Terms of Use

1About these Terms

1.1Scope

These Terms of Use (the "Terms") govern access to and use of the StackBooster Platform, including the StackBooster web application available at https://app.stackbooster.pro and related APIs and tools (the "App"), by individual users acting on behalf of a business client of StackBooster Corporation, a corporation under the laws of the State of Delaware, United States of America, with its registered address at 8 The Green #12146, Dover, DE 19901, United States of America ("StackBooster", "we", "us").

These Terms apply exclusively to the App. They do not govern the use of the public StackBooster website (stackbooster.io), which is subject to the separate Website Privacy and Cookies Policy published on that website.

1.2Business-to-Business Service

The App is a business-to-business product. Access to the App is granted exclusively to individual users who: (a) are at least eighteen (18) years of age; (b) act on behalf of a business entity that has entered into the Master SaaS Agreement (the "MSA"), an Order Form or another applicable commercial agreement with StackBooster (such entity, the "Client"); and (c) have been authorized by the Client to access the App. A user who registers on behalf of an organization that has not yet entered into an Order Form represents that they are authorized to do so and that the organization accepts the MSA upon subscribing.

The App is not intended for use by consumers, persons acting outside the scope of a business relationship, or any person whose organization has not accepted the MSA.

These Terms do not create a separate commercial subscription relationship between the user and StackBooster. Commercial terms, subscription scope, fees, usage limits, selected products and channels, the Functional Scope Annex and service level commitments are governed exclusively by the MSA and the applicable Order Form entered into between StackBooster and the Client.

1.3Acceptance

When creating an App account, the user is required to: (a) confirm acceptance of these Terms; and (b) confirm that they have read the Privacy Policy, in each case through the corresponding confirmation in the registration flow. Without these confirmations, registration cannot be completed and access to the App cannot be granted.

By accepting these Terms, the user represents that they have read them, understood them and agree to be bound by them in their personal capacity as an individual user using the App on behalf of the Client.

1.4The Client's contracting entity

The Client's contracting entity is StackBooster Corporation, as identified in the applicable Order Form or other contractual document of the Client. These Terms govern the user's individual access to and use of the App and do not replace or modify the commercial, billing, liability, scope-of-Services or personal data processing terms agreed between the Client and StackBooster Corporation.

2Definitions

Capitalized terms used in these Terms have the meanings set out below or, if not defined below, the meanings given to them in the MSA or in the documents incorporated into the MSA by reference.

"Agent Action" means any action executed by an AI Agent within or through the Services, as defined in the MSA.

"AI Agent" means an AI-based software agent made available, configured or operated by StackBooster within the Platform that performs tasks for the Client, as defined in the MSA.

"Approval Controls" means the controls within the App that allow the Client to require human approval for Agent Actions, set spending, sending, publishing and usage limits, restrict permissions and connected accounts, and pause or stop AI Agents, as defined in the MSA.

"Authorized User" means an individual employee, contractor or other member of the Client's personnel who has been authorized by the Client to access and use the App, including the user accepting these Terms. References in these Terms to the "user" (lowercase) mean an Authorized User.

"Client Content" means the business information, content and materials provided by the Client or by Authorized Users on the Client's behalf and submitted to the App, including business descriptions, brand materials, customer information, product or service information, files, source code and similar substantive business content. Client Content forms part of the Client Data within the meaning of the MSA.

"Connected Account" means any third-party account, Client Cloud Environment, code repository, domain, social media page, advertising account, CRM, mailbox or other system that the user connects to the App on behalf of the Client.

"DPA" means the Data Processing Agreement entered into between StackBooster and the Client, available at https://stackbooster.io/legal/dpa.

"End User" means a natural person who interacts with an AI Agent, a Hosted Application or any communication sent through the Services on the Client's behalf. End Users are not parties to these Terms.

"High-Risk AI Use Case" has the meaning given to it in the MSA.

"Hosted Application" means any website, web application, database or other software built, generated, deployed or hosted for the Client through the Services, as defined in the MSA.

