These Patchstack Terms of Service (the “Terms”) govern Customer’s access to and use of the Patchstack Solution (as defined below). By clicking “I agree” (or a similar button or checkbox), creating a Patchstack account, completing the sign-up or checkout flow, or accessing or using the Patchstack Solution, Customer agrees to these Terms as of that date (the “Effective Date”). If the individual accepting these Terms does so on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, and “Customer” refers to that entity. These Terms are entered into between Patchstack OÜ, commercial register code 14331217, located at Aida tn 7, 80011 Pärnu, Estonia (“Patchstack”), and Customer. If Customer does not agree to these Terms, Customer must not access or use the Patchstack Solution.
The Patchstack Solution is made available for Customer to protect Customer Operations that Customer owns or operates, and not to protect the websites, platforms, or operations of any third party. Notices to Patchstack required by these Terms must be sent by email to legal@patchstack.com. Notices to Customer required by these Terms may be sent to the email address associated with Customer’s account or posted within the Patchstack Solution.
1.0 Definitions
The following capitalised terms used in these Terms have the meanings given below.
1.1 “Ancillary Services”: Patchstack integration, set-up, consulting, professional, support and maintenance services, if any, as described in the Subscription Plan or as otherwise provided by Patchstack.
1.2 “Customer Operations”: websites, platforms, operations, offerings, or services owned or operated by Customer.
1.3 “Data Processing Addendum” or “DPA”: the Patchstack Data Processing Addendum available at https://patchstack.com/dpa/.
1.4 “End User(s)”: the customers and end users of the Patchstack Solution-enabled Customer Operations.
1.5 “Other Applications”: the (a) Customer Operations, and (b) online or offline software, products, websites, services, information, platforms, data, functionality, offerings, hardware, inventions, and networks not developed by Patchstack.
1.6 “Patchstack Service”: the cloud-based internet-/network-delivered service(s) Patchstack delivers to Customer, including the features, functionality, websites, and analytics described in the Subscription Plan and/or made available by Patchstack as part of its offering, and any new updates, versions, and changes to any of the foregoing as released by Patchstack.
1.7 “Patchstack Solution”: (a) Patchstack Service; (b) Service Deliverables; and (c) Ancillary Services.
1.8 “Service Deliverables”: as defined in section 3.5.
1.9 “Subject Matter”: as defined in section 5.2.
1.10 “Subscription Plan”: the subscription plan, features, number of protected sites or seats, billing frequency, and fees that Customer selects when Customer signs up for or purchases the Patchstack Solution, as reflected in Customer’s account, together with any Ancillary Services if any.
2.0 Patchstack Solution
2.1 Availability. These Terms govern Patchstack’s provision of access to the Patchstack Solution to Customer, including the subscription detailed in Customer’s Subscription Plan. Customer has sole responsibility for the costs, expenses, and deployment of any interconnection, installation, and testing required to use the Patchstack Solution and Other Applications.
2.2 Evaluation Trial; Pre-Release. Patchstack may make the Patchstack Solution available to Customer on an evaluation or trial basis (“Evaluation Trial”), or may make available certain features, functions, or versions of the Patchstack Solution as alpha, beta, early access, prototype, or pre-release form, or for evaluation purposes only (“Pre-Release Versions”). Patchstack is under no obligation to (a) provide Ancillary Services during or in support of the Evaluation Trial or for Pre-Release Versions; or (b) continue to develop, improve, or correct errors in Pre-Release Versions. Patchstack may terminate the Evaluation Trial or use of Pre-Release Versions at any time. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE EVALUATION TRIAL AND PRE-RELEASE VERSIONS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Customer must cancel the Evaluation Trial by the end of the stated trial period to avoid incurring charges, unless Patchstack notifies Customer or Customer’s Subscription Plan states otherwise.
