Terms of Service

01 Who We Are and Agreement to Terms

GBPcentral is a software-as-a-service platform (the “Service”) owned and operated by Stackvate Inc., a corporation incorporated in the State of New York, United States. By accessing or using the Service, creating an account, or clicking “I agree” when presented with these Terms, you accept and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

References in these Terms to “we,” “us,” or “our” mean Stackvate Inc. References to “you” or “Customer” mean the individual or entity that accesses or uses the Service. If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” includes that entity and its authorized users.

02 Scope and Definitions

These Terms apply to your use of the Service, including gbpcentral.com, any associated applications, application programming interfaces (APIs), and related support. Capitalized terms have the meanings assigned below.

Customer

The individual or entity that has subscribed to or is otherwise authorized to use the Service.

Authorized User

Any individual whom the Customer authorizes to access the Service, including team members invited through the Service.

Customer Content

All data, text, images, videos, and other materials that the Customer or its Authorized Users upload, configure, or create through the Service.

Connected Account

A Google account, Google Business Profile, or other third-party account that the Customer connects to the Service.

Subprocessor

A third party we engage to process information in connection with providing the Service, as described in our Privacy Policy.

Documentation

The user guides, help center articles, and technical materials we make available for the Service.

03 Eligibility and Account Registration

To use the Service, you must be at least 18 years old and have the legal capacity to enter into a binding contract. The Service is not intended for children, and we do not knowingly allow registrations from anyone under 18. If you register on behalf of an organization, you represent that you are authorized to do so.

When you create an account, you agree to:

• provide accurate, current, and complete information;
• keep your account credentials confidential and not share them with any person outside your organization;
• promptly notify us at support@gbpcentral.com of any unauthorized access or suspected compromise;
• be responsible for all activity that occurs under your account, whether or not you authorized it; and
• not maintain multiple free accounts to circumvent usage limits or trial restrictions.

We may, but are not obligated to, verify the identity of any Customer or Authorized User. We may refuse registration or terminate an account at our discretion where we reasonably believe this section has been violated.

04 Subscription, Billing and Free Trials

4.1 Subscription plans

The Service is offered on a subscription basis across multiple tiers. The features, usage limits, and fees for each tier are described on our pricing page, which is incorporated into these Terms by reference. We may update plan names, features, and limits from time to time; material reductions to features within a current paid term will be communicated to you in advance.

4.2 Fees, taxes and currency

You agree to pay the fees applicable to your selected plan. Fees are charged in advance on a monthly or annual basis, depending on the billing cycle you select, and are stated in United States Dollars (USD) unless otherwise indicated. Fees are exclusive of all applicable taxes, levies, and duties. You are responsible for any sales, use, VAT, GST, or similar taxes arising from your subscription, other than taxes based on our net income.

4.3 Payment processing

Payments are processed by Stripe, Inc. and are subject to Stripe’s terms and privacy policy. By providing payment information, you authorize us and our payment processor to charge the payment method on file for all amounts due under your subscription, including automatic renewals and applicable taxes.

4.4 Free trial on Starter

The Starter plan includes a 7-day free trial. We may collect payment information at the time you sign up, but your payment method will not be charged during the trial. If you do not cancel before the trial ends, your subscription will automatically convert to a paid Starter subscription at the then-current rate, and your payment method will be charged. Free trials are not available for the Pro or Agency plans, which are billed immediately upon subscription.

Free trials are limited to one per individual and one per organization. We may determine, in our reasonable discretion, whether a trial request is abusive or duplicative.

4.5 Price changes

We may change our fees at any time. For Customers on an active paid subscription, we will provide at least 30 days’ advance notice by email or through the Service before a price change takes effect. If you do not wish to accept a price increase, you may cancel your subscription before the change takes effect, and the cancellation will apply at the end of your then-current billing cycle.

4.6 Failed payments

If a payment is declined or otherwise fails, we may attempt to charge your payment method again, notify you, and, if the failure is not cured within a reasonable period, suspend or downgrade your access to the Service. Continued non-payment may result in termination under Section 15.

05 Cancellation, Auto-Renewal and Refunds

5.1 Auto-renewal

Paid subscriptions renew automatically at the end of each billing cycle at the then-current rate for your plan, unless you cancel before the renewal date. Your card will be charged on the renewal date for the next billing cycle.

