Effective as of October 28, 2024
WELCOME TO SUPERFRAME! PLEASE READ THIS TERMS AND CONDITIONS AGREEMENT (THE “TERMS AND CONDITIONS”) CAREFULLY. THE TEXT BOXES AT THE BEGINNING OF EACH SECTION BRIEFLY SUMMARIZE THE SECTION. THE TEXT BOXES ARE PROVIDED FOR YOUR CONVENIENCE ONLY, BUT IT IS YOUR RESPONSIBILITY TO READ THE ENTIRE TERMS OF USE.
By executing an ordering document for the Superframe Service that references the Agreement and is signed by both parties (each, an “ORDER FORM”), THE CUSTOMER IDENTIFIED ON SUCH ORDER FORM (“CUSTOMER”) ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS, AND AGREES TO be bound by, THESE TERMS and conditions WITH superframe, INC., (“superframe”). THE TERMS AND CONDITIONS AND ANY ORDER FORM(S) EXECUTED HEREUNDER WILL BE REFERRED TO HEREIN COLLECTIVELY AS THE “AGREEMENT”.
Superframe Service
SUPERFRAME PROVIDES MODERN CUSTOMER REALTIONSHIP MANAGEMENT SOFTWARE.
The Superframe Service is a modern Customer Relationship Management (CRM) platform. It is designed to store information about business contacts, active deals, and other types of information that pertain to sales, partnership, or other business processes. It integrates with other business applications like marketing automation, email and calendar, call transcription, and many other categories of software. It also provides reporting and automation capabilities.
Provision of Superframe Service
SUPERFRAME WILL PROVIDE CUSTOMER WITH ACCESS TO THE SUPERFRAME SERVICE, WHICH MAY ONLY BE USED FOR INTERNAL BUSINESS PURPOSES, AS WELL AS CERTAIN SUPPORT SERVICES, ADMINISTRATION SERVICES, AND ANY PROFESSIONAL SERVICES ORDERED BY CUSTOMER UNDER A WORK ORDER. IF CUSTOMER SIGNS UP FOR A TRIAL, SUPERFRAME MAY DISCONTINUE THAT TRIAL AT ANY TIME.
2.1 Subscription to the Superframe Service. Subject to the terms and conditions of the Agreement, full and timely payment of all applicable Fees (as defined below), and any restrictions set forth in an Order Form, Superframe hereby grants to Customer a non-sublicensable, non-transferable (except as provided in Section 13), non-exclusive right to access and use theonline service delivered by Superframe to Customer using Superframe’s proprietary CRM product and hosted service (the "Superframe Service”) (as each is further described on an Order Form) solely for Customer’s internal business purposes. Customer acknowledges and agrees that Superframe has the exclusive right to decide how to develop the Superframe Service or any part thereof. Superframe may, in its sole discretion, remove or add features to the Superframe Service at any time without any claims to compensation or any other remedies by Customer. Superframe expressly disclaims all liability and responsibility for the performance of any external hardware, telecommunications services, software, or internet service, or for the performance or availability of the internet itself.
2.2 Technical Support and Administration Services. Subject to the terms of the Agreement, Superframe shall use commercially reasonable efforts designed to (a) maintain the availability and security of the Superframe Service; and (b) provide 8am – 5pm (PST) email support at help@superframe.com, excluding federal holidays. Superframe will use commercially reasonable efforts to provide the integration, onboarding, configuration, and other Superframe Service administration services set forth in an Order Form (“Administration Services”). Each Order Form will describe the scope of Administration Services to be provided to Customer in accordance with Customer’s applicable service plan. Additional Administration Services requested by Customer outside such scope may incur additional overage fees at the rates set forth on the applicable Order Form (or, if no such rates are provided, at Superframe’s then-current rates for such Administration Services).