"Lead Data" means Personal Data relating to leads, prospects, recipients, customers or potential customers made available by or on behalf of the Client for use in connection with the Services, including for inbound or outbound communication.

"MSA" means the Master SaaS Agreement entered into between StackBooster and the Client, available at https://stackbooster.io/legal/master-agreement.

"Order Form" means an ordering document, including an online order or subscription plan, entered into between StackBooster and the Client, as defined in the MSA.

"Outbound Communication" means any marketing, sales, commercial, email, SMS, messaging, social media publishing, advertising or other outbound communication initiated, automated, assisted or supported through the Services.

"Outputs" means the content, code, websites, applications, designs and other materials generated by the Services for the Client, as defined in the MSA.

"Privacy Policy" means the StackBooster Platform Privacy Policy available at https://stackbooster.io/legal/privacy.

"Services" means the StackBooster platform and related services, as defined in the MSA.

"StackBooster Materials" means AI Agent designs, system prompts, skills, workflows, orchestration logic, memory architecture, templates, design systems and similar elements that embody StackBooster's methodology, know-how and AI engineering, as defined in the MSA. StackBooster Materials do not include Client Content.

"Suppression Data" means opt-out records, unsubscribe records, objection records, suppression lists, communication preferences, do-not-contact designations and similar data used to prevent or limit communication with Data Subjects.

3Eligibility and Account Registration

3.1Eligibility

The user represents and warrants that they: (a) are at least eighteen (18) years of age; (b) have full legal capacity; (c) act on behalf of the Client identified during registration; (d) have been authorized by the Client to access the App; and (e) are not legally barred from using the Services under applicable law, including export control or sanctions laws.

The user represents and warrants that neither the user nor - to the user's knowledge - the Client is a sanctioned person, is located in a sanctioned territory or acts on behalf of any such person or territory under the sanctions or export control regimes of the United States, the European Union, the United Kingdom, the United Nations or any other competent authority.

3.2Accuracy of registration information

The user will provide accurate, complete and current registration information and will keep it updated throughout their use of the App. StackBooster may rely on the registration information provided by the user.

4Account Security

4.1Personal account

Each App account is personal to the Authorized User who registered it. Accounts may not be shared between multiple individuals. Each Authorized User must register their own account or be invited by the Client.

4.2Credentials

The user shall: (a) keep their credentials, API keys and access tokens confidential; (b) not disclose, sell, transfer or otherwise make credentials available to any third party, including other Authorized Users of the same Client; (c) promptly notify StackBooster at security@stackbooster.io of any unauthorized access, suspected unauthorized access, loss or compromise of credentials or Connected Accounts; and (d) where multi-factor authentication is offered, enable and maintain it.

4.3Responsibility for account activity

The user is responsible for all activity occurring on their account, including Agent Actions requested or approved by the user, except where such activity results from a security incident (an event resulting in unauthorized access to, or compromise of, the account or the App) on StackBooster's side and the user has complied with their obligations under these Terms.

5Acceptable Use

5.1General obligation

The user shall use the App exclusively for lawful purposes, in accordance with these Terms, the MSA, the Privacy Policy, the DPA, applicable law and the Client's legitimate business purposes.

5.2Prohibited activities

The obligations set out in this Section operationalize Section 4.6 of the MSA at the individual user level; in the event of any inconsistency, the MSA prevails. Without limiting Section 5.1, the user shall not, and shall not attempt to:

