These Terms of Use (“TOU”), including any exhibits, policies, or addenda attached hereto or referenced herein (the “Agreement”) is entered into between StockApp, Inc. (“StockApp”) and you or the entity or organization that you represent (“Customer” or “you”) (together, the “Parties”). This Agreement governs your access to the StockApp website, software-as-a-service application, and all other products, tools, services, and materials offered by StockApp through such website and application (the “Services”).

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Unless otherwise agreed by the Parties in writing, this Agreement becomes binding and effective on Customer upon the earlier of: (i) Customer’s signature of an Order Form; (ii) Customer’s or its Authorized User’s access and use of the Services; or (iii) Customer’s or its Authorized User’s clicking of an “I Accept,” “Sign Up” or similar button or checkbox referencing this Agreement (“Effective Date”). Certain features of the Services may be subject to additional guidelines, terms, or rules (“Additional Terms”) which will be posted within the Services in connection with such features. All Additional Terms are incorporated by reference into this Agreement. Capitalized terms not otherwise defined in this Agreement have the respective meanings assigned to them in Section 1.

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You agree that by accessing the Services, you have read, understood, and agree to be bound by this Agreement. If you are using the Services on behalf of an entity or organization: (a) all references to “Customer” are to that entity or organization, (b) you represent that you are at least eighteen (18) years of age or have otherwise reached the age of majority where you reside, and (c) you represent that you have the right, power, and authority to enter into this Agreement on behalf of Customer.

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Important Terms: 

• THIS AGREEMENT INCLUDES AN EXCLUSION OF DAMAGES AND AN AGGREGATE LIMITATION ON LIABILITY THAT OPERATES AS A RELEASE AND WAIVER OF YOUR ABILITY TO RECOVER CERTAIN DAMAGES FROM STOCKAPP. 

• Some of the output of the Services is AI-generated. Such output may contain errors and misstatements or may be incomplete.

• Some Services are offered on a subscription basis. By signing up for any Services on a subscription basis, you acknowledge that:
  
  • Such Services are subject to automatic renewal and recurring payments; 
  • Subscription fees will be automatically charged to your designated payment method; and
  • Your subscription will continue until you cancel your subscription through your account settings

AGREEMENT

1. DEFINITIONS. Capitalized terms used in this Agreement shall have the meanings set forth below or in the context in which they first appear. 
   
   1. “Authorized Users” means individuals who are authorized by Customer to use the Services, for whom subscriptions to the Services have been purchased, and who have been supplied user identifications and passwords by Customer (or by StockApp, at Customer’s request). Authorized Users may include Customer’s employees, consultants, contractors, agents, or third parties with whom Customer transacts business.  
   2. “Beta Feature” means any feature of the Services that is identified by StockApp, including via the user interface of the Services or other communications to Customer, as “Pilot”, “Beta”, “Alpha”, “Experimental”, “Pre-Release”, “Early Access”, or other similar identification.
   3. “Customer Content” means any data, content, works, and information provided by Customer to StockApp through the Services, including (a) any textual, graphical, and/or audio content, including custom prompts which are created by Customer, which the Customer submits for processing by the Services; (b) any specifications, configurations, pricing information, and other details that Customer makes available in connection with the Customer Products.
   4. “Customer Products” means those Products about which Customer shares information through the Services for the purpose of selling, leasing, licensing, or renting such Products. 
   5. “Data Processing Addendum” or “DPA” means the data processing addendum, as updated by StockApp from time to time. 
   6. “Generative Models” are computer programs that analyze multimodal datasets (textual datasets, audio datasets, and/or visual datasets) to represent, summarize, generate, predict, and create content based on input data. StockApp uses Generative Models to generate Outputs based on prompts provided by Customer. 
   7. “Integration” means any configuration, connection, or interoperability between the Services and Third‑Party Platforms  that enables the exchange or use of data or functionality, whether via APIs, webhooks, SDKs, files, or other supported interfaces, in real time or batch. 
   8. “Outputs” are textual content produced for the purpose of providing the Services, including textual content stored within intermediate data structures and any other textual output of the Services. 
   9. "Products" means any tangible goods, inventory items, materials, equipment, or other physical items that users list, describe, offer for sale, or otherwise make available for commerce or transfer through the Services, including all associated specifications, configurations, and pricing information.
   10. “StockApp Technology” means the Services and any and all data, information, and content presented through the Services, including but not limited to (a) data generated by Customer’s use of the Services; (b) the structure, organization, selection, coordination, and arrangements and visualizations of the Services, and all elements comprising the foregoing; (c) all proprietary technology, tools, information, user interfaces, data, datasets, programs, server integrations, hardware, and similar resources utilized by or on behalf of StockApp to provide the foregoing; and (d) all updates, upgrades, modifications, enhancements, or derivatives to any of the foregoing. StockApp Technology excludes Customer Content. 
   11. “Third-Party Platforms” means any external systems, applications, services, data sources, or networks not provided by StockApp that interoperate with or are connected to the Services, including ERPs, commerce carts, marketplaces, payment processors, identity providers, messaging tools, analytics platforms, file storage, and other software or infrastructure operated by third parties.
   12. “Trial Services” means Services which are offered on a free, discounted, or trial basis. 
2. USE OF THE SERVICES. 
   