2.3 Professional Services. Customer may request custom development, project management, or other professional services (collectively, “Professional Services”) from Superframe. Where the parties have agreed to Superframe’s provision of Professional Services, the details of such Professional Services will be described in a mutually executed work order which incorporates the terms and conditions of this Agreement (each, a “Work Order”). Each Work Order will include: (i) a description of the Professional Services to be provided; (ii) the schedule for the performance of the Professional Services; (iii) the ownership rights with respect to the work product resulting from the performance of the Professional Services (and if no such provision is provided, all ownership rights are and shall be vested in Superframe immediately); and (iv) the Fees to be charged in connection with the Professional Services.
2.4 Trial Services. From time to time and in its sole discretion, Superframe may offer limited free access to certain aspects of the Superframe Service (for purposes of this Section, “Trial Services”) so that Customer can test whether such portions of the Superframe Service meet Customer’s needs. Because Trial Services are limited and are provided free of charge, to the extent permitted by law, (a) Superframe makes Trial Services available to Customer solely “AS IS” without any warranties of any kind (and Superframe is under no obligation to provide Customer with support for Trial Services); (b) Superframe may discontinue the Trial Services or Customer’s ability to use them at any time, with or without notice and without any further obligations to Customer; (c) Customer agrees that Superframe’s indemnification obligations under Section 10 do not extend to any claims related to Customer’s use or inability to use the Trial Services; and (d) Customer agrees that Superframe’s support obligations under Section 2.2 do not apply to Customer’s use of the Trial Services. Except as expressly stated in this Section 2.4, the Trial Services shall be subject in all respects to the terms and conditions of the Agreement. Superframe may allow Customer to continue using the Superframe Service provided as Trial Services on a paid basis, but Customer’s continued use is subject to the payment of the applicable Fees in accordance with Section 5, and the balance of the Agreement.
Onboarding and Connected Services
CUSTOMER WILL HAVE THE ABILITY TO CONNECT CUSTOMER’S SUPERFRAME ACCOUNT TO CERTAIN BUSINESS SYSTEMS, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS ALL RIGHTS AND AUTHORITY NECESSARY TO DO SO.
3.1 Connected Services. In order to access some features and functions of the Superframe Service, Customer will need to link certain third-party platforms connected to, or integrated with, the Superframe Service by or on behalf of Customer (“Connected Services”) to the Superframe Service. By granting Superframe access to any Connected Service, (a) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith (if applicable) and/or to grant Superframe access to such Connected Services, (b) Customer represents and warrants that it is in good standing with respect to such Connected Services, and (c) Customer acknowledges that Superframe may access any data collected from, or provided by, any Connected Service (“Connected Service Data”) so that it may be used in accordance with the terms of the Agreement. Customer further acknowledges and agrees that each Connected Service, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Service. While Superframe will use commercially reasonable efforts designed to maintain the functionality of any integrations, including integrations to Connected Services, Superframe will have no liability for any bugs contained therein, or the unavailability of any integration or Connected Service, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Service.
3.2 Integrating Connected Services. Customer acknowledges and agrees that in order to properly onboard to the Superframe Service and make full use of the features and functions of the Superframe Service, Customer will need to integrate or connect to Connected Services with the Superframe Service. The Superframe Service has certain prebuilt integrations readily available. In the event any integrations are required to be developed, Superframe may create such integrations in accordance with the terms set forth on and any mutually agreed upon Order Form.
Public sources, such as government agencies, public records, social media platforms, and other publicly available sources.
Data providers, such as data brokers, information services and data licensors.
Customer's Use of the Superframe Service
CUSTOMER MUST DESIGNATE AN ADMINISTRATOR TO SERVE AS THE PRIMARY POINT OF CONTACT WITH SUPERFRAME. SUCH ADMINISTRATOR MUST HAVE THE RIGHT AND AUTHORITY NECESSARY TO BIND THE CUSTOMER.
