SUPA Terms of Use

 

TERMS OF USE

Last modified on May 26, 2017

 

  1. Introduction, Definitions, and Acceptance

 

These Terms of Use (the “TOU”) govern your use of the Supa Services. The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Services.

 

You must accept these TOU in order to create a SUPA account and use the SUPA Services.  By using the Services or any part thereof and/or visiting our Websites, you hereby agree to be bound by these TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, please do not create a SUPA account, visit our Website or use the Services. If you have downloaded an Application and do not agree to all the provisions of the TOU, please delete the Application from your Device. The TOU are a legal and binding agreement between you and us. Any rights not expressly granted herein are reserved.

 In the context of an Application, these TOU are equivalent to an “End User License Agreement” or “EULA”.

SUPA reserves the right, at any time and without prior notice, to modify or replace the TOU and/or any portion thereof. Any changes to the TOU can be found at this URL or any other URL SUPA so designates. It is your responsibility to check the TOU periodically for changes. Your use of the Services following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect your relationship with us, you may be notified via the email associated with your account or otherwise through the SUPA Services.

 If you have any questions about the TOU, please contact: SUPA Legal Services at legal@SUPA.ai

 Definitions:

Please refer to the definitions below for clarification.  Additional definitions may be made throughout these TOU.  They will be recognizable as they will be capitalized, bolded, and in quotation marks. Capitalized terms not defined herein shall have the meanings assigned to them in the Privacy Policy. The definitions found in these TOU shall also apply to the Privacy Policy.

 Apparel” means the SUPA POWERED apparel which can be worn while using the Services, and which form an integral part thereof.

Application(s)” means the mobile applications made available by Supa, including the SUPA.AI app for iOS as well as any updates and upgrades thereto which SUPA may provide to you or make available to you from time to time, or that you obtain after the date you obtain your initial copy of any Supa Application, to the extent that such items are not accompanied by separate terms of use.

Device” means any computer, mobile device, tablet or wearable technology (such as the Apple Watch) which you may use to access the Application as part of the Services.

Firmware” means the software embedded in the SUPA Products including the SUPA Reactor and/or Apparel.

Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Product(s)” means any product made available by SUPA, whether by purchase on the Website or otherwise, including Apparel, the SUPA Reactor and any portion or combinations thereof.

Representatives” means SUPA and its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns.

Services” means any materials, products, hardware, software or firmware that SUPA developed or develops in the future and/or which SUPA provides or may provide to users. The Services include but are not limited to, SUPA user accounts, Websites, Applications, and/or Products (including Apparel and the SUPA Reactor and any Firmware embedded therein) and the use thereof, and any portion thereof (including, the Supa Properties) whether used alone or in combination with each other.

SUPA” means SUPAspot Inc., a Delaware incorporated company in the USA. Where the present TOU refer to “SUPA”, it may refer to SUPA or its employees, officers, directors, subcontractors, agents or representatives (including Representatives), and its affiliates or subsidiaries, depending on the context. Any reference to “we”, “our”, or “us” in these TOU shall also refer to SUPA. In these TOU, a Services user may be referred to as “you”. When a Services user has created a SUPA account and is logged in to the Services, they may be referred to as a “Logged-in User”. If you make a purchase of and/or use any Products you may be referred to as a “Customer”.

Supa Properties” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials (or any portion thereof) that are posted, generated, provided or otherwise made available through the Services to you.

SUPA Reactor” means the hardware device which tracks certain biometric information during your workouts and everyday life, and forms an integral part of the Services.

Third Party Application Distributor” means the application distribution system you used to download the Application (i.e., the iOS App Store, or Google Play Store).

Website(s)” means any websites which are owned and operated by SUPA (including www.supa.ai), and includes all subdomains, present, past and future.