   1. Access to the Services. Beginning on the Effective Date and subject to the terms and conditions of this Agreement, StockApp grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to provide Authorized Users with access to the Services, subject to any usage limitations which apply to Customer’s chosen Subscription Services (defined below), solely for Customer’s internal business purposes. Access credentials are specific to the Authorized User to whom they are issued and may not be shared, including within the same organization. Customer will take reasonable steps to prevent unauthorized use of the Services. Customer’s and its Authorized Users’ right to access the Services terminates on the expiration or termination of this Agreement. 
   2. Authorized Users. Customer is fully responsible and liable for all acts and omissions of all Authorized Users, whether or not such actions were authorized by Customer. Customer shall: (a) ensure that each Authorized User complies with this Agreement and all applicable laws; (b) where Authorized Users are given access to the Services via user IDs, (i) maintain the confidentiality and security of all user IDs, passwords, and access credentials; and (ii) prevent unauthorized sharing or use of user IDs or access credentials; (c) promptly notify StockApp of any unauthorized access to the Services or security breach; and (c) ensure that access to the Services is promptly revoked upon termination of any Authorized User’s employment or engagement with Customer’s organization. 
   3. Use Restrictions. Customer shall not: (a) modify or create derivative works from the StockApp Technology; (b) share or transfer the StockApp Technology to third parties; (c) reverse-engineer the StockApp Technology or reverse compile, reverse assemble, or perform any other operation with the StockApp Technology that would reveal any source code, operational directives, processing templates, trade secrets, know-how or other proprietary information; (d) remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in, or otherwise displayed by or on, the StockApp Technology; (e) use the StockApp Technology to generate, engineer, operate or transmit harmful code or malware; (f) use the StockApp Technology for unlawful purposes; (g) sell, license, or otherwise offer the Services to any third party for profit; (h) upload to, transmit through, or use the Services to share any content that infringes, misappropriates, or otherwise violates any third party’s copyright, trademark, trade secret or other intellectual property right, or which is subject to a DMCA takedown notice; (i) harass, threaten, or abuse other users of the Services or interfere with their use; (j) violate the Acceptable Use Policy; or (k) otherwise use the StockApp Technology in any way not expressly permitted by this Agreement. StockApp reserves the right to remove any Customer Content or Products or suspend accounts that violate these terms in StockApp’s sole discretion, without prior notice. 
   4. Copyright Policy StockApp respects the intellectual property of others and expect its users to do the same. See the Copyright and DMCA Policy or information on how to file a copyright complaint. 