• use the App to engage in, promote or facilitate any illegal, harmful, abusive, misleading or fraudulent activity;
• generate, distribute or facilitate spam, phishing, malware, ransomware or any code intended to disrupt, damage or gain unauthorized access to systems or data;
• impersonate any person or entity, misrepresent the user's affiliation with any person or entity, or create fake accounts, fake reviews or coordinated inauthentic behavior;
• disseminate hate speech, harassment, threats or content inciting violence or discrimination;
• infringe any intellectual property rights, privacy rights, publicity rights or other third-party rights;
• connect any account, cloud environment, repository, domain or system that the user or the Client is not authorized to connect, or grant the App permissions the user is not authorized to grant;
• upload or process special categories of personal data within the meaning of Article 9 of Regulation (EU) 2016/679 (the "EU GDPR"), such as health data, biometric data, religious beliefs, sexual orientation or trade union membership, or equivalent sensitive-data categories under other applicable data protection laws, without StackBooster's prior written consent (email being sufficient) and any required additional terms;
• upload or process personal data of children without a verified legal basis;
• circumvent any security measures, Approval Controls, usage limits, rate limits, access restrictions, content filters, moderation mechanisms or prompt-injection safeguards in the App;
• carry out prompt injection attacks, attempts to extract system prompts or StackBooster Materials, attempts to bypass safety filters or other attempts to manipulate AI Agents into generating content or taking actions that violate these Terms;
• use any automated means, including bots, scrapers or crawlers, to access the App, except through APIs and tools expressly made available by StackBooster;
• use the App or any Hosted Application for cryptocurrency mining, denial-of-service attacks, open proxies or unauthorized scanning or penetration testing of systems;
• reverse engineer, decompile, disassemble or attempt to derive the source code, models, algorithms or underlying ideas of the Platform, except to the extent permitted by mandatory applicable law;
• use the App to generate child sexual abuse material, non-consensual intimate imagery or deepfakes of identifiable persons without their verifiable consent;
• use the App to generate content intended to facilitate fraud, scams, election manipulation or unlawful surveillance;
• share, transfer, sell, sublicense or otherwise dispose of the user's account or access rights;
• engage in any High-Risk AI Use Case as defined in Section 7 of these Terms or Section 5 of the MSA, other than in accordance with that Section 5; or
• take any action that, in StackBooster's reasonable judgment, imposes an excessive load on the Platform or otherwise negatively affects service availability for other users.

5.3Lead Data and Outbound Communication

The user shall not upload, import, activate, use or instruct an AI Agent to process any Lead Data, contact lists, recipient data, phone numbers, email addresses, social media identifiers, Suppression Data or prospect data, unless the user has been authorized to do so by the Client and the Client holds the legal basis, information notices, consents, opt-ins, permissions and suppression mechanisms required for the relevant processing activity, communication channel and jurisdiction, as represented by the Client under Section 6A of the MSA.

The user shall not use the App or the AI Agents to send, publish, initiate, automate, assist or support spam, unsolicited communications, unlawful direct marketing, misleading advertising, communications to persons who have opted out, communications lacking a required legal basis, or communications violating applicable law or the terms, policies or technical rules of Third-Party Platforms.

5.4Agent Actions, spend and production changes

The user shall configure and operate Approval Controls in accordance with the Client's instructions and internal policies. Before approving, or configuring AI Agents to perform without approval, any Agent Action that publishes content, sends communications, launches or changes advertising spend, changes production infrastructure or Hosted Applications, or deletes data, the user shall ensure that the action is authorized by the Client and within the budgets and limits set by the Client.

5.5Third-Party Platform rules

The user shall comply with all applicable Third-Party Platform rules, including posting limits, messaging windows, rate limits, advertising policies, acceptable use policies, anti-spam rules and technical requirements applicable to social media, advertising, email, cloud, code hosting, CRM and other connected platforms. The user shall not attempt to circumvent, bypass or act contrary to such rules.

5.6Compliance with local law

The user shall comply with the laws in force in the user's jurisdiction and shall not use the App to generate, store or distribute content that is unlawful in the user's jurisdiction or in any jurisdiction where such content is intended to be made available.

6AI Disclaimer and Verification Duty

6.1AI output disclaimer

The user acknowledges and agrees that the App and the AI Agents use artificial intelligence and that AI outputs, including generated code, infrastructure configurations and content, are generated in a non-deterministic manner. AI outputs may be inaccurate, incomplete, insecure, out of date, misleading or unsuitable for a given purpose. StackBooster makes no representations or warranties as to the accuracy, completeness, currency, security, suitability or legal sufficiency of any AI-generated content.