2. General Code of Conduct for Use of the Services

By using the Services, you agree to:

a.  Not use the Services in any manner that in any way violates these TOU;

b.  Not use the Services in any manner that violates any Intellectual Property Rights of SUPA or any third party;

c.  Not use the Services in any manner to propagate spam, including, but not limited to, unsolicited advertising or bulk electronic mail or messages, including by linking to a spam or phishing website;

d. Not use the Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to SUPA or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of SUPA, other Services users, or any other third party;

e.  Not: (i) take any action that imposes or may impose (as determined by SUPA in its sole discretion) an unreasonable or disproportionately large load on SUPA’s (or its third party providers’) infrastructures; (ii) interfere or attempt to interfere with the proper functioning of the Services or any activities conducted on or through the Services; (iii) bypass any measures SUPA may use to prevent or restrict access to the Website or Services or any element thereof; (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website or Application; or (v) harvest or scrape any content from the Website or Application;

f. Use the Services in good faith and in compliance with all applicable local, provincial, national, and international laws.

3. Use of the Services, Licenses and Restrictions

a. The Services are intended for your personal, non-commercial use. SUPA grants you the non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Supa software and Applications solely and exclusively for your personal non-commercial use, or the use of any other third party accessing your SUPA account or Device with your permission.

b. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services (including servers or networks connected to the Websites or Applications), nor may you use the Services in any manner that could interfere with any other party’s use and enjoyment of the Services. 

c. You agree that you are solely responsible for (and that SUPA has no responsibility to you or to any third party for) your use of the Services, any breach of your obligations under these TOU, and for the consequences (including any loss or damage, direct or indirect, which SUPA may suffer) of any such breach. Where a third party uses the Services on your Device, you are solely responsible for conforming to these TOU and any breach thereof shall be your responsibility.

e. The rights granted to you in this section of the TOU are subject to the following restrictions: (1) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion thereof including, but not limited to any SUPA Properties; (2) you shall not frame or utilize framing techniques to enclose any SUPA Properties; (3) you shall not use any metatags or other “hidden text” using SUPA’s name or trademarks; (4) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (5) you shall not access the Services in order to build a similar or competitive product, application or service; (6) except as expressly permitted herein, the Services may not be copied, reproduced, communicated to the public, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (7) you shall not remove or destroy any copyright, trademark, service mark or other proprietary rights notices contained on or in or accompanying the Services. Any unauthorized use of the Services terminates the licenses granted by SUPA pursuant to these TOU.

f. All updates and upgrades to the Services will be governed by the version of these TOU published by SUPA as of the date you install such update or upgrade. You agree, however, that we are not obligated to create or provide any support, corrections, updates, upgrades, bug fixes, or enhancements of the Services (including any Applications or Firmware).

4. Privacy Policy and Permissions for the Application

a. Our Privacy Policy explains how SUPA treats your Personal Information (as that term is defined in the Privacy Policy) and protects your privacy when you use the Services. By installing, accessing or using the Services you explicitly agree to the use of your data and/or Personal Information in accordance with the Privacy Policy, which may be updated from time to time and without notice.

b. By using the Services you consent to those information collection and usage terms.

c. In addition to personal and non-identifiable information, the Privacy Policy also describes how the Application accesses functions of the Device that are not part of the Application and developed by third parties. These are known as permissions, and you agree that SUPA has the right to access third-party computer code on the Device in this manner and as described in the Privacy Policy.

5. Accessing and Downloading an Application from a Third Party Application Distributor, and Related Acknowledgements

a. When you download an Application, you are also subject to the Terms of Service and Privacy Policy of the Third Party Application Distributor you used to download the Application. We strongly suggest reading those documents prior to installing the Application. SUPA shall in no way be held responsible for any losses or damages, whether pecuniary or otherwise, to you or any third party for your failure to adhere to the terms of services and/or privacy policy of any Third Party Application Distributor when downloading and/or using the Application.

b. You acknowledge that Third Party Application Distributor has no obligation whatsoever to furnish any maintenance and support Services with respect to the Application. 

c. The Third Party Application Distributor will have no warranty obligation whatsoever with respect to the Application. As between SUPA and the Third Party Application Distributor, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of SUPA, or as further specified and limited hereinafter. 

d. You and SUPA acknowledge that, as between SUPA and the Third Party Application Distributor, the Third Party Application Distributor is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

e. You and SUPA acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, SUPA, not the applicable Third Party Application Distributor, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, as specified in section 3 above and/or elsewhere in this TOU. 

f. You and SUPA acknowledge and agree that the Third Party Application Distributor, and their subsidiaries, are third party beneficiaries of these TOU as related to your license of the Application, and that, upon your acceptance of these TOU, the Third Party Application Distributor will have the right (and will be deemed to have accepted the right) to enforce these TOU as related to your license of the Application against you as a third party beneficiary thereof.

g. You acknowledge that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

 

h. Without limiting any other of these TOU, you must comply with all applicable third party terms of agreement when using the Application.

i. You acknowledge that updates to an Application are subject to the approval of the applicable Third Party Application Distributor, and SUPA shall not be held responsible for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from any delay in the approval of updates by such Third Party Application Distributor.

