Terms of Use

STACKSONA TERMS OF USE
Last Updated: February 11, 2026

IMPORTANT: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY.

These Terms of Use (“Terms”) govern access to and use of the Stacksona platform and related websites, applications, APIs, and services (collectively, the “Services”) provided by Stacksona LLC (“Stacksona,” “we,” “us,” or “our”).

If you are using the Services on behalf of an organization (a “Customer”), you represent and warrant that you have authority to bind that organization to these Terms, and “you” refers to that organization.

1. DEFINITIONS
1.1 “AI Provider” means any third-party provider of AI models, inference APIs, tools, or related systems connected to a workspace by Customer.
1.2 “Customer Data” means data and content submitted to, stored in, transmitted through, or processed within a workspace by or on behalf of Customer, including prompts, files, policies, configurations, and outputs.
1.3 “Workspace Output” means outputs generated within a workspace by third-party systems (including AI Providers) in response to Customer Data, configurations, and workflow execution.
1.4 “Documentation” means user guides, policies, and technical documentation Stacksona makes available for the Services.
1.5 “Order Form” means a written ordering document, SOW, or subscription order referencing the Services.
1.6 “DPA” means a Data Processing Addendum, if executed by the parties.
1.7 “Government Entity” means:
(a) any national, federal, state/provincial, municipal, or local government;
(b) any ministry, department, agency, authority, regulator, tribunal, court, or public body;
(c) any military organization, law enforcement entity, intelligence service, or surveillance body;
(d) any public-sector educational or research institution; and
(e) any entity that is majority-owned (more than fifty percent (50%)), majority-controlled, or otherwise controlled (including by board control or similar governance rights) by one or more of the foregoing.
For clarity, “Government Entity” does not include private entities solely because they: (i) are regulated; (ii) contract with, provide services to, or sell to Government Entities; (iii) receive government grants; or (iv) have limited government ownership or investment that does not constitute majority ownership or control.

2. SERVICE ROLE; NO AI GENERATION BY STACKSONA
2.1 Orchestration Layer Only. Stacksona provides a governance and orchestration layer for Customer-managed workflows, including isolation, approvals, policy gates, logging, audit visibility, and rollback mechanisms.

2.2 Stacksona Is Not an AI Provider. Stacksona does not develop, train, operate, or supply AI models for inference. Stacksona does not generate, author, or originate AI outputs. Any AI or other third-party outputs displayed, stored, or transmitted through the Services are produced by third-party systems selected, configured, and connected by Customer.

2.3 No Professional Advice. The Services and any outputs are not legal, financial, medical, compliance, or other professional advice. Customer is solely responsible for review and use of any outputs and for obtaining professional advice as appropriate.

3. ELIGIBILITY; GOVERNMENT ENTITY PROHIBITION
3.1 Eligibility. You may use the Services only if you can form a binding contract and are not prohibited from using the Services under applicable law.

3.2 Absolute Government Entity Prohibition.
(a) THE SERVICES ARE NOT OFFERED TO, LICENSED TO, OR AUTHORIZED FOR USE BY ANY GOVERNMENT ENTITY.
(b) You may not access or use the Services if you are a Government Entity, or on behalf of, or as an agent of, a Government Entity.
(c) You may not provide access to the Services to any Government Entity, including by creating accounts for, sharing credentials with, or otherwise enabling use by a Government Entity.
(d) Any access or use in violation of this Section 3.2 is unauthorized, void, and a material breach. Stacksona may immediately suspend or terminate access upon suspicion or confirmation of such use.
(e) For clarity, private entities (including Customers) are not prohibited from using the Services solely because they contract with, provide services to, or sell to Government Entities, provided that no Government Entity is granted access to or is an authorized user of the Services.

4. ACCOUNT SECURITY; AUTHORIZED USERS
4.1 Accounts. Access may require an account. You must provide accurate information and keep it current.
4.2 Credentials. You are responsible for all activity under your accounts, including by Authorized Users. You must maintain the confidentiality of credentials and promptly notify Stacksona of any unauthorized access.
4.3 MFA. Stacksona supports multi-factor authentication. Customer is responsible for enabling and enforcing MFA policies within its organization as appropriate.

5. CUSTOMER RESPONSIBILITIES
5.1 Customer is solely responsible for:
(a) Customer Data and its legality, accuracy, and integrity;
(b) selecting, integrating, and managing AI Providers and other third-party tools;
(c) configuring policies, SOPs, approvals, gates, and permissions;
(d) all decisions made and actions taken based on Workspace Output; and
(e) compliance with all laws, regulations, and industry requirements applicable to Customer’s business, including privacy, security, and recordkeeping obligations.

5.2 Prohibited Conduct. You must not (and must not allow any third party to):
(a) use the Services in violation of the Restricted Use Cases or applicable law;
(b) reverse engineer, decompile, or attempt to derive source code, except to the extent prohibited by law;
(c) interfere with or disrupt the Services or security controls;
(d) access the Services to build a competing product or service;
(e) introduce malware, viruses, or harmful code;
(f) exceed rate limits or otherwise abuse the Services;
(g) misrepresent identity or affiliation; or
(h) use the Services as a service bureau or to provide the Services to third parties except as expressly permitted in an Order Form.