3. PRODUCTS AND TRANSACTIONS.
   
   1. Customer Products. Customer shall not use the Services to sell or facilitate the sale of: (i) illegal goods, services, or activities of any kind; (ii) counterfeit items or unauthorized reproductions; (iii) hazardous materials or regulated substances; (iv) stolen property or items that infringe upon intellectual property rights; (v) adult content, weapons, or controlled substances; (vi) any items involving fraudulent listings or misrepresentations; or (v) any items otherwise prohibited by this Agreement.  Customer is solely responsible for ensuring that the Products and all associated transactions comply with applicable export control, sanctions, and trade laws, including those of the United States (collectively, “Export Laws”). 
   2. Customer Responsibility. Customer acknowledges and agrees that the Services do not operate as a marketplace, and any contract of sale enabled, made, or completed through the Services is strictly between Customer and the other user. If Customer acts as a vendor or otherwise offers products, Customer is the seller of record for all items Customer sells or offers through the Services. Customer is solely responsible for creating and managing Customer's account, Customer Materials, any Customer Products, and all aspects of transactions between Customer and other users, even when using the Universal Cart. These responsibilities include, but are not limited to, managing purchases, refunds, returns, fulfilling sales or customer service obligations, addressing fraudulent transactions, providing required legal disclosures, regulatory compliance, responding to alleged or actual violations of applicable law (including, without limitation, consumer protection laws in any jurisdiction where Customer offers products or services), and any breach of this Agreement. Customer represents and warrants that all Customer Materials are true, accurate, and complete, and the Customer Materials and Customer Products comply with all applicable laws, regulations, and third-party rights. For the avoidance of doubt, StockApp is not the seller or merchant of record and assumes no responsibility for any transactions completed by Customer or any other user of the Services. 
   3. Transaction Costs and Taxes.  The Parties acknowledge that, between Customer and StockApp, Customer is solely responsible for (a) all aspects of the transactions (including Product descriptions, price, fees, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations; and (b) determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale that is facilitated in any way through the Customer's use of the Services. Any sale contract made through the Services is directly between the Customer and the other user.
   4. Disputes with other Users.  StockApp is not obligated to intervene in any dispute arising between Customer and other users of the Services. 
4. FEES AND SUBSCRIPTIONS. 
   
   1. Pricing Models. Customer may select from various pricing options, which are displayed on the StockApp website or in other written materials provided to you by StockApp. The Services may be provided on a subscription basis (“Subscription Services”), on a credit basis, or a combination thereof. StockApp, in its sole discretion and at any time, may modify the fees for the Services and will notify Customer of such modifications by updating the StockApp website or by providing you notice through the contact information you have provided. Any change in pricing for Subscription Services will become effective at the end of the then-current billing cycle. Customer will be provided with reasonable prior notice of any change in subscription fees. StockApp, at its sole discretion, may make promotional offers with different features and different pricing to any of StockApp’s customers. These promotional offers, unless made to Customer, will not apply to this Agreement. Payments for the Services are non-refundable unless expressly stated otherwise. 
   2. SUBSCRIPTION TERMS. This Section applies if Customer purchases Subscription Services. The Subscription Services are provided based on a term length selected by Customer (e.g., monthly or annually) (the “Subscription Period”). To the extent permitted by applicable law, subscriptions for Subscription Services automatically renew for successive terms the same length as the initial Subscription Period until Customer cancels. The day of the month Customer's Subscription Services are activated will be the start date of each Subscription Period. The payment method Customer provides will be charged at the beginning of each Subscription Period. The Subscription Services can be modified or canceled through the Customer’s account. To avoid being charged for the next Subscription Period, Customer must cancel the Subscription Services before the first day of the next Subscription Period. Should automatic billing fail to occur for any reason, StockApp or its third-party payment processor may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription Services will be, at StockApp’s sole discretion, canceled or downgraded Customer may lose access to certain parts of the Services. 
   3. Trial Services. StockApp may occasionally offer promotions for paid portions of the Services. The specific terms of each promotion will be stated at the time the promotion is offered. If Customer receives a discount, use a coupon code, or subscribe during a free trial or other promotion, Customer’s subscription to the Subscription Services will automatically renew for the full price of Subscription Services at the end of the promotional period. You will not receive a separate notice that Customer’s free trial or promotional period is about to end or has ended, or that Customer’s paid Subscription Services have begun, unless required by law in particular instances or jurisdictions. You must cancel the Trial Services prior to the end of the promotional period in order to avoid incurring further charges. 
   4. Beta Features. If StockApp makes any Beta Features available to Customer, Customer may choose to use such Beta Features in its sole discretion.  Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Features may not be supported and may be changed or terminated at any time without notice; (b) Beta Features may not be as reliable or available as the other Services; (c) Beta Features have not been subjected to the same security requirements, measures, and auditing as the other Services; and (d) BETA FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT.
   5. Payment. Customer agrees to pay all applicable fees in accordance with the terms presented on the Website at the time Customer signs up for the Services. All fees are non-refundable except as expressly stated herein or required by law. Any applicable sales taxes, levies, value-added taxes, or duties imposed by taxing authorities are calculated during the check-out process based on Customer’s location. 
5. TERM AND TERMINATION. 
   
