This site is owned and operated by Supra Technologies Limited, Vistra Corporate Services Centre, Wickhams Cay II, VG1110, Road Town, Tortola, British Virgin Islands.
“Account” means Your account for use of the Services. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Purchased Services” means Services that You or Your Affiliates purchase from Us via the Site. “Services” means the online, Web-based applications and platforms provided by Us via app.SupraScoop.com, www.SupraScoop.com and/or other affiliated websites, including any updates, enhancements, new features to such applications and platforms. “Site” means www.SupraScoop.com and other affiliated websites. “Users” means employees and third parties who have been authorized by You to use the Services and who have been supplied user identifications and passwords by You (or by Us at Your request). “We,” “Us”, or “Our” means SupraScoop, Inc. (“SupraScoop”). “You” or “Your” means the company or other legal entity that is entering into this Agreement with SupraScoop, including Affiliates of that company or entity.
2.1. Services. We will make the Purchased Services available to You pursuant to this Agreement and the
selections you make via the Site. You agree that Your purchase of the Purchased Services is neither
contingent upon the delivery of any future functionality or features of the Services nor dependent on any
oral or written public comments made by Us regarding such future functionality or features.
2.2. Telecommunications and Internet Services. You acknowledge and agree that Your use of the Services is dependent upon access to telecommunications and Internet services. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. We shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services.
3.1. Your Responsibilities. You acknowledge and agree that the Services are for Your internal business
purposes only. Except as expressly provided herein or as necessary for Your permitted use of the Services,
you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create
derivative works from, transfer, or sell any software, products, services, data or information obtained from
or generated by the Services. You shall (i) be responsible for Your and Your Users’ compliance with this
Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of all of Your Data
electronic data or information submitted by You in connection with the Services (“Your Data”) and for the
means by which You acquire Your Data; (iii) use commercially reasonable efforts to prevent unauthorized
access to or use of the Services and notify Us promptly of any such unauthorized access or use; and (iv) use
the Services only in accordance with the applicable law and government regulations.
3.2. Your Data. You are solely responsible for Your use of the Services and for any and all of Your Data. You may not use the Services to upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs or “spam” messages. You understand and agree that you take all risks associated with any OF YOUR DATA AND ANY Content accessed or made available to others through your Account, and We disclaim any and all liability in this regard.
3.3 Third Party Service Providers. You acknowledge that the Services allow You to access and use content and services offered by third parties (e.g., Twitter and Facebook) (collectively, “Third Party Service Providers”). You agree to comply with the relevant terms and conditions of any such Third-Party Service Providers. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE MERELY A PLATFORM THAT ALLOW YOU TO ACCESS, USE AND INTERACT WITH THIRD PARTY SERVICE PROVIDERS. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIONS UNDER YOUR ACCOUNT, INCLUDING, BUT NOT LIMITED TO, ANY POSTS TO YOUR ACCOUNTS WITH THIRD PARTY SERVICE PROVIDERS MADE VIA YOUR ACCOUNT ON THE SERVICES.
3.4. Responsibility for Your Data. In the event of any loss or corruption of any of Your Data that is stored on or processed by the Services, we shall use our commercially reasonable efforts to restore the lost or corrupted Your Data from the latest backup of such Your Data that We maintain in accordance with our standard archival procedures. YOU ACKNOWLEDGE AND AGREE THAT OUR EFFORTS TO RESTORE LOST OR CORRUPTED YOUR DATA PURSUANT TO THIS SECTION 3.4 SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE LIABILITY IN THE EVENT OF ANY LOSS OR CORRUPTION OF YOUR DATA.
You shall not:
(i) make the Services available to anyone other than Users, (ii) sell, resell, rent, lease or create derivative works based on the Services; (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (iv) reverse engineer the Services; (v) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (vi) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Services or third party data contained therein; (viii) attempt to gain unauthorized access to the Services or their related systems or networks; or (ix) use the Services in violation of applicable law or any third party agreements to which You are bound. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.1. Fees. You shall pay all fees specified on the Site in connection with the Purchased Services. Except as
otherwise specified herein or on the Site: (i) fees are quoted and payable in United States dollars; (ii)
fees are based on services purchased and not actual usage; and (iii) payment obligations are non-cancelable
and fees paid are non-refundable.
4.2. Payment. You will provide Us with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, you authorize Us to charge such credit card for all Services you purchase via the Site. Such charges shall be made in advance, either monthly or in accordance with any different billing frequency you select via the Site. You are responsible for maintaining complete and accurate billing and contact information in the Services.
4.3. Overdue Charges. If payment of any fees or charges is not received from You by the due date, then at Our discretion: (i) such payment, fees or charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the due date until the date payment is actually received; and/or (ii) We may condition future renewals of Your use of the Services on payment terms shorter than those specified in Section 4.2.
