Stickeaze, LLC (dba GoWall Technology)
TERMS AND CONDITIONS OF SERVICE AGREEMENT
This Agreement was last updated on September 1, 2024.
This Terms and Conditions of Service Agreement (the “Agreement”) is entered into by and between Stickeaze, LLC (dba GoWall Technology), its affiliates, officers, directors, employees, agents, suppliers and licensors (“GoWall”) and the entity agreeing to these terms (“Customer”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. “We,” “us” or “our” means GoWall. “You” or “your” means the company or other legal entity for which you are accepting this Agreement, including you yourself. By registering for or using our Services online, or by submitting or signing an order for services, you agree to this Agreement as a Customer.
- Scope of Agreement and Services
This Agreement governs your access to and use of our Services. Unless otherwise agreed, “Services” means any and all GoWall services that you access, use, purchase or subscribe to, whether made available to you on a free or paid basis. Services may collectively and individually include, without limitation, associated offline or mobile components, software-as-a-service platforms, products, features, applications, websites and the Software (see below). You may use the Services only as permitted in this Agreement. You are granted a limited right to use the Services for your internal business purposes or personal use only. You will not resell, distribute or otherwise directly commercialize your use of the Services unless otherwise agreed to in writing by us. Our Services and Software are provided via equipment and resources located in the United States and other locations throughout the world and you consent to having personal data processed by us in the United States and other locations throughout the world. - Orders
You may order Services using our then-current ordering processes (“Orders”). Unless otherwise specifically stated in an Order, all Orders are effective on the earlier of (i) the date you accept or submit your Order, (ii) the date you convert from a free or trial service, or (iii) the date you sign the Order (“Effective Date”). Acceptance of your Order may be subject to verification of your identity and credit approval. Please provide the necessary documentation if requested. - Plans and Subscription
Service Plans may be purchased as subscriptions or as otherwise offered from time to time at our discretion. Unless otherwise agreed, subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions. - Passes
For some Services, you may be able to purchase blocks of single use attendance passes (“Passes”). Passes are not date or time specific. Passes may exclude certain services, features or activities separately priced. All Pass purchases are final. Passes are valid for one-time use within a period of one year beginning the day they are purchased. Unless otherwise provided by law or by a particular Order, Passes expire one year from the date of purchase. Passes are non-transferable and non-refundable. Passes may not be resold. - Changes to Online Terms and Order of Precedence
Unless otherwise provided in your Order, we may amend these terms from time to time with respect to End-Users (see below) who register using our then-current ordering processes, in which case, the new End-User terms will supersede prior versions. We will date and post the most current version of these terms through our Services. Any changes will be effective upon posting the revised version of these terms (or such later effective date as may be indicated at the top of the revised terms). If we deem a revision to these terms to be material, we will in our sole discretion we deem a revision to these terms to be material, we will notify you not less than ten (10) days prior to the effective date of any such amendment by email, notification through the platform, or other reasonable methods. Your continued use of the Services as an End-User following the effective date of any such amendment may be relied on by us as your consent to any such amendment. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Order, (2) the current posted version of this Agreement, and (3) other policies, guidelines and instructions made available to you within the Services. - Payment Terms
Fees for the Services are described in each Order. You agree to pay all applicable, undisputed fees for the Services as ordered or incurred. You agree that we may charge your payment method designated in your Order or bill you for all amounts due and owing for your use of the Services. We may suspend Services for non-payment of undisputed fees. All fees are non-refundable, except as expressly stated otherwise in the Agreement or as required by law. - Disputed Fees and Delinquent Accounts
You must notify us of any fee dispute within 15 days of the billing or charge, and once resolved, you agree to pay those fees within 15 days. We may also suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts. Please direct all disputes to the support department at [email protected] or the address specified in your Order. - Beta Services