2.3 Service Interruptions. Although it is Patchstack’s intention for the Patchstack Service to be continuously available, there may be occasions when the Patchstack Service is interrupted or incurs delays, including without limitation due to: (a) scheduled maintenance; (b) downtime caused by concurrent or consecutive failures, or failures at multiple locations, impacting the performance of internet services, networks, or traffic exchange or control points controlled by entities other than Patchstack, including denial-of-service or other network attacks; (c) downtime caused by (i) any acts, omissions, APIs, connections, or equipment of or controlled by or used for the benefit of Customer, or (ii) Other Applications; (d) circumstances or causes beyond Patchstack’s reasonable control; or (e) suspension or termination (i) as permitted in these Terms; (ii) for emergency reasons; (iii) as required by law or any governmental authority or agency; (iv) to prevent or ameliorate harm, data loss, violations or infringements of third party rights, or applicable law; or (v) based on credible evidence that Customer’s account has been compromised or hijacked.
2.4 Feedback. Patchstack may freely use and exploit in perpetuity without limitation any feedback, requirements, recommendations, ideas, bug fixes, comments, suggestions, or improvements relating to the Patchstack Solution, notwithstanding any other provision of these Terms.
2.5 Access Information. Customer shall maintain the confidentiality of the user name, password, and other technical information provided to Customer for access to the Patchstack Solution (“Access Information”) and is responsible for all use of Access Information. Customer will not transfer Access Information to any party, or use the Access Information of another, without Patchstack’s prior written consent. Customer will immediately notify Patchstack of any unauthorised use of Access Information or any other breach of security.
2.6 Data Protection. Customer will take all necessary and reasonable steps to ensure that Customer has the full legal right and authority to provide, and have processed, all personal and personally identifying data that Customer submits to or processes through the Patchstack Solution, and that such processing will not violate any applicable data protection or data privacy law. The parties agree to the Data Processing Addendum available at /dpa/, which forms part of these Terms and governs the processing of personal data in connection with the Patchstack Solution.
2.7 Service Messages. For purposes of service messages and notices about the Patchstack Solution to Customer, Patchstack may place a banner notice across Customer’s dedicated dashboard pages and send notices by email to an email address associated with Customer’s account.
2.8 Cloud Hosting Providers. Customer acknowledges that Patchstack engages Amazon Web Services and/or other cloud hosting provider to provide Other Applications in the form of public cloud hosting services enabling delivery of the Patchstack Service, pursuant to the terms of the AWS Customer Agreement at https://aws.amazon.com/agreement and related AWS policies, or the corresponding terms and policies of Patchstack’s cloud hosting provider if not AWS (collectively, the “CHP Agreement”). Customer shall refrain from taking any action, or failing to take any action, that may result in non-compliance with the CHP Agreement. Customer acknowledges that Patchstack has no ability to negotiate or alter the terms of the CHP Agreement or ensure the CHP’s compliance with applicable law, and that violation of the CHP Agreement may require Patchstack to suspend or terminate access to the Patchstack Service.
3.0 Licences to Customer
3.1 Licence Grant. Subject to Customer’s compliance with the obligations of these Terms, Patchstack hereby grants to Customer a non-sublicensable, non-transferable, and non-exclusive licence, exclusively in support of Customer Operations, to use the Patchstack Service and Service Deliverables. The licences set forth in this section are the only licences granted to Customer with respect to the Patchstack Solution or associated intellectual property rights.
3.2 Unauthorised Use. Except as set forth above, Customer will not (a) make more than the number of copies of Service Deliverables reasonably required for authorised use as permitted by section 3.1; (b) modify, or create derivative works or improvements of, the Patchstack Solution; or (c) sublicense, rent, lease, or host the Patchstack Solution. All rights not expressly granted in this section are reserved to Patchstack. Customer will have no right or licence to the Patchstack Solution other than the rights set forth in section 3.1. Customer shall not permit access to or the use of the Patchstack Solution or its functionality, in whole or in part: (d) by or for the benefit of any third party or by any direct or indirect competitor of Patchstack, or (e) to create, maintain, support, or enhance a competitive or substitute service, product, or offering.
3.3 Reverse Engineering. Customer will not reverse engineer, modify, decompile, disassemble, or otherwise attempt to derive the source code, interfaces, or other information from the Patchstack Solution, or work around technical protections or limitations associated with the Patchstack Solution, except and only to the extent that: (a) such activity is expressly permitted by directly applicable law notwithstanding this limitation; (b) it is essential to engage in such activity in order to obtain information needed to achieve interoperability of independently created software with the Patchstack Solution; (c) such activity is confined to those parts of the Patchstack Solution which are necessary to achieve interoperability; and (d) Patchstack has not made such information available to Customer under reasonable terms and conditions upon Customer’s request sent to legal@patchstack.com. Any information supplied to or obtained by Customer under this section as a result of reverse engineering may only be used by Customer for the purpose described in this section, and will not be disclosed to any third party or used to create any software that is substantially similar to the Patchstack Solution.
