Last Updated May 8, 2026
This StockpileReports Customer Agreement (“Agreement”) is a binding contract between EveryPoint, Inc., a Delaware corporation dba StockpileReports.com (“StockpileReports”) and the individual or entity accepting this Agreement (“Customer”). This Agreement contains the terms by which StockpileReports will provide to Customer: (a) access to StockpileReports’s proprietary mobile application for the collection of stockpile-related data; (b) subscription access to StockpileReports’s proprietary web-based platform for the processing of data and the delivery of reports (“StockpileReports Platform”); and (c) services to support Customer’s use of the StockpileReports Platform.
THIS AGREEMENT TAKES EFFECT WHEN CUSTOMER CLICKS THE “I ACCEPT” BUTTON BELOW OR BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES CUSTOMER (A) ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT CUSTOMER HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS, INCLUDING STOCKPILEREPORTS’ PRIVACY POLICY AVAILABLE AT https://www.stockpilereports.com/privacy-policy.html (“Privacy Policy”).
If Customer is not eligible, or does not agree to the Terms, then Customer does not have StockpileReports’s permission to use the Service. Customer’s use of the Service, and StockpileReports’s provision of the Service to Customer, constitutes an agreement by StockpileReports and by Customer to be bound by this Agreement.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11, Customer agrees that disputes arising under this Agreement will be resolved by binding, individual arbitration, unless Customer purchases a business license to the StockpileReports Technology or Services, and BY ACCEPTING THIS AGREEMENT, CUSTOMER AND STOCKPILEREPORTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
The parties agree as follows:
1.1 “Customer Systems” means the computers, devices, software applications and other items of hardware or software owned or controlled by Customer.
1.2 “Documentation” means StockpileReports-provided user documentation, in all forms, relating to the StockpileReports Platform, StockpileReports Web Portal and Mobile Application (e.g., user manuals, on-line help files).
1.3 “End User” means an employee or independent contractor of Customer.
1.4 “Mobile Application” means the mobile application developed by StockpileReports for use by End Users to input certain data, collect image and video data, and transmit such data to the StockpileReports Platform.
1.5 “Services” means the Support Services and any other service provided by StockpileReports pursuant to this Agreement.
1.6 “Stockpile Data” means all data that is collected by an End User using the Mobile Application and transmitted to the StockpileReports Platform, including all data manually entered by the End User, all image data captured using the Mobile Application and any geolocation data related thereto recorded by an End User’s mobile device.
1.7 “StockpileReports Technology” means, generically or together, the StockpileReports Platform, StockpileReports Web Portal, Mobile Application and Documentation.
1.8 “StockpileReports Web Portal” means the web-based management console accessible by Customer using an Internet browser and access credentials. The StockpileReports Web Portal is located at the URL: http://www.stockpilereports.com.
1.9 “Support Services” means the support services described in Section 3.1.
The StockpileReports Technology (excluding the Mobile Application) and Services are purchased by (a) executing a written order form mutually agreed to by both parties; or (b) completing and accepting an online order through StockpileReports’ then-current online ordering process (each, an “Order”). Each Order is incorporated into and governed by this Agreement. In the event of a conflict between an Order and this Agreement, the terms of this Agreement will control unless the Order expressly states otherwise.
To access most features of the Service, Customer must register for an account. When Customer registers for an account, Customer may be required to provide us with some information, such as Customer’s name, username, email address, or other contact information. Customer agrees that the information Customer provides to us is accurate, complete, and not misleading, and that Customer will keep it accurate and up to date at all times. Subject to the terms and conditions of this Agreement, StockpileReports will: provide Customer a welcome email with access credentials prompted by user creation that will allow Customer to log into the StockpileReports Web Portal and access the StockpileReports Platform according to the Customer’s selected pricing tier; and make the StockpileReports Platform available to Customer during the Term. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password, and Customer accepts responsibility for all activities that occur under Customer’s account. Customer will not provide the access credentials to any third party, and will not, directly or indirectly, permit or allow any unauthorized access to or use of any StockpileReports Technology. If Customer believes that Customer’s account is no longer secure, then Customer should immediately notify us at support@stockpilereports.com. For more information on the details of the pricing tiers offered by StockpileReports, please see the offering information at: https://www.stockpilereports.com/pricing.html.
