Dated: July 8, 2025
This SaaS Subscription Agreement (the "Agreement") is entered into by and between STAG Market Intelligence, LLC, a Delaware limited liability company, with its principal place of business at 3150 SW 38th Ave., Ste. 1320C, Miami, FL 33146 ("STAG") and you or the organization on whose behalf you are agreeing to this Agreement, by clicking through these terms ("Customer"). This Agreement shall be effective on the date you first click through these terms, click the "I Accept" button below, execute an Order that incorporates this Agreement by reference, or access or use the Service (the "Effective Date").By doing any of the foregoing, you (a) acknowledge that you have read and understand this Agreement, (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and if entering into this Agreement for an entity, that you have the legal authority to bind that entity, and (c) accept this Agreement on your behalf or on behalf of the entity you represent, if you are entering this Agreement for an entity, and agree that you or such entity, as applicable, are legally bound by its terms. If you do not agree to or accept these terms, you may not access or use the Service.
This Agreement sets forth the terms under which STAG will provide one or more of its cloud-based services to Customer(collectively,the "Service"), and any related Support. Capitalized terms in this Agreement are defined in Appendix 1. Pricing and itemized details of Customer's specific Service purchase are set forth in the applicable Order.
2.1 Access to the Service
During the Subscription Term, STAG will make the Service available to Customer solely for Customer's internal business use and subject to the terms contained herein and in any Order. Except as otherwise stated in the applicable Order, Customer may permit its Affiliates to use and access the Service in accordance with this Agreement, but Customer will be responsible for their compliance with this Agreement and the applicable Order.
2.2 Limitations
Customer will not: (a) resell, sublicense, lease, time share or otherwise make the Service available to any party not authorized to use the Service under this Agreement or an applicable Order; (b) copy, modify or create derivative works based on the Service; (c) reverse engineer or decompile the Service; (d) allow the sharing of access credentials if the applicable Order restricts Service access to a limited number of Authorized Users; (e) use the Service for unlawful purposes, including to send or store infringing, obscene, threatening; (f) use the Service to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; or (g) disrupt the integrity or performance of the Service. Customer's use of the Service is also subject to STAG's Terms of Service, the terms of which are incorporated herein by reference (the "Terms of Service").
2.3 Support
STAG will provide Support based upon the level of Support Customer purchases in the applicable Order. Customer acknowledges that Support is limited solely to the Service(s) included in Subscriptions purchased under this Agreement and applicable Order.
Customer shall be solely responsible for its own compliance with this Agreement and compliance by its Authorized Users and/or others to whom it grants access to the Service. Customer agrees to promptly notify STAG of any unauthorized access to the Service arising from a compromise or misuse of Customer's or its Authorized User's access credentials. Customer is exclusively responsible for determining what data Customer submits to the Service, for obtaining all necessary consents and permissions for submission of Customer Data and related data-processing instructions to STAG, and for the accuracy, quality and legality of Customer Data.
4.1 Ownership of the Service
STAG and/or its licensors shall retain all right, title and interest in the Service, the technology and software used to provide it and all content therein, including any modifications or enhancements to the Service or content arising from Customer feedback. No rights are granted to Customer by STAG except as expressly stated in this Agreement.
4.2 Ownership and Processing of Customer Data
Customer and/or its licensors shall retain all right, title and interest in all Customer Data stored in the Service, including any revisions, updates or other changes made to that Customer Data. Customer grants STAG a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data as reasonably necessary for STAG to provide the Service in accordance with this Agreement. STAG and Customer will comply with all applicable data privacy laws and process all Customer Data in compliance with its Data Processing Addendum located at [insert URL], which is incorporated by reference into this Agreement. Please see STAG's Privacy Policy for more information on how STAG uses and processes Customer Data. Notwithstanding the foregoing, Customer will implement the legally required technical and organizational measures to comply with applicable data privacy laws as data controller.
4.3 Use of Aggregate Information
STAG may collect and aggregate data derived from the operation of the Service ("Aggregated Data"), and STAG may use such Aggregated Data for purposes of operating STAG's business, monitoring performance of the Service, and/or improving the Service. STAG's use of Aggregated Data as described in this Section shall not result in any unauthorized disclosure of Customer Data, Customer Confidential Information, or personally identifiable information of Authorized Users.
4.4 Feedback
To the extent Customer provides suggestions or other feedback specifically relating to the Service or Support, Customer grants to STAG a royalty free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, and otherwise exploit such feedback, including incorporating it into the Service or Support.
5.1 Payment
Fees for the Service will be identified in an Order and all fees are payable in accordance with such Order. Fees are non-cancelable and non-refundable. Customer may not decrease the scope of its Service during the relevant Subscription Term.
5.2 Taxes
All fees are exclusive of taxes, levies, or duties, ("Taxes"), and unless Customer can provide a valid state sales/use/excise tax exemption certificate (or other reasonable evidence of exemption) to STAG, Customer will be responsible for payment of all such Taxes excluding taxes based solely on STAG income and STAG may invoice Taxes in accordance with applicable law.
6.1 Confidentiality
"Confidential Information" means information and/or materials provided by one party ("Discloser") to the other party ("Recipient"), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: this Agreement, STAG's non-public pricing, product roadmap or strategic marketing plans, and any other non-public materials relating to the Service and any and all content provided as part of the Service. Recipient may disclose Discloser's Confidential Information only to Recipient's Affiliates, employees, officers, directors, advisors or contractors who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient's duty hereunder.
