Seller the right to continue use of the REaaS Services, modify the REaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Buyer, Seller, and Client any amount paid by Buyer, Seller, and Client with respect to the Subscription Term following the termination date.

 

10.2. Indemnification by Buyer, Seller, and Client. If a third party makes a claim against StoneARX that (a) the Buyer, Seller, and Client Content infringes any patent, copyright or trademark, or misappropriates any trade secret, or (b) in any way relates to a Commercial Real Estate transaction in which Buyer, Seller or Client were involved or participated in, Buyer, Seller, and Client shall defend StoneARX and its directors, officers and employees against the claim at Buyer, Seller, and Client’s expense and Buyer, Seller, and Client shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such Parties or agreed to in a written settlement agreement signed by Buyer, Seller, or Client, to the extent arising from the claim.

 

10.3. Conditions for Indemnification. A Party seeking indemnification under this section shall (a) promptly notify the other Party of the claim, (b) give the other Party sole control of the defense and settlement of the claim, and (c) provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defense and settlement of the claim.

 

11. CONFIDENTIALITY

11.1. Definition. “Confidential Information” means any information disclosed by a Party to the other Party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, (c) is specifically deemed to be confidential by the terms of this REaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Buyer, Seller, and Client Content as contemplated by this REaaS Agreement, Buyer, Seller, and Client Content is deemed Confidential Information of Buyer, Seller, and Client. The StoneARX System and Documentation are deemed Confidential Information of StoneARX.

 

11.2. Confidentiality. During the term of this REaaS Agreement and for seven (7) years thereafter (perpetually in the case of software), each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this REaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder. Each Party may disclose Confidential Information of the other Party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party.

 

11.3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving Party, without restriction, from a source other than the disclosing Party not bound by confidentiality obligations to the disclosing Party, or (c) is independently developed by the receiving Party without use of the Confidential Information as demonstrated by the written records of the receiving Party. The receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of this REaaS Agreement and the relationship of the Parties, but agrees that the specific terms of this REaaS Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms of this REaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

 

12. GENERAL PROVISIONS

12.1. Non-Exclusive Service. Buyer, Seller, and Client acknowledge that REaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict StoneARX’s ability to provide the REaaS Services or other technology, including any features or functionality first developed for Buyer, Seller, and Client, to other Parties.

 

12.2. Personal Data. Buyer, Seller, and Client hereby acknowledge and agrees that StoneARX’s performance of this REaaS Agreement may require StoneARX to process, transmit and/or store Buyer, Seller, and Client personal data, or the personal data of Buyer, Seller, and Client employees and Buyer, Seller, and Client Affiliates. By submitting personal data to StoneARX, Buyer, Seller, and Client agree that StoneARX and its Affiliates may process, transmit and/or store personally identifiable information that is protected by applicable law (“Personal Data”) for the purpose of enabling StoneARX to perform its obligations to under this REaaS Agreement and as otherwise permitted by this REaaS Agreement. Buyer, Seller, and Client agree to obtain all necessary consents and make all necessary disclosures before including Personal Data in Buyer, Seller, and Client Content and using the StoneARX System and REaaS Services. Buyer, Seller, and Client confirm that Buyer, Seller, and Client is solely responsible for any Personal Data that may be contained in Buyer, Seller, and Client Content.  In providing the REaaS Services, StoneARX will comply with the StoneARX Services Privacy Policy, which is available at https://www.stonearx.com/privacy-policy  and incorporated herein by reference. The StoneARX Services Privacy Policy is subject to change at StoneARX’s discretion.

 

12.3. Assignment. Buyer, Seller, and Client may not assign this REaaS Agreement or any right under this REaaS Agreement, whether by operation of law or otherwise, without the prior written consent of StoneARX, which consent shall not be unreasonably withheld or delayed This REaaS Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. Either Party may employ subcontractors in performing its duties under this REaaS Agreement, provided, however, that such Party shall not be relieved of any obligation under this REaaS Agreement.

 

12.4. Notices. Any and all notices or payments given under the provisions of this REaaS Agreement may be delivered personally, sent by certified mail, or prepaid overnight courier to the appropriate Party at the address in the Purchase Order or to such other address as either Party may substitute by written notice to the other.

 

12.5. Force Majeure. Each Party will be excused from performance for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

 

12.6. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving Party. The waiver by any Party of any breach of this REaaS Agreement shall not constitute a waiver of any other or subsequent breach.

 

12.7. Severability. If any term of this REaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this REaaS Agreement shall remain in full force.

 

12.8. Entire REaaS Agreement. This REaaS Agreement contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this REaaS Agreement. This REaaS Agreement may be amended solely in a writing signed by both Parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the Party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

 

12.9. Survival. Sections 2, 3, 4, 6, and 8 through 12 of this REaaS Agreement shall survive the expiration or termination of this REaaS Agreement for any reason.