SUPERFRAME IMPOSES LIMITATIONS ON CUSTOMER’S USE OF THE SUPERFRAME SERVICE AND MAY UPDATE THE RESTRICTIONS FROM TIME TO TIME. FURTHER, CUSTOMER IS SUBJECT TO CERTAIN RESTRICTIONS IN ITS USE OF THE SUPERFRAME SERVICE. PLEASE REVIEW THEM CAREFULLY PRIOR TO ACCESSING AND USING THE SUPERFRAME SERVICE.
4.1 Access and Security Guidelines. Customer will designate one (1) or more of its personnel or representatives who are permitted by Customer to access to Customer’s account (each, a “User”) as the responsible party for communication with Superframe and adding or removing Users (the “Administrator”). Customer represents and warrants that the Administrator has the authority to bind Customer. Customer may change the Administrator by giving notice to Superframe. Each User will be provided access to and use of the Superframe Service through confidential account credentials. Customer will be responsible for all uses of its account. Customer will ensure that all Users comply with the terms of the Agreement and will promptly notify Superframe of any unauthorized use or access to its account. User seats may not be shared amongst other Users.
4.2 Restrictions. Customer will not, and will not permit any User or third party to: (a) reverse engineer, disassemble or decompile any component of the Superframe Technology otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Superframe Technology unless such restriction is not permitted by law; (b) interfere in any manner with the operation of the Superframe Technology or the hardware and network used to operate the Superframe Service or attempt to gain or enable unauthorized access to the Superframe Technology or its related systems; (c) sublicense any of Customer’s rights under the Agreement, or otherwise use the Superframe Technology for the benefit of a third party or to operate a time sharing or service bureau; (d) modify, translate, copy or make derivative works based on any part of the Superframe Technology; (e) remove any proprietary notices or labels from the Superframe Technology; (f) upload, store, post, email, transmit or otherwise make available by any means any viruses, malware, Trojan horses, or any other similar harmful software; (g) impersonate any person or entity or otherwise misrepresent Customer’s relationship with any person or entity; (h) engage in any fraudulent activity or further any fraudulent purpose; (i) access or use the Superframe Technology for the purposes of developing products or services that conflict or compete with the Superframe Service; and (j) otherwise use the Superframe Technology in any manner that exceeds the scope of use permitted under the Agreement. As used here, “Superframe Technology” means the Superframe Service, including all derivatives, enhancements, and improvements in and to each of the foregoing, Documentation, any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Superframe in the performance of any Administration Services related to the integration, implementation, connection and/or onboarding of any Connected Service, and all software and Superframe proprietary information and technology used by Superframe or provided to Customer in connection with the Superframe Service. Unless otherwise expressly provided by an applicable Work Order, “Superframe Technology” also includes any technology, coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Superframe in the performance of any Professional Services.
4.3 Modifications. For the avoidance of doubt, Superframe reserves the right to monitor use of Superframe Technology and, from time to time and in its sole discretion, implement additional restrictions and limitations on Customer’s and Users’ use of Superframe Technology without notice.
Fees, Payment and Suspension of Services
CUSTOMER WILL PAY SUPERFRAME ALL FEES SET FORTH ON THE APPLICABLE ORDER FORM, AS WELL AS ANY APPLICABLE TAXES.
5.1 Generally. Customer will pay Superframe the fees set forth on the applicable Order Form or Work Order(“Fees”) in accordance with the terms set forth thereon. In the event Customer exceeds the Superframe Service usage allowances or the scope of Administration Services as defined by the applicable Order Form, Customer will be invoiced for such overages in accordance with the rates set forth in the Order Form (or, if no such rates are provided, at Superframe’s then-current rates for such overages), on a pro-rated basis. All Fees owed by Customer in connection with the Agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with the Agreement, except for employment taxes and taxes based on Superframe’s income. Interest accrues from the due date at the lesser of 1.5% per month or the highest rate allowed by law. Superframe reserves the right (in addition to any other rights or remedies Superframe may have) to discontinue the Superframe Service and suspend Customer’s access to the Superframe Service or provision of Professional Services, if applicable if any Fees set forth in the applicable Order Form or Work Order are more than thirty (30) days overdue until such amounts are paid in full. Customer shall maintain complete, accurate and up-to-date Customer billing and contact information.
