Terms of Use

Last updated April 6, 2023

Demostack, Inc. and its Affiliates (collectively, “Demostack”, “Company”, “We” or “us”) welcome you (the “User”, “you” or “your”) to our: (i) website at https://www.demostack.com/ and any additional website or webpages owned and/or operated by Demostack (collectively, the “Site”), (ii) free trial version (“Free Trial Services”) of our demo environment solution (“Platform”) ; (iii) full paid version of our Platform for individuals who register as end users or otherwise interact with our Customers ‘s demos via our Platform (“End User(s)”) (iv) desktop application of our Platform (“Desktop App”); and/or (v) beta version of any of our features and/or products that you may receive access to (collectively, the “Services”).

For purposes herein, “Affiliate” shall mean an entity that 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.

By entering, connecting to, accessing or using the Site and/or Services (and with respect to the Desktop App, also by downloading it and/or by clicking on the “I AGREE” button upon initial installation thereof and any updates thereof) you acknowledge that you have read and understood and agreed to be bound by the terms and conditions herein (“Terms of Use”), including the Demostack Privacy Policy, incorporated herein by reference (available at: https://www.demostack.com/privacy) (collectively, the “Terms”) regarding your use of the Site and Services. If you do not agree to these Terms please do not access or use the Site and/or Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the Terms, in which case the terms “User” “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and shall not be permitted to use the Services.

By accepting these Terms, you represent and warrant that any and all information you provide us through the Site and Services is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.

1. Site & Services

These Terms govern your access and use of the following:

• Use of Demostack. Use by the End Users of Customer of such Demostack services as set forth in the Customer’s applicable order form.
• Demostack Free Trial Services. The Demostack Free Trial Services offers Users a free, limited version of the Demostack cloud-based SaaS platform for a short trial evaluation basis. The Free Trial Services enables Users to get a feel for the platform for a limited period. The Free Trial Services may offer limited features and functionality.
• Desktop App. The Demostack App offers Users a free, limited software version of the Demostack platform to be downloaded to your computer (Mac/Windows). The Desktop App may offer limited features and functionality.
• Site. Our Site offers basic information on our company, technology and various products and features we offer. You may also contact Demostack through our Site or a landing page of an ad to access certain Services.
• Beta Version. We may sometimes offer you access to our beta version of exciting new features of products. Access to such beta versions shall be limited and may stop at any time.

The license to use some of the Services (such as the Free Trial Services and/or Desktop App) is provided, as of the date hereof, free of charge. Demostack reserves the rights to cease such free-of-charge license and use and charge fees therefor at any time subject to terms to be separately agreed.

Demostack reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site, and/or Services (or any part thereof, including but not limited to the Demostack content and the Desktop App) without notice, at any time and at its sole discretion. You agree that Demostack shall not be liable to you for any modification, suspension, or discontinuance of our Site and/or Services.

2. Accounts & Passwords

2.1. In order to access and use the Services you may need to create a User account and provide certain identifying details to create such account (“Account”). If you are not logging on through a third-party network (such as Google SSO), you must also create a password to access your Account. You are solely responsible for maintaining the confidentiality of your Account and password and you must not share such credentials with any third party. You should ensure that you exit from your Account at the end of each session and take particular caution when accessing your Account from public or shared computers. You agree to notify us immediately (at legalnotices@demostack.com ) of any unauthorized access to or use of your Account or password or any other breach of security.

2.2. All information you provide for registration of your Account will be stored and used in accordance with our Privacy Policy (available at: https://www.demostack.com/privacy).

3. Eligibility

You must be over the age that is considered to be the age of minors according to the law applicable to you to be able to use the Services. We reserve the right to request proof of age at any stage so that we can verify that minors are not using the Services. In the event that it comes to our knowledge that a person who is a minor is using the Services, we will prohibit and block such person from accessing the Services and will make all efforts to promptly delete any data with regard to such person.

4. User Representations and Undertakings; Indemnification

4.1. Representations. You represent and warrant at all times throughout your use of the Site and/or Services (including, without limitation, the Desktop App) that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents you from fulfilling your obligations under these Terms; (ii) you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of the Site and/or the Services; (iii) your use of the Site and/or Services has not been previously blocked, suspended or terminated; (iv) you do not authorize a third party to do any of the foregoing; and (v) you will not infringe or violate any of these Terms.

4.2. Indemnification. You agree to defend, indemnify and hold harmless Demostack from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from your violation of the obligations set forth in Section 4.1 above.