4.4. Suspension of Service and Acceleration. If any amount owed by You under this Agreement or any other agreement for Our services is 14 or more days overdue (or 10 or more days’ overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your payment obligations so that they become immediately due and payable, and suspend Our Services to You until such amounts are paid in full.
4.5. Payment Disputes. We shall not exercise Our rights under Section 4.3 or Section 4.4 if the applicable payment, fees or charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
4.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.1. Ownership of Services. The Services and content therein are protected by copyright, trademark, and
other laws of the United States and foreign countries. You acknowledge and agree that the Services and
content therein, including all associated intellectual property rights, are the exclusive property of
SupraScoop and Our licensors. Subject to the limited rights expressly granted hereunder, we reserve all
rights, title and interest in and to the Services and all related intellectual property rights. No rights
are granted to You hereunder other than as expressly set forth herein.
5.2. Ownership of Your Data. As between Us and You, you exclusively own all rights, title and interest in and to all of Your Data.
5.3. Suggestions. You grant Us a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You or any of Your Users relating to the Services. It will be solely Your responsibility to obtain from Your Users the rights necessary to grant the foregoing license to Us, if any.
5.4. Federal Government End Use Provisions. If We provide the Services to any unit or agency of the U.S. Government, then, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), the U.S. Government’s rights in the Services will be limited to those rights customarily provided to the public, as defined in this Agreement.
6.1. Definition of Confidential Information. As used herein, “Confidential Information” means all
confidential information disclosed by You or Us (“Disclosing Party”) to the other (“Receiving Party”),
whether orally or in writing, that is designated as confidential or that reasonably should be understood to
be confidential given the nature of the information and the circumstances of disclosure. Your Confidential
Information includes, without limitation, Your Data. Our Confidential Information includes, without
limitation, the Services. The Confidential Information of both You and Us includes, without limitation,
business and marketing plans, technology and technical information, product plans and designs, and business
processes disclosed by either You or Us, as applicable. However, Confidential Information shall not include
any information that: (i) is or becomes generally known to the public without breach of any obligation owed
to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party; (iii) is received by the Receiving
Party from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was
independently developed by the Receiving Party without use of Confidential Information of the Disclosing
6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. You agree to keep all log-in identifications and passwords confidential and not to transfer or disclose them to other individuals or third parties. You shall bear the responsibility for breaches of this Section by any of Your employees, contractors or agents irrespective of whether the breach occurs during or after the period of the employment, agency or contractor relationship.
6.3. Protection of Your Data. We shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not: (i) modify Your Data, (ii) disclose Your Data except as compelled by law in accordance with Section 6.4 or as expressly permitted in writing by You; or (iii) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
6.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so; provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
You assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. We shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Us by You in connection with the Services or any actions taken by Us at Your direction. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
8.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”)
made or brought against You by a third party alleging that the use of the Services as permitted hereunder
infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for
any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with
any such Claim; provided that You: (i) promptly give Us written notice of the Claim; (ii) give Us sole
control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the
settlement unconditionally releases You of all liability); and (iii) provide Us with all reasonable
assistance, at Our expense. We shall have no obligation to defend or indemnify You to the extent that a
Claim is based on: (a) modification of the Services by anyone other than Us or Our designee; (b)
combination, operation or use of the Services with Your or a third party’s applications, software or
systems, unless the foregoing were furnished by Us; or (c) use of the Services other than in accordance with
the terms of this Agreement.
8.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party in connection with Your Data or Your use of the Services, including, but not limited to, allegations that Your Data or Your use of the Services breaches this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates any privacy rights or applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided that We: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide You with all reasonable assistance, at Your expense.
8.3. Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.
NEITHER WE NOR OUR LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR OPERATION OF THE SERVICES INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY LOSS OF DATA, REVENUE, PROFITS, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, OR FOR THE LOSS OF USE OF ANY SERVICES, OR FOR ANY INTERRUPTION OF BUSINESS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THE TOTAL monthly fees paid by YOU to us IN THE TWELVE-MONTH PERIOD PRECEEDING THE date a CLAIM OR ACTION for liability arises hereunder. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.1. Term of Agreement. This Agreement commences on the date that you first accept its terms (in the manner
described herein) and, unless terminated earlier in accordance with its terms, continues until the
performance of all Purchased Services has been completed or the terms and conditions under which such
Purchased Services were performed have expired or have been terminated, whichever is earlier.