6. OWNERSHIP; LICENSES; WORKSPACE OUTPUT OWNERSHIP
6.1 Stacksona IP. Stacksona retains all right, title, and interest in and to the Services, Documentation, and Stacksona technology (including all software, interfaces, designs, and know-how), and all related intellectual property rights.

6.2 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data.

6.3 Workspace Output Ownership. As between Stacksona and Customer, Customer owns all Workspace Output. Stacksona claims no ownership interest in Workspace Output.

6.4 Limited License to Operate. Customer grants Stacksona a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data and Workspace Output solely to provide, secure, and maintain the Services and as otherwise permitted by the applicable agreement(s), including the DPA if executed.

6.5 Feedback. If you provide feedback or suggestions, you grant Stacksona a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation.

7. THIRD-PARTY SERVICES; AI PROVIDERS
7.1 Third-Party Terms. Your use of any AI Provider or third-party service is governed by that provider’s terms. Stacksona is not responsible for third-party services and does not make any warranties regarding them.

7.2 No Liability for Third-Party Outputs. Workspace Output is generated by third parties (including AI Providers) and may be inaccurate, incomplete, misleading, biased, unlawful, or otherwise unsuitable. Customer assumes all risk of use and reliance.

8. SECURITY; AVAILABILITY; NO SLA
8.1 Security Program. Stacksona maintains a security program designed to protect the Services and Customer Data, including encryption in transit and at rest, isolation mechanisms, and centralized logging/audit capabilities. Customer acknowledges that Stacksona’s security obligations may be further described in the DPA or written security addenda where applicable.

8.2 SOC 2 Planned. Stacksona plans to pursue SOC 2 alignment/certification. Stacksona does not represent that it is SOC 2 certified unless expressly agreed in writing.

8.3 Commercially Reasonable Efforts. Stacksona will use commercially reasonable efforts to maintain the availability of the Services. HOWEVER, STACKSONA DOES NOT PROVIDE ANY SERVICE LEVEL AGREEMENT OR GUARANTEE OF UPTIME, AVAILABILITY, OR PERFORMANCE UNDER THESE TERMS.

8.4 Underlying Infrastructure. Stacksona may host the Services using third-party infrastructure providers that offer their own service commitments (e.g., 99.95% uptime) to Stacksona. Such third-party commitments are not commitments by Stacksona to Customer and do not create any SLA under these Terms.

9. FEES; TAXES
9.1 Fees. Fees, if any, are set forth in the applicable Order Form. Unless otherwise stated, fees are non-refundable and payable in advance.
9.2 Taxes. Fees exclude taxes; Customer is responsible for applicable taxes except taxes on Stacksona’s net income.

10. CONFIDENTIALITY
10.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including Customer Data and Workspace Output.

10.2 Obligations. The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it using reasonable care; and (c) limit disclosure to employees/contractors with a need to know and bound by confidentiality obligations.

10.3 Exclusions. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed, or rightfully received from a third party.

10.4 Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, provided it gives notice where legally permitted.

11. DATA PROTECTION; DPA
11.1 Customer Data Processing. Stacksona processes Customer Data solely on Customer instruction to provide the Services.
11.2 DPA. If a DPA is executed, it is incorporated by reference and governs processing of personal data within Customer Data to the extent of any conflict with these Terms.
11.3 Subprocessors. Stacksona may use Subprocessors to provide the Services, subject to appropriate contractual safeguards. Where required, Stacksona will make available a subprocessor list and notice mechanism as described in the DPA or written terms.

12. INSURANCE
Stacksona maintains general commercial liability, cyber liability, and errors & omissions insurance coverage in customary amounts for businesses of similar size and stage, subject to availability and insurer terms. Stacksona does not make any guarantee that such insurance will cover any particular claim.

13. WARRANTIES; DISCLAIMER
13.1 Limited Warranty. Stacksona warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy and Stacksona’s entire liability for breach of this warranty is re-performance of the nonconforming Services, or if Stacksona cannot reasonably re-perform, termination and refund of prepaid unused fees for the affected period.

13.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” STACKSONA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. STACKSONA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE OR LAWFUL.

14. LIMITATION OF LIABILITY
14.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STACKSONA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 AI/THIRD-PARTY OUTPUTS. WITHOUT LIMITING THE FOREGOING, STACKSONA WILL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO WORKSPACE OUTPUT, AI PROVIDERS, OR ANY DECISIONS OR ACTIONS TAKEN BASED ON WORKSPACE OUTPUT.

14.3 CAP. EXCEPT FOR EXCLUDED CLAIMS IN SECTION 14.4, STACKSONA’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO STACKSONA UNDER THE APPLICABLE ORDER FORM(S) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.4 CONFIDENTIALITY/SECURITY CAP. FOR CLAIMS ARISING SOLELY FROM STACKSONA’S BREACH OF SECTION 10 (CONFIDENTIALITY) OR STACKSONA’S MATERIAL BREACH OF ITS SECURITY OBLIGATIONS UNDER THE DPA (IF EXECUTED), STACKSONA’S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES (2×) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO STACKSONA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS ENHANCED CAP DOES NOT APPLY TO (A) CUSTOMER’S USE OF AI PROVIDERS OR WORKSPACE OUTPUT, OR (B) CLAIMS CAUSED BY CUSTOMER, AUTHORIZED USERS, OR THIRD PARTIES OUTSIDE STACKSONA’S REASONABLE CONTROL.

14.5 BASIS OF BARGAIN. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 14 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT AND A BASIS OF THE BARGAIN.

15. INDEMNIFICATION
15.1 Customer Indemnity. Customer will indemnify, defend, and hold harmless Stacksona and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data; (b) Workspace Output; (c) Customer’s selection or use of AI Providers or third-party services; (d) Customer’s violation of these Terms or applicable law; or (e) Customer’s business operations and decisions.

15.2 Limited Stacksona IP Indemnity (Platform Only).
(a) Stacksona will defend Customer against any third-party claim alleging that the unmodified core Stacksona platform software (excluding third-party components, AI Providers, Customer Data, and Workspace Output) infringes a valid U.S. copyright, trademark, or patent, and will pay final damages awarded (or amounts agreed in settlement) for such claim.
(b) Customer must: (i) promptly notify Stacksona in writing; (ii) allow Stacksona sole control of the defense and settlement (provided no settlement admits liability for Customer or imposes obligations on Customer without Customer consent); and (iii) provide reasonable cooperation.
(c) Exclusions. Stacksona has no obligation for claims arising from: (i) Customer Data or Workspace Output; (ii) AI Providers or third-party services; (iii) Customer’s modifications or combinations not supplied by Stacksona; (iv) use not in accordance with Documentation; or (v) use after notice to stop.
(d) Remedy. If the Services are enjoined, Stacksona may, at its option: (i) procure the right for continued use; (ii) modify to be non-infringing; or (iii) terminate the affected Services and refund prepaid unused fees for the affected period.

15.3 Sole Remedy. This Section 15 states the indemnifying party’s entire liability and the other party’s exclusive remedy for the covered claims.

16. EXPORT CONTROLS; SANCTIONS; OFAC
You represent that you are not (and you will not permit access by) any person or entity that is: (a) located in a country subject to comprehensive sanctions; (b) listed on any U.S. government restricted party list; or (c) otherwise prohibited under applicable export control or sanctions laws, including OFAC restrictions. Stacksona may suspend or terminate access to comply with such laws.

17. TERM; SUSPENSION; TERMINATION
17.1 Term. These Terms apply for the duration of your access and any applicable subscription term in an Order Form.
17.2 Suspension. Stacksona may suspend access immediately for: (a) security risk; (b) suspected Restricted Use; (c) suspected Government Entity use; (d) non-payment; or (e) legal compliance needs.
17.3 Termination. Stacksona may terminate for material breach not cured within thirty (30) days after notice (or immediately for Sections 3.2, 5.2, 16, or Restricted Use violations).
17.4 Effect. Upon termination, licenses end, and Customer must cease use. Post-termination data handling is governed by the Order Form and DPA, if executed.

18. FORCE MAJEURE
Stacksona is not liable for delays or failures due to causes beyond reasonable control, including outages of third-party networks or infrastructure providers, natural disasters, labor disputes, and governmental actions.

19. GOVERNING LAW
These Terms are governed by the laws of the State of Delaware, excluding conflict of law rules.

20. BINDING ARBITRATION; CLASS ACTION WAIVER
20.1 Arbitration Agreement. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted in English and may be held remotely by videoconference unless in-person is required by the arbitrator.

20.2 Location. Unless the parties agree otherwise, the seat of arbitration will be Wilmington, Delaware.

20.3 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

20.4 Injunctive Relief. Nothing prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information pending completion of arbitration.

21. NOTICES
Notices must be in writing and delivered by email and/or recognized courier to the addresses specified in an Order Form or otherwise on file. Stacksona may provide notices by email or within the Services.

22. CHANGES
Stacksona may update these Terms. If changes are material, Stacksona will provide reasonable notice. Continued use after the effective date constitutes acceptance.

23. MISCELLANEOUS
23.1 Assignment. Customer may not assign these Terms without Stacksona’s consent. Stacksona may assign in connection with a corporate transaction.
23.2 Entire Agreement. These Terms, the Privacy Policy, any Order Form, and any DPA constitute the entire agreement regarding the Services.
23.3 Severability. If any provision is unenforceable, the remainder will remain in effect.
23.4 Waiver. Failure to enforce is not a waiver.
23.5 Independent Contractors. The parties are independent contractors.