5. Rights to Access and Use

5.1. General License. Except as otherwise specified herein, Demostack is granting you a limited, personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable (at Demostack’s discretion) right to access and use the Site and the Services (including, without limitation, the Desktop App) subject to these Terms and in connection with websites, applications, or other web-based services that you own, license, or have a right to use, solely for the purpose for which the Site and the Services were intended in accordance with all associated documentation provided to you or referenced therein, and in any event for your own internal use.

For clarity’s sake, with respect to the Desktop App, the above license and right is extended to also allow you to install the Desktop App and use the software underlying it in object code format only.

5.2. Free Trial Services. For use of the Free Trial Services, Demostack is granting you a limited, personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable (at Demostack’s discretion) license to access and use any applicable software components included with the Demostack Free Trial Services for a Trial Period. For purposes herein “Trial Period” shall mean a period of ten (10) business days from User’s first access to the Free Trial Services.

6. Use Restrictions & User Data

6.1. Use Restrictions. Certain conduct is strictly prohibited on and/or with respect to the Site and/or Services (including, without limitation, the Desktop App). Your failure to comply with the provisions set forth below may result, in the termination or suspension of your access to the Site and/or Services, which is in Demostack’s sole and absolute discretion, and may also expose you to civil and/or criminal liability.

Other than the rights expressly specified in these Terms, no other right or interest is granted to User in connection with the Site and/or Services, including without limitation, the Desktop App (or any part thereof). Without limiting the foregoing, User will not: (a) make the Services available to anyone, or use the Services for the benefit of anyone, unless expressly agreed otherwise with Demostack; (b) use the Site and/or Services to store or transmit infringing, libellous or otherwise unlawful or tortious material, or use the Site and/or Services to store or transmit material in violation of third-party privacy rights; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Site and/or Services, or access the Site and/or Services to build a competitive product or service, including any product or service using similar ideas, features, functions or graphics of the Site and/or Services; (d) modify, copy, translate, or create derivative works based on the Site and/or Services (except to the extent expressly authorized by Demostack); (e) sell, resell, license, sublicense, distribute, rent or lease the Site and/or Services or include the Site and/or Services in a timeshare or service bureau offering; (f) remove any proprietary notices, restrictions, signs, or labels; (g) use the Site and/or Services to send unsolicited bulk commercial email of any kind, regardless of the content or nature of such messages; (h) interfere or attempt to interfere with the integrity or proper working of the Site and/or Services; or (i) use the Site and/or Services in any manner not expressly authorized by these Terms or otherwise not in accordance with applicable law (including, without limitation, DFAR section 227.7202 and FAR section 12.212).

6.2. User Data. User grants to Demostack and its applicable contractors a non-exclusive, worldwide, royalty-free license to host, copy, use, display and transmit any and all data, information and material input or uploaded to the Site and/or Services (including, without limitation, through the Desktop App) or transmitted to Demostack through the Site and/or Services by or on behalf of User (“User Data”) as appropriate for Demostack to provide and ensure proper operation of the Site and/or Services. Subject to the limited licenses granted herein, Demostack acquires no right, title or interest from User or its licensors under these Terms in or to any User Data. User and its licensors reserve all of their right, title and interest in and to the User Data, including all of their related intellectual property rights.

You understand and agree that you are solely responsible for your User Data and the consequences of publishing such User Data on the Site and/or Services. You represent that you are the rightful owner of the User Data you upload to the Site and/or Services or that you have (and will continue to have) all necessary licenses, rights, consents and permissions for such use of User Data and that such data does not infringe on any third-party rights.

Any User Data that the User enters into the Free Trial Services or Desktop App will be permanently lost unless User purchases a subscription to the same services as those covered by the Free Trial Services or Desktop App or exports such User Data before the end of the Trial Period or prior to deletion of Desktop App.

7. Confidentiality

7.1. Definition of Confidential Information. For purposes of these Terms, “Confidential Information” shall mean any non-public information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly in writing, orally, or by inspection of tangible objects: (a) that the disclosing party identifies as confidential or proprietary at the time of disclosure; or (b) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information of User includes User Data; Confidential Information of Demostack includes the Free Trial Services and any documentation included in or referred to in the Site and/or Services, and the terms and conditions of these Terms and all Order Forms (including pricing). Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes (through no breach by the Receiving Party of these Terms or any other obligation of confidentiality applicable to the Receiving Party) generally available to the public; or (ii) was lawfully in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party who is not bound by any confidentiality obligations with respect thereto; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information. For clarity, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Demostack services and offerings.

7.2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Demostack may disclose the terms of these Terms and any applicable Order Form to a contractor to the extent necessary to perform Demostack’s obligations under these Terms, under terms of confidentiality materially as protective as set forth herein.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Intellectual Property Rights

8.1. Intellectual Property Rights. The Site, the Services (including, without limitation, the Desktop App), the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Demostack’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Site and/or Services and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Demostack, and are subject to copyright and other applicable intellectual property rights under U.S. and Israeli laws, foreign laws and international conventions.

