Terms of Service

For purposes of this Agreement, the following terms have the following meanings:

“Authorized Users” means solely those individuals (i) who are authorized by you to access and use the Services or the Software pursuant to the rights or license granted to you under this Agreement, and (ii) for whom access to the Services or the Software has been purchased by you hereunder, as set forth on the Order Form.

“Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or any Authorized User or Affiliate through the Software or the Services. Your Data does not include Support Data.

“Data Protection Law” means any law applicable to Support Partners or you, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

“Documentation” means Support Partners’ end user documentation, if any, relating to the Software available at www.airfusion.ai.

“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.

“Fees” means the fees, including all taxes thereon, paid or required to be paid by Customer for the license granted under this Agreement.

“Google User Data” means any information Support Partners obtains through the Google Drive integration described in Section 22 of Article I, as more fully defined and governed by the section of the Privacy Policy titled “Google Drive Integration and Google User Data.”

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Microsoft User Data” means any information Support Partners obtains through the OneDrive integration described in Section 22 of Article I, as more fully defined and governed by the section of the Privacy Policy titled “OneDrive Integration and Microsoft User Data.”

“Order Form” means the order form filled out and submitted by or on behalf of Customer, and accepted by Support Partners, for Customer’s purchase of the license for the Services granted under this Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Software” means the product described in Customer’s Order Form in object code format, including any Updates provided to Customer pursuant to this Agreement.

“Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.

“Subcontractor” means any third party: (1) to whom Support Partners delegates its obligations under this Agreement, including an affiliate of Support Partners not contracting directly with you through an order; or (2) who, in performing under a contract between it and Support Partners or an affiliate of Support Partners, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or your Confidential Information.

“Support Data” means all data, including all text, sound, video, image files, or software, that are provided to Support Partners by or on behalf of you (or that you authorize Support Partners to obtain from the Software and the Services) through an engagement with Support Partners to obtain technical support for the Software or the Services covered under this Agreement.

“Support Partners IP” means the Software, the Services, the Documentation, the Site, and any and all intellectual property provided to you or any Authorized User or Affiliate in connection with the foregoing, including without limitation any information and technology used to provide the Software, the Services and the Site. For the avoidance of doubt, Support Partners IP does not include your Data.

“Third Party” means any Person other than you or Support Partners.

“Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Support Partners generally makes available free of charge to all end users of the Software.

By using the Services or Software provided by Support Partners under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement. You also agree to be bound by all amended terms and conditions of this Agreement. The terms and conditions of this Agreement, and your obligations under such terms, continue to apply to you even if you are no longer using the Software or Services. The terms of this Agreement, including the applicable order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any order, will survive termination or expiration, including all indemnity obligations and procedures. Support Partners reserves the right to update this Agreement with thirty (30) days’ written notice to you. Continued use of the Services or Software after the effective date of the revised terms constitutes acceptance of the changes.

You acknowledge and agree that, as between you and Support Partners, Support Partners owns all right, title, and interest, including all Intellectual Property Rights, in and to the Support Partners IP. You acknowledge and agree that the Support Partners IP is provided under license, and not sold, to you. You do not acquire any ownership interest in the Support Partners IP under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Support Partners and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Support Partners IP and all Intellectual Property Rights arising out of or relating to the Support Partners IP, except as expressly may be granted to you in this Agreement. You shall safeguard all Support Partners IP (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify Support Partners if you become aware of any infringement of Support Partners’ Intellectual Property Rights in the Support Partners IP and fully cooperate with Support Partners in any legal action taken by Support Partners to enforce its Intellectual Property Rights.

Support Partners acknowledges that, as between Support Partners and you, you own all right, title, and interest, including all Intellectual Property Rights, in and to your Data. You hereby grant to Support Partners a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your Data and perform all acts with respect to your Data as may be necessary for Support Partners to provide you with the Software or the Services hereunder. This license does not extend to Google User Data or Microsoft User Data, which Support Partners uses solely as described in Section 22 of this Article I and in the Privacy Policy.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

IN NO EVENT WILL SUPPORT PARTNERS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR THE SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUPPORT PARTNERS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SUPPORT PARTNERS’ AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SUPPORT PARTNERS PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO (a) A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR RELATED TO THE SERVICES, THE SOFTWARE, OR THIS AGREEMENT; AND (b) PARTICIPATE IN A CLASS ACTION, AND INSTEAD, AGREES THAT ANY AND ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS USING THE DISPUTE RESOLUTION PROVISIONS IN THIS AGREEMENT.