3.4 Open Source. Certain components or libraries included in or bundled with the Patchstack Solution may be covered by open source licences. To the extent required by such open source licences, the terms of such licences will apply in lieu of the terms of this section, solely with respect to those libraries or components that are licensed under such open source licences.
3.5 Service Deliverables. Patchstack retains all right, title, and interest in and to any “Service Deliverables”, defined as deliverables, software (including connectors, extensions, and plugins), APIs, materials, data, information, or content (including vulnerability and mitigation data), and any updates and changes to any of the foregoing, provided to Customer in connection with Customer’s use of the Patchstack Solution, or developed as part of the Ancillary Services, and all associated intellectual property rights. Customer shall not disclose Service Deliverables to any third party and shall protect the confidentiality of Service Deliverables with the same degree of care, but no less than reasonable care, as Customer uses to protect Customer’s own confidential information of like nature.
3.6 Reservation of Rights. Patchstack retains all right, title, and interest in and to, and as between the parties is the exclusive owner of, the Patchstack Solution and all economic exploitation rights therein (including all copyrights, trade secrets, and patents). The Patchstack Solution is for use solely by Customer and its staff, for Customer’s internal business purposes in support of Customer Operations. Patchstack grants no licensed rights to patents. The user interface, user experience, icons, presentation layer and elements, reports, layouts, and screen displays of or generated by the Patchstack Solution constitute Patchstack’s copyrightable content, trade dress, and trademarks and servicemarks, as applicable.
4.0 Payment
4.1 Fees and Billing. Customer will pay the fees for the Subscription Plan that Customer selects. Customer may choose to be billed monthly or annually; annual billing is offered at a discount to the equivalent monthly rate. Fees are charged in advance to the payment card or other payment method Customer provides, at the start of each billing period: monthly for monthly plans and annually for annual plans. Fees are exclusive of bank service fees and currency exchange settlements. Customer represents and warrants that Customer is authorised to use the payment method provided, that the payment information Customer provides is true, complete, and accurate, and that Customer authorises Patchstack and its payment processor to charge the applicable fees, including on each renewal, to that payment method until Customer cancels in accordance with section 4.2.
4.2 Renewal and Cancellation. Subscriptions renew automatically. At the end of each billing period, Customer’s subscription will renew for a further period of the same length at Patchstack’s then-current fees, and Patchstack will charge the applicable renewal fee to Customer’s payment method, until Customer cancels. Customer may cancel at any time through Customer’s account dashboard or by contacting Patchstack support. Cancellation takes effect at the end of the then-current billing period, and Customer will retain access to the Patchstack Solution until the end of that period. Customer is solely responsible for retrieving Customer’s data and feeds before the subscription ends.
4.3 Price Changes. Patchstack may change its fees from time to time. Any change to recurring fees will take effect on Customer’s next renewal following at least thirty days’ notice to Customer. If Customer does not agree to a fee change, Customer may cancel before the change takes effect; Customer’s continued use of the Patchstack Solution, or Customer’s failure to cancel before renewal, after the change takes effect constitutes acceptance of the changed fees.
4.4 Non-Refundable; No Set-Off. Except as expressly provided in these Terms or as required by applicable law, all fees are non-refundable, and no refunds or credits are provided for partial billing periods, unused subscriptions, or features not used. Payments to Patchstack will be made without deduction, counterclaim, or set-off of any kind. Customer will not create or use multiple accounts or Customer Operations to simulate or act as a single account, or otherwise access the Patchstack Solution in a manner intended to avoid incurring fees.
4.5 Failed Payments; Delinquency. If a charge is declined or fees are not paid when due, Patchstack may, after reasonable notice, suspend or terminate Customer’s access to the Patchstack Solution until payment is made in full.
4.6 Taxes. Customer is responsible for all taxes, including sales, use, value-added, and similar taxes and their equivalents, that may be levied or assessed in connection with these Terms or the Patchstack Solution, excluding only taxes based on Patchstack’s income.