Customer may (and its End Users) install the Mobile Application on their mobile devices, operate the Mobile Application for the collection of Stockpile Data by or on behalf of Customer and transmit the Stockpile Data to the StockpileReports Platform. Customer is responsible for ensuring it (and its End Users) are qualified and fully trained to operate the Mobile Application. Customer acknowledges that the Mobile Application is currently only compatible with the Apple iOS operating system.
Subject to the terms and conditions of this Agreement, StockpileReports grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the StockpileReports Platform solely to: transmit Stockpile Data from the Mobile Application to the StockpileReports Platform; purchase access to StockpileReports Data for viewing on and downloading from the StockpileReports Web Portal; and manage the administrative functions of the StockpileReports Web Portal (e.g., add or remove authorized End Users), in each case, solely in connection with Customer’s internal business operations. Customer is fully responsible for any and all End Users’ use of or access to the StockpileReports Technology, whether or not authorized by Customer.
(a) Downloads. Subject to the terms and conditions of this Agreement and Customer’s selected pricing tier, during the Term, StockpileReports hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicenseable license during the Term, to access and download copies of the purchased Stockpile Data from the StockpileReports Web Portal to the Customer Systems.
(b) Copies. Subject to the terms and conditions of this Agreement, StockpileReports hereby grants to Customer a perpetual, irrevocable (subject to Section 5.2 for a material breach by Customer), worldwide, non-exclusive, non-transferable and non-sublicenseable license to make reproductions of the Stockpile Data downloaded by Customer during the Term solely in connection with Customer’s internal business operations.
Subject to the terms and conditions of this Agreement and Customer’s selected pricing tier, StockpileReports grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicenseable license during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s permitted use of the StockpileReports Technology in accordance with this Agreement.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: modify, reproduce, translate, enhance, disassemble, decompile, reverse engineer or create derivative works of any portion of the StockpileReports Technology; rent, lease, or otherwise permit third parties to use any portion of the StockpileReports Technology; use any portion of the StockpileReports Technology to provide services to third parties (e.g., as a service bureau); nor circumvent or disable any security or other technological features or measures of any portion of the StockpileReports Technology. Customer shall not, and shall not permit any End User to, use the Mobile Application to collect data on or about the premises or property of any third party or to obtain analysis or StockpileReports on any third party’s business operations and Customer hereby agrees never to transmit any such data to the StockpileReports Platform. Customer will not exceed the access permitted by Customer’s selected pricing tier or circumvent any access or use limitations applicable to Customer’s selected pricing tier.
Customer is responsible for all activity associated with any of its StockpileReports Platform accounts (both through the Mobile Application and the StockpileReports Web Portal). Customer will use its best efforts to prevent any unauthorized use of the StockpileReports Technology and immediately notify StockpileReports in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the StockpileReports Technology directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by StockpileReports to prevent or terminate unauthorized use of any StockpileReports Technology.
Customer’s use of the StockpileReports Technology must be in compliance with all applicable laws and regulations, and Customer will refrain from any unethical conduct or any other conduct that may tend to damage the reputation of StockpileReports.
Customer will not make or publish any representations, warranties, guarantees, or commitments on behalf of StockpileReports concerning any matter whatsoever.
For so long as Customer is current with its payment of all applicable fees under this Agreement and the applicable Order(s), Customer may be entitled to support services as specified in the applicable Order.
Customer will document and promptly report all detected errors in the StockpileReports Technology to StockpileReports with enough detail to permit StockpileReports to reproduce the error. Customer will assist StockpileReports with recreating and diagnosing each error. Customer will provide StockpileReports with reasonable access to all necessary personnel to answer questions regarding errors and other problems reported by Customer.
StockpileReports will use reasonable efforts to correct performance errors affecting Customer’s use of the StockpileReports Technology with a level of effort commensurate with the severity of the error.
Unless otherwise expressly agreed to by StockpileReports in a separate written agreement, the Support Services do not include: visits to Customer’s site; any work with or relating to any third party equipment or software, including the Customer Systems; or consultation with End Users.