6.2Verification duty

The user, acting on behalf of and for the Client, is responsible for verifying AI-generated content and reviewing generated code and configurations before relying on, publishing or deploying them in any business, operational, legal, financial or other decision - in accordance with Section 4.1 of the MSA. Liability towards StackBooster in this respect is borne by the Client on the terms set out in the MSA. The user shall not rely on AI outputs in any decision with legal, medical, financial or significant personal consequences without independent human verification.

6.3AI transparency and disclosure

In accordance with Regulation (EU) 2024/1689 (the "EU AI Act"), where applicable, the user is hereby informed that the AI Agents and any AI assistant features in the App are AI systems. AI-generated outputs may be labeled or technically identifiable where required or technically supported.

Where the user configures or operates an AI Agent that interacts with End Users or publishes content, the user shall follow the Client-approved communication strategy and any legally required AI transparency, disclosure, notification or labeling requirements applicable to the Client's use case and channel. The user shall not disable, remove or circumvent AI disclosure settings where such disclosure is required by applicable law, the MSA, the Order Form or the Client's internal policy.

6.4No guarantee of business outcomes

The user acknowledges that the App and the AI Agents are AI-assisted automation, development, infrastructure management, marketing, communication and workflow tools. StackBooster does not guarantee any specific commercial, sales, marketing, operational, financial, technical or conversion result, including any number of leads, meetings, responses, impressions, opportunities, closed transactions, revenue, advertising return, cloud cost savings, efficiency gain or return on investment.

6.5No professional advice

The App and the AI Agents do not provide legal, tax, financial, investment, medical, employment, compliance or other regulated professional advice. The user shall not rely on AI-generated outputs as professional advice or as the sole basis for decisions with legal, financial, medical, employment or similarly significant consequences.

7High-Risk AI Use Cases (AI Act)

7.1Scope of AI Act references

References to the EU AI Act in these Terms apply only to the extent the relevant use, deployment, output, placing on the market or legal obligation falls within the territorial or extraterritorial scope of the EU AI Act. For users acting on behalf of Clients established outside the European Union, such references shall not be construed as an acknowledgment that the EU AI Act automatically applies to all uses of the Services. The restrictions on High-Risk AI Use Cases apply as a contractual safety standard under these Terms and the MSA.

7.2High-Risk Use Case restrictions

The App and the AI Agents are designed and made available as a limited-risk AI system within the meaning of the EU AI Act.

The user shall not configure, instruct, operate or use the App or the AI Agents for any High-Risk AI Use Case, including any use case classified as a high-risk AI system under Annex III to the EU AI Act, such as, without limitation: recruitment, candidate screening or employment decisions; creditworthiness assessment; life or health insurance risk assessment; eligibility for public benefits or social services; assessment of students in education; law enforcement, migration or border control; administration of justice; or biometric identification or categorization of natural persons, except where the Client has entered into an Enterprise High-Risk AI Addendum to the MSA covering such use case. The binding scope and activation procedure for High-Risk AI Use Cases are governed by Section 5 of the MSA; in the event of any inconsistency, the MSA prevails.

7.3Notification duty

The user shall promptly notify the Client and StackBooster in writing, including by email, if the user becomes aware that the App is being used or is intended to be used for a High-Risk AI Use Case without an applicable Enterprise High-Risk AI Addendum.

8User-Created Content

8.1Three-category framework

Content created or submitted by the user in the App falls into three distinct categories, governed by different ownership and use rules: Client Content, Outputs and StackBooster Materials.

8.2Client Content

Business information and substantive content provided by the user on the Client's behalf - including business descriptions, brand materials, product or service information, customer information, files, source code and similar content originating from the Client's own business - constitutes Client Content. Client Content forms part of the Client Data within the meaning of the MSA. As between StackBooster and the Client, the Client retains all right, title and interest in and to the Client Content, in accordance with Section 11.2 of the MSA.

8.3Outputs

Websites, applications, code, content and other materials generated for the Client through the App constitute Outputs and belong to the Client in accordance with Section 11.3 of the MSA, subject to StackBooster's rights in the StackBooster Materials and to third-party and open-source licenses.

