Terms of Service

1. Eligibility and Account Registration

You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement to use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Accounts are created by invitation from LumberStax or your organization’s administrator. When you accept an invitation, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify LumberStax immediately of any unauthorized access to or use of your account.

2. Description of Service

LumberStax provides a cloud-based software-as-a-service platform designed for the lumber and building materials industry. The Service may include features such as purchase and sales orders, trucks and load documents, inventory, reading of uploaded mill invoices and load documents, customer invoicing, payments and receivables, email to customers and mills, notifications, reporting, a sawmill directory, and other tools as described on our website or in applicable documentation.

LumberStax reserves the right to modify, update, or discontinue any feature of the Service at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes.

3. Subscription Plans and Fees

Access to certain features of the Service may require a paid subscription. Subscription plans, pricing, and billing terms are described on our website or in the applicable Order Form or Master Services Agreement. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.

4. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated herein by reference. You agree not to use the Service for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Service.

5. Intellectual Property Rights

5.1 LumberStax Property. The Service, including all software, code, designs, text, graphics, logos, icons, images, and the compilation thereof, is the exclusive property of LumberStax or its licensors and is protected by intellectual property laws. You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service without our express written permission.

5.2 Your Content. You retain all ownership rights in the data and content you submit to the Service (“Your Content”). By submitting Your Content, you grant LumberStax a non-exclusive, worldwide, royalty-free license to use, process, store, and display Your Content solely to provide and improve the Service.

5.3 Feedback. If you provide feedback, suggestions, or ideas regarding the Service, you agree that LumberStax may use such feedback without any obligation to you.

6. Confidentiality and Non-Disclosure

You acknowledge that the Service, its features, performance data, and any technical information provided by LumberStax constitute confidential and proprietary information. You agree not to disclose, publish, or disseminate such information to any third party without LumberStax’s prior written consent.

7. Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, store, and protect your personal information. By using the Service, you consent to the data practices described in the Privacy Policy.

8. Third-Party Services and Integrations

The Service may integrate with or provide access to third-party services, APIs, or websites. LumberStax is not responsible for the availability, accuracy, or content of third-party services and does not endorse or assume liability for any third-party products or services.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LUMBERSTAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LUMBERSTAX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMBERSTAX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE. LUMBERSTAX’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LUMBERSTAX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless LumberStax, its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law; or (d) any content you submit through the Service.

12. Term and Termination

These Terms are effective upon your first access to the Service and continue until terminated. LumberStax may suspend or terminate your access at any time, with or without cause, upon notice. Upon termination, your right to use the Service immediately ceases. LumberStax will make your data available for export for thirty (30) days following termination.

13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Idaho, without regard to conflict of laws principles. Any dispute arising from these Terms shall first be resolved through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in Idaho under the American Arbitration Association rules. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Changes to These Terms

LumberStax reserves the right to update these Terms at any time. We will notify you of material changes by posting the updated Terms on our website or by email. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms.

15. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Order Forms or Master Services Agreement, constitute the entire agreement between you and LumberStax. If your organization has signed a Master Services Agreement with LumberStax, that agreement (with its Order Forms and Data Processing Addendum) governs your organization’s use of the Service and prevails over these Terms if they conflict.

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

Waiver. Failure to enforce any provision does not constitute a waiver.

Assignment. You may not assign these Terms without our prior written consent. LumberStax may assign these Terms in connection with a merger, acquisition, or sale of assets.

Contact Information. For questions regarding these Terms, contact LumberStax, LLC at legal@lumberstax.com.