5.2 Cancellation

You may cancel your subscription at any time from your account settings or by contacting support@gbpcentral.com. There is no cancellation fee or penalty. When you cancel, your access to paid features continues through the end of the current paid billing cycle, after which your account will revert to a read-only or suspended state at our discretion.

5.3 No refunds

All subscription fees are non-refundable. We do not offer refunds, prorated or otherwise, for partial billing periods, unused features, downgrades, account cancellations, trial conversions that were not cancelled before the trial ended, or periods of reduced usage. The Starter plan’s 7-day free trial is your opportunity to evaluate the Service; if you cancel at any time during the trial, you will not be charged.

This Section 5.3 does not limit any non-waivable statutory refund or cancellation right that applies to you under the consumer-protection law of your country, state, or province.

06 Acceptable Use Policy

You agree that you will not, and will not allow any Authorized User or third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload, publish, or transmit content that is unlawful, defamatory, obscene, threatening, harassing, fraudulent, or infringing of intellectual property, privacy, or publicity rights;
• publish or schedule content that violates Google’s Business Profile content policies or any other terms applicable to a Connected Account;
• impersonate any person or entity, or misrepresent an affiliation with a person or entity;
• attempt to gain unauthorized access to the Service, our systems, or another Customer’s account, or probe, scan, or test the vulnerability of any system or network without our prior written permission;
• introduce malware, viruses, ransomware, worms, or other harmful code into the Service;
• interfere with, degrade, or disrupt the integrity, performance, or availability of the Service;
• use any robot, spider, scraper, or other automated means to access the Service, except for standard public indexing by search engines or as expressly authorized by us in writing;
• reverse-engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, or trade secrets of the Service, except to the extent such restriction is prohibited by applicable law;
• resell, sublicense, rent, lease, or otherwise commercially exploit the Service outside the scope of your authorized subscription, including by operating a service bureau, managed service, or white-label offering that is not expressly permitted by your plan;
• use the Service to build, train, or enhance a competing product or service, or to benchmark or publish comparative performance without our prior written consent; or
• circumvent any usage limit, access control, or security feature of the Service.

You are responsible for the acts and omissions of your Authorized Users as if they were your own. We reserve the right to investigate and take appropriate action, including suspending or terminating accounts, removing content, and cooperating with law enforcement, in response to suspected violations.

07 Customer Content and Intellectual Property

7.1 Ownership of Customer Content

As between you and us, you own all right, title, and interest in and to your Customer Content. You grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, display, and transmit Customer Content solely as necessary to provide, secure, and improve the Service, to comply with law, and to enforce these Terms. This license ends when the relevant Customer Content is deleted or your account is closed, except to the extent backup retention periods described in our Privacy Policy apply.

7.2 Your responsibilities for Customer Content

You represent and warrant that (i) you own or have all necessary rights, licenses, and permissions to the Customer Content, (ii) your Customer Content and its use through the Service do not infringe any third-party right or violate any law, and (iii) you have obtained any consents required from individuals identified in or referenced by your Customer Content.

7.3 Our intellectual property

The Service, including its software, code, user interfaces, designs, text, graphics, logos, trademarks, and all improvements to the foregoing, is owned by Stackvate Inc. or its licensors and is protected by intellectual-property laws. Except for the limited rights expressly granted under these Terms, we reserve all rights in and to the Service.

7.4 License to use the Service

Subject to your compliance with these Terms and timely payment of fees, we grant you and your Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Service for your internal business purposes.

08 Third-Party Services and Google Business Profile

The Service integrates with third-party services (including, without limitation, Google Business Profile, Stripe for payments, and Resend for transactional email). Your use of those third-party services is governed by their respective terms and privacy policies. We are not responsible for the availability, accuracy, security, or actions of any third-party service, and we do not warrant that integrations with third-party services will remain uninterrupted or error-free.

When you connect a Google account to the Service, you represent and warrant that you are authorized to manage each Google Business Profile you connect and to take actions (including posting, updating information, and responding to reviews) on behalf of the associated business. You agree to comply with the Google Business Profile policies, Google’s terms of service, and the Google API Services User Data Policy. You may disconnect a Google account from the Service at any time, which revokes our OAuth authorization and stops further automated access.