5.2 Payment Via Credit Card. If Customer is purchasing a subscription to the Superframe Service via credit card, debit card or other payment card (“Payment Card”), the following terms apply:
Payment Processor. Superframe is integrated with certain third-party payment processors (each a “Payment Processor”) to accept payment by Customer. Superframe currently uses Stripe, Inc., as its Payment Processor. Customer agrees to be bound by Stripe’s privacy policy and terms of service (Stripe’s Privacy Policy is currently accessible at https://stripe.com/us/privacy and its Terms of Service agreement is currently accessible at https://stripe.com/ssa). Customer hereby consents and authorizes Superframe and any of our Payment Processors to share any information and payment instructions Customer provides to the minimum extent required to complete Customer’s transactions. Superframe is not responsible for error by the Payment Processor. By choosing to make payments utilizing the Payment Processor, Customer agrees to pay to the Payment Processor all charges by the Payment Processor, in accordance with the applicable payment terms. Such charges may include state and local sales tax, the amount of which varies. Customer agrees to verify any information requested by Superframe or the Payment Processor for purposes of acknowledging or completing any payment for which Customer is responsible, and will immediately notify Superframe of any change in Customer’s billing address or the credit card or other payment information used for payments hereunder.
Recurring Billing Authorization. Customer’s Payment Card agreement governs its use of the designated Payment Card. By providing Superframe with Payment Card information, Customer agrees that Superframe is authorized to invoice and charge Customer’s account for all fees and charges due and payable to Superframe and that no additional notice or consent is required.
Invalid Payment. If a payment is not successfully settled due to expiration of a Payment Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Superframe and Superframe may, in its sole discretion, (a) invoice Customer directly for the deficient amount, (b) continue billing the Payment Card once it has been updated by Customer (if applicable), or (c) terminate this Agreement.
Changing Credit Card Information. At any time, Customer may change its Payment Card information by contacting Superframe.
Confidential Information
EACH PARTY AGREES NOT TO USE OR DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
The receiving party agrees that it will not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under the Agreement. As used herein, “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under the Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. All Connected Service Data, and any other data uploaded or transmitted to the Superframe Service by or on behalf of Customer (collectively, “Customer Content”) is the Confidential Information of Customer. Confidential Information of Superframe includes information derived from or concerning the Superframe Service, any materials provided by Superframe to Customer that describe the features, functionality, or operation of the Superframe Service (collectively, “Documentation”) and the terms of the Agreement. The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Superframe Service. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner. Upon termination of the Agreement, the receiving party will return to the disclosing party or destroy all copies of the Confidential Information. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.
Ownership and Data
SUPERFRAME OWNS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE SUPERFRAME SERVICE AND RELATED SUPERFRAME TECHNOLOGY, ALL FEEDBACK PROVIDED BY CUSTOMER AND ITS USERS RELATED TO THE SUPERFRAME SERVICE AND RELATED SUPERFRAME TECHNOLOGY, AND ALL PERFORMANCE DATA.
CUSTOMER OWNS ALL CONTENT UPLOADED BY CUSTOMER TO THE SUPERFRAME SERVICE AND GRANTS SUPERFRAME THE RIGHT TO USE SUCH CONTENT TO PROVIDE THE SUPERFRAME SERVICE, THE ADMINISTRATION SERVICES, OR ANY PROFESSIONAL SERVICES, IF APPLICABLE.
7.1 Superframe Technology. Customer acknowledges that Superframe retains all right, title and interest in and to the Superframe Technology, and that the Superframe Technology is protected by intellectual property rights owned by or licensed to Superframe. Other than as expressly set forth in the Agreement, no license or other rights in the Superframe Technology are granted to the Customer.