(a) Unless otherwise agreed to by the parties in an Order, Customer will pay StockpileReports the fees and any other amounts owed under this Agreement, plus any applicable sales, use, excise, or other taxes specified on StockpileReports’ Pricing Page at https://www.stockpilereports.com/pricing.html. Customer may pay StockpileReports all fees by credit card. A credit card payment link may be provided in the digital invoice. All amounts payable under this Agreement are non-refundable. Unless otherwise mutually agreed to in a written agreement, Customer will pay all amounts due within 15 days of the date of the applicable invoice. Customer fees such as 3rd party procurement set-up, yearly procurement subscription fees, Foreign Tax form registration fees, as well as any expenses such as courier fees will be invoiced to the Customer. Please refer to StockpileReports current pricing page (if any) for more information regarding fees for the Services.
(b) If any amount due to StockpileReports under this Agreement is not received, then without limiting StockpileReport’s rights or remedies, StockpileReports may, in its sole discretion, opt to deactivate Customer’s access to the StockpileReports Technology.
(c) All subscriptions are prepaid and must be paid in full by Customer in order for StockpileReports to render reports for the Customer in the Stockpilereports.com portal. StockpileReports will issue an invoice to Customer for prepaid packages upon the reasonable advanced written request of Customer.
StockpileReports may utilize a third party payment process (“Payment Processor”) to facilitate transactions conducted through the StockpileReports Technology. By using the StockpileReports Technology and making payments, Customer agrees to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to Customer’s payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. StockpileReports is not responsible for any security breaches or unauthorized access to Customer’s information that may occur on the Payment Processor’s systems. If StockpileReports utilizes a Payment Processor to facilitate transactions, Customer agrees to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, StockpileReports shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. StockpileReports may use Stripe, Inc. (“Stripe”) as its Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms and conditions at any time. StockpileReports is not responsible for any changes made by the Payment Processor that may affect Customer’s use of the Services or StockpileReports Technology. StockpileReports reserves the right to change its Payment Processor at any time.
Other than federal and state net income taxes imposed on StockpileReports by the United States, Customer will bear all taxes, duties, withholding taxes, and other governmental charges resulting from this Agreement.
The Service may include certain subscription-based plans, with different pricing tiers, with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when Customer purchases Customer’s first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that Customer selects on Customer’s account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period,” and together the “Term”) unless Customer cancels the Subscription Service or StockpileReports terminates it. If Customer activates a Subscription Service, then Customer authorizes StockpileReports or its third-party payment processors to automatically charge, on a going-forward basis and until cancellation of the Subscription Service, all applicable fees and taxes for the next Subscription Period starting on the Subscription Billing Date and thereafter on the renewal date of Customer’s Subscription Service. Customer must cancel Customer’s Subscription Service at least seven business days prior to the renewal date in order to avoid billing of the next periodic Subscription Period to Customer’s account. Customer may cancel the Subscription Service by contacting us at support@stockpilereports.com. Customer’s cancellation must be received before the renewal date in order to avoid being charged for the next subscription period.
If either party commits a material breach or default in the performance of any of its obligations under this Agreement, then the other party may give the defaulting party written notice of the material breach or default (including a statement of the facts relating to the material breach or default, the provisions of this Agreement that are in material breach or default, and the action required to cure the material breach or default) and of the non-defaulting party’s intention to terminate the Agreement pursuant to Section 5.3 if the material breach or default is not cured within 30 days after the defaulting party’s receipt of that notice (or a later date as may be specified in that notice). Without limiting the preceding sentence, any failure by Customer to timely pay to StockpileReports any amounts owing under this Agreement will constitute a material breach of this Agreement.
If the defaulting party fails to cure a material breach or default specified in any notice under Section 5.2 within 30 days after receipt of notice (or a later date as may be specified in that notice), then the non-defaulting party may terminate this Agreement by giving the defaulting party written notice of termination. If Customer fails to timely pay any fees due under this Agreement, StockpileReports may, without limitation to any of its other rights or remedies, suspend Customer’s access to the StockpileReports Technology and the performance of any Service until it receives all amounts due.
Either party may terminate this Agreement at any time for any reason or no reason by providing the other party with 30 days advanced written notice of its decision to terminate this Agreement for convenience.
Customer may upgrade to a higher pricing tier with additional features during a Subscription Period by updating its account through StockpileReports’s then-current process. Customer will be charged a pro-rated rate for the newly selected pricing tier for the remainder of the Subscription Period.