09 Excellence Award Recognition Program

9.1 Program description

The GBPcentral Excellence Award™ (the “Program”) is an independent recognition program operated by Stackvate Inc. as part of the Service. The Program issues an annual digital certificate, a public registry page, and an optional free printed copy to qualifying Google Business Profile listings whose audit results meet the published thresholds at https://gbpcentral.com/certified/methodology. The Program is not affiliated with, endorsed by, or sponsored by Google LLC.

Participation in the Program is free of charge. Recipients are never asked to pay any fee to be evaluated, to be listed in the public registry, to receive a digital certificate, or to receive an optional printed copy. No purchase is required, no entry fee applies, and no payment will be solicited at any stage of the Program. The Program is funded out of the Service’s general operating budget and is offered as a public-facing component of the Service.

9.2 Recipient permitted uses

If we issue an Excellence Award certificate to your business (a “Recipient”), you may, without further permission from us:

• display the certificate PDF in your physical premises, including framing, laminating, or other forms of preparation suitable for wall or shelf display;
• reproduce the certificate PDF in your own marketing collateral, website, social media, email signature, press releases, and customer communications, in each case without modification;
• share the canonical public-registry URL we provide for your certificate through any channel; and
• embed the QR code we generate on printed materials, provided the code resolves to the unmodified canonical verification URL.

9.3 Restrictions on certificate use

You agree that you will not, and will not authorize any third party to:

• modify any field of a certificate, including the business name, score, rating, review count, tier, award date, expiration date, serial number, QR code, or canonical verification URL;
• remove the verification URL or QR code from any reproduction of a certificate;
• display or distribute a certificate in a manner that implies endorsement or affiliation with Google LLC;
• display or distribute a certificate that has been revoked, expired, or otherwise withdrawn by us;
• resell, sublicense, or otherwise commercially exploit certificate imagery; or
• use certificate imagery or registry content to train, fine-tune, or evaluate machine learning models without our prior written consent.

We retain copyright and all other intellectual property rights in the certificate template, the registry page design, and the program identifiers (including the “GBPcentral Excellence Award” name and any associated wordmarks). The license granted in Section 9.2 is non-exclusive, worldwide, royalty-free, revocable on revocation of the underlying certificate, and limited to use of the unmodified certificate by the Recipient.

9.4 No warranty; non-affiliation

Inclusion in the Excellence Award registry does not constitute a guarantee, endorsement, or warranty by Stackvate Inc. of the Recipient’s quality, performance, financial condition, customer service, or suitability for any specific purpose. The Award reflects only the publicly available Google Business Profile data observed at the time of evaluation, measured against the criteria published at https://gbpcentral.com/certified/methodology. The Program is not a credential, a license, or a substitute for a buyer’s own due diligence.

9.5 Revocation

We may revoke a certificate at any time, including without limitation where: (i) the Recipient requests revocation through the public opt-out form or otherwise; (ii) the Recipient is no longer operational; (iii) the Recipient is formally sanctioned by a regulator or court in a manner that materially contradicts the Award; (iv) we identify evidence of review manipulation, business misrepresentation, or other circumstances that materially undermine the basis on which the Award was granted; or (v) we determine, in our reasonable discretion, that revocation is appropriate for program-administrative reasons. Revocation takes effect immediately on the public registry page. Revocations are irreversible by program design; if a revocation was issued in error, we may issue a fresh certificate through the standard audit and approval process.

The public-facing reason rendered on the public registry page is selected from a closed taxonomy of pre-vetted phrases (for example, “at the business’s request,” “the business is no longer operational,” or “the business no longer meets the program criteria”). We do not publish admin-typed text or internal investigation notes on the public registry page.

9.6 Opt-out

Any Recipient may request removal from the public registry at any time, for any reason, at no cost, through the public opt-out form at https://gbpcentral.com/certified/opt-out. To protect against unauthorised submissions, the form requires the submitter to confirm authorisation to act on behalf of the business through one of three verification paths before any removal is scheduled: (i) signing in with the Google account that manages the business’s Google Business Profile; (ii) entering a one-time verification code sent to an email address at the business’s own website domain; or (iii) submitting a short statement for review by a GBPcentral administrator where neither self-service path is available, with a target review time of 72 hours. Once authorisation is confirmed, the certificate enters a 7-day pending-removal hold during which the public certificate page displays a removal notice and a separate authorised representative has a window to rescind the request via a single-use link delivered by email. After 7 days, the certificate is permanently revoked, the business is removed from the public directory, and the underlying Place ID is added to the program issuance blocklist to prevent re-issuance. The Recipient is not charged for any verification path or for the removal itself.

