This End User License Agreement (the “Agreement”) is entered into by and between Stone Solutions, LLC (“Stone Solutions” or "we") and the authorized client organization and officers, directors, employees, and authorized agents that have access to the Application (as defined herein) ("you").
Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free right to use the Invoice Automation Application (the “Application”) to process your organization's invoices and owed expenditures to vendors and other third-parties (“Accounts Payable”). Other than as expressly authorized in this Agreement, the rights and licenses granted to you in this Section 1 do not include any rights, and you will not, and will not permit anyone to do, any of the following: (a) modify, translate, or create a derivative work of any portion of the Application; (b) sell, lease, loan, provide, distribute or otherwise transfer any portion of the Application to any third party; (c) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the Application; (d) display or disclose any portion of the Application to any person except to your employees who are required to use the Application; (e) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Application; (f) use the Application to develop any competing process or services; (g) use the Application for any automated decision-making process that has legal or similarly significant effects for individual person (e.g., employment decisions), unless it does so with human review in compliance with applicable law; or (h) cause or permit any third party to do any of the foregoing. You may allow third party contractors to access and use the Application, if: (a) that contractor’s use is solely on your behalf; and (b) that contractor agrees to be bound by terms at least as restrictive as this Agreement. You are responsible for any act of a contractor that, if undertaken by you, would be a breach of this Agreement. All rights not expressly granted in this Agreement are reserved. No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel or otherwise.
You agree to use the Application only for lawful business purposes, only with accounts and data you are authorized to access, and not to attempt to circumvent its access controls or interfere with its operation.
Your use of the Application is also governed by our Privacy Policy, and you further agree to abide by such policy’s terms and conditions. You are responsible for the accuracy of the invoices, vendor records, and approvals you submit through the Application. All right, title, and interest in and to the Application, including all means patent rights (including patent applications and disclosures), copyrights (including rights in audiovisual works and moral rights), trademark rights, trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction (collectively, “Intellectual Property Rights”), are and will remain the sole and exclusive property of Stone Solutions. Except for the limited licenses and rights expressly granted in Section 1, nothing herein grants you, or should be construed to grant to you, any right title or interest, including Intellectual Property Rights, in or to the Application. All right, title, and interest, including Intellectual Property Rights, in and to any software or other technology developed by Stone Solutions in connection with our provision of the Application (“Work Product”) (excluding any of your data embedded in that Work Product) is and will remain the sole and exclusive property of Stone Solutions and is deemed Work Product for purposes of this Agreement. Nothing in this Agreement transfers, or should be construed to transfer, any right, title or interest, including Intellectual Property Rights, in Work Product to you. As between Stone Solutions and you, any data, inputs, information and other content uploaded by you to the Application or otherwise provided by you to Stone Solutions in connection with this Agreement (“Subscriber Data”), is and will remain the sole and exclusive property of you. You hereby grant to Stone Solution a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers), non-transferable license during the term of this Agreement to use, reproduce, modify, copy, display, publish, and distribute the Subscriber Data solely in connection with its performance under this Agreement. Other than the express license granted in this Section, this Agreement does not transfer any ownership, license, or other right, including Intellectual Property Rights, in or to the Subscriber Data.
You represent and warrant to Stone Solutions that: (a) you have all necessary consents and authorizations to upload the Subscriber Data; and (b) your use of the Application will be in compliance with all applicable laws, regulations, and statutes. The Application is provided "as is" without warranties of any kind. Automated extraction and classification may contain errors; you are responsible for reviewing and approving bills before they are recorded in your accounting system. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, STONE SOLUTIONS MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. STONE SOLUTIONS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. STONE SOLUTIONS DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE APPLICATION. STONE SOLUTIONS DOES NOT WARRANT THAT THE APPLICATION ARE ERROR-FREE OR THAT OPERATION OF THE APPLICATION WILL BE SECURE OR UNINTERRUPTED. STONE SOLUTIONS DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE APPLICATION IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE APPLICATION WILL ALWAYS BE AVAILABLE. STONE SOLUTIONS EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF THE APPLICATION. YOU ARE solely responsible for YOUR reliance on or use of any output generated from its use of the APPLICATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, STONE SOLUTIONS WILL HAVE NO LIABILITY TO YOU OR ANY THIRD-PARTY FOR DECISIONS MADE BASED ON THE OUTPUT from the APPLICATION OR OTHERWISE FROM YOUR OR ANY THIRD-PARTY’S RELIANCE ON such OUTPUT.
To the maximum extent permitted by law, we are not liable for any indirect, incidental, or consequential damages arising from use of the Application, including errors in extracted data or amounts.
Your use of the Application is subject to the fees set forth in the invoice submitted by Stone Solutions, as well as any additional services fees and expenses set forth in a statement of work provided by Stone Solutions (collectively, the “Fees”). Unless otherwise specified in the invoice or statement of work, you will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Stone Solutions to collect any amount that is not paid when due. Amounts due from you under this Agreement may not be withheld or offset by you against amounts due to you for any reason. All amounts payable under this Agreement are denominated in United States dollars, will be paid in United States dollars, and are non-refundable.
This Agreement is terminable by either party at any time upon written notice to the other party. Provisions that by their nature should survive termination will survive. If this Agreement is terminated for any reason: (a) you will pay to Stone Solutions any fees or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; and (c) you will immediately cease all use of the Application.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Texas without reference to its choice of law rules that would result in the application of the laws of another jurisdiction. The parties agree that any dispute arising from this Agreement will be heard exclusively in the state or federal courts located in Dallas County, Texas and irrevocably submit to that jurisdiction and venue.