The Subscription Services provided to Customer are non-exclusive, non-transferable (except as provided in Section 17.4), and are for Customer’s internal business use only. Customer’s right to use the Subscription Services is conditional upon the following. Customer may not:

2.1. Transfer to any other person any of its rights to use the Subscription Services;

2.2. Sell, rent or lease the Subscription Services;

2.3. Make the Subscription Services available to anyone who is not an “Authorized User”. An Authorized User is an employee of Customer, or of a person to whom Customer has outsourced services, who is authorized to access the Software in accordance with the appropriate Usage Metric and service description;

2.4. Create any derivative works based upon the Subscription Services. Software or Documentation;

2.5. Copy any feature, design or graphic in, or reverse engineer the Software;

2.6. Access the Subscription Services in order to build a competitive solution or to assist someone else to build a competitive solution;

2.7. Use the Subscription Services in a way that violates any criminal or civil law;

2.8. Load test the Subscription Services in order to test scalability;

2.9. Disclose results of any benchmark tests of the Subscription Services, including the Software, without SUPER’s prior written consent; or, exceed the usage limits listed in the Order Form.

2.1.0 By installing or accepting to use Trueloader , The Customer agrees that SUPER can use the customer’s brand, logo, name and other common materials for advertisement purposes. The Customer also provides rights for SUPER to use their brand, name, logo and other common materials as a reference of use in social media and other customers.

2.1.1 The Customer agrees and provides full rights to SUPER, that SUPER can publish that the “Customer is their customer”.

3.1. Customer must provide all data for use in the Subscription Services, and SUPER is not obliged to modify or add to the Customer Data. Customer is solely responsible for the content and accuracy of the Customer Data.

3.2. The Customer Data belongs to Customer, and SUPER makes no claim to any right of ownership in it.

3.3. Customer must provide any notices and obtain any consents related to use of the Subscription Services and SUPER’s provision of such services, including those related to the collection, use, processing, transfer and disclosure of personal information, SUPER reserves the right to provide the Subscription Services from locations, and/or through use of subcontractors, worldwide.

3.4. SUPER reserves the right to remove or disable access to any Customer Data that violate any criminal or civil law, including data that violate privacy rights or constitute an infringement of intellectual property or other proprietary rights. SUPER shall have no liability to Customer in the event that SUPER takes such action.

3.9. SUPER holds no responsibility to any loss or corruption of data or information arising due to the use of its cloud services.

3.10. Customer must be responsible to secure any and all the data that belongs to the customer, SUPER only provides various technologies and services to the Customer in order for the Customer to authenticate, authorize and connect to their various data stores and services to manage their data.

3.11. SUPER does not guarantee the integrity or quality of data, Any data related issues belongs to the Customer and its solely the responsibility of the Customer to manage their data.

SUPER warrants that:
(i) the Subscription Services will function substantially as described in the Documentation; and
(ii) SUPER owns or otherwise has the right to provide the Subscription Services to Customer under this Agreement. The remedies set out in this Section 4 are Customer’s exclusive remedies for breach of the above warranties.

4.1. If the Subscription Services do not function substantially in accordance with the Documentation, SUPER must, at its option, either
(i) modify the Subscription Services to conform to the Documentation; or
(ii) provide a workaround correction to the Software consistent with the design and functionality of the Software as set forth in the Documentation. If neither of these options is commercially feasible, either party may terminate the relevant Order Form under this Agreement, in which case SUPER shall refund to Customer all fees prepaid to SUPER under the relevant Order Form for unused Subscription Services.

4.2. If the normal operation, possession or use of the Subscription Services by Customer results in a Legal Action (defined below) or is otherwise found to infringe any third party U.S. intellectual property right or SUPER believes that this is likely, SUPER must, at its option, either
(i) obtain a license from such third party for the benefit of Customer;
(ii) modify the Subscription Services so that they no longer infringe; or
(iii) if neither of these options is commercially feasible, terminate the relevant Order Form under this Agreement, in which case SUPER shall refund to Customer all fees prepaid to SUPER under the relevant Order Form for unused Subscription Services.

4.3. However, SUPER has no warranty obligations for:

4.3.1. Problem in the subscription service cause by corrupt or inconsistent data of the customer;

4.3.2. Inability of the customer to use the subscription service in any way.

4.3.3. Customer’s change of decision.

Customer must provide SUPER with all information, access, and full good faith cooperation reasonably necessary to enable SUPER to deliver the Professional Services, and must do anything that is identified in the Statement of Work as Customer’s responsibility. If Customer fails to do this, SUPER will be relieved of its obligations to the extent that the obligations are dependent upon Customer’s performance.