5.0 Disclaimer of Warranties and Limitation of Liability
5.1 Disclaimer. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, PATCHSTACK DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PATCHSTACK SOLUTION, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Customer acknowledges that the value or use of the Patchstack Solution is not reliant or dependent on the availability of any future functionality or features or on any oral or written public or private comments or representations made by Patchstack, reliance on which Customer hereby disclaims. Patchstack makes no warranty that (a) the Patchstack Solution will meet Customer’s requirements, goals, or needs; (b) Patchstack Solution access will be uninterrupted, timely, secure, or error-free; or (c) any delays, errors, or deficiencies in the Patchstack Solution will be corrected. Customer acknowledges that no vulnerability detection or mitigation service can guarantee identification of, or protection against, all security vulnerabilities at all times. The nature and volume of software vulnerabilities change continuously, and complete coverage is not achievable by any vendor. Patchstack does not warrant that the Patchstack Service will detect or mitigate every vulnerability affecting Customer Operations.
5.2 Limitation of Liability. The “Subject Matter” means these Terms and all exhibits, their performance or non-performance, the Patchstack Solution and its availability, quality, and performance, End Users, Customer’s decision to select Patchstack and the Patchstack Solution, and any or all of the foregoing. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) Patchstack’s maximum cumulative aggregate liability for all claims, liabilities, or obligations arising under or relating to the Subject Matter, regardless of the number of claims or the theory of liability, whether for breach of these Terms, breach of warranty, or in tort or otherwise, will not exceed the total fees paid by Customer to Patchstack for the Patchstack Solution during the twelve months immediately preceding the event giving rise to the liability; and (b) Patchstack will not be liable for any indirect, punitive, special, incidental, or consequential damages, or for any interruption of business, loss of profits, anticipated revenue, use, data, goodwill, or other economic advantage, reputational harm, regulatory fines or penalties, or cost of cover or replacement, in connection with, related to, or arising out of the Subject Matter, regardless of the theory of liability and even if Patchstack has been advised of the possibility of such damages. Customer, on behalf of itself and its affiliates, accepts these exclusions and limitations and waives any claim against Patchstack to the extent it exceeds or is excluded by this section, even if any remedy fails of its essential purpose. The foregoing limitations and exclusions apply only to the liability of Patchstack and do not limit Customer’s payment obligations, Customer’s obligations under section 6.0, or any award to a prevailing party under section 8.5. The foregoing limitations and exclusions will not limit or exclude liability to the extent prohibited by the mandatory provisions of the governing law applicable under section 8.1, including any mandatory rules relating to liability for intentional misconduct or gross negligence.
6.0 Customer Indemnity
6.1 Indemnity. Customer will indemnify, defend, and hold harmless Patchstack, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (the “Patchstack Parties”) from and against any and all claims, demands, actions, suits, and proceedings (each, a “Claim”), and any and all losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ and other professional fees) that any Patchstack Party incurs or becomes liable for, arising out of or relating to: (a) Customer Operations; (b) Customer’s access to or use of the Patchstack Solution; (c) Customer’s breach or alleged breach of these Terms or violation of applicable law; (d) any data, content, or material that Customer or its End Users provide, transmit, or process through the Patchstack Solution, including any personal data and any special categories of personal data; or (e) Customer’s violation of any right of a third party. This indemnity is in addition to, and not limited by, any other remedy available to the Patchstack Parties.
6.2 Procedure. Customer will assume and control the defence and settlement of the Claim with counsel reasonably acceptable to the Patchstack Parties, and the Patchstack Parties may participate in the defence with their own counsel at their own expense. Customer shall not settle any Claim in a manner that imposes any liability, obligation, payment, admission of fault, or restriction on any Patchstack Party, or that does not fully release the Patchstack Parties, without that party’s prior written consent. If Customer fails to promptly assume the defence of a Claim, the Patchstack Parties may defend the Claim at Customer’s expense, and Customer will provide all information, reasonable assistance, and authority necessary to defend the Claim.