We may offer you the opportunity to use and evaluate features or other services that we are still testing and evaluating (“Beta Services”) to get your evaluation and feedback (“Feedback”). These Beta Services will be identified as alpha, beta, early access, evaluation or preview (or similar words or phrases). Beta Services may contain bugs, errors and other problems and you accept the Beta Services “AS-IS.” We give you no warranty of any kind and are not responsible for any sort of problems or issues related to your use of any Beta Services. You may be required to provide Feedback to use Beta Services. We make no representations, promises or guarantees that the Beta Services will ever be generally released. We may suspend or terminate access to the Beta Services without any liability to you. You grant us a worldwide, non-exclusive, perpetual, irrevocable license to use, modify or transfer any feedback you provide for any purpose, including the creation and distribution of any product or service that incorporates your feedback. - Changes to Services
We may update the Services from time to time. If we change our Services in a manner that materially reduces their core functionality, we will inform you at least 30 days in advance via the contact information associated with your Order or otherwise through the Services. - Your Account
Your “Account” individually and collectively means any accounts, subscriptions or instances created by or on behalf of the Customer. “End-User” means an individual, including your yourself, who is authorized by you to use our Services, for whom you have purchased a subscription, passes (or in the case of any Services provided by us without charge, for whom Services have been provisioned), and to whom you (or, when applicable, us at your request) have supplied Credentials. End-Users may include, for example, you yourself, your employees, consultants, contractors and agents, visitors, meeting attendees, and other third parties with which you interact using our Services. - Your Responsibilities
You will (i) be responsible for all your End-User activity under your Account and each End-User’s compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of all Customer Data (see below) and the means by which you acquired or generated such information, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Company Data, and notify us promptly of any such unauthorized access or use, (iv) use the Services and Customer Data only in accordance with this Agreement and applicable law. You agree to comply with all applicable privacy laws and obtain all necessary consents from your End-Users. - Customer Access
If a third party such as an employer, organization or school or Customer gave you your Account or purchased your subscription, that party has rights to your Account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your Account is used; and read, collect and store Content in or accessible to your Account. Customer may have the ability to access, monitor, use, or disclose Account Data and Content available to End-Users within the End-User accounts. Customer must obtain and maintain all required consents from End-Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and for GoWall to provide Customer with the ability to do so and (ii) for GoWall to provide the Services. - Employer or Organization Emails and Domains
If you are an existing individual registered End-User of the Services, and the domain of the primary email address associated with your Account is owned by an organization and was assigned to you as an employee, contractor or other member of such organization, and that organization wishes to establish a commercial relationship with us and add your Account to such relationship, then, if you do not change the email address associated with your Account, your Account may become subject to the commercial relationship between GoWall and such organization and controlled by such organization. If you initially sign up for an End-User Account with an email address provisioned with GoWall by your employer or other organization (a “Provisioned Email Account”), that organization may have control over your use of the account. - Customer Data, Account Data and Content
“Customer Data” includes Account Data and Content. “Account Data” means electronic data and information submitted by or for Customer to the Services like registration, profile and contact information submitted to the Services by Customer or End-Users under and associated with your Account, excluding Content. “Content” means all visual, written or audible communications, files, data documents, videos, recordings, structured data, or any other material or information displayed, presented, posted, uploaded, stored, exchanged, transmitted or submitted on or through use of the Services, or otherwise made accessible using any software, application, website or online space related to the Services (a “Site”) by any Customer or End-Users, excluding Account Data. You are responsible for your Customer Data and your End-User’s use of the Services under your Account. We are not liable to you or your End-Users for any loss or damages arising from any Content. Please refer to our Privacy Policy for more information on how we handle Customer Data. - Customer License to End-User Content Customers are solely responsible for obtaining any consent, license, ownership or other similar rights from or between you and your End-Users and any third-parties necessary or required to use our Services and for us to provide Services to you, including all intellectual property rights or other proprietary rights in the Content. You grant us a worldwide, royalty-free, sublicensable license to use, host, store, reproduce, modify, create derivative works from, process, aggregate, communicate, publish, publicly perform, publicly display, share, distribute and transfer your Customer Data for the limited purpose of operating, maintaining, providing and improving our Services, and to develop new ones.