9.7 Outreach communications

Any communication we send concerning the Program (including notice that an Award has been issued, follow-up regarding a printed copy, or other outreach) will: (i) clearly identify Stackvate Inc. and GBPcentral as the source; (ii) state that the Award and any printed copy are free of charge and that no payment is required or will be requested; (iii) make clear that the Recipient has not entered any contest, sweepstakes, or promotion; (iv) reference the canonical verification URL of the Recipient’s certificate; and (v) provide a clear path to opt out or rescind, where applicable. Program communications are not invoices and will not be presented in the form of a bill, government notice, or official-looking demand for payment.

9.8 Free printed copies

Where the Service offers a free printed copy of a certificate, the printed copy is sent at our expense to a United States shipping address provided by an authorized representative of the Recipient. We may verify a print request before fulfilment. Print requests are limited to one per certificate. We do not currently offer international shipping. We reserve the right to refuse, cancel, or unfulfil a print request that we reasonably believe was submitted without authorization, that we cannot verify, or that we believe could be used in a manner inconsistent with these Terms.

9.9 Program changes

We may modify, suspend, or discontinue the Program at any time. Where a change materially affects active certificate Recipients (for example, by retiring a tier or removing a substantive Program benefit), we will provide reasonable advance notice. We may update Program criteria, thresholds, or methodology at any time; criteria changes apply on a forward-going basis to new evaluations and do not retroactively revoke previously issued certificates that met the criteria in effect at the time of issuance.

9.10 Reporting and enforcement

Suspected misuse of certificate imagery or Program content (including unauthorized modification, fraudulent display, or use that implies Google affiliation) may be reported through our contact page. Confirmed violations may result in DMCA takedown of the infringing material, revocation of the underlying certificate where the Recipient is found to be responsible, and other legal action where warranted. We retain discretion over enforcement action.

9.11 Recipient indemnification

By accepting, displaying, distributing, or otherwise making use of an Excellence Award certificate, the recognized business (the “Recipient”) agrees to defend, indemnify, and hold harmless Stackvate Inc., GBPcentral, and their respective parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents, contractors, licensors, service providers, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, suits, proceedings, investigations, liabilities, damages, losses, judgments, settlements, fines, penalties, sanctions, costs, and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees, expert fees, and court costs, whether or not litigation is commenced) arising out of, in connection with, or related to:

• any modification, alteration, photoshop, retouching, redaction, mis-translation, or other change to any field, image, color, layout, serial number, QR code, verification URL, signature line, or other element of a certificate, whether digital or printed;
• display, reproduction, distribution, posting, broadcast, or other public use of a certificate that has been revoked, expired, or otherwise withdrawn from active status, including any continued use after the Recipient knew or reasonably should have known of the revocation, expiration, or withdrawal;
• any statement, implication, or representation, express or implied, that the Recipient or any product, service, location, person, or activity of the Recipient is endorsed, sponsored, certified, accredited, approved, or affiliated with Google LLC or any of its parents, subsidiaries, or affiliates by virtue of the Award or the Recipient’s receipt of the Award;
• any statement, implication, or representation, express or implied, that the Award constitutes a guarantee, warranty, certification, or assurance of the quality, performance, financial condition, customer service, safety, legality, fitness for purpose, or any other characteristic of the Recipient or any product, service, location, person, or activity of the Recipient;
• use of certificate imagery, the program name, the GBPcentral or GBPcentral Excellence Award trademarks, or any other Program identifier in marketing, advertising, promotional, sales, or solicitation materials in a manner that is misleading, deceptive, or noncompliant with applicable advertising, consumer-protection, or unfair-competition law in any jurisdiction;
• any third-party claim, complaint, or proceeding arising from the Recipient’s display, distribution, sale, transfer, sublicensing, or other use of the certificate or any associated identifier, including without limitation defamation, trade libel, false advertising, false endorsement, trademark infringement, copyright infringement, consumer fraud, unfair competition, deceptive trade practices, and tortious interference;
• any breach by the Recipient of these Terms, including without limitation Sections 9.2 and 9.3;
• any violation by the Recipient of applicable law in connection with the certificate, including without limitation the Federal Trade Commission Act, the Lanham Act, state consumer-protection statutes, state deceptive-trade-practice statutes, the General Data Protection Regulation, the UK Data Protection Act 2018, the California Consumer Privacy Act, and the laws of any other jurisdiction governing advertising, endorsements, certifications, or recognitions;
• any act or omission by an agent, employee, contractor, agency, marketing firm, public-relations firm, or other person acting on the Recipient’s behalf or with the Recipient’s authorization in connection with the certificate; and
• any subpoena, discovery request, government investigation, or third-party legal process directed to the Indemnified Parties seeking information about the Recipient or the Recipient’s use of the certificate, to the extent the cost of responding is incurred by the Indemnified Parties.