7.0 Term and Termination
7.1 Term. These Terms take effect on the Effective Date and continue in effect for as long as Customer maintains an account or uses the Patchstack Solution. Each subscription begins on the date Customer subscribes and continues for the billing period selected in Customer’s Subscription Plan, renewing automatically for successive periods of the same length in accordance with section 4.2, until cancelled by Customer or terminated as provided in these Terms. These Terms do not expire and have no fixed end date.
7.2 Termination by Patchstack. Patchstack may suspend or terminate these Terms, Customer’s account, or any subscription as follows: (a) on thirty days’ written notice if Customer materially breaches these Terms and, where the breach is capable of cure, fails to cure it within that period; (b) immediately on written notice in the event of a material breach that is not capable of cure; (c) immediately if Customer fails to pay fees when due; (d) immediately if Customer becomes the subject of a proceeding under any insolvency or bankruptcy law, has its property placed under the control of a custodian or assigned for the benefit of creditors, generally ceases business operations, or generally fails to pay its debts as they become due; (e) immediately, or with such notice as is practicable, where required by applicable law or any court, agency, or governmental authority, or for emergency or security reasons or to prevent harm; or (f) for Patchstack’s convenience, including if Patchstack ceases to offer the Patchstack Solution or any part of it, or ceases or winds down the relevant business, on at least thirty days’ written notice.
7.3 Effect of Termination. On termination or expiry, all access and licensed rights granted under these Terms end, and Customer will cease all use of the Patchstack Solution and Service Deliverables and destroy all copies of Service Deliverables in its possession or control. Termination does not relieve Customer of the obligation to pay any fees accrued or payable for the period before the effective date of termination, and, except for any refund expressly provided under section 7.2, does not entitle Customer to any refund. Rightful termination or expiry will not by itself give rise to any liability of either party on account of the termination or expiry, but will not affect any accrued rights, obligations, or claims arising before it, including under section 6.0. The rights of each party under this section are in addition to any other rights and remedies permitted by law or under these Terms. Sections 1.0, 2.4, 2.5, 2.6, 3.0 (other than the licence grant in section 3.1), 4.0, 5.0, 6.0, 7.3, and 8.0, together with the DPA to the extent it addresses post-termination obligations, survive any termination or expiry of these Terms.
8.0 General Provisions
8.1 Governing Law. The Subject Matter (as defined in section 5.2), and any disputes between the parties related to or concerning the Subject Matter (including tort as well as contract claims, and whether pre-contractual or extra-contractual), notwithstanding the choice-of-laws rules of any jurisdiction to the contrary, will be governed by the procedural and substantive laws of Delaware, USA, if Customer is headquartered or domiciled in North, Central, or South America, or the laws of Estonia, if Customer is headquartered or domiciled anywhere else.
8.2 Dispute Resolution.
8.2.1 Binding Arbitration. Any disputes between or claims brought by either party arising out of or related to the Subject Matter (as defined in section 5.2), including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes (subject to section 8.2.3), must be referred to and finally settled by binding arbitration. If Customer is headquartered or domiciled in North, Central, or South America, arbitration will be conducted by JAMS (jamsadr.com) in accordance with the Comprehensive (Expedited) Rules of Arbitration in effect at the time of arbitration except as inconsistent with this section, and the venue for the arbitration will be New York City, New York. If Customer is headquartered or domiciled anywhere else, arbitration will be conducted before the Arbitration Court of the Estonian Chamber of Commerce and Industry (ECCI) in accordance with the Arbitration Rules in effect at the time of arbitration except as inconsistent with this section, and the venue for the arbitration will be Tallinn. The arbitration will be conducted by telephone, online, and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in New York City or Tallinn, as applicable above. The arbitrator will apply the law specified in section 8.1 above. All awards may if necessary be enforced by any court having jurisdiction.
8.2.2 Proceedings. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, and awards, must be kept confidential. Except as required by law, no party will make any public statements concerning the other party or any public announcements with respect to the proceeding or the award or ruling, except as required to enforce the award or ruling. The parties hereby waive the right to a trial by jury and agree to bring claims only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated, or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion.
8.2.3 Injunctive and Provisional Relief. Notwithstanding the foregoing, nothing in this section will preclude the right and ability of either party to bypass arbitration and file and maintain at any time in any court of competent jurisdiction under the laws applicable thereto an action for recovery of injunctive or provisional relief (and either party’s right to do so is not arbitrable).