8.4StackBooster Materials

AI Agent designs, roles and personas, system prompts, skills, instructions, workflows, playbooks, orchestration logic, memory and knowledge base architecture, templates, design systems, integration configurations and similar elements - whether created, modified or refined by StackBooster personnel, by the user or jointly with the user - constitute StackBooster Materials. StackBooster Materials embody StackBooster's methodology, know-how and AI engineering and are StackBooster's intellectual property, even where customized for the Client and even where the user contributed to their creation, unless expressly agreed otherwise in the Order Form.

To the extent the user creates or contributes to StackBooster Materials while using the App, the user hereby assigns to StackBooster all right, title and interest in and to such contributions and, to the maximum extent permitted by applicable law, waives - and agrees not to assert - any moral rights in such contributions. The user will, upon StackBooster's reasonable request, execute any documents necessary to perfect such assignment. The Client's business information contained in StackBooster Materials remains Client Content.

8.5Client's right of use

StackBooster provides the Client, for the term of the MSA and solely for the Client's internal business purposes, a non-exclusive, non-transferable and non-sublicensable right to use the StackBooster Materials solely to the extent necessary to operate the AI Agents within the Services, together with the perpetual license in StackBooster Materials incorporated into Outputs set out in Section 11.3 of the MSA.

8.6Suggestions and improvements

If the user provides suggestions, ideas, recommendations, opinions or improvements concerning the App or the Services ("Feedback"), the user grants StackBooster the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license set out in Section 11.5 of the MSA, which applies to such Feedback.

8.7User representations

The user represents and warrants that:

• all Client Content submitted by the user is submitted with the Client's authorization;
• the user holds all rights, consents and legal bases necessary to submit such content;
• the submission and processing of such content does not infringe third-party rights or violate applicable law;
• the user is authorized to connect each Connected Account and to grant the permissions granted to the App;
• the user is not subject to any contractual or other restriction preventing the assignment of contributions to StackBooster Materials set out in Section 8.4;
• when the user uploads, imports, activates or uses Lead Data, contact lists, recipient data or Suppression Data, the user has been authorized to do so by the Client;
• the user will not knowingly upload or activate data for Outbound Communication where the user knows or reasonably should know that a required legal basis, information notice, consent, opt-in, suppression mechanism or platform permission is missing; and
• the user will follow the Client-approved Campaign settings, budgets, communication strategy, suppression lists and compliance instructions when configuring or operating AI Agents.

9Intellectual Property

All right, title and interest in and to the App, the Platform, the Services, the StackBooster Materials, all software, models, algorithms, technology, documentation, trademarks, trade names, designs and know-how, and all intellectual property rights therein, including any modifications, improvements and derivative works, belong exclusively to StackBooster. Subject to compliance with these Terms, the user is granted a personal, non-exclusive, non-transferable, revocable right to access and use the App solely to perform the user's duties on behalf of the Client and within the framework of the MSA. No other rights are granted by implication, estoppel or otherwise.

The user shall not remove, alter or obscure any copyright notice, trademark or other proprietary rights notice contained in or displayed by the App.

10Privacy and Data Protection

Personal data of Authorized Users processed in connection with the App is governed by the Privacy Policy. Personal data submitted by the Client through the App, processed by AI Agents, stored in Hosted Applications or accessed in Connected Accounts is processed by StackBooster as a processor on the Client's behalf and is governed by the DPA. Nothing in these Terms limits the user's rights as a data subject under the EU GDPR, the UK GDPR, US State Privacy Laws or any other applicable data protection law.

If a natural person is an End User of an AI Agent or Hosted Application operated by the Client, or a recipient of Outbound Communication initiated by the Client through the Services, the relevant controller of that person's Personal Data is the Client, and that person should consult the Client's privacy notice.

Where StackBooster receives a data subject request concerning Personal Data processed by StackBooster as a processor on the Client's behalf, StackBooster may redirect such request to the Client in accordance with the DPA and the Privacy Policy.