We will give the Recipient prompt written notice of any claim subject to this indemnification, provided that failure to give prompt notice will not relieve the Recipient of its obligations under this Section except to the extent the Recipient is actually and materially prejudiced by the delay. The Recipient will assume sole control of the defense and settlement of any indemnified claim with counsel of its choosing reasonably acceptable to us, provided that the Recipient may not enter into any settlement that imposes any liability, obligation, admission of wrongdoing, restriction on operations, or non-monetary remedy on any Indemnified Party without our prior written consent. The Indemnified Parties will reasonably cooperate with the Recipient’s defense at the Recipient’s sole expense and may, at the Indemnified Parties’ election and at the Indemnified Parties’ expense, retain separate counsel to participate in the defense.

This Section 9.11 is in addition to, and not in limitation of, the indemnification obligations in Section 14. Where a Recipient is also a Customer of the Service, both Section 9.11 and Section 14 apply concurrently to the extent each applies on its terms; an obligation under one does not satisfy or reduce an obligation under the other unless the same loss is satisfied. The obligations of this Section 9.11 survive revocation, expiration, withdrawal, opt-out, and termination of the Recipient’s status as an Award Recipient and continue in full force for the duration of the applicable statute of limitations for each claim covered.

10 Feedback

If you send us suggestions, ideas, feature requests, bug reports, or other feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service and our other products and services without any obligation or compensation to you. We may, but are not required to, acknowledge or respond to Feedback.

11 Service Availability, Support and Changes

We strive to maintain the Service with high availability but do not guarantee uninterrupted or error-free access. The Service may be temporarily unavailable due to scheduled maintenance, updates, security investigations, force-majeure events, or issues with third-party services (including Google Business Profile or our payment processor). Where feasible, we will provide advance notice of planned maintenance through the Service or by email.

We provide customer support through the channels indicated in the Documentation and on our Contact page. Support scope, availability, and response targets are described in the Documentation and may vary by plan.

We may, in our reasonable discretion, modify, add, remove, or retire features of the Service from time to time. We will use commercially reasonable efforts to notify Customers of material adverse changes during a current paid term.

12 Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms and that it will comply with applicable laws in the performance of these Terms. We further represent that we will provide the Service with reasonable skill and care, consistent with generally accepted industry standards.

13 Limitation of Liability

14 Indemnification

You agree to defend, indemnify, and hold harmless Stackvate Inc., its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your or your Authorized Users’ use of the Service, (ii) your Customer Content, (iii) your breach of these Terms or violation of applicable law, (iv) your infringement or misappropriation of any third-party right, or (v) any act or omission by you or your Authorized Users involving a Connected Account.

We will give you prompt notice of any claim subject to indemnification, allow you to control the defense and settlement (provided that no settlement imposes any liability or admission on us without our prior written consent), and reasonably cooperate with you at your expense.

15 Suspension and Termination

15.1 Termination by you

You may terminate your subscription at any time by cancelling through your account settings or by contacting us. Your access to paid features continues through the end of the then-current billing cycle, after which the subscription ends.

15.2 Suspension and termination by us

We may suspend or terminate your account, in whole or in part, immediately upon notice if: (i) you materially breach these Terms, including the Acceptable Use Policy, and fail to cure (if curable) within a reasonable period specified by us; (ii) your payment is materially overdue; (iii) we reasonably believe your use of the Service creates a risk of harm to other users, third parties, or the Service itself; (iv) we are required to do so by applicable law or by a lawful order from a governmental or judicial authority; or (v) you become insolvent, file for bankruptcy, or enter into a similar proceeding.

We may also suspend access to specific features or Connected Accounts where necessary to protect the security or stability of the Service or a third-party service (including Google Business Profile).