8.2.4 Consumer Savings. If any Customer is determined by a court or tribunal of competent jurisdiction to be a consumer under applicable mandatory law, the dispute resolution provisions of this section will be modified to the minimum extent required by such mandatory law, and the remaining provisions of this section will continue in full force and effect.
8.3 Assignment. Customer will not assign, delegate, or transfer, in whole or in part, these Terms or any subscription, whether voluntarily, involuntarily, by merger, consolidation, dissolution, sale of assets, or otherwise, without Patchstack’s prior written consent. Any such purported assignment, delegation, or transfer without such written consent will be void. Patchstack may assign, transfer, or delegate these Terms, in whole or in part, without Customer’s prior consent: (a) to any Patchstack affiliate; (b) in connection with a merger, acquisition, corporate reorganisation, or sale of assets or equity; or (c) in connection with any transaction described in clause (b), to a designated service provider engaged by Patchstack, its assignee, or its successor to continue operation of the Patchstack Solution. Customer agrees that any such assignment, transfer, or delegation includes the transfer of all rights, obligations, and associated data (including account information and operational data) to the extent necessary to ensure continuity of service under these Terms. The assignee, transferee, or delegate will be bound by these Terms with respect to such data and the provision of the Patchstack Solution. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
8.4 Injunctive Relief. Customer acknowledges that breach of these Terms, or any unauthorised use, disclosure, or distribution of the Patchstack Solution (or its functionality), may cause irreparable harm to Patchstack, the extent of which would be difficult to ascertain, and that Patchstack will be entitled to seek immediate injunctive relief (in addition to any other available remedies, including remedies under intellectual property rights, the availability of which Customer acknowledges) in any court of competent jurisdiction under the applicable laws thereto.
8.5 Prevailing Party. A party prevailing, whether by compromise, settlement, judgment, default, or abandonment, in any litigation or arbitration proceeding between the parties arising from or related to the Subject Matter (as defined in section 5.2), including in interim proceedings and appeals, is entitled to an award of reasonable professionals’ fees (including fees of lawyers, attorneys, solicitors, barristers, advocates, counselors, witnesses, and experts) and costs incurred in or related to the litigation or arbitration, including arbitration-related fees. A party that seeks to enforce claims against the other party is a prevailing party if it substantially recovers the relief requested in its claims; otherwise, the other party is the prevailing party. If both parties seek to enforce claims, the party that nets a greater recovery will be the prevailing party or, if neither party is awarded any relief, no party is the prevailing party. Any costs and fees involved in securing a prevailing party award will be fully assessed against and paid by the party resisting enforcement of the award. This section is in addition and without prejudice to the availability of professionals’ fees as a remedy under applicable law, including laws pertaining to intellectual property rights.
8.6 Important Final Terms.
8.6.1 Entire Agreement. These Terms, together with the Subscription Plan and the DPA, constitute the entire agreement between the parties and govern the use of the Patchstack Solution and Service Deliverables, superseding any prior agreements, understandings, communications, or proposals. Customer acknowledges that Customer is not relying on any statement, warranty, representation, or inducement made by or on behalf of Patchstack that is not specified in these Terms. The terms of any purchase order or other document provided by Customer will be of no force or effect.
8.6.2 Interpretation and Severability. These Terms will be fairly interpreted in accordance with their terms and without any strict construction in favour of or against either party. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Without limiting the foregoing, if any limitation, exclusion, or other protective provision of these Terms is held to be unenforceable, void, or unfair under applicable law, the parties agree that it will be deemed modified to the minimum extent necessary to make it enforceable, rather than voided entirely, and the remaining provisions will continue in full force and effect.
8.6.3 Waiver. No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and a party’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
8.6.4 Language. These Terms are in the English language only, which language will be controlling in all respects, and all versions of these Terms in any other language will be for accommodation only and will not be binding on the parties. All communications and notices made or given pursuant to these Terms will be in the English language.
8.6.5 Relationship of Parties. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship of any kind between the parties or any user or other person or entity, nor do these Terms extend rights to any third party.
9.0 Data Processing Addendum
The Patchstack Data Processing Addendum forms part of these Terms. The current version, together with the pre-signed copy, is available at https://patchstack.com/dpa/.