6.2 Exclusions
"Confidential Information" does not include information that: (a) is independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (b) is lawfully received free of restriction from another source having the right to furnish such information; (c) is or becomes lawfully in the public domain other than through a breach of this Agreement; (d) was known by the Recipient prior to disclosure; or (e) Discloser agrees in writing is free of such restrictions.
6.3 Duties Regarding Confidential Information
At all times during and after the term of this Agreement, Recipient shall (a) keep Discloser's Confidential Information confidential and not disclose Discloser's Confidential Information to a third party without the Discloser's written consent or as expressly permitted in this Agreement and (b) not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice to enable Discloser to seek appropriate protection of the Confidential Information.
6.4 Unauthorized Disclosures
The parties agree that Recipient's unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such injunction shall be additional to other remedies available to Discloser at law or in equity.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE AND SUPPORT ARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND STAG MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OR SUPPORT. STAG SPECIFICALLY AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, STAG DOES NOT WARRANT THE SERVICE WILL BE ERROR-FREE OR THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED.
This Agreement shall be subject to the indemnification provisions set forth in Section 11 of the Terms of Service. In addition, Customer shall indemnify, defend and hold harmless STAG from and against any and all Losses incurred by STAG resulting from any breach of this Agreement (including the Terms of Service) by Customer, including its affiliates, officers, directors, employee or agents, including its Authorized Users.
This Agreement shall be subject to the disclaimers and limitations of liability set forth in Section 10 of the Terms of Service.
10.1 Effective Date and Term
This Agreement commences on the Effective Date and will continue for so long as there is an Order in effect between the parties.
10.2 Termination for Cause
If either party materially breaches the terms of this Agreement and the breach is not cured (or curable) within thirty (30) days after written notice of the breach, then the other party may terminate this Agreement and/or the applicable Order upon written notice to the breaching party. Either party also may terminate this Agreement upon written notice: (a) if the other party (i) terminates or suspends its business, (ii) becomes subject to any insolvency proceeding under federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise. In addition, STAG may immediately terminate this Agreement if Customer breaches the Terms of Service in its sole discretion.
10.3 Effect of Termination
Upon expiration or termination of this Agreement for any reason: (a) STAG's obligation to provide the Service and accompanying Support will terminate, (b) all of Customer's and its Authorized Users' rights to use the Service will terminate, and (c) the provisions of Sections 4, 6-9 and 11 of this Agreement will survive such expiration or termination.
11.1 Assignment
This Agreement may not be assigned by Customer without STAG's prior written consent. STAGmay (a) assign this Agreement to an Affiliate or (b) assign this Agreement pursuant to a merger or a sale of all or substantially all of such party's assets or stock.
11.2 Compliance with Applicable Laws
Each party will comply with all applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws.
11.3 Future Features and Functionality
The development, release, and timing of any additional features or functionality of the Service remains at STAG's sole discretion. Accordingly, Customer agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time the Order is executed, and not in expectation of any future feature or function.
11.4 Notices
Notices may be sent by email to Customer's email address on file with STAG. Customer will address notices to the STAG Legal Department at [email protected]. Either party may from time to time change its address for notices under this Section upon written notice (via email) to the other party.
11.5 Non-waiver
Any failure of either party to enforce performance by the other party of any of the provisions of this Agreement, or to exercise any rights or remedies under this Agreement, will not be construed as a waiver of such party's right to assert or rely upon such provision, right or remedy in that or any other instance. Neither party waives any rights or limits its remedies for actions taken outside the scope of this Agreement.
11.6 Governing Law; Dispute Resolution
This Agreement will be governed by the laws of the State of Florida without regard to the conflicts-of-law provisions. Each party irrevocably submits to the personal jurisdiction and venue ofthe applicable jurisdiction above. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. The prevailing party in any dispute arising from this Agreement shall recover its reasonable attorneys' fees and costs from the losing party, including any fees or costs arising from an appeal.
11.7 Severability
If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of the Agreement will remain in full force and effect.
11.8 Relationship of the Parties
Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect.
11.9 Force Majeure
In no event shall either party be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement when and to the extent such failure or delay is caused by any of the following circumstances beyond such party's reasonable control: (i) acts of God; (ii) flood, fire, earthquake, epidemic or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances, including shortage of adequate power or transportation facilities.
11.10 Entire Agreement; Amendment
This Agreement, together with the applicable Order(s), constitutes the entire agreement between parties, and supersedes all prior agreements, whether written or oral, between the parties regarding its subject matter. In the event of a conflict between the terms of this Agreement and the terms of any Order, the conflict will be resolved in the following order: (a) the Order; (b) this Agreement; and (c) the Terms of Service. Modificationsto this Agreement may be made by STAG at any time by providing electronic notice to Customer. Customer is responsible for reviewing and becoming familiar with any modifications. Customer's continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms.
11.11 General representations
Each party represents and warrants that it has the power and authority to enter into this Agreement.
"Affiliate" means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities.
"Authorized User" means, with respect to a Customer entity, a named individual that is under Customer's control and authorized to use the Service under this Agreement and an applicable Order.
"Customer Data" means any electronic data or materials provided or submitted by Customer to or through the Service.
"Order" means the click through or other electronic document that details the Subscription and other products and services purchased by Customer from STAG pursuant to this Agreement, including the applicable pricing and Service.
"Service" means the applicable license metrics and quantities under which the Service is provided to Customer, which may include, without limitation, users, nodes, clusters, clients, requests, services, or workspaces as set forth in an Order.
"Subscription" means access to the Service and any associated Support during the Subscription Term.
"Subscription Term(s)" means the subscription period(s) during which Customer is authorized to use the Service, as specified in an applicable Order.
"Support" means any customer support services as set forth in the applicable Order.