   1. Termination by Customer. Customer may terminate its account and this Agreement at any time and for any reason through its account settings. Certain provisions of this Agreement will survive termination as provided below in the "Survival" section.
   2. Termination by StockApp. StockApp may terminate (or suspend access to) Customer’s use of the Services, or Customer's account, at any time and for any reason at its discretion, including, without limitation, for any of the following: (a) Customer breaches this Agreement, the Community Guidelines, any applicable policy, or additional terms; (b) StockApp is required to do so in order to comply with a legal obligation or court order; (c) StockApp reasonably believes termination is necessary to prevent harm to Customer, StockApp, other users, or third parties; or (d) continuing to allow Customer account access or hosting Customer Content creates risk for StockApp, other users, or third parties. StockApp will endeavor to provide advance notice prior to terminating the Customer’s account, but may do so without notice if impractical, unlawful, or not in the interest of safety, security, or to protect rights or property. Failure to comply with any of these terms shall constitute a breach, which may result in immediate termination of the Customer account. StockApp has the sole right to determine whether Customer is in violation of the restrictions set out in this Agreement. 
   3. Survival. All provisions of this Agreement which expressly or by their nature should survive termination or expiration shall remain in full force and effect and apply to each party’s respective successors and permitted assigns. 
6. DATA AND PROPRIETARY RIGHTS.
   
   1. StockApp Technology. As between Customer and StockApp, StockApp owns all right, title and interest in and to the StockApp Technology and all intellectual property rights related to the Services, including any improvements, modifications, or enhancements.
   2. Customer Content. The Services allow you to create, upload, share, and store Customer Content. By submitting any Customer Content, you represent and warrant that the submission and the Customer Content complies with this Agreement and applicable laws, and that you have obtained all rights and permissions necessary for the submission. Customer retains ownership of Customer Content, but grants StockApp a non-exclusive, transferable, sub-licensable, royalty-free, worldwide, irrevocable, perpetual license to use, host, store, reproduce, distribute, modify, run, copy, adapt, translate, create derivative works, publicly perform, and display Customer Content to operate, improve, analyze, and support the Services, for benchmarking, reporting, promoting, and for any other lawful business purposes. Customer Content that you post, submit, or otherwise make available to the public through the Services (including but not limited to posts, comments, and public profiles) is not considered confidential. You acknowledge and agree that such public Customer Content may be accessed, viewed, and used by others. Customer Content that you upload to the Services but do not share publicly (such as private messages, private files, or content restricted by privacy settings) will be treated as confidential and will not be disclosed to third parties except as required by law or as necessary to provide the services. Notwithstanding the foregoing, personal information we collect through the Services will be subject to our Privacy Policy. 
   3. Outputs. As between StockApp and Customer, and to the extent permitted by applicable law, Customer owns all Outputs and StockApp hereby assigns to Customer all of StockApp’s right, title, and interest, if any, in and to Outputs. The foregoing right and assignment does not apply to any data or content created before or independent of Customer Content that led the Services to generate the Outputs in question, including without limitation any such data or content included in Outputs. 
   4. Deleting and Exporting Customer Content. Prior to terminating your account, Customer may export certain elements of the Customer Content using tools provided through the Services. Customer Content will be deleted in accordance with StockApp’s standard retention schedules. Customer may also request deletion of the Customer Content through Customer’s account settings.  Notwithstanding the foregoing, where Customer Content has been used by other users in accordance with the licenses granted hereunder and such users have not deleted it, the license in Section 6.2 will continue to apply until that Customer Content is deleted. For example, if Customer and another user enter into a transaction and the Customer deletes its Customer Content, the details of that transaction will remain in the Services and will be accessible to the other user. 
   5. Generative Models. 
      
      1. StockApp uses Generative Models and artificial intelligence (AI) features in providing the Services. For example, AI may enable writing tools, personalized recommendations, and content generation. Any AI processing occurring locally on a Customer device (such as through Apple or Google) will be subject to that provider’s terms. StockApp may use Customer Content and Outputs to train and improve Generative Models that enable the Services. Generative Models and AI features may process the Customer Content you provide to generate Outputs or other content when you use AI features. Customer may not use Generative Models or the resulting Outputs or other AI features in a manner that infringes or violates any third party’s rights or applicable law. 