THE SOFTWARE AND DOCUMENTATION, THE SITE AND ALL SITE SERVICES, AND ANY RELATED SOFTWARE OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SUPPORT PARTNERS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, SITE, OR ANY SITE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SUPPORT PARTNERS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE OR SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. UNLESS OTHERWISE PROVIDED IN WRITING AND SIGNED BY AN AUTHORIZED AGENT OF SUPPORT PARTNERS, SUPPORT PARTNERS DOES NOT WARRANT THAT THE SOFTWARE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE, THE SITE OR ANY SITE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. SUPPORT PARTNERS DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, THE SITE OR ANY SITE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, OR THE QUALITY OR COMPLETENESS OF ANY SERVICES PROVIDED THROUGH THE SITE OR ITS USERS. EXCEPT AS OTHERWISE EXPLICITLY WRITTEN IN A DOCUMENT SIGNED BY AN AUTHORIZED AGENT OF SUPPORT PARTNERS, SUPPORT PARTNERS PROVIDES NO WARRANTY REGARDING THE SOFTWARE, GOODS OR SERVICES PURCHASED OR OBTAINED FROM THE SITE OR ANY THIRD PARTY ASSOCIATED OR AFFILIATED WITH SUPPORT PARTNERS. SUPPORT PARTNERS DOES NOT WARRANT OR GUARANTEE ANY OF THE SITE’S USERS’ COMPLIANCE WITH LAW. SUPPORT PARTNERS IS NOT RESPONSIBLE FOR THIRD PARTIES’ UNLAWFUL ACTIVITIES REGARDLESS OF WHETHER THE SITE’S SERVICES ARE INVOLVED.

You agree to release, indemnify, defend, and hold harmless Support Partners and all of its agents, affiliates, subsidiaries, licensors, and assigns from any and all claims, actions, proceedings or demands and all liabilities, claims, damages, losses, costs and expenses, including reasonable attorneys’ fees and expenses, made by any third party or relating to or arising under or from your violations of this Agreement, your submissions to the Site, the Software or Services provided through the Site or otherwise by Support Partners to you, your use of the Software or Services provided by Support Partners or your alleged violation of any rights of another. This indemnification provision shall not affect nor impair any person’s right to lawfully pursue claims against other users of the Site for their alleged violations of the law. Further, if Support Partners receives a subpoena based on your use of the Software or our Service, you hereby agree to and promise to indemnify Support Partners for all costs and expenses, including responsible attorneys’ fees incurred related to responding to the subpoena. This indemnification obligation is in addition to any other rights or remedies Support Partners may have in law or equity.

You agree that Support Partners shall have the right to participate in the defense of any claim asserted against Support Partners or involving the Software or the Services. You also agree that Support Partners shall be entitled to retain a counsel of Support Partners’ own choosing at your cost. You further agree to notify Support Partners of your knowledge of any claim against Support Partners or involving the Software or the Services. You agree to cooperate fully with Support Partners during such proceedings.

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

Except for injunctive relief, all disputes arising under or in connection with this Agreement shall be resolved exclusively through binding arbitration. Any party seeking to pursue arbitration shall give written notice to the other party of such election, summarizing in sufficient detail the basis of the dispute, at least ten (10) days before initiating arbitration. If you are located in the United States, the dispute shall be submitted for arbitration with JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, the arbitration shall be governed by the Laws of the State of Delaware, without regard to conflict of law principles, and shall be conducted in Phoenix, Arizona, unless otherwise agreed by the parties. If you are located outside of the United States, the dispute shall be submitted for arbitration to the International Court of Arbitration of the International Chamber of Commerce in accordance with its Rules of Arbitration, the arbitration shall be governed by the Laws of the United Kingdom, without regard to conflict of law principles, and shall be conducted in London, England, unless otherwise agreed by the parties. The language of the arbitration shall be English. Such arbitration shall be conducted, unless otherwise agreed, by a single arbitrator, who shall be a former judge. The award of the arbitrator may be confirmed or enforced in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover all costs incurred in connection with the proceeding, including reasonable attorneys’ fees. If any part of this Agreement is found to be illegal or unenforceable, then that part will be reduced in scope or modified only to the extent necessary to make it, and the remainder of the Agreement, legal and enforceable.

Unless prohibited by applicable law, you agree that any cause of action arising out of or related to the Services, the Software, or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred and shall be deemed released and waived by you.