10.2. Term of Purchased Services. Purchased Services commence on the start date specified the selections you make via the Site and continue for the subscription term specified therein. Most subscription terms for the Purchased Services consist of recurring periodic charges as agreed to by You (e.g., monthly). By entering into this Agreement, you acknowledge that Your subscription has a recurring payment feature and You accept responsibility for all recurring charges prior to cancellation. The applicable subscription fee will be billed at the beginning of the paying portion of the subscription term and auto renew as set forth herein. If You sign up for a monthly subscription to the Purchased Services on the last day of any month (recognizing that not all months have the same number of days), Your billing cycle start date will be the last day of each succeeding month. We may also periodically authorize Your method of payment in anticipation of subscription fees or related charges. Subscriptions to the Purchased Services will be automatically extended for successive renewal periods for the same duration as the subscription term originally selected by You, at the then-current, non-promotional subscription rate. You may cancel your subscription to the Purchased Services at any time. Please see the Section below titled “Termination for Convenience” for further information. If the amount to be charged to Your Account varies from the amount You preauthorized (other than due to the imposition or change in the amount of state sales taxes), You have the right to receive, and We shall provide, notice of the amount to be charged and the date of the charge at least ten (10) days before the scheduled date of the transaction.
10.3. Termination for Cause. Either You or We may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days following notice thereof from the non-breaching party.
10.4 Termination for Convenience. You may cancel Your Account, or change, or cancel your subscription to the Purchased Services at any time through your Account settings. If You cancel Your subscription after the scheduled date of the recurring payment, your subscription will not be renewed after Your then current monthly term expires. Your non-termination or continued use of the Purchased Services reaffirms that We are authorized to charge your method of payment. We may submit those charges for payment and you will be responsible for such charges. This does not waive Our right to seek payment directly from You. We reserve the right to discontinue the Services or to change the Services at any time and without prior notice to You. In the event of such discontinuation by Us, we will refund any fees paid by You, prorated proportionally to the amount of time remaining in the then-current subscription period. For monthly subscriptions, that period is one month.
10.5. Payment upon Termination. Upon any termination by You for cause, we shall refund to You any prepaid fees covering the remainder of the term of all Purchased Services after the effective date of termination. Upon any termination by Us for cause, you shall pay any unpaid fees covering the remainder of the term of all Purchased Services after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.6. Return of Your Data. Upon termination of this Agreement for any reason, we shall have no obligation to maintain or return or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data stored in the Services or otherwise in Our possession or under Our control.
10.7. Surviving Provisions. Sections 1, 4, 5, 6, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
11.1. Assignment. You may not assign or transfer this Agreement, in whole or in part, without Our prior
written consent, and any attempted assignment or transfer, without such consent, shall be void. We may
assign or transfer this Agreement, at any time, in Our sole discretion. Subject to the foregoing, this
Agreement shall be binding upon and shall benefit the successors and permitted assigns of the parties.
11.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Isles (BVI), without regard to any conflict of laws rule or provision that would result in the application of the substantive law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The exclusive jurisdiction and venue for any action, suit or other proceeding, arising under this Agreement or the transactions contemplated hereby shall be the federal and state courts located in the British Virgin Isles (BVI), and both parties hereby consent to such jurisdiction and venue for such purpose.
11.3. Notices. All notices and other communications hereunder shall be in writing or by fax, and shall be deemed to have been duly given: (i) if delivered personally, (ii) if mailed by postage prepaid, certified mail, return receipt requested, (iii) if sent by recognized overnight courier (having package tracking) with next day delivery instructions, (iv) if sent by fax or (v) if emailed, in each case addressed as indicated below or otherwise by You to Us or to such other address as to which such party shall have notified the other in accordance with this Section 11.3.
11.4. Compliance with Laws. Each party shall comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, the export laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, you shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
11.5. Independent Contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
11.6. No Third-Party Beneficiaries. This Agreement is for the mutual and exclusive benefit of the parties hereto and shall not be deemed to be for the direct or indirect benefit of any third parties.
11.7. No Waiver; Non-exclusive Remedies. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Except as expressly stated in this Agreement, the exercise by either party of any remedy under this Agreement will not be exclusive and will not prejudice any other remedies to which it may be entitled under this Agreement or at law or in equity.
11.8. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be replaced with a valid and enforceable clause intended to affect the parties’ original intent to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
11.9. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder due to events beyond its reasonable control, including without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
11.10. Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties with respect to its subject matter and supersedes all prior communications, proposals, representations, agreements and understandings, whether written or oral, relating to its subject matter, unless You and We have executed a separate agreement relating to the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by a duly authorized representative of each party.
11.11. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Titles and headings of the sections and subsections of this Agreement are for reference purposes only and do not constitute terms or conditions of this Agreement.
11.12. Modification. We may update and change this Agreement from time to time. If we modify this Agreement, we will update the “Last Updated” date at the top of this Agreement and post a notice of the modification via the Site and Services. Continued use of the Services after we have posted a revised Agreement constitutes your consent to the modified Agreement.