      6. Accounts, Passwords and Logged-in Users

      a. Basic Account Information and Passwords

In order to fully use the Services, you may be required to create an account and provide SUPA with certain information including your email address, height, weight, gender and date of birth. This submitted information may be referred to in the present TOU or the Privacy Policy as “Account Information”.

As part of the account registration, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be ascertained by third parties.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session of the Services and not leave a logged-in account unattended for any period of time. SUPA will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your account information and accessing your account through any means, and disclaims any responsibility in this regard.

     b. Social Networking Services Accounts

You may link your account with certain third-party social networking services (a “SNS Account”) by either (1) providing your SNS Account login information to SUPA; or (2) allowing SUPA to access your SNS Account, if either or both methods of access are permitted under the applicable terms and conditions that govern your use of each SNS Account. By linking your account with your SNS Account, you represent that you are entitled to disclose your SNS Account login information to SUPA and grant SUPA access to your SNS Account without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating SUPA to pay any fees or making SUPA subject to any usage limitations imposed by such third party service providers. Please note that your relationship with the social networking service providers associated with your SNS accounts is governed solely by your agreements with such social networking service providers.

7. Description and Authorized Use of the Services and Medical and Health Disclaimers

        a. Use of the Services

You shall be responsible for any data charges incurred from your wireless carrier or other data provider associated with the use of the Services, if applicable.

You may use the Services if you are over 13 years of age and are not barred from receiving services under applicable law.

      b. Medical and Health Disclaimers Regarding the Services

By using the Services, you acknowledge and agree that you are not suffering from any health-related condition or disease which would be adversely affected by using the Services.  If you rely on any Services or Supa Properties, you do so solely at your own risk.

The following disclaimers are made notwithstanding the generality of the Disclaimer of Warranties and Limitation of Liability sections found further in these TOU, and are intended to supplement and clarify those sections.

SUPA does not offer medical advice. Any content accessed through the Services is for informational and educational purposes only and are not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Services should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult a doctor or other qualified healthcare provider if you have any questions about a medical condition, or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not forego or delay obtaining professional medical advice because of information accessed through the Services. Call 911 or your doctor for all medical emergencies.

You understand that the Services are not designed, intended, authorized, or warranted to be suitable for use in the following manner (each an “Unauthorized Application”): primary health monitoring, life support applications, devices or systems; direct life support machines; military or space equipment requiring radiation hardened components; and Enhanced 911 or the E911 emergency calling systems. You warrant that you will not use the Services for or with any Unauthorized Applications, and you further agree to, without limitation, defend, indemnify, and hold harmless SUPA from and against any and all claims, suits, actions, proceedings, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with your breach of this sub-section 7b. or any other section of these TOU. You further acknowledge and agree that SUPA has no obligation to monitor your use of the Services or any vital signs, or biometric information, or any other information uploaded by or through the Services to SUPA’s servers, and that the SUPA has no obligation to take any action in response to such information.

Exercising may include some risks and training results will vary. You should consult a qualified medical professional (and, if you are pregnant, an ob-gyn) before starting to use the Services or any fitness program. Not all exercise plans are suitable for everyone. Immediately discontinue any exercise that causes you pain, severe discomfort, excessive fatigue, nausea, dizziness, or shortness of breath and consult a medical professional. 

The Application training suggestions:

SUPA and its Representatives assume no responsibility for personal injury or property damage sustained by or through the use of the Services (including the training suggestions provided as part thereof). SUPA does not guarantee any training results from the use of the Services.

SUPA Services are not intended to diagnose, cure, mitigate, treat or prevent any disease or other health condition. In addition to training intensity, the data provided by the Services may be affected by a variety of other factors, including for example, medications for heart conditions, blood pressure, psychological conditions, asthma, breathing, etc., as well as some energy drinks, alcohol, and nicotine.