You agree that as a material provision of this Agreement, that you will provide us detailed written notice of any claimed deficiencies and at least thirty (30) days to cure such alleged deficiency in our service prior to bringing any formal legal claim against us. You further agree that this provision is reasonable and helps aid us in providing high quality services and complying with applicable law. Should you violate this provision and fail to give us such notice, it shall constitute a breach of this Agreement and entitle us to all of our attorneys’ fees, court costs, and any related expenses associated with enforcing our right to the thirty (30) day cure period. This provision specifically applies to any and all claims under local, state, or federal law, and specifically includes claims related to the American with Disabilities Act.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section). You authorize Support Partners and its sponsors and affiliates to communicate with you to the full extent allowed by the Support Partners’ Privacy Policy. Such communication may include commercial e-mails and other notices describing changes, upgrades, new products and services or other information pertaining to the Services, the Site, or Support Partners. If you do not wish to receive bulk e-mail notices or announcements from Support Partners, please send us an e-mail at the e-mail address listed below. To the extent you do not wish to receive communication from our sponsors and affiliates, you should contact them directly. Notices that you send to us must be delivered via first class mail to the following address:

Support Partners USA, Inc.

8776 E. Shea Blvd.

#106-325

Scottsdale, Arizona 85260

You may also send us notices via e-mail to: hello@support-partners.com so long as you place “LEGAL NOTICE” in the subject line of the email. You authorize us to send any notices to you based on the contact information you provide us. We are not responsible if you fail to keep your contact information up to date.

The parties will treat all confidential information exchanged between the parties under this Agreement in accordance with the separate nondisclosure agreement (“NDA”) executed by the parties. If no separate NDA is in effect, the following provisions apply to the parties’ exchange of confidential information.

“Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, your Data, Support Data, the terms of this Agreement, and your account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.

Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

These obligations apply: (1) for your Data, until it is deleted by Support Partners; and (2) for all other Confidential Information, for a period of five (5) years after a party receives the Confidential Information.

We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Support Partners in exercising any right, power or privilege hereunder shall operate as a waiver. Similarly, Support Partners’ election to not assert its rights under this Agreement shall not preclude Support Partners from asserting its rights in the future.

You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Support Partners’ prior written consent, which consent Support Partners may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, to the extent you are a corporation, governmental organization, or other legal entity, any merger, consolidation, or reorganization involving you (regardless of whether you are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Support Partners’ prior written consent is required. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Support Partners may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

If Support Partners prevails in any action, suit, or proceeding arising from or based upon this Agreement, Support Partners shall be entitled to recover its reasonable attorneys’ fees in connection therewith in addition to court costs and other fees and disbursement incurred in such action, suit, or proceeding.

The headings in this Agreement are for convenience only. The heading of any Section shall not affect the interpretation of any provision of the rights or obligations of the parties.

This Agreement, together with the Order Form, our Terms of Use, our Privacy Policy, the AIR Fusion End User License Agreement (which applies to End-Users), and all other documents that are incorporated by reference herein, constitute the sole and entire agreement between you and Support Partners with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between this Agreement, our Terms of Use, our Privacy Policy, or the End User License Agreement, the terms of this Agreement shall govern.

Except as otherwise expressly provided herein, nothing in this Agreement is intended to confer upon any third party any rights, remedies, obligations, or liabilities.

For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Exhibits refer to the Sections of and Exhibits attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

The Software and the Services may allow you to connect third-party accounts, including a Google Account or a Microsoft account, so that you can import content into the Software from that third-party service (each, an “Integration”). The following terms apply to any Integration with Google Drive or OneDrive.

Google User Data is used, stored, and shared solely as described in the section of the Privacy Policy titled “Google Drive Integration and Google User Data,” which is incorporated into this Agreement by reference. Nothing elsewhere in this Agreement, including Section 3 of this Article I, authorizes any use of Google User Data inconsistent with that section.

Microsoft User Data is used, stored, and shared solely as described in the section of the Privacy Policy titled “OneDrive Integration and Microsoft User Data,” which is incorporated into this Agreement by reference. Nothing elsewhere in this Agreement, including Section 3 of this Article I, authorizes any use of Microsoft User Data inconsistent with that section.

Your use of any Integration is also subject to the separate terms of service and privacy policy of the relevant third party. You are responsible for complying with those third-party terms, and Support Partners is not a party to, and has no liability arising out of, your relationship with that third party.

You may disconnect an Integration, and may export or delete content you have imported through an Integration, at any time using the features made available in the Software, as further described in the Privacy Policy.

