Unless there is an agreement in place between Stoneware, Inc. (“Stoneware”) and Customer, this Sales Agreement (the
“Agreement”), including associated warranty statements, license agreements, and any applicable attachments, is the
sole and complete agreement between Customer and Stoneware regarding the Products or Services purchased
hereunder. Any additional or different terms in any order or communication from Customer shall not be binding on
Stoneware unless signed by an authorized representative of Stoneware.
Customer accepts the terms of this Agreement by ordering against a quotation that references this Agreement or by
using the Products or allowing Stoneware to perform the Services. A Product or Service becomes subject to this
Agreement when Stoneware accepts Customer’s order by making the software Product available to Customer or
providing the Service. Confirmation of receipt of Customer’s order shall not mean Stoneware has accepted Customer’s
1.1 “Product” shall mean any Stoneware-branded or third-party software that Stoneware provides to Customer under
this Agreement. Products include computer software programs (whether pre-loaded or provided separately) and related
licensed materials such as documentation.
1.2 “Service” is the performance of a task; provision of advice or assistance; or access to a resource, such as access to
an information database that Stoneware makes available to Customer.
2. Prices and Payment
2.1 Payment is due upon receipt of invoice unless agreed otherwise in writing between the parties. Any amounts not
received by Stoneware within thirty (30) days of receipt of invoice shall be overdue. Customer shall pay a late payment
fee of the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law on the overdue
balance of the invoice amount. Customer shall pay any applicable sales, use or similar taxes, fees or duties unless
Customer provides exemption documentation to Stoneware. Customer is responsible for taxes, if any, on Products from
the date Stoneware delivers such Products to Customer, or, on Services, on the date the Services are provided by
Stoneware. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by Stoneware.
Delivery charges, if applicable, will be as specified in an invoice.
2.2 If Stoneware makes an error in pricing information, Stoneware may nevertheless refuse or cancel an order placed for
a Product or Service quoted at such price, even if Stoneware has confirmed the receipt of Customer’s order or otherwise
charged the Customer.
2.3 Unless otherwise agreed in writing by the parties, (a) Stoneware may invoice Customer upon receipt of a valid order
for Products or Services and (b) the Services under any such order must be used during the term stated in the order (or
one (1) year if no term is provided in the order). Any unused Services at the end of the term of the applicable order (or
one (1) year if no term is stated in the order) shall be forfeited. Stoneware shall not owe Customer any refund for such
2.4 In the event of overpayment on Customer’s account, Stoneware will apply the overpayment in the following manner.
Overpayment will first be applied to any unpaid balances currently existing on the account. Should there be remaining
overpayment following such application, that amount will then be applied to any future balances due within the twelve
(12) month period following the date of the overpayment. Remaining overpayment amounts greater than ten dollars
($10.00) but less than one hundred dollars ($100.00) will then be refunded following the aforementioned subsequent
twelve-month period. In the event that a remaining overpayment is ten dollars ($10.00) or less, Stoneware, in its sole
discretion, may elect to not issue a refund of such amount and Customer hereby agrees that it relinquishes the right to
any such funds.
If Customer acquired a Product and paid a software license fee, but does not agree to the terms of this Agreement or
applicable software license terms, Customer shall promptly uninstall, cease all use of the Product, and notify Stoneware,
Inc. in writing within 10 days of date of applicable invoice in order to receive a refund or credit in the amount of the fee.
To receive a refund, Customer must notify Stoneware in writing of Customer’s request for a refund by using one of the
e-mail: email@example.com (cc: firstname.lastname@example.org)
Mail: Stoneware, Inc.
11555 N. Meridian Street, Suite 150
Carmel, IN 46032
If Customer does not uninstall and cease all use of the Product within such 10-day period, Customer will be deemed to
have accepted the applicable software license terms and shall be bound by the terms of this Agreement.
UNLESS AS SET FORTH IN THE APPLICABLE SOFTWARE LICENSE TERMS, STONEWARE MAKES NO
WARRANTIES FOR SOFTWARE, SERVICE, SUPPORT OR THIRD PARTY PRODUCTS. SUCH SOFTWARE,
SERVICE, SUPPORT AND PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITIONS OF
ANY KIND. SOME STATES DO NOT ALLOW LIMITATIONS OF WARRANTIES, SO THESE LIMITATIONS MAY NOT
APPLY TO CUSTOMER. THIRD PARTY PROVIDERS OF SOFTWARE, SERVICES, PRODUCTS AND SUPPORT
MAY PROVIDE WARRANTIES TO CUSTOMER THAT ARE INDEPENDENT OF THIS AGREEMENT.
5.1 Customer Information. Stoneware and its affiliates may store, use and process contact information and other
information about Customer, including name, phone numbers, addresses, and e-mail addresses, necessary to perform
under this Agreement. Such information will be processed and used in connection with this Agreement and the Products
or Services. Such information may be transferred by Stoneware to any country where Stoneware does business; and
may be provided to entities acting on Stoneware’s behalf in relation to this Agreement and the Products or Services.
Stoneware may also disclose such information where required by law.
5.2 Limitation of Liability. In any action under or related to this Agreement, Stoneware shall not be liable to Customer
for any of the following, even if informed of their possibility or not and whether arising in contract, tort, (including
negligence) or otherwise: 1) third-party claims for damages; 2) loss of, or damage to, data; or 3) special, incidental,
indirect, punitive or consequential damages; or 4) loss of profits, business, revenue, goodwill or anticipated savings. As
some states or jurisdictions do not allow the exclusion or limitation of some damages, the above exclusion or limitation
may not apply to this Agreement. Except for bodily injury (including death) and damage to real property or tangible
personal property, Stoneware shall not be liable for more than the amount of actual direct damages suffered by
Customer, up to the amount Customer paid for the Product or Service.
5.3 Force Majeure. Stoneware shall not be liable to Customer for any failure or delay in the performance of its
obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature;
acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures;
governmental laws, court orders or regulations; or any other cause beyond the reasonable control of Stoneware.
5.4 Product Changes. Stoneware may change or discontinue Products at any time. In such event, Stoneware may
fulfill Customer’s order with a Product that has the functionality and performance as the Product ordered by Customer.
5.5 Export. All Products purchased under this Agreement shall be of United States origin are subject to the export
regulations of the United States. Customer shall comply with any applicable export regulations in transferring the
5.6 Governing Law. This Agreement, and all orders issued hereunder, shall be governed by the laws of the State of
Indiana, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this
Sales Agreement more than two years after the cause of action arose.