7.2 Feedback. If Customer or any Users provide Superframe with any feedback, comments, suggestions, enhancements, recommendations, or other input concerning the Superframe Technology or any part thereof (collectively, “Feedback”), Customer hereby assign and/or procures Users to assign to Superframe all right, title, and interest in and to the Feedback, and agrees that Superframe is free to use the Feedback without payment, attribution, or restriction.
7.3 Customer Content. Customer retains all right, title and interest in and to the Customer Content. Customer hereby grants to Superframe a non-exclusive, worldwide, royalty-free and fully paid-up license to access and use Customer Content to provide the Superframe Service, the Administration Services, and the Professional Services (as applicable) to Customer.
7.4 Performance Data. Superframe retains all right, title and interest in and to any log files, metadata, telemetry data and other technical performance data automatically generated by the Superframe Service relating to the use, performance, efficacy, reliability and/or accuracy of the Superframe Service, which does not contain any personally identifiable information or Customer Content (collectively, “Performance Data”), and may collect and use Performance Data for any lawful purpose.
Term and Termination
THE TERM OF THE AGREEMENT COMMENCES UPON ACCESS OF THE SUPERFRAME SERVICE OR THE EFFECTIVE DATE OF THE INITIAL ORDER AND CONTINUES UNTIL ALL ORDER FORMS HAVE EXPIRED. THE TERM OF EACH ORDER FORM (INCLUDING ANY TRIAL TERM) IS SET FORTH ON THE ORDER FORM.
EITHER PARTY CAN TERMINATE THE AGREEMENT OR ANY ORDER FOR UNCURED MATERIAL BREACH BY THE OTHER PARTY. UPON EXPIRATION OR TERMINATION, ALL FEES WILL IMMEDIATELY BECOME DUE AND PAYABLE, EACH PARTY WILL RETURN CONFIDENTIAL INFORMATION, AND CUSTOMER WILL HAVE THE RIGHT TO EXTRACT DATA FROM THE SUPERFRAME SERVICE FOR A PERIOD OF 30 DAYS.
Warranty; Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SUPERFRAME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES. PLEASE REVIEW THE WARRANTIES SET FORTH IN THIS SECTION CAREFULLY.
FURTHER, BECAUSE THE SUPERFRAME SERVICE RELIES ON CUSTOMER INPUTS, ARTIFICIAL INTELLIGENCE, AND THIRD-PARTY SERVICES, SUPERFRAME IS NOT RESPONSIBLE FOR ANY OUTPUTS PROVIDED TO CUSTOMER.
9.1 Limited Warranty. During the Term, Superframe warrants that the Superframe Service, when used as permitted by Superframe and in accordance with the Documentation, will operate as described in the Documentation in all material respects. If Customer notifies Superframe of any breach of the foregoing warranty, Superframe shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to repair and fix the non-conforming service.
9.2 Customer Warranties. Customer represents and warrants on behalf of it and its Users that: (a) Customer has all right, power and authority to grant any rights under the Agreement; (b) Customer will comply with all applicable law, and it has obtained all consents, licenses and permissions required by Customer to grant the rights and perform any obligations under the Agreement; and (c) Customer will use up to date, industry standard anti-virus software to check for and prevent any viruses, malware, Trojan horses, or any other similar harmful software from being introduced into the Superframe Technology.
9.3 Disclaimer. Except as expressly provided in Section 9.1, and to the maximum extent permitted by applicable law: (a) the Superframe Technology and any results or outputs of the Administration Services and Professional Services are provided “as is” and “as available”, and (b) Superframe and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
9.4 Connected Services. Customer acknowledges that Superframe has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Services or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Service Data. Customer further acknowledges that, as a result, Superframe will not be for any inaccuracies, losses or other liabilities arising from or related to any notifications, results, records or other outputs created or provided by the Superframe Service (collectively, “Outputs”) that are based on the Connected Service Data. Accordingly, Superframe makes no representations or warranties with respect to the accuracy, timeliness, reliability or completeness of any Outputs. Superframe will have no liability with respect to any Outputs, any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any Outputs, or any downtime, unavailability, inaccuracies or failures of any Connected Services.