If this Agreement is terminated for any reason: Customer will pay to StockpileReports any fees or other amounts that have accrued prior to the effective date of the termination; any and all liabilities accrued prior to the effective date of the termination will survive; Customer will provide StockpileReports with a written certification signed by an authorized Customer representative certifying that all copies of the Mobile Application have been permanently deleted from the Customer Systems and all End Users’ mobile devices and copies of Documentation in Customer’s possession have been destroyed; and Sections 1, 4, 5.6, 6, 7, 8, 9, 10, 11, and 12 will survive termination.
StockpileReports grants to Customer a limited right to access and use the StockpileReports Technology under this Agreement. Customer will not have any rights to the StockpileReports Technology except as expressly granted in this Agreement. StockpileReports reserves to itself all rights not expressly granted to Customer under this Agreement. Customer understands and agrees that StockpileReports may use and disclose, in an aggregated format, any and all data that is derived or collected from Customer’s use of the StockpileReports Technology (“Data”) for any purpose, if that aggregated data would not reasonably be identifiable as originating with or associated with Customer or any End User. StockpileReports is the sole owner of all Data.
Customer grants to StockpileReports a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable, sublicenseable license to use, copy, modify, or distribute, including by incorporating into the StockpileReports Technology, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or End Users.
Each party represents and warrants to the other that: this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and it will comply with all applicable laws in connection with this Agreement.
Customer represents and warrants that: the exercise by StockpileReports of the rights granted under this Agreement to the Customer Systems as provided by Customer and the collection, transmission, storage and use of the Stockpile Data collected by Customer or any End User does not, and will not, infringe any intellectual property rights, privacy rights, or other rights of any third party or give rise to any obligation for the payment of any sums to any third party by StockpileReports or any of its affiliates; the Customer Systems will comply with all reasonable requirements communicated in writing to Customer by StockpileReports; and the Customer Systems will not, when accessed or used by StockpileReports in accordance with this Agreement, subject StockpileReports to any liability or cause StockpileReports to violate any law, rule, or regulation or guideline.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, STOCKPILEREPORTS 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. STOCKPILEREPORTS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. STOCKPILEREPORTS DOES NOT WARRANT THAT THE STOCKPILEREPORTS TECHNOLOGY IS OR WILL BE ERROR-FREE OR THAT OPERATION OF ANY STOCKPILEREPORTS TECHNOLOGY WILL BE SECURE OR UNINTERRUPTED. STOCKPILEREPORTS EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CUSTOMER’S USE OF THE STOCKPILEREPORTS TECHNOLOGY, INCLUDING ITS (AND THE END USERS’) USE OF THE MOBILE APPLICATION AND THE COLLECTION OF STOCKPILE DATA. STOCKPILEREPORTS DOES NOT WARRANT THAT THE STOCKPILE DATA WILL BE ACCURATE, COMPLETE, OR CORRECT. ANY USE OF THE STOCKPILE DATA IS AT CUSTOMER’S OWN RISK. STOCKPILEREPORTS IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
Customer will defend StockpileReports from any actual or threatened third party claim arising out of or based upon Customer’s use of the StockpileReports Technology or Customer’s breach of any of the provisions of this Agreement. StockpileReports will: give Customer prompt written notice of the claim; grant Customer full and complete control over the defense and settlement of the claim; assist Customer with the defense and settlement of the claim as Customer may reasonably request and at Customer’s expense; and comply with any settlement or court order made in connection with the claim.
Customer will indemnify StockpileReports against: all damages, costs, and attorneys’ fees finally awarded against StockpileReports in any proceeding under Section 8.1; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by StockpileReports in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of such claim); and if any proceeding arising under Section 8.1 is settled, Customer will pay any amounts to any third party agreed to by Customer in settlement of any such claims. This Section 8.2 will apply regardless of any insurance coverage held by StockpileReports or any affiliate.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF A PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EXCEPT AS PROVIDED IN SECTIONS 11.5 AND 11.7 OR FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT PAID BY CUSTOMER TO STOCKPILEREPORTS UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY STOCKPILEREPORTS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
To the extent that StockpileReports offers services from third parties, including, but not limited to, the optional aerial services ordered pursuant to Exhibit A, (the “Third-Party Offerings”) StockpileReports disclaims all liability or obligations for any Third-Party Offerings. The third-party provider’s provision of the Third-Party Offerings may be subject to, and Customer will ensure that it is and remains in compliance with, eligibility requirements, certification requirements, or other terms as set out by the third party.
“Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; is acquired by the receiving party from another source without restriction as to use or disclosure; or is or becomes part of the public domain through no fault or action of the receiving party.
During and after the Term, each party will: use the other party’s Confidential Information solely for the purpose for which it is provided; not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 10; and maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
If either party is required by law to disclose the Confidential Information or the terms of this Agreement, such party must give prompt written notice of such requirement before such disclosure and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that they may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
Except as described in Sections 11.2 and 11.3, Customer and StockpileReports agree that every dispute arising in connection with this Agreement, the Service, or communications from us will be resolved through binding arbitration, unless Customer purchases a business license to the StockpileReports Technology or Services in which case any such disputes will be governed by Section 12.6. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
CUSTOMER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND STOCKPILEREPORTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
If Customer does not wish to resolve disputes by binding arbitration, Customer may opt out of the provisions of this Section 11 within 30 days after the date that Customer agrees to this Agreement by sending a letter to EveryPoint, Inc. dba StockpileReports.com, Attention: Legal Department — Arbitration Opt-Out, 8201 164th Ave NE, Redmond, WA 98052 that specifies: Customer’s full legal name, the email address associated with Customer’s account on the Service, and a statement that Customer wishes to opt out of arbitration (“Opt-Out Notice”). Once StockpileReports receives Customer’s Opt-Out Notice, this Section 11 will be void and any action arising out of this Agreement will be resolved as set forth in Section 12.6. The remaining provisions of this Agreement will not be affected by Customer’s Opt-Out Notice.
This arbitration agreement, and any arbitration between the parties, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting StockpileReports.
Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). StockpileReports’ address for notice is: EveryPoint, Inc. dba StockpileReports.com, 8201 164th Ave NE, Redmond, WA 98052. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, Customer or StockpileReports may commence an arbitration proceeding. If Customer commences arbitration in accordance with this Agreement, StockpileReports will reimburse Customer for Customer’s payment of the filing fee, unless Customer’s claim is for more than US$10,000 or if StockpileReports has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
Any arbitration hearing will take place in the county and state of Customer’s billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), Customer may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Customer’s billing address. During the arbitration, the amount of any settlement offer made by Customer or StockpileReports must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Except as provided in Section 11.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards Customer an amount higher than the last written settlement amount offered by StockpileReports before an arbitrator was selected, StockpileReports will pay to Customer the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
CUSTOMER AND STOCKPILEREPORTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both Customer and StockpileReports agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If StockpileReports makes any substantive change to this arbitration provision, Customer may reject the change by sending us written notice within 30 days of the change to StockpileReports’ address for Notice of Arbitration, in which case Customer’s account with StockpileReports will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes Customer rejected will survive.
If Section 11.8 or the entirety of this Section 11 is found to be unenforceable, or if StockpileReports receives an Opt-Out Notice from Customer, then the entirety of this Section 11 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 12.6 will govern any action arising out of or related to this Agreement.
StockpileReports is an independent contractor (and not an agent or representative of Customer) in the performance of this Agreement. This Agreement will not be interpreted or construed as: creating or evidencing any association, joint venture, partnership, or franchise between the parties; imposing any partnership or franchise obligation or liability on either party; or prohibiting or restricting StockpileReports’s performance of any services for any third party or the provision of products to any third party.
Customer may not assign its right, duties, or obligations under this Agreement without StockpileReports’s prior written consent. Any direct or indirect change of control of Customer via a merger, reorganization, consolidation or sale of all or substantially all of Customer’s assets or equity securities in one or a series of related transactions will be deemed to be an “assignment” for the purposes of this Section 12.2. If consent is given, this Agreement will bind Customer’s successors and assigns. Any attempt by Customer to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. StockpileReports may assign this Agreement without Customer’s consent.
StockpileReports may utilize one or more subcontractors or other third parties to perform its duties under this Agreement as long as StockpileReports remains responsible for all of its obligations under this Agreement.
Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to StockpileReports at: 8201 164th Ave NE, Redmond, WA 98052 and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 12.4. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
StockpileReports will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond StockpileReports’s reasonable control, so long as StockpileReports uses all commercially reasonable efforts to avoid or remove such causes of non-performance.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S.A, without regard to the conflict of laws principles thereof. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in Seattle, Washington, in connection with any action arising out of or in connection with this Agreement.
The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the StockpileReports Technology under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the StockpileReports Technology will immediately terminate.
Customer’s action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand, or cause of action first occurred.
The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. Any reference to any agreement, document or instrument will mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission, shall be deemed to have the same binding legal effect as delivery of an original signed copy of this Agreement. No party hereto shall raise the use of delivery by facsimile to deliver a signature or the fact that the Agreement was transmitted or communicated through the use of facsimile as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.
By using the Services, Customer consents to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that we send to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
StockpileReports may, from time to time, change this Agreement. Please check this Agreement periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to Customer of the revisions unless otherwise stated. StockpileReports may require that Customer accept the modified Agreement in order to continue to use the Service and StockpileReports Technology. If Customer does not agree to the modified Agreement, then Customer should discontinue its use of the Service and StockpileReports Technology. Except as expressly permitted in this section, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
This Agreement, including all schedules and exhibits, is the final and complete expression of the agreement between these parties regarding the StockpileReports Technology. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, including any comparable written subscription agreement with StockpileReports, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure agreement between the parties executed prior to this Agreement being executed. No employee, agent, or other representative of StockpileReports has any authority to bind StockpileReports with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. StockpileReports will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless StockpileReports specifically agrees to such provision in writing and signed by an authorized agent of StockpileReports.
This Section 13 (Notice Regarding Apple) only applies to the extent Customer uses StockpileReport’s Mobile Application on an iOS device. Customer acknowledges that this Agreement is between Customer and StockpileReports only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services, the StockpileReports Technology, or the content of the foregoing. Apple has no obligation to furnish any maintenance and support services with respect to the Services or StockpileReports Technology. If the Services or StockpileReports Technology fail to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the Mobile Application to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services or StockpileReports Technology. Apple is not responsible for addressing any claims by Customer or any third party relating to the Services or StockpileReports Technology or Customer’s possession and/or use of the Services or StockpileReports Technology, including: (1) product liability claims; (2) any claim that the Services or StockpileReports Technology fail to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services or StockpileReports Technology and/or Customer’s possession and use of the Services or StockpileReports Technology infringe a third party’s intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the Services or StockpileReports Technology. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represents and warrants that: (a) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
This addendum (this “Addendum”) is governed by the StockpileReports Customer Agreement (the “Agreement”) available at https://www.stockpilereports.com/customer-agreement.html, and upon Customer’s purchase of drone services in an Order, this Addendum is incorporated by reference into, and made a part of, the Agreement. In the case of a conflict between this Addendum and the Agreement, the Agreement will control. Capitalized terms used but not defined in this Addendum will have the meanings as set forth in the Agreement.
All drone services made available through StockpileReports are provided by independent third-party providers, not by StockpileReports. StockpileReports facilitates Customer’s access to such third-party providers but is not a party to the relationship between Customer and any such provider of the drone services. Customer may be required to accept additional terms and conditions directly from the applicable provider before receiving drone services, and Customer agrees to comply with any such terms.
STOCKPILEREPORTS IS NOT RESPONSIBLE OR LIABLE FOR ANY DRONE SERVICES OR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER OF THE DRONE SERVICES, INCLUDING WITHOUT LIMITATION: (A) THE QUALITY, SAFETY, TIMELINESS, OR RESULTS OF ANY DRONE SERVICES; (B) ANY DAMAGE TO PROPERTY OR INJURY TO PERSONS ARISING OUT OF OR RELATED TO THE DRONE SERVICES; OR (C) ANY FAILURE BY A THIRD PARTY PROVIDER OF THE DRONE SERVICES TO PERFORM. CUSTOMER’S SOLE RECOURSE WITH RESPECT TO DRONE SERVICES IS AGAINST THE APPLICABLE DRONE SERVICE PROVIDER. THIS DISCLAIMER IS IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 7.3 AND 9.4 OF THE AGREEMENT.
Fees for drone services are set forth on StockpileReports’ Pricing Page at https://www.stockpilereports.com/pricing.html or as specified in the applicable Order. All fees for drone services are subject to the payment terms set forth in the Agreement.