SUPER solely owns the intellectual property in the Deliverables. Upon payment in full of any amounts due for Professional Services, Customer shall have a non-exclusive, non-transferable right to use the Deliverables for Customer’s internal business purposes. This right shall continue for so long as, and be subject to the same terms and conditions as the right to use the Subscription Services.

7.1. If the normal operation, possession or use of the Deliverables by Customer results in a Legal Claim or is otherwise found to infringe any third party U.S. intellectual property right or SUPER believes that this is likely, SUPER must, at its option, either
(i) obtain a license from such third party for the benefit of Customer;
(ii) modify the Deliverables so that they no longer infringe; or
(iii) if neither of these options is commercially feasible, terminate the relevant Order Form under this Agreement, in which case SUPER shall refund to Customer all unused fees prepaid to SUPER under the relevant Order Form for the infringing portion of the Deliverables.

7.2. However, SUPER has no warranty obligations for:

7.2.1. Deliverables that have been modified by Customer or any third party, unless the modification has been approved in writing by SUPER; or,

7.2.2. Problems in the Deliverables caused by any third party software or hardware, by accidental damage or by other matters beyond SUPER’s reasonable control.

10.1. Either party may terminate rights granted under a particular Order Form if the other breaches any material term of the Order Form (including a material term of this Agreement insofar as it applies to the Order Form) and the breach is not cured within 30 days of written notice. Customer’s breach of Section 2.9 of this Agreement shall be considered a material breach, if not cured within 30 days of SUPER’s notification of such excess usage (e.g. by payment of additional fees).

10.2. In the circumstance that Customer has breached a material term of the agreement, instead of terminating rights granted to a Customer under an Order Form pursuant to section 10.1 above, SUPER may suspend the provision of Subscription Services to Customer for a period of up to 45 days. At any time during that period, SUPER may terminate the rights granted to Customer.

10.3. Sections 2.4, 2.5, 3.3, 7, 8, 9, 10, 12, 13, 14, 15 and 17 continue after this Agreement ends.

10.4. If SUPER terminates an Order Form under this Agreement because of non-payment by Customer, all unpaid fees for the remainder of the Subscription Term immediately fall due for payment.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES (INCLUDING SOFTWARE AND DOCUMENTATION) AND PROFESSIONAL SERVICES (INCLUDING DELIVERABLES) ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND SUPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPER DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

SUPER must indemnify Customer, its affiliates, directors and employees from any damages finally awarded or agreed to in settlement against Customer (including, without limitation, reasonable costs and legal fees incurred by Customer) arising out of any third party suit, claim or other legal action alleging that the use of the Subscription Services, Documentation or Deliverables by Customer infringes any copyright, trade secret or United States patent, (“Legal Action”). SUPER must also assume the defense of the Legal Action.

14.1. However, SUPER shall have no indemnification obligations for any Legal Action arising out of:
(i) a combination of the Subscription Services, Software or Deliverable with software or products not supplied, or approved in writing by SUPER;
(ii) any repair, adjustment, modification or alteration to the Subscription Services by Customer or any third party, unless approved in writing by SUPER; or
(iii) any refusal by Customer to install and use a non-infringing version of the Subscription Services, or Deliverable offered by SUPER under Section 4.2(ii). Section 4.2(ii) and this Section 14 state the entire liability of SUPER with respect to any intellectual property infringement by the Subscription Services, Software or Deliverable.

14.2. Customer must give written notice to SUPER of any Legal Action no later than 30 days after first receiving notice of a Legal Action, and must give copies to SUPER of all communications, notices and/or other actions relating to the Legal Action. Customer must give SUPER the sole control of the defense of any Legal Action, must act in accordance with the reasonable instructions of SUPER and must give SUPER such assistance as SUPER reasonably requests to defend or settle such claim. Customer may employ its own counsel to assist it with respect to any such claim. Customer must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with SUPER or its counsel. SUPER shall be relieved of its indemnification obligation under Section 14 if Customer materially fails to comply with Section 14.2.

Customer must indemnify SUPER, its affiliates, directors, and employees from any damages finally awarded against SUPER (including, without limitation, reasonable costs and legal fees incurred by SUPER) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Customer Data, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Customer Data (“Legal Claim”).

