Terms of service
Stoke Services Agreement
This Agreement (this "Agreement"), effective as of the date it is accepted by both parties (the "Effective Date"), is between Stoke LLC with offices located at 929 108th Ave NE, Suite 1410, Bellevue, WA 98004 ("Stoke"), and the Customer identified on the Order Form ("Customer"). Stoke and Customer are each a “Party” and collectively the "Parties."
  1. Access.Stoke grants Customer a non-exclusive, non-transferable right to access and use the Services and associated Documentation during the Term, solely for use by Customer and any Authorized Users in accordance with this Agreement, for Customer's internal use. "Services" means Stoke and as otherwise described in the Order Form. The “Order Form” is the information submitted online by Customer to Stoke when registering for an account at app.stoke.artica.com/terms-of-service and any order confirmation document from Stoke stating the term of service, Fees, number of Authorized Users, and other account information. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under this Agreement, where Customer has paid for their access and use. The number of Authorized Users will not exceed the number (if any) set forth in the Order Form. "Documentation" means Stoke's Service user guides available at https://stoke.artica.com, https://app.stoke.artica.com/terms-of-service, and other Stoke websites and apps accessible from https://stoke.artica.com. Customer’s use of the Services is subject to this Agreement, which is hosted at https://app.stoke.artica.com/terms-of-service. Notwithstanding anything else in this Agreement, Stoke may amend this Agreement at its discretion, which amendment will be effective upon notice provided to Customer by posting the amended Agreement at https://app.stoke.artica.com/terms-of-service through the Stoke customer portal, by email, or by other means.
  2. Customer Responsibilities
    1. Services Account.Customer must provide all information requested by Stoke in connection with Customer’s Services account (“Stoke Account”). All information provided by Customer must be complete, current and accurate. All information Customer provides in connection with the Stoke Account is subject to Stoke’s Privacy Notice available at privacy-notice. Customer is responsible for maintaining the confidentiality of the username and password associated with its Stoke Account, including any log in information of its Authorized Users (“Login Credentials”). Customer is responsible for all uses of its Stoke Account and Login Credentials, whether or not authorized by Customer. Customer will notify Stoke immediately of any unauthorized access to or use of its Stoke Account, the Service, or Login Credentials or any other breach of security. Stoke reserves the right to disable Login Credentials at any time if Stoke determines it is necessary in its sole discretion.

      Access To Third Party Accounts.Customer agrees to provide the necessary information and authorizations to permit Stoke to connect the Services to Customer’s advertising and retail accounts (“Third Party Accounts”) with Amazon.com Services LLC and its affiliates (“Amazon”), including Amazon Selling Partner API (“SP-API”), Amazon Seller Central, Amazon AMS, Amazon Advertising API; Shopify Inc. (“Shopify”); and other third parties, so the Service can access Customer Data as defined in Section 8. Unless otherwise requested by Stoke, the data will be delivered by connecting the Third Party Accounts with the Services via an application programming interface (“API”). This link will give the Services access to the available Customer Data to allow analysis. Once a Third Party Account has been connected to the Services, Customer Data will be synced to the Services on an ongoing basis, regardless of whether the Customer is then currently a paid subscriber, until such time that the Customer requests the deletion of their account at the end of the Agreement term by emailing Stoke at support@stoke.artica.com.

    2. Use Restrictions.Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Service in a manner that is identified as a prohibited use in the Terms of Use posted on the Stoke website at https://app.stoke.artica.com/terms-of-service or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    3. General.Customer is liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, including acts of its Authorized Users. Customer shall cause Authorized Users to comply with any Agreement provisions related to their use of the Service.
  3. Suspension.
    1. Notwithstanding anything to the contrary in this Agreement, Stoke may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services (i) if Stoke determines that there is an actual or potential threat to the Services; use of the Services poses a security risk; Customer or any Authorized User is using the Services for fraudulent or illegal activities; or Stoke's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) if any third party has suspended or terminated Stoke's access to or use of any third-party services or products required to enable the Services (“Service Suspension”). Stoke shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Stoke shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Stoke will have no liability for any damage, liabilities, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
  4. Aggregated Statistics.
    1. Notwithstanding anything to the contrary in this Agreement, Stoke may monitor Customer's use of the Services and collect and compile Aggregated Statistics. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Stoke in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. Stoke retains all right, title, and interest in Aggregated Statistics, and all associated intellectual property rights. Stoke may develop Aggregated Statistics based on Customer Data. Stoke may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
  5. Service Levels.
    1. Subject to the terms and conditions of this Agreement, Stoke shall use commercially reasonable efforts to make the Services available 99% of the time during Stoke’s regular business hours, other than during scheduled or emergency maintenance or due to circumstances beyond Stoke’s control.
  6. Fees and Payment.
    1. Fees and Taxes. Customer shall pay Stoke the fees ("Fees") as set forth in the Order Form without offset or deduction by credit card associated with the Account or as otherwise described in the Order Form. If Customer is paying by credit card, Customer must maintain current credit card information so that Stoke may charge Fees to it. If Customer is paying by other means, Customer shall make all payments in US dollars on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting Stoke's other rights and remedies: (i) Stoke may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Stoke for all costs incurred by Stoke in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Stoke may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Stoke's income. Stoke is not required to issue a Fee refund for any reason, although Stoke may do so in its sole discretion.
    2. Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining Fees and compliance with this Agreement. Stoke may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Stoke, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 6(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% of amounts due for any audit period. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
  7. Confidential Information.
    1. During the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees and service providers who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Aggregated Statistics are Confidential Information of Stoke.