2. Customer acknowledges that Outputs and content generated by Generative Models or AI features: (i) are computer-generated without human review and may be inaccurate, incomplete, biased, or objectionable to you or others; (ii) do not represent StockApp’s views or those of any third party and do not imply association; (iii) may be similar to content generated for other users and Customer’s ability to enforce intellectual property rights may be limited.

3. Customer agrees it is solely responsible for use and review of any Outputs and AI-generated content. StockApp makes no representations or warranties regarding AI-generated Outputs. Customer agrees not to use Generative Models, AI features or Outputs: (i) In violation of any third-party rights, this Agreement, or law; (ii) or decisions relating to health, safety, employment, insurance, credit, or other areas with significant consequences; (iii) as a substitute for advice from licensed professionals; (iii) to generate or disseminate content involving child sexual exploitation, pornography, or content causing harm; (iv) for misinformation, manipulation, or exploiting user vulnerabilities; or (v) to develop models that compete with StockApp.

6. Feedback. StockApp may use and disclose any or all feedback or suggestions which Customer provides StockApp about the Services, StockApp’s products, or StockApp’s business operations (the “Feedback”) in any manner which StockApp chooses, and such Feedback is not confidential. Customer irrevocably assigns to StockApp all right, title, and interest in and to the Feedback without compensation, without any obligation to report on such use, and without any other restriction. 
7. No Further Rights. Nothing in the Agreement is intended to grant or create any right or license to either party with respect to any intellectual property rights owned, licensed, or controlled by the other party, except as expressly specified herein.
8. DPA. To the extent Customer Data comprises personal information that is processed by StockApp on Customer’s behalf, Customer and StockApp agree to the DPA. 

7. SECURITY. StockApp shall use commercially reasonable efforts to ensure the confidentiality and security of the Services by implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
    
8. INDEMNIFICATION. 
   
   1. By Customer. To the fullest extent allowed by applicable law, Customer agrees to indemnify and hold StockApp, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) Customer’s use of the Services (including any actions taken by a third party using your account), (b) Customer’s violation of the Agreement, (c) Customer Content, and (d) Customer’s violation of applicable law. In the event of such a claim, suit, or action, StockApp will attempt to provide notice to the contact information StockApp has for Customer’s account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).  Customer agrees that the provisions in this paragraph will survive any expiration or termination of Customer’s account or the Services.
   2. By StockApp. StockApp will defend and indemnify Customer against third‑party claims alleging: (a) that the Services, in the form provided by StockApp and used by Customer as permitted by the Agreement, directly infringe a patent, copyright, or trade secret (“IP Claims”); or (b) bodily injury or tangible property damage caused by StockApp’s gross negligence or willful misconduct. StockApp’s obligations do not apply to claims based on: (i) combinations or use with items not provided by StockApp; (ii) modifications not made or expressly approved in writing by StockApp; (iii) use not authorized by this Agreement; (iv) Customer’s data, content, or specifications; or (v) compliance with Customer’s requests or instructions. For any covered IP claim, StockApp may procure rights, modify or replace the Services with materially equivalent functionality, or terminate the affected Services and refund prepaid, unused fees. This Section states Customer’s sole remedy and StockApp’s entire liability for IP infringement. The foregoing is conditioned on prompt written notice from Customer about the applicable claim. StockApp’s sole control of the defense and settlement, and reasonable cooperation. 
9. EXCLUSION OF LIABILITIES.
   
