Last Updated: 12/05/1023
IMPORTANT: PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) BEFORE CLICKING THE “ACCEPT”> BUTTON, AND/OR USING THE STEALTH ROCKET, INC. (“STEALTH ROCKET”) SOFTWARE-AS-A-SERVICE PRODUCT THAT ACCOMPANIES OR IS PROVIDED IN CONNECTION WITH THIS AGREEMENT. BY CLICKING THE “ACCEPT” BUTTON, AND/OR USING THE STEALTH ROCKET SERVICE IN ANY WAY, YOU AND THE ENTITY THAT YOU REPRESENT (“SUBSCRIBER”) IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT WITH STEALTH ROCKET AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF SUBSCRIBER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USE OF THE STEALTH ROCKET SERVICE IS STRICTLY PROHIBITED. PLEASE NOTE THAT STEALTH ROCKET MAY MODIFY OR AMEND THIS AGREEMENT AT ANY TIME. WHEN STEALTH ROCKET MODIFIES OR AMENDS THIS AGREEMENT IT WILL UPDATE THE LAST UPDATED DATE ABOVE, AND STEALTH ROCKET MAY SEND AN EMAIL TO THE LAST EMAIL ADDRESS PROVIDED BY SUBSCRIBER TO STEALTH ROCKET. STEALTH ROCKET MAY REQUIRE SUBSCRIBER TO PROVIDE CONSENT TO THE UPDATED AGREEMENT IN A SPECIFIED MANNER BEFORE ANY FURTHER USE OF THE STEALTH ROCKET SERVICE IS PERMITTED. IF SUBSCRIBER DOES NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), SUBSCRIBER MUST STOP USING THE STEALTH ROCKET SERVICE. OTHERWISE, SUBSCRIBER’S CONTINUED USE OF THE STEALTH ROCKET SERVICE CONSTITUTES ITS ACCEPTANCE OF SUCH CHANGE(S). PLEASE REGULARLY CHECK THIS AGREEMENT.
1. DEFINITIONS. As used in this Agreement:
1.1 “Connected Account” means any third-party platform connected to, or integrated with, the Stealth Rocket Service by or on behalf of Subscriber.
1.2 “Connected Account Data” means any data collected from, or provided by, any Connected Account.
1.3 “Order Form” means any order form for Stealth Rocket Service executed by both parties that references this Agreement, which may include, any electronic order form on Stealth Rocket’s website.
1.4 “Performance Data” means any log files, metadata, telemetry data and other technical
performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Stealth Rocket Service, which does not contain any personally identifiable information or Subscriber Data.
1.5 “Stealth Rocket Platform” means the technology, including AI and machine learning algorithms, used by Stealth Rocket to deliver the Stealth Rocket Service to Subscriber.
1.6 “Stealth Rocket Service” means the on-line service delivered by Stealth Rocket to Subscriber using the Stealth Rocket Platform as described in the Order Form.
1.7 “Subscriber Data” means Connected Account Data, and any other data uploaded or transmitted to the Stealth Rocket Service by Subscriber.
1.8 “Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Stealth Rocket Service.
2. STEALTH ROCKET SERVICE. Commencing as of the date set forth in the Order Form, subject to the terms and conditions of this Agreement, Stealth Rocket hereby grants to Subscriber a non-sublicensable, non-transferable (except as provided in Section 12), non-exclusive subscription to access and use the Stealth Rocket Service by solely for Subscriber’s internal business purposes.
3. ONBOARDING AND CONNECTED ACCOUNTS.
3.1 Connected Accounts. In order to access many of the features and functions of the Stealth Rocket, Service, Subscriber will need to link its Connected Accounts to the Stealth Rocket Service. By granting Stealth Rocket access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Stealth Rocket access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Stealth Rocket may access Connected Account Data so that it may be used in accordance with the terms of this Agreement. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Stealth Rocket will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.