    2. On the expiration or termination of the Agreement, Customer shall promptly return to Stoke all copies, whether in written, electronic, or other form or media, of Stoke’s Confidential Information, or destroy all such copies and certify in writing to Stoke that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  8. Intellectual Property Ownership.
    1. Stoke IP. The Service and its entire contents, data, features, and functionality (including but not limited to text, graphics, video, logos, button icons, databases, and images), Documentation, output and deliverables produced by the Services (“Service Output”) and any and all intellectual property provided to Customer, and Marks (“Stoke IP”) are the property of Stoke or its licensors and are protected by copyright, trademark and other intellectual property laws, except as otherwise indicated. Stoke reserves all rights not expressly granted to Customer in this Agreement. Customer acknowledges that, as between Customer and Stoke, Stoke owns all right, title, and interest, including all intellectual property rights, in and to the Stoke IP. Stoke IP includes Aggregated Statistics and any information, data, or other content derived from Stoke's monitoring of Customer's access to or use of the Services, but does not include Customer Data. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Stoke IP. The Stoke name and related logos are trademarks and service marks (“Marks”) of Stoke. Stoke Marks may not be used without advance written permission of Stoke.
    2. Customer Data. Stoke acknowledges that, as between Stoke and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Stoke a non-exclusive, royalty-free, perpetual, worldwide license to reproduce, distribute, create derivative works of, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for Stoke to provide the Services to Customer, use and display Customer Data incorporated within the Aggregated Statistics, improve the Service, conduct maintenance, and for any other purpose on behalf of Stoke or its affiliates. "Customer Data" means information, data, account data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services or that is accessible through the Customer Accounts or the API; Customer Data does not include Anonymized Data or Service Output, which is the exclusive property of Stoke.
    3. Feedback. Customer hereby assigns to Stoke on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest (including all copyrights and other intellectual property rights) in any feedback, suggestions or recommendations related to the Stoke IP ("Feedback"), which Stoke may use without restriction.
  9. Warranty Disclaimer.
    1. EXCEPT FOR SPECIFIC WARRANTIES STATED IN THIS AGREEMENT, THE STOKE IP IS PROVIDED "AS IS" AND STOKE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STOKE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STOKE MAKES NO WARRANTY OF ANY KIND THAT THE STOKE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  10. Indemnification.
    1. Customer shall indemnify, hold harmless, and defend Stoke from and against any losses, damages, liabilities, and costs (including attorneys’ fees)(“Losses”) resulting from any third-party claim based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement or by Customer’s agreements with third parties, including any use related to Customer’s Amazon and Shopify accounts; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Stoke or authorized by Stoke in writing; (iv) Customer Data, or (v) modifications to the Services not made by Stoke, provided that Customer may not settle any third-party claim against Stoke unless Stoke consents to such settlement, and further provided that Stoke will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
  11. Limitations of Liability.
    1. STOKE IS NOT LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER STOKE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. STOKE'S AGGREGATE MAXIMUM LIABILITY UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY IS EQUAL TO THE LESSER OF (1) THE AMOUNT DUE FROM AND PAID BY CUSTOMER FOR THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR (2) $1,000. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND STOKE'S SOLE LIABILITY UNDER THIS AGREEMENT. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN CUSTOMER KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  12. Term and Termination.
    1. Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until all the terms of all active Order Forms have expired. Each Order Form will automatically renew for additional subsequent terms equal to the term stated in the Order Form unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
    2. Termination. Customer may terminate this Agreement without cause on thirty (30) days’ notice to Stoke. Stoke may terminate this Agreement without cause upon notice to Customer. In addition to any other express termination right set forth in this Agreement, Stoke may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Stoke's delivery of written notice thereof, or if Customer breaches any of its obligations under Section 2. Either Party may terminate this Agreement, effective on written notice to the other Party, (i) if the other Party materially breaches this Agreement, and such breach remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of the breach or (ii) if the other Party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Stoke IP and shall delete, destroy, or return all copies of the Stoke IP and certify in writing to the Stoke that the Stoke IP has been deleted or destroyed. Customer will also take the actions required by Section 7 regarding Stoke Confidential Information. Expiration or termination will not affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
  13. Notices.
    1. All legal notices ("Notice") must be in writing and addressed, if to Customer, to the address in the Order Form(including any email address), and if to Stoke, to the address on the first page of this Agreement, to the attention of “Legal” (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email if provided in the Order Form, or certified or registered mail (in each case, return receipt requested, postage pre-paid).
  14. Force Majeure.
    1. Stoke is not liable or deemed in breach of this Agreement for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Stoke's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, action or inaction of a third party, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
  15. Applicable Law, Binding Arbitration, and Class Action Waiver.
    PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE CUSTOMER TO AGREE TO RESOLVE ALL DISPUTES BETWEEN THE PARTIES THROUGH BINDING INDIVIDUAL ARBITRATION.
    1. The laws of the State of Washington will govern this Agreement and any disputes under it, without giving effect to any principles of conflicts of laws. Any controversy or claim arising out of or relating to this Agreement shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in King County, Washington. Any arbitration award may be entered in a court of competent jurisdiction. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly.
  16. Miscellaneous.
    1. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and representations regarding that subject matter. In the event of any inconsistency between the body of this Agreement and the Order Form, this Agreement takes precedence. Except as otherwise provided, no amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by Stoke of a term or condition set forth in this Agreement shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Stoke to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect. Customer may not assign any of its rights or delegate any of its obligations without the prior written consent of Stoke. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Sections 2(a)(last sentence), 2(b), 4 and 6 to 13 will survive any termination or expiration of this Agreement, as well as any that by their nature are intended to survive.