- Contributing Your Content
By posting or contributing Content using our Services, you are granting GoWall a non-exclusive, royalty-free, perpetual, and worldwide license to use your Content in connection with the operation of the Services, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your content, and/or to incorporate it into a collective work. - Acceptable Use
You must follow any policies, guidelines and instructions made available to you within the Services (collectively “Policies”). Do not misuse our Services. Do not interfere with our Services or try to access them using any unauthorized method. You may use our Services only as permitted by law, including applicable export and control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or our Policies, or if we suspect any misconduct. - Suspension and Termination of End-Users
End-Users can stop using our Services at any time and GoWall may also stop providing Services to End-Users or add or create new limits to our Services at any time. We reserve the right, to temporarily suspend or terminate End-User access to the Services at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. If termination is indefinite, we will notify the affected Customer and End-User as reasonably possible. - Software and Services License and Restrictions
To use some Services, you may need to download and install software or other applications (“Software”), which may update automatically. Customer may use the Software only to access the Services. If any Software or component of the Software is offered under a separate or distinct license, we will make the license available to the Customer and the provisions of that license may expressly override some of the terms of this Agreement. Otherwise, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software to the extent reasonably required to use the Services and only for the duration that you are entitled to use the Services. - Facilities and Data Transfer
All facilities used to store, and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where we store and process our own information of a similar type. We have implemented at least industry standard systems, procedures and other measures to transfer, store, and process Customer Data. These protective measures are designed to guard against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized or unlawful access to or use of Customer Data. As part of providing the Services, GoWall may transfer, store and process Customer Data in the United States or any other country in which we or our agents maintain facilities. By using the Services, Customer and End-Users consent to this transfer, processing , and storage of Customer Data in the United States and elsewhere. - Compliance with Laws
Both of us shall comply in all respects with all applicable legal requirements governing our duties, obligations, and business practices related to this Agreement and necessary for its operations. Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party. Customer will obtain from End-Users any consents necessary to allow you and your End-Users to engage in the activities described in this Agreement and to allow us to provide the Services. - Term and Termination of Orders Your initial term commitment (“Initial Term”) starts on and lasts for the time period stated in the invoice. Unless the invoice states otherwise, the Initial Term will thereafter automatically renew for the same length of time. If no term is specified, your Initial Term will be 12 months from the Effective Date and will automatically renew for additional 12 month period, unless either party provides notice of non-renewal 30 days before the then current term. If fees will change for any renewal term, we will notify you reasonably in advance and in time for you to accept or reject renewing the Services.
- Term and Termination of Agreement
This Agreement starts on the Effective Date of your first Order. Either party may terminate this Agreement upon 30 days’ prior written notice to the other party, with or without cause, effective when all of your Orders expire or are terminated. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach. - Events Upon Termination
If this Agreement terminates, (i) the rights granted hereunder and your use of the Services will cease as of the effective date of termination; (ii) we will provide Customer access to, and the ability to export, Customer Data in a manner consistent with the functionality of the Services for a commercially reasonable period of time at our then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, we will delete Customer Data by removing pointers to it on our active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. All provisions of this Agreement that logically ought to survive termination shall survive. - Confidential Information
Each of us will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each of us may only use the other’s Confidential Information to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents with respect to Confidential Information. Confidential Information does not include information that: (i) the recipient already knew or independently developed; (ii) was rightfully received from another party; or (iii) is publicly known or available through no fault of the recipient. - Warranty, Disclaimer and Limitation of Liability
To the extent allowed by applicable law, you agree to use the Services at your own risk. You agree that we will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. We do not guarantee that your use of the Services will be uninterrupted or error-free. The Services and any related software and/or sites are provided “AS IS” and “AS AVAILABLE” for your use without warranties or conditions, either express, implied, or statutory. - Indemnity
GoWall will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that GoWall’s technology used to provide the Services, not including any End-User Content, infringes or misappropriates any patent, copyright, trade secret, or trademark (collectively “Intellectual Property Rights”) of such third party. - General Provisions
- Force Majeure. Except for payment obligations, neither party will be responsible for inadequate performance due to causes beyond its reasonable control, including but not limited to, natural disasters, war, strikes, or governmental action.
- No Agency
The parties are independent contractors and this Agreement does not create an agency, partnership, joint venture, fiduciary or employment relationship among the parties. - Governing Law
This Agreement is governed by California law, without reference to any conflicts of law provisions. For any dispute arising out of or relating to this Agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in and for Santa Clara County, California.