Support Partners may suspend, modify, or discontinue any Integration at any time, including where the relevant third party changes, restricts, or discontinues the application programming interface or terms on which the Integration depends, and will have no liability for any damage, liability, or loss you or any Authorized User or Affiliate may incur as a result.

Use of an Integration does not imply any endorsement, sponsorship, or affiliation between Support Partners and the relevant third party. Google, Google Drive, and related marks are trademarks of Google LLC, used in this Agreement solely to identify the Integration. Microsoft, OneDrive, and related marks are trademarks of the Microsoft group of companies, used in this Agreement solely to identify the Integration.

You represent and warrant that your Data does not, and you shall not use the Software or the Services to create, store, process, transmit, or distribute, any content that:

You agree that your order is an offer to buy, under this Agreement, all products and services listed in your Order Form (the “Services”). All orders must be accepted by us, or we will not be obligated to sell the Services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

The Services are licensed and not sold. Upon acceptance of an Order Form and subject to and conditioned on your payment of all Fees and compliance with this Agreement, Support Partners hereby grants you a non-exclusive, non-transferable limited license and right to access and use the ordered Services during the term of your subscription, solely for use by you and any Authorized Users or Affiliates in accordance with the terms and conditions herein. These licenses are solely for your own personal or internal business use and purposes and are nontransferable except as expressly permitted under this Agreement or applicable law. Support Partners shall provide to you the necessary passwords and network links or connections to allow you to access the Services.

Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in your Order Form, unless renewed. Licenses granted for Services billed periodically based on usage continue as long as you continue to pay for such usage of the Services. All other licenses become perpetual upon payment in full.

You may order the Services for use by your Authorized Users or Affiliates, in which case, the licenses granted to you under this Agreement will apply to such Authorized Users or Affiliates, but you will have the sole right to enforce this Agreement against Support Partners. You will remain responsible for all obligations under this Agreement and for your Authorized Users’ or Affiliates’ compliance with this Agreement and any applicable Order Form(s).

The total number of Authorized Users will not exceed the number set forth in any applicable Order Form or for whom access to the Services has been purchased by you through the Site. You shall ensure that access credentials for the Services are not shared with any unauthorized third-parties or among individuals who are not Authorized Users. Each Authorized User must have unique access credentials tied to their role, engagement, or employment with you. Notwithstanding the foregoing, you may elect to purchase an unlimited Authorized Users license under which there shall be no limitation on the permitted number of Authorized Users, subject to compliance with all terms and conditions of this Agreement.

Subject to the terms and conditions contained in this Agreement, Support Partners hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the term of your subscription, solely for your personal or internal business purposes in connection with your use of the Services.

You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users or Affiliates to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

The Services may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions, and you agree that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.

Support Partners reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Support Partners IP. The Services are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use the Services on a device do not give you any right to implement Support Partners’ patents or other intellectual property in the device itself or in any other software or devices.

Notwithstanding anything to the contrary in this Agreement, Support Partners may temporarily suspend your and any Authorized User’s or Affiliate’s access to any portion or all of the Services if: (i) Support Partners reasonably determines that (A) there is a threat or attack on any of the Support Partners IP; (B) your or any Authorized User’s or Affiliate’s use of the Support Partners IP disrupts or poses a security risk to the Support Partners IP or to any other customer or vendor of Support Partners; (C) you, or any Authorized User or Affiliate, is using the Support Partners IP for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Support Partners’ provision of the Services to you or any Authorized User or Affiliate is prohibited by applicable law; (ii) any vendor of Support Partners has suspended or terminated Support Partner’ access to or use of any third-party services or products required to enable you to access the Services; or (iii) in accordance with Section 11 of this Article II (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Support Partners shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Support Partners shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Support Partners will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User or Affiliate may incur as a result of a Service Suspension.

You may only transfer fully paid, perpetual licenses to (1) your Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving you or your Affiliate. Upon such transfer, you must discontinue accessing and using the licensed Services and destroy or render unusable any copies of the Documentation in your possession. You must notify Support Partners of a license transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this Section are void.

Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this Section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).

Except as otherwise expressly authorized in this Agreement, Customer shall not, and shall require its Authorized Users not to, directly or indirectly:

Customer is responsible and liable for all uses of the Software and Documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Customer or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

The Software may include access controls, authentication requirements, or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under this Agreement. Customer shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such security feature.

On Support Partners’