11Onboarding Collaboration and StackBooster Personnel Access

The user acknowledges that StackBooster's onboarding, engineering and support personnel may, in the course of providing the Services to the Client, access the Client's App workspace, AI Agent configurations, Outputs, Hosted Applications and Connected Accounts, create or modify StackBooster Materials and interact with the user, in accordance with the MSA, the DPA and StackBooster's internal access controls. Such access is carried out solely to deliver, configure, support, maintain, secure and improve the Services for the Client.

Such access may include access to Client Content, conversation history with AI Agents, logs of Agent Actions and integration settings to the extent reasonably necessary for onboarding, support, maintenance, security, troubleshooting or service improvement, subject to applicable access controls and the DPA.

12Account Suspension and Closure

12.1Suspension by StackBooster

StackBooster may suspend or close the user's account, in whole or in part, with or without prior notice, where StackBooster reasonably believes that: (a) the user has violated these Terms; (b) the user's account has been compromised or is being used without authorization; (c) suspension is necessary to protect the security, integrity or availability of the Platform, other users, the Client or third parties; (d) suspension is required to comply with applicable law or the request of a competent authority; or (e) the Client has instructed StackBooster to suspend or close the user's account.

StackBooster may also suspend or terminate the user's account, AI Agent access, integration access, Campaign access, Hosted Application or channel access where StackBooster reasonably believes that the account or access is being used for spam, unlawful marketing, fraud, security abuse, platform abuse, High-Risk AI Use Cases without the required addendum, unlawful processing of Lead Data, violation of Suppression Data or other prohibited activity, or where continued access may expose StackBooster, the Client, End Users, Third-Party Platforms or the public interest to legal, regulatory, security, reputational or platform-enforcement risk.

12.2Notice to the Client

Where StackBooster suspends or terminates an Authorized User's account, StackBooster may notify the Client of such action.

12.3Closure by the Client or by the user

The Client may at any time instruct StackBooster to suspend or close the account of any Authorized User, or remove the user through the App. The user may at any time request closure of their account by contacting StackBooster at privacy@stackbooster.io. Closure of the user's account does not affect any rights or obligations of the Client under the MSA.

12.4Effects of account closure

Upon closure of the user's account, the user shall cease all use of the App. The user's obligations under Sections 5 (Acceptable Use), 6 (AI Disclaimer and Verification Duty), 8 (User-Created Content), 9 (Intellectual Property), 10 (Privacy and Data Protection), 13 (Disclaimers), 14 (Limitation of Liability) and 17 (Governing Law and Dispute Resolution), and any other provisions that by their nature are intended to survive, remain in force after the user's account is terminated.

13Disclaimers

THE APP IS MADE AVAILABLE TO THE USER "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED OPERATION OR FREEDOM FROM ERRORS. Service level commitments and warranties applicable to the Client, if any, are set out in the MSA and operate exclusively between StackBooster and the Client. Nothing in this Section excludes or limits liability that cannot be excluded or limited under mandatory applicable law.

The user acknowledges that availability, service level commitments, support commitments and commercial remedies, if any, apply exclusively between StackBooster and the Client under the MSA and the applicable Order Form and do not create separate individual rights for the user.

14Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACKBOOSTER SHALL NOT BE LIABLE TO THE USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USER'S USE OF THE APP, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON AI-GENERATED OUTPUTS OR AGENT ACTIONS, EVEN IF STACKBOOSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The user's relationship with StackBooster is intermediated by the Client. StackBooster's liability to the Client is governed by Section 14 of the MSA. Nothing in these Terms creates a right of claim for the user against StackBooster beyond the rights expressly granted in this document, and nothing in these Terms excludes or limits liability that cannot be excluded or limited under mandatory applicable law, including, where applicable, mandatory consumer protection or data subject protection law.

15Notices

Notices to the user will be sent to the email address associated with the user's App account or displayed to the user in the App, and will be deemed delivered on the next business day after sending. Notices to StackBooster from the user shall be sent by email to: contact@stackbooster.io (operational matters), legal@stackbooster.io (legal matters), security@stackbooster.io (security incidents) or privacy@stackbooster.io (data protection matters). The user may update the email address associated with their account at any time through the App.