8.2. Trademarks. All logos and other proprietary identifiers used by Demostack in connection with the Site, Services, and other Demostack products and services, (“Demostack Trademarks”) are all trademarks and/or trade names of Demostack, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Site and/or Services belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Demostack Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Demostack Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.

8.3. Feedback. User hereby grants Demostack a perpetual, irrevocable, royalty-free, and fully paid-up right and license to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User related to the Site and/or Services or other Demostack products or services, including for the purpose of improving and enhancing the Site and/or Services, provided that User is not referenced in such use. User hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform Demostack as soon as it becomes aware of any third- party right or limitation which may apply to Feedback already provided.

8.4. Usage Information. Notwithstanding anything to the contrary, Demostack may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and/or Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and Demostack will be free (during and after the term hereof) to: (a) use such information and data to improve and enhance the Site and/or Services and for other development, diagnostic and corrective purposes in connection with the Site and/or Services and other Demostack offerings; and (b) disclose such information and data solely in aggregated or other anonymized form in connection with its business.

9. Privacy

For the purpose of providing the Site and/or Services, the ongoing operation thereof, and/or for security purposes, Demostack collects, processes and stores certain data. Demostack respects your privacy and is committed to protecting the information you share with us. Demostack believes that you have a right to know our practices regarding the information Demostack collects when you connect to, access or use the Site and/or Services.

9.1. Privacy Policy. Our policy, practices and information about what data we collect and how we collect such data are described in our Privacy Policy available at: https://www.demostack.com/privacy. If you intend to connect to, access or use our Site and/or Services you must first read and agree to the Privacy Policy, which is incorporated by reference herein.

9.2. End Users of Paid Customer Subscription. With respect to End Users, Demostack shall: (i) Process the Personal Data (as defined in the Privacy Policy) only in accordance with the customer subscription terms entered into with such Customer (“Agreement”); (ii) ensure persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and train such personnel to be aware of their responsibilities under applicable laws and the Agreement; (iii) reasonably assist Customer, at Customer’s expense, as needed to cooperate with and respond to requests from supervisory authorities, data subjects, or customers by providing information related to Demostack’s practices of Processing Personal Data; (iv) notify the Customer without undue delay after becoming aware of a security breach incident related to Customer’s and its Users’ Personal Data; (v) only process or use Personal Data on its systems or facilities to the extent necessary to provide the Services, perform its obligations under the Agreement and the Privacy Policy; (vi) not lease, sell or otherwise distribute Personal Data other than as part of the Services agreed between the parties (excluding in case of assignment of the Agreement under its terms and if legally required); (vii) purchase and maintain throughout the term of the Agreement or the term in which it retains the Personal Data, professional liability insurance customary to cover liabilities related to cyber security; (viii) maintain the Personal Data separately from any other data it holds for its other clients and/or third parties; (ix) appoint a designated contact person who will be responsible for any cooperation with the Customer with respect to the processing of Personal Data (x) report to the Customer at its request in writing regarding security and obligations related to data processing and (xi) allow Customer to conduct an audit regarding the processing of Personal Data by Demostack under the Agreement. For this purpose, Demostack will, following reasonable prior written notice by Customer, provide Customer with information reasonably necessary for such purpose. Any such audit shall be subject to appropriate non-disclosure agreements between the audit performing personnel and Demostack and within reasonable intervals (but no more than once every 12 months) to Demostack. In case Customer processes through the Services information of any EU citizens, Customer may execute a separate DPA governing such process.

10. Third Party Services

10.1. The Site and/or Services may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Site and/or Services. You hereby acknowledge that Demostack has no control over such Third-Party Services, and further acknowledge and agree that Demostack is not responsible for the availability of Third-Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.

10.2. You further acknowledge and agree that Demostack shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services.

10.3. No reference made in this Site and/or the Services to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of Demostack, constitute or imply an endorsement, recommendation or favoring by Demostack.

11. No Warranties; Limitation of Liability

11.1. DISCLAIMER OF WARRANTY. THE SITE AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE DESKTOP APP) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY EXCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DEMOSTACK AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE USER THAT: (A) USER’S USE OF THE SITE AND/OR SERVICES WILL MEET USERS’ REQUIREMENTS, (B) USERS’ USE OF THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA RELATED TO THE SITE AND/OR SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, USER SHALL BE FULLY LIABLE UNDER THESE TERMS TO DEMOSTACK AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF USER’S USE OF THE SITE AND/OR SERVICES AND/OR ANY BREACH BY USER OF THESE TERMS.