We recommend you do not use the Services during contact or combat sports or activities including, but not limited to, football, hockey, boxing, martial arts, rugby and/or wrestling. Although the Services may be capable of following you during such contact or combat sports and activities, there are risks of serious injuries in case of heavy contact with the SUPA Reactor and connectors, and it may injure other players and opponents in case of heavy or violent contacts. In addition, the practice of contact or combat sports and activities involve risk of serious injuries, disabilities or even death, with or without the use of the Services. Not all risks are foreseeable. If, despite having been cautioned against such use, you choose to use the Services in any contact or combat sports and activities, you understand that shall not be liable for any injury, death, property damage, or for special, incidental or consequential damages alleged to be caused in whole or in part by the use of the Services, and you hereby release and waive any claims, in law or equity, that you may otherwise have against SUPA in connection with such injury, death or damage.

8. Purchases of Products on the Website

If you are making a purchase of a Product, you declare being above 13 years old or the age of majority in your jurisdiction and having the legal capacity to make a purchase, including the capacity to use any credit card used for the purchase. Any Product or Service ordered shall remain our property until you fulfill all your obligations towards us, namely until the full payment of the price, plus any taxes, interest or additional charges as applicable.

Descriptions, images, references, features, content, specifications, products, prices and availability of Products are subject to change without notice. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, provincial, state, federal, and international laws in regard to the possession, use, and sale of any Product purchased through the Website or the Application. By placing an order, you represent that the Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Product or Service (or any portion thereof); to bar any user from making any or all purchases; and to refuse to provide any user with any Product.

a. Prices and Taxes

All prices of Products are in U.S. dollars that may be converted to other currencies by Shopify at the time of payment processing, depending on your country of origin and/or credit card account agreement. Prices are displayed on the individual product page and do not include sales taxes (if applicable), which may be displayed during the checkout process, depending on your location. Prices are exclusive of all others costs including additional shipping options, which shall be noted during the checkout process. If you have provided a valid coupon or discount code, it shall be applied and displayed during the checkout process.

In the event that a Product is mistakenly listed at an incorrect price or an incorrect discount is applied, SUPA reserves the right to refuse or cancel any orders placed listed at the incorrect price or at an incorrect discount. SUPA reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and/or the Customer's credit card charged. If the Customer has already been charged for the purchase and the order is cancelled, SUPA shall issue a credit to the credit card used to make the purchase in the amount of the incorrect price (plus any taxes and / or additional fees as applicable).

b. Customs Duties and Foreign Taxes

Orders for Products purchased through the Website or Application may be subject to additional taxes and customs duties applicable upon the parcel’s arrival at a foreign (outside of USA) destination. You shall be responsible for and bear the possible customs duties and taxes related to the delivery of a Product that is ordered from outside the USA. SUPA shall not be responsible for checking and informing you of the applicable customs duties and taxes in your country. We strongly suggest that you seek this information from the competent authorities in your country prior to making a purchase.

c. Availability

We accept orders for Products subject to availability of inventory. If, despite of our vigilance, the Product(s) requested is/are not available, we shall promptly inform you of their unavailability by e-mail or phone. SUPA shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any Product being out of stock, or the delays resulting therefrom.

d. Return Policy

All sales of the Products are final and SUPA does not accept returns of Products at this time. 

e. Product Warranty

Your purchase and use of Products (and use of the Services related thereto) is covered by the SUPA Product Warranty, which is hereby incorporated by reference in these TOU as if recited at length.

9. Proprietary Rights

You acknowledge that: (a) the Applications, SUPA Reactor, Apparel and Website contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) SUPA and/or third parties own all right, title and interest in and to the Application, SUPA Reactor, Apparel and Website and content that may be presented or accessed through the Services and Website, including without limitation all Intellectual Property Rights therein and thereto. The Application and Firmware is being licensed to you and you hereby acknowledge that no title or ownership in the Application or Firmware is being transferred or assigned and these TOU should not be construed as a sale of any rights in the Application or Firmware. All rights not specifically granted under these TOU are reserved to SUPA and its licensors.