16Changes

StackBooster may amend these Terms from time to time. Non-material changes, such as editorial, clarifying, technical or other minor changes that do not materially impair the user's rights, take effect upon publication of the updated version at https://stackbooster.io/legal/terms-of-use. Material changes, including changes to the Acceptable Use rules, the intellectual property provisions, the governing law or the dispute resolution rules, take effect no earlier than thirty (30) days after StackBooster sends a notice to the user by email or displays a prominent notice in the App.

If the user does not agree to a material change, the user may cease using the App and request closure of their account before the effective date of the change. Continued use of the App after the effective date of a change constitutes acceptance of the updated Terms.

Clients with a signed MSA. Where the Client has entered into a signed Order Form that attaches or expressly identifies a version of these Terms, the version of these Terms binding on that Client and its Authorized Users is that version. Changes to these Terms vis-a-vis such Client and its Authorized Users take effect exclusively through the amendment procedure provided in the MSA.

17Governing Law and Dispute Resolution

17.1Governing law

These Terms are governed by and construed in accordance with the governing law specified in the MSA or the Order Form entered into between the Client and StackBooster Corporation and, in the absence of such a document, in accordance with the laws of the State of Delaware, United States of America, excluding its conflict-of-law rules, subject to the user's mandatory rights.

17.2Mandatory local law

Notwithstanding Section 17.1, these Terms are also subject to any mandatory data protection laws, including the EU GDPR, the UK GDPR and US State Privacy Laws, and other mandatory provisions of the law applicable in the user's jurisdiction, to the extent required by such law. Nothing in these Terms deprives the user of protections that cannot be derogated from by agreement under such mandatory law.

17.3Dispute resolution

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall - where the user acts on behalf of a Client that has accepted the MSA - be resolved in accordance with the dispute resolution provisions of the MSA, applied mutatis mutandis. In all other cases, such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States of America, and the proceedings shall be conducted in English, subject in each case to Section 17.2 and Section 17.4.

17.4Preservation of mandatory rights

Nothing in this Section limits any mandatory data protection rights, data subject rights, consumer protection rights, where applicable, or other rights that cannot be excluded under applicable law, including any mandatory right of the user to bring or defend proceedings in the courts of the user's own jurisdiction where such right cannot be derogated from by agreement.

18Incorporated Documents and Order of Precedence

These Terms form part of the broader contractual framework between StackBooster and the Client. The following documents are incorporated by reference and form an integral part of the contractual framework:

• the Master SaaS Agreement (MSA), available at https://stackbooster.io/legal/master-agreement;
• the Data Processing Agreement (DPA), available at https://stackbooster.io/legal/dpa;
• the Privacy Policy, available at https://stackbooster.io/legal/privacy;
• the Subprocessor List, available at https://stackbooster.io/legal/subprocessors;
• the applicable Order Form between StackBooster and the Client; and
• the Functional Scope Annex attached to or referenced in the applicable Order Form, if any.

In the event of any conflict or inconsistency between these Terms and the documents listed above, the order of precedence set out in Section 26 of the MSA applies.

19Miscellaneous

19.1Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

19.2No waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of that provision or of the right to enforce it.

19.3Assignment

The user may not assign or transfer these Terms or any rights or obligations under them. StackBooster may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets.

19.4Independent status

Nothing in these Terms creates an employment, agency, partnership, joint venture or fiduciary relationship between StackBooster and the user.

19.5Entire agreement

These Terms, together with the Privacy Policy and the documents incorporated by reference, constitute the entire agreement between StackBooster and the user with respect to the user's use of the App and supersede all prior or contemporaneous communications and proposals with respect to such use.

Contact

For any questions concerning these Terms or matters related to use, please contact:

• General contact: contact@stackbooster.io
• Legal matters: legal@stackbooster.io
• Security incidents: security@stackbooster.io
• Privacy and data protection matters: privacy@stackbooster.io
• Contracting entity and postal address: StackBooster Corporation, 8 The Green #12146, Dover, DE 19901, United States of America; state of incorporation: Delaware