3.2 Integrating Connected Accounts. Subscriber acknowledges and agrees that in order to properly onboard to the Stealth Rocket Service and make full use of features and functions of the Stealth Rocket Service, Subscriber will need to integrate or connect to Connected Accounts with the Stealth Rocket Service.
4. SUBSCRIBER’S USE OF THE STEALTH ROCKET SERVICE.
4.1 Access and Security Guidelines. Each User will be provided access to and use of the Stealth Rocket Service through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Stealth Rocket’s negligence. Subscriber will promptly notify Stealth Rocket of any unauthorized use or access to its account. User seats may not be shared amongst other Users.
4.2 Restrictions. Subscriber will not, and will not permit any User or other party to: (a) reverse engineer, disassemble or decompile any component of the Stealth Rocket Platform; (b) interfere in any manner with the operation of the Stealth Rocket Service, or the Stealth Rocket Platform or the hardware and network used to operate the Stealth Rocket Service; (c) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Stealth Rocket Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Stealth Rocket Platform; or (e) otherwise use the Stealth Rocket Service in any manner that exceeds the scope of use permitted under Section 2.
5. FEES, PAYMENT AND SUSPENSION OF SERVICES. Subscriber will pay Stealth Rocket the fees for the Stealth Rocket Service as set forth on the applicable Order Form, if any (“Fees”). Unless otherwise stated in the Order Form, all Fees are due within thirty (30) days of the date of receipt of Stealth Rocket’s invoice thereof. In the event Subscriber exceeds number of transactions for which applicable Fees have been paid, Subscriber will be invoiced for such overage in accordance with the overage fees set forth in the Order Form in arrears. Unless otherwise stated in an applicable Order Form, all subscription fees will be invoiced and payable in advance on a monthly basis, and any overage fees incurred for any prior month will be invoiced the following month. Subscriber may switch to a higher subscription tier at any point during the applicable Order upon payment of the additional Fees on a prorated basis. All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Subscriber in connection with this Agreement, except for employment taxes and taxes based on Stealth Rocket’s income. If Subscriber believes that Stealth Rocket has incorrectly billed Subscriber, Subscriber must notify Stealth Rocket no later than sixty (60) days after the due date on the first invoice in which the issue appeared. Stealth Rocket may increase the applicable Fees upon the commencement of any Renewal Order Term (as defined below) by an amount equal to the increase of the Consumer Price Index plus three percent (3%) upon at least forty five days written notice prior to the commencement of such Renewal Order Term. Stealth Rocket reserves the right (in addition to any other rights or remedies Stealth Rocket may have) to discontinue the Stealth Rocket Service and suspend Subscriber’s access to the Stealth Rocket Service if any Fees set forth in the applicable Order Form are more than thirty (30) days overdue until such amounts are paid in full. Subscriber shall maintain complete, accurate and up-to-date Subscriber billing and contact information.
6. OWNERSHIP AND DATA.
6.1 Stealth Rocket Platform and Technology. Subscriber acknowledges that Stealth Rocket retains all right, title and interest in and to the Stealth Rocket Platform, including all algorithms and improvements thereto, Integration Tools and all software and all Stealth Rocket proprietary information and technology used by Stealth Rocket or provided to Subscriber in connection with the Stealth Rocket Service (the “Stealth Rocket Technology”), and that the Stealth Rocket Technology is protected by intellectual property rights owned by or licensed to Stealth Rocket. Other than as expressly set forth in this Agreement, no license or other rights in the Stealth Rocket Technology are granted to the Subscriber.
6.2 Subscriber Data. Subscriber retains all right, title and interest in and to the Subscriber Data. Subscriber hereby grants to Stealth Rocket a non-exclusive, worldwide, royalty-free and fully paid-up license to access and use Subscriber Data to provide the Stealth Rocket Service to Subscriber. Subscriber represents and warrants that it has all necessary rights to grant Stealth Rocket the foregoing licenses. 6.3 Performance Data. Stealth Rocket retains all right, title and interest in and to the Performance Data, and may use Performance Data for any lawful purpose.