The content, arrangement and layout of the Website and Applications, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and computer code are proprietary to SUPA, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of SUPA, or as permitted by the functionality of the Website or Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Website or Application, computer code, images, logos, videos, audio or trademarks found in the Website, SUPA Reactor, Apparel or Application or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and SUPA may take action accordingly.

The above paragraph further applies to third party property used as part of the Website, SUPA Reactor or Application, including but not limited to third party computer code. For the purposes of the present section, “computer code” includes source code, object code, frameworks, CSS or JavaScript files, templates, modules, or any similar files.

If you choose to communicate to SUPA suggestions for improvements to the Website or Services (collectively, “Feedback”), SUPA shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to SUPA and waive in favor of SUPA, its successors and assign all your moral rights in the Feedback, and agree to provide SUPA such assistance as SUPA may require to document, perfect, and maintain SUPA’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to SUPA, you are not entitled to any compensation or reimbursement of any kind from SUPA under any circumstances.

10. Interruption of Service

From time to time, the Website or Services may be. While we will endeavour to make this unavailability as brief as possible, SUPA and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website or Services, and disclaims any responsibility thereto.

11. Termination of the Website or Services and the TOU

You agree that SUPA, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, terminate your account, or otherwise terminate your access to or use of the Website or Services (or any part thereof), immediately and without notice, for any reason, including, without limitation, if SUPA believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy.

SUPA may also, in its sole discretion and at any time, discontinue providing the Website or Services, or any part thereof, with or without notice. You agree that SUPA shall not be liable to you or any third party for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from termination of your access to the Website or Services, or from SUPA’s termination of the Website or Services, or any part thereof.

Termination of the Website or Services or your access to the Website or Services shall terminate the present TOU as between you and SUPA. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

12. External Links

From time to time, SUPA may provide links to other websites or services. Links from the Website or an Application may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. SUPA provides those links as a convenience to you and SUPA takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and/or Privacy Policy of any website or service you visit. SUPA does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites (whether for free or for purchase) or the third parties operating those websites.

In no way will SUPA be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Website or Application or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.

13. Disclaimer of Warranties

You expressly understand and agree that your use of the Services, the information thereon (whether provided by SUPA or third parties) or any activity arising from your use of the Services or the information thereon or the materials downloaded therefrom is at your sole risk. The Services, any materials downloaded therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your Device or computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Services or any other functionalities of the Services, or losses or damages (financial or otherwise) resulting from (i) your use of the Services, the information thereon, any materials downloaded therefrom, or (ii) any activity arising from the use of the Services, the information thereon or any materials downloaded therefrom.

SUPA shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission provided through the Services.

SUPA expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Services, the information thereon or any materials downloaded therefrom, and any third party materials will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. SUPA, and its directors, officers, employees, agents, suppliers, partners and subcontractors do not warrant that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content or software available at or through the Services is free of viruses or other harmful components; or (iv) the results of using the Services or any content downloaded therefrom will meet your requirements.

14. Limitation of Liability

SUPA shall not be liable and assumes no responsibility for any loss or damages, pecuniary or otherwise, arising from or in relating to the information on the Services or downloaded therefrom, the use of the Services, activities arising from your use of the Services, or any third party materials available through the Services.

To the maximum extent permitted by law, in no event will SUPA: (i) be liable for any indirect, incidental, extraordinary, consequential, special, punitive or exemplary damages (including, without limitation, loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to the Services or your use, misuse or inability to use the Services, even if SUPA has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in whether in contract, warranty, tort, negligence, strict liability or under any other legal theory.

IN NO EVENT WILL SUPA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO SUPA FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SUPA, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPA AND YOU.

15. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by SUPA or its agents or subcontractors, you agree to indemnify, defend and hold harmless SUPA, or its affiliates and their representatives, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Services or the information thereon or information downloaded therefrom; (ii) your participation in any activities arising from the Services or the information thereon or information downloaded therefrom; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

16. Governing Laws and Jurisdiction

Use of the Services, and the TOU and Privacy Policy, shall be governed by and construed in accordance with the laws of New York in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and SUPA shall be brought exclusively in the courts located in New York, USA. The foregoing choice of jurisdiction and venue shall not prevent SUPA from seeking injunctive relief with respect to a violation of intellectual property rights, or enforcement or recognition of any award or order in any appropriate jurisdiction.

17. Miscellaneous Provisions