 

12.10. Publicity. StoneARX may include Buyer, Seller, and Client’s name and logo in its customer lists and on its website. Upon signing, StoneARX may issue a high-level press release announcing the relationship and the manner in which Buyer, Seller, and Client will use the StoneARX System. StoneARX shall coordinate its efforts with appropriate communications personnel in Buyer, Seller, and Client’s organization to secure approval of the press release if necessary.

 

12.11. Export Regulations. Export laws and regulations of the United States and other relevant local export laws and regulations may apply to the REaaS Services. Buyer, Seller, and Client agree that such export control laws govern its use of the REaaS Services (including technical data) and any services deliverables provided under this REaaS Agreement, and Buyer, Seller, and Client agrees to comply with all such export laws and regulations. Buyer, Seller, and Client agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

 

12.12. No Third Party Beneficiaries. This REaaS Agreement is an agreement between the Parties, and confers no rights upon any Party’s employees, agents, contractors, partners of customers or upon any other person or entity.

 

12.13. Independent Contractor. The Parties have the status of independent contractors, and nothing in this REaaS Agreement nor the conduct of the Parties will be deemed to place the Parties in any other relationship. Except as provided in this REaaS Agreement, neither Party shall be responsible for the acts or omissions of the other Party or the other Party’s personnel.

 

12.14. Statistical Information. StoneARX may monitor Buyer’s, Seller’s, and Client’s use of the REaaS Services and StoneARX System and collect and compile log data and information related to Buyer’s, Seller’s, and Client’s use of the REaaS Services and StoneARX System (“Usage Data”). Usage Data is used by StoneARX to provide and operate the REaaS Services and StoneARX System, including monitoring of performance and security. As between the Parties, all right, title, and interest in Usage Data, and all intellectual property rights in such Usage Data will be owned by StoneARX.

 

12.15. Governing Law. This REaaS Agreement shall be governed by the laws of the State of Texas, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All disputes must be brought in the state or federal courts located in Collin County, Texas.

 

12.16. Dispute Resolution. If a dispute arises under this REaaS Agreement, then within ten (10) business days of a written request by either Party, StoneARX’s designated representative and Buyer, Seller, and Client’s designated representatives shall meet and attempt to resolve the dispute.  If StoneARX and Buyer, Seller, and Client cannot resolve the dispute, then the Parties shall have a mediation conference and split the costs evenly.

 

‍SECTION A: Support and Maintenance Services‍

 

1. Support and Maintenance Services

Support and Maintenance Services are included in the REaaS Services in a Purchase Order. During the applicable Subscription term, StoneARX will use commercially reasonable efforts to provide the following Support and Maintenance Services to Buyer, Seller, and Client:

 

(a) Telephone or electronic support during StoneARX’s Business Hours to help Buyer, Seller, and Client locate and correct Problems with the Software; and

 

(b) Provision of Workarounds for Users to deal with problems with the Software, or code corrections to fix Software malfunctions to bring such Software into substantial conformity with the operating specifications.

 

2. Buyer, Seller, and Client will designate up to five (5) dedicated customer resources in writing that will have access to support services. The customer resources must have the necessary knowledge of the Buyer, Seller, and Client’s workflow and systems, as well as training on the REaaS Services to adequately assist with Problem determination.

 

2. Response and Resolution Goals

“Business Hours” 8am-6pm Central Time, Monday thru Friday, except observed Federal holidays.

 

“Problem” means a defect in Software as defined in StoneARX’s standard Software specification that significantly degrades such Software.

 

“Workaround” means a change in the procedures followed or data supplied by Buyer, Seller, and Client to avoid a Problem without substantially impairing Buyer, Seller, and Client’s use of the Software.

 

StoneARX will use commercially reasonable efforts to cause the REaaS Services to achieve System Availability (as defined below) of at least 97% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the REaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the REaaS Agreement), (c) malicious attacks on the system, (d) issues associated with the Buyer, Seller, and Client’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Buyer, Seller, or Client users. StoneARX reserves the right to take the Service offline for scheduled maintenance for which Buyer, Seller, and Client has been provided reasonable notice and StoneARX reserves the right to change its maintenance window upon prior notice to Buyer, Seller, and Client. If StoneARX fails to meet System Availability in the year, upon written request by Buyer, Seller, and Client within thirty (30) days after the end of the year, StoneARX will issue a credit in Buyer, Seller, and Client’s next invoice in an amount equal to 1% of the monthly fee for the affected REaaS Services for each 1% loss of System Availability below stated SLA per REaaS Service, up to a maximum of 25% of the fee for the affected REaaS Services. If the yearly fee has been paid in advance, then at Buyer, Seller, and Client’s election StoneARX shall provide a credit to Buyer, Seller, and Client to be used in a term extension. The remedy stated in this paragraph is Buyer, Seller, and Client’s sole and exclusive remedy for interruption of REaaS Services and StoneARX’s failure to meet System Availability.