15.3 Effect of termination

On termination: (i) your right to access and use the Service ends; (ii) any fees already paid are non-refundable except as required by law; (iii) any fees accrued and unpaid as of termination become immediately due; and (iv) provisions of these Terms that by their nature should survive termination will survive (including provisions on intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and these miscellaneous provisions).

15.4 Data export window

For 30 days following termination (unless a longer period is required by law), we will, upon your written request, make the then-current export of your Customer Content available to you in a commonly used format. After the export window, we may delete Customer Content in accordance with our Privacy Policy retention schedule. We are not obligated to retain Customer Content beyond that schedule.

16 Export Controls, Sanctions and Compliance

The Service is operated from the United States and may be subject to United States export-control and sanctions laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You represent and warrant that (i) you are not located in, and are not a resident of, any country or region subject to comprehensive U.S. sanctions, and (ii) you are not a person or entity on any U.S. government denied-party, blocked-persons, or specially-designated-nationals list. You agree to use the Service only in compliance with all applicable export-control and sanctions laws.

17 Governing Law and Dispute Resolution

17.1 Governing law

These Terms and any dispute arising out of or related to these Terms or the Service are governed by the laws of the State of New York, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution

Before initiating a formal proceeding, you agree to first contact us at legal@gbpcentral.com with a written description of the dispute and to attempt in good faith to resolve the dispute informally for at least 60 days. If the dispute is not resolved within that period, either party may proceed under the remaining provisions of this Section 17.

17.3 Binding arbitration

Except for the carve-outs in Section 17.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the formation, validity, or enforceability of this arbitration provision, will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time the arbitration is commenced. The arbitration will be conducted in New York County, New York, unless the arbitrator determines that a different location is appropriate in the interest of the parties. The arbitrator’s decision will be final and may be entered as a judgment in any court of competent jurisdiction.

17.4 Class-action waiver

17.5 Carve-outs

Notwithstanding Section 17.3, (i) either party may bring an individual action in a small-claims court of competent jurisdiction for any dispute that qualifies for small-claims treatment; (ii) either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual-property rights or prevent unauthorized use of the Service pending the outcome of arbitration; and (iii) this Section 17 does not preclude either party from reporting alleged violations to appropriate government authorities.

17.6 Exclusive venue for non-arbitrable claims

For any claim that is not subject to arbitration under this Section 17, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection to that forum on grounds of inconvenience or otherwise.

17.7 Time to bring a claim

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrued; otherwise, the claim is permanently barred.

18 General Provisions

18.1 Notices

We may provide notices to you by email to the address on file for your account, by in-product notification, or by posting on the Service. You agree that such notices satisfy any legal requirement that a notice be in writing. You must provide legal notices to us at legal@gbpcentral.com and by mail to Stackvate Inc., 1270 Avenue of the Americas, 7th Floor - 1169, New York, NY 10020, United States.

18.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

18.3 Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disturbances, utility outages, internet or network failures, changes in law, or acts of governmental or supranational authorities.

18.4 Relationship of the parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other without the other’s prior written consent.

18.5 No third-party beneficiaries

These Terms do not confer any rights or remedies on any person or entity other than the parties.

18.6 Severability and waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions will continue in full force. Our failure to enforce a provision of these Terms is not a waiver of our right to do so later.

18.7 Entire agreement

These Terms, together with our Privacy Policy and any order forms or plan descriptions referenced from our pricing page, constitute the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous understandings on the same subject.

18.8 Government end users

If the Customer is a U.S. federal, state, or local government entity or an agency or instrumentality thereof, the Service is “commercial computer software” and related documentation is “commercial computer software documentation,” and use, duplication, and disclosure are subject to the restrictions set forth in these Terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

18.9 Data processing

Our processing of personal information in connection with the Service is described in our Privacy Policy. Customers that require a Data Processing Addendum incorporating the European Commission’s Standard Contractual Clauses (and the UK International Data Transfer Addendum where applicable) may request one from privacy@gbpcentral.com.

18.10 Interpretation

Headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are not limiting.

19 Changes to These Terms

We may modify these Terms from time to time. When we make material changes, we will update the “Effective” date above and, where required by law or contract, provide advance notice by email or through the Service. Your continued access to or use of the Service after an updated version takes effect constitutes your acceptance of the updated Terms. If you do not agree with a material change, you may cancel your subscription as provided in Section 5 before the change takes effect.

20 Contact Us

For questions about these Terms or to provide legal notices, please contact us using one of the channels below.