15.1. SUPER must give written notice to Customer of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim, and must give copies to Customer of all communications, notices and/or other actions relating to the Legal Claim. SUPER must give Customer the sole control of the defense of any Legal Claim, must act in accordance with the reasonable instructions of Customer and must give Customer such assistance as Customer reasonably requests to defend or settle such claim. Customer must conduct its defense at all times in a manner which is not adverse to SUPER’s interests. SUPER may employ its own counsel to assist it with respect to any such claim. SUPER must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Customer or its counsel. Customer shall be relieved of its indemnification obligation under Section 15 if SUPER materially fails to comply with Section 15.1.

16.1. SUPER may list Customer as a customer and use Customer’s logo on SUPER’s website, on publicly available customer lists, and in media releases.

17.1. This Agreement together with any Order Form or Statement of Work hereunder, represent the entire agreement of the parties, and supersede any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and an Order Form, the Order Form will prevail. If there is a conflict between the Agreement and a Statement of Work, the Agreement will prevail.

17.2. This Agreement may not be changed or any part waived except in writing by the parties.

17.3. This Agreement will be governed by the substantive and procedural laws of U.S. Government. Customer and SUPER agree to submit to the exclusive jurisdiction of, and venue in, the courts in any dispute arising out of or relating to the Agreement.

17.4. Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement or any Order Form or Statement of Work hereunder without the prior written consent of SUPER. SUPER may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all, or substantially all of Customer’s assets, or to an assignment that is part of a genuine corporate restructure. Any assignment in breach of this Section is void.

17.5. Customer must not export or re-export, directly or indirectly, any Subscription Services, Documentation or SUPER Confidential Information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations.

17.6. SUPER is an independent contractor and both SUPER and Customer agree that no partnership, joint venture, or agency relationship exists between us. Each party will be responsible for paying our own employees, including employment related taxes and insurance.

17.7. SUPER may audit Customer’s use of the Subscription Services. Customer agrees to cooperate with SUPER’s audit and provide reasonable assistance and access to information. Any such audit will not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s use of the Subscription Services in excess of its rights. If Customer does not pay, SUPER can end Customer’s Subscription Services and the Agreement. Customer agrees that SUPER will not be responsible for any of its costs incurred in cooperating with the audit.

17.8. Customer understands that SUPER’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of SUPER and are not SUPER’s agents. SUPER is not liable for nor bound by any acts of such business partner, unless the business partner is providing services as an SUPER subcontractor on an engagement ordered under this Agreement.

17.9. If Customer has a dispute with SUPER or if Customer wishes to provide a notice under the Indemnification by SUPER, Subscription Services Warranties and/or Professional Services Warranties sections of this agreement, or if Customer becomes subject to insolvency or other similar legal proceedings, Customer will promptly send written notice to: SUPER Po Box 441, Center Valley, PA 18034, Attn. Director of Legal Affairs.

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.

19.1. “Customer Data” means any electronic information stored in the Software database or transferred between applications.

19.2. “Deliverables” means object code, source code, flow charts, documentation, information, reports, test results, findings, and any works and other materials developed by SUPER for Customer as identified “deliverables” under the scope of Professional Services defined in a Statement of Work.

19.3. “Documentation” means user documentation provided electronically by SUPER for use with the Subscription Services, as periodically updated.

19.4. “Order Form” means a document provided by SUPER and signed by Customer that describes SUPER’s service offering being ordered by Customer.

19.5. “Professional Services” means the consulting, development and other professional services identified on a Statement of Work, but does not include the Subscription Services.

19.6. “Statement of Work” means a document provided by SUPER and signed by Customer that describes the Professional Services to be provided by SUPER to Customer.

19.7. “Software” means the software to which SUPER permits access to authorized users as part of the Subscription Services, including without limitation the agent desktop installer. The functionality of the Software is described in the Documentation provided by SUPER as part of the Subscription Services under an Order Form.

19.8. “Subscription Services” means SUPER’ s remote hosted services identified in an Order Form, including access to related Software and Documentation, and any modifications periodically made by SUPER, but does not include the Professional Services.

19.9. “Subscription Term” means the period identified in the Order Form during which SUPER is required to provide Customer with the Subscription Services.

19.10. “Usage metric” means the service metric definitions and rules defined in the Order Form