   1. GENERAL DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT IT IS ENTERING THIS AGREEMENT AT ITS OWN RISK. ACCORDINGLY, CUSTOMER AGREES TO ASSUME ALL RISKS FROM USE OF THE SERVICE AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL DEFECTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STOCKAPP DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT. STOCKAPP DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL OR ANY ERRORS WILL BE CORRECTED. STOCKAPP WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY DATA. STOCKAPP EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR CUSTOMER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES. STOCKAPP’S PROVISION OF THE SERVICES, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER AND ITS USERS ACKNOWLEDGE THAT THEY ARE RESPONSIBLE FOR DECISIONS, ACTIONS, AND INACTIONS BASED ON THE USE OF THE SERVICE. 
   2. THIRD-PARTY CONTENT. STOCKAPP CAN’T GUARANTEE THE IDENTITY OF ANY USERS WITH ACCESS TO THE SERVICES AND ARE NOT RESPONSIBLE FOR WHICH USERS GAIN ACCESS TO THE SERVICES. CONTENT SHARED BY THIRD PARTIES DOES NOT REFLECT STOCKAPP’S OWN VIEWS. STOCKAPP DOESN’T ENDORSE OR VERIFY THE ACCURACY OR RELIABILITY OF CONTENT SHARED BY THIRD PARTIES. CUSTOMER MAY REPORT CONTENT THAT THE CUSTOMER THINKS VIOLATES ANY OF STOCKAPP’S POLICIES AT LEGAL@STOCKAPP.COM. STOCKAPP HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REVIEW SUCH REPORTS AND BLOCK OR REMOVE CONTENT IN ITS SOLE DISCRETION. 
   3. CUSTOMER RESPONSIBILITY. THE SERVICES USE GENERATIVE MODELS TO GENERATE THE OUTPUTS FROM THE CUSTOMER CONTENT. THE OUTPUTS ARE PROBABILITY-BASED AND SHOULD BE CHECKED BY THE CUSTOMER FOR ACCURACY, COMPLETENESS AND SUITABILITY FOR INTENDED USE. CUSTOMER AGREES THAT IT IS SOLELY AND ULTIMATELY RESPONSIBLE FOR DETERMINING WHETHER ANY OUTPUTS SATISIFY ANY LEGAL REQUIREMENTS PERTAINING TO THE USE OF SUCH OUTPUTS BEFORE ANY JUDICIAL OR ADMINISTRATIVE AGENCY. CUSTOMER IS RESPONSIBLE TO DETERMINE WHETHER IT IS REQUIRED TO DISCLOSE ITS USE OF THE SERVICES TO ITS CLIENTS.
   4. LIMITED REMEDIES. STOCKAPP SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF DATA OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, WHICH MAY BE INCURRED BY CUSTOMER. STOCKAPP’S CUMULATIVE LIABILITY FOR ANY DAMAGES ASSERTED BY CUSTOMER ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) $100 AND (B) THE AMOUNT OF FEES PAID BY CUSTOMER TO STOCKAPP IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 
10. Dispute Resolution.

10.1. Arbitration

Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of StockApp’s services and/or products, including the Service, shall be finally settled by arbitration, using the English language, in San Francisco County, California, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the Effective Date). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

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Any arbitration under this Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and StockApp are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and StockApp will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

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You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@stockapp.com. The notice must be sent to StockApp within thirty (30) days of your registering to use the Services or agreeing to this Agreement, otherwise you shall be bound to arbitrate disputes in accordance with this Agreement. If you opt out of these arbitration provisions, StockApp also will not be bound by them.

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11. GOVERNING LAW AND VENUE. This Agreement is governed by and will be construed under applicable federal law and the laws of the State of California, without regard to the conflicts of laws provisions thereof. You hereby consent to the exclusive jurisdiction of the federal and state courts in San Francisco County, California over any disputes (except for disputes brought in small claims court) that are not subject to arbitration or over any action involving the applicability or enforceability of the “Arbitration” section. The parties consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis or any right to seek to transfer or change venue of any such action to another court. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 
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12. CHANGES TO THESE TERMS. StockApp may revise this Agreement from time to time and the most current version will always be posted on the StockApp website. If a revision, in StockApp's sole discretion, is material, StockApp will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to this page and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty (30) days of receiving notice of the change.
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13. ‍GENERAL. Customer and StockApp acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Customer may not assign any of its rights, nor delegate any of its duties, without the prior written consent of StockApp, and further provided that, absent such prior written consent, any attempted assignment or delegation by Customer hereunder shall be null, void and of no effect. StockApp may freely assign this Agreement. This Agreement, including the DPA, constitutes the entire agreement between the parties regarding the Services. If any term or provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, or enforceability of the remainder of this Agreement shall not thereby be affected, and this Agreement shall be deemed amended to the extent necessary to delete such provision. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of the same or any other breach by that party, whether prior or subsequent. Any waiver under this Agreement must be in writing and signed by an authorized representative of the waiving party.

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