11.2. LIMITATION OF LIABILITY. EXCLUDING EACH PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE AND ITS OBLIGATION OF CONFIDENTIALITY UNDER SECTION 2, AND USER’S BREACH OF SECTION 4 OR OTHER VIOLATION OF DEMOSTACK’S INTELLECTUAL PROPERTY RIGHTS, (A) EACH PARTY, ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES INCURRED BY SUCH PARTY, AND (B) THE TOTAL LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED $1,000 IN THE AGGREGATE. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER IN SUCH STATES.

12. Termination of Service

12.1. Demostack has the right to terminate or suspend your access to all or part of the Site and/or Services for any or no reason, including without limitation, any violation of the Terms.

12.2. Except as otherwise stated herein, in the event of any expiration or termination of these Terms, all rights granted hereunder shall immediately expire and any and all use of the Site and/or Services shall immediately cease and expire. Such sections intended to survive termination shall so survive, including without limitation, Section 4 (User Representations and Undertakings); Section 6 (Use Restrictions & User Data); Section 7 (Confidentiality): Section 8 (Intellectual Property Rights); Section 9 (Data Protection & Privacy); Section 10 (Third Party Services); Section 11 (No Warranties; Limitation of Liability); Section 12 (Termination of Services); and Section 16 (Miscellaneous).

13. Amendments to Terms

13.1. Demostack reserves the right to modify or otherwise update these Terms at any time. Continued access or use of Site and/or Services by the User following such update shall indicate User’s acceptance of the most recent version of the Terms (always available at: www.demostack.com/termsandconditions).

Demostack will make commercially reasonable efforts to notify you of any substantial changes to these Terms by posting the new Terms on the Site and/or Services Such substantial changes will take effect seven (7) days after such notice was provided by any of the abovementioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Update” date and your continued use of the Site and/or Service after the Last Updated date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

14. Direct Marketing

You hereby agree that we may use your contact details provided by you through the Site for purpose of informing you regarding our products and/or Services, which may interest you, to contact you by telephone (including texting), and to send to you other marketing material, transmitted by e-mail, notices, and/or messages on the Site. You may revoke your consent to any individually targeted communications at any time by contacting us at hello@demostack.com.

15. Misconduct & Copyright Policy

15.1. We care for your safety and well-being. If you believe a User acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behaviour or content, please report such person immediately to the appropriate authorities and to us.

15.2. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site and/or Services infringe your copyright, you may request removal of those materials (or access to them) from the Site and/or Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must substantially include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit Demostack to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that the Demostack can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Demostack’s Copyright Agent can be reached at:

Demostack, Inc.

548 Market St. #21596

San Francisco, CA 94104-5401

Attn: DMCA Copyright Agent

Email: legalnotices@demostack.com

15.3. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

15.4. If you believe that material you posted on the Site and/or Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting a written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following: (i) full name, address, phone number and physical or electronic signature; (ii) identification of the material and its location before removal; (iii) a statement under penalty of perjury that the material was removed by mistake or misidentification; (iv) consent to an appropriate judicial body; and (v) any other information required under the relevant applicable law. Demostack reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter-Notice.

15.5. Please be aware that if you knowingly materially misrepresent that certain material or activity on the Site and/or Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and reasonable attorneys’ fees) under Section 512(f) of the DMCA. It is our policy, in appropriate circumstances, to disable and/or terminate the accounts of Users who are repeat infringers.

16. Miscellaneous

User agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining United States government export licenses to export or re-export as may be required. These Terms will be governed by the laws of the State of Delaware without reference to conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts located within the county of Wilmington County, Delaware to resolve any legal matter arising from these Terms. User may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Demostack (not to be unreasonably withheld). The parties are independent contractors and these Terms does not create a partnership, franchise, join venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries under these Terms. These Terms are the entire agreement between the parties relating to the subject matter hereof. Waivers and amendments of any provision of these Terms shall be effective only if signed by both parties. The failure of either party to enforce its rights under these Terms at any time for any period shall not be construed as a waiver of such rights. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms will continue in full force and effect. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employee or agent of the other party in connection with these Terms. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms may be delivered by electronic transmission, and electronic signatures shall be binding as originals. The Services and other technology Demostack makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent you are not named on any U.S. government denied-party list. You may not access or use any of the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

17. Contact

If you have any questions (or comments) concerning the Terms or the Site and/or the Services, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: legalnotices@demostack.com.

By contacting us, you represent that you are free to do so and that you will not knowingly provide Demostack with information that infringes upon third parties’ rights, including any Intellectual Property Rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including Intellectual Property Rights in such information provided, shall belong exclusively to Demostack, and Demostack may use or refrain from using any such information at its sole discretion.