Indemnity
CUSTOMER WILL BE RESPONSIBLE FOR THIRD-PARTY CLAIMS AND RESULTING LIABILITY ARISING FROM CUSTOMER’S USE OF THE SERVICES.
Solely to the extent permitted under applicable law, if any action is instituted by a third party against Superframe relating to (a) Customer’s breach or alleged breach of Section 2.1 or 4.2, (b) Customer’s use of the Superframe Service in violation of any applicable laws, rules or regulations, (c) any claim arising from a Connected Service, or (d) Customer Content. Customer will defend such action at its own expense on behalf of Superframe and shall pay all damages attributable to such claim which are finally awarded against Superframe or paid in settlement of such claim. This subsection states the sole and exclusive remedy of Superframe and the entire liability of Customer for the claims and actions described herein.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERFRAME WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR AMOUNTS IN EXCESS OF THE FEES PAID TO SUPERFRAME IN THE 12 MONTHS PRECEDING THE CLAIM, SUBJECT TO CERTAIN LIMITED EXCLUSIONS. PLEASE READ THESE CLOSELY.
To the extent permitted by law, in no event shall Superframe be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to the Agreement. In no event shall Superframe’s or Customer’s aggregate, cumulative liability in any way relating to the Agreement exceed the amount of fees actually received by Superframe from Customer pursuant to the applicable Order Form during the twelve (12) months preceding the claim. the parties would not have entered into the Agreement but for such limitations. The following limits on liability do not apply to (a) death or personal injury caused by a party’s negligence or willful misconduct, (b) customer’s indemnification obligations, (c) customer’s breach of its confidentiality obligations herein, or (d) any fees owed by customer.
Arbitration
THE PARTIES AGREE TO USE ARBITRATION TO RESOLVE ANY CLAIMS BETWEEN THE PARTIES.
Any dispute, controversy, or claim arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, by one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Each party agrees to pay its own costs and share equally in the cost of the arbitrator but the prevailing party shall be entitled to recover its reasonable attorneys’ fees. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. This arbitration provision, and the arbitration itself, will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et. seq. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
General Provisions
SUPERFRAME MAY USE CUSTOMER’S NAME AND LOGO TO IDENTIFY CUSTOMER AS A CLIENT. SUPERFRAME IS LOCATED IN CALIFORNIA, SO THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA. CUSTOMER MAY NOT ASSIGN THIS AGREEMENT EXCEPT AS SET FORTH BELOW. NOTICES WILL BE GIVEN TO THE RESPECTIVE PARTY’S ADDRESS SET FORTH ON THE ORDER FORM. ONCE EXECUTED, THE ORDER FORM, TOGETHER WITH THESE TERMS AND CONDITIONS, CONSTITUTE A VALID AND BINDING AGREEMENT, ENFORCEABLE AGAINST THE PARTIES.
Superframe may use Customer’s name and logo on Superframe’s website and in Superframe’s promotional materials to identify Customer as a Customer of Superframe. Customer may not assign any rights or obligations arising under the Agreement, without the prior written consent of Superframe; except that Customer may assign the Agreement without consent of Superframe in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Superframe may freely assign the Agreement or any of its rights or obligations hereunder. Any attempted assignment or transfer in violation of the foregoing will be null and void. Customer agrees that Superframe may subcontract certain aspects of the Superframe Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Superframe of any of its obligations hereunder. The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Any notice under the Agreement must be given in writing to the other party at the address set forth on the Order Form. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent by recognized courier service. The Agreement (as modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. Only a writing signed by both parties may modify it. In the event that any provision of the Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of the Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The parties to the Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by the Agreement. The Order Form may be executed in counterparts, which taken together shall form one legal instrument.