General Terms

Stord General Terms

These Terms and Conditions apply to all Services provided by Stord to Customer under any Service Agreement or SOW. By executing the Service Agreement and/or accepting Services, Customer acknowledges that it has read, understood, and agrees to these Terms and Conditions. Customer and Stord are each referred to individually as a "Party", and collectively as the "Parties."

Stord may change these Terms and Conditions from time to time in its sole discretion. Any changes are effective immediately upon publication on the applicable website locations or as mutually agreed by the Parties in writing. Any changes are effective immediately upon posting on Stord’s website at Stord.com/general-terms.

Stord's Services include providing technology solutions and logistics services to support one or more of the following: (a) Warehouse Services, including inbound receiving, storage, picking and packing, outbound fulfillment, and warehouse administrative functions related to Customer's Goods, performed at Facilities; (b) Freight Services and Parcel Services involving the arrangement of transportation of Goods and Parcels through third-party Carriers selected by Stord; and (c) Software Services providing access to Stord's cloud-based platform designed to enable Users to manage inventory, orders, shipments, and distribution with data visibility and analytics in a single platform, including integration with third-party applications. Without limiting the foregoing, any other actions that Stord undertakes at or related to Customer's request or direction, including accessorial services and general labor, shall also constitute "Services" for purposes of this Agreement.

1. Definitions

1.1 Definitions

Capitalized terms are defined as follows:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership, or control of more than 50% of the voting interests of the subject entity.
• Agreement: The Service Agreement, SOWs, and the Stord Terms and Conditions.
• Carrier: A carrier by highway or other mode providing transportation, including carriers transporting Shipments and, if applicable, draymen and/or railroad intermodal carriers. Stord is not a Carrier.
• Confidential Information: Information defined in Section 3.1.
• Customer: The entity that has executed an Agreement with Stord and Affiliates of that entity that have entered into SOWs under the Agreement.
• Customer Content: All data, information, feedback, suggestions, text, content, and other materials uploaded or made available to Stord in connection with Customer’s use of the Services.
• Data Anonymization: The process by which Stord removes or modifies any information that could reasonably be used to identify Customer or any natural person.
• End Customer: Any third party to whom Customer directs Stord to ship, deliver, or otherwise transfer Goods or Parcels on Customer’s behalf.
• Facility: Any storage or warehouse locations where Services are provided to Customer by Stord or the Stord Partner Network.
• Fees: The fees for Services provided by Stord to Customer and all charges or costs arising from Services.
• Force Majeure Event: Matters beyond a Party’s reasonable control including acts of God, hurricanes, floods, strikes, civil commotion, and governmental actions.
• Goods: The merchandise or property that the Customer tenders to Stord for Services.
• Parcel(s): The merchandise, small packages, or property that the Customer tenders to Stord for Parcel Services.
• Services: The products, services, and access provided by Stord to Customer under a Service Agreement or SOW.
• Software Services: Stord's cloud-based platform service and other online subscription services.

2. Fees, Payment Terms, Taxes and Charges

2.1 Fees and Payment Terms

Customer will pay Stord the Fees. Fees will be due as set forth in the Service Agreement or SOW.

2.2 Late Fees

Stord may require Customer to pay a late fee on any overdue invoices.

2.3 Credit Card Processing

If Customer elects to pay by credit card, Stord may charge Customer a processing fee not to exceed 4% of the transaction total.

2.4 Taxes and Charges

Fees do not include any applicable taxes imposed by government authorities, which are Customer’s sole responsibility.

2.5 Fee Adjustments

Stord reserves the right to amend charges and to re-invoice Customer if rates were based upon materially incorrect information provided by the Customer or if out-of-scope Services were required.

2.6 Invoice Disputes

Any dispute of an invoice by Customer shall be made in good faith and in writing.

2.7 Non-Payment

If any Fees owed by Customer are overdue, Stord may suspend Services until such amounts are paid in full.

3. Confidential Information

3.1 Definition of Confidential Information

“Confidential Information” means any non-public information that derives independent economic value from not being generally known, disclosed directly or indirectly by one Party to the other pursuant to the Agreement.

3.2 Use of Confidential Information

Each Party retains all rights in its Confidential Information but shall limit their use of the Confidential Information to purposes related to their performance under the Agreement.

3.3 Equitable Remedies

The impacted Party will be entitled to seek an injunction or another equitable remedy due to any breach of Confidential Information obligations.

4. General

4.1 Intellectual Property Rights

Stord reserves all rights not expressly granted to Customer. Stord owns all IP Rights in regards to Software Services and related technology.

4.2 Insurance

Stord agrees to maintain insurance coverage but does not insure Goods against loss, damage, theft, or delay.

4.3 Limitation of Liability

In no event shall the aggregate liability for any claims exceed the amount paid by Customer for the applicable Service in the twelve months prior to the first occurrence.

4.4 Exclusion of Consequential Damages

Neither Party will have any liability for any lost profits, revenues, or indirect damages.

4.5 Disclaimer

Stord does not provide any warranty and services are provided on an “AS IS" basis.

4.6 Indemnification

Customer shall indemnify Stord against any losses or claims arising out of its obligations under the Agreement.

4.7 Modification

Stord may change these Terms and Conditions from time to time.

4.8 Assignability

Neither Party may assign this Agreement without prior written consent, except under certain conditions.

4.9 Subcontracting

Stord may engage third-parties to perform Services but remains responsible for completion.

4.10 Third-Party Beneficiaries

No other person or entity shall be deemed to be a third-party beneficiary of this Agreement.

4.11 Independent Contractors

The Parties are independent contractors.

4.12 Governing Law

The laws of the State of Delaware govern the Agreement.

4.13 Entire Agreement

The Agreement constitutes the sole and entire agreement of the Parties.

4.14 Severability

If any provision of this Agreement is held by a court to be contrary to law, the remaining provisions will remain in effect.

4.15 Force Majeure

Neither Party shall be liable for default due to a Force Majeure Event.

4.16 Term and Termination Rights

Either Party may terminate the Agreement under specified conditions.

4.17 Effect of Termination

Upon termination, Customer shall pay all outstanding invoices and Fees then due.

4.18 Waiver

No waiver of any part of the Agreement will be effective unless in writing.

4.19 Notices

Notices must be in writing and delivered accordingly.

4.20 Counterparts

The Parties may execute the Service Agreement in multiple counterparts.

4.21 Compliance with Laws

The Parties agree to comply with all applicable laws, rules, and regulations.

4.22 Precedence

In the event of any conflict among provisions of any documents, precedence is given to the Service Agreement first, then these Terms and Conditions.

4.23 Survival of Provisions

Certain provisions shall survive any termination or expiration of this Agreement.

Support

General Inquiries

Please contact Stord at help@stord.com if any questions arise.

Operational Failures

Customer responsibilities include reporting operational failures to: service@stord.com

HR Complaints

Complaints about Stord employees should be reported to: complaints@stord.com

Software Services Support

Contact Stord at help@stord.com

Privacy Questions and Concerns

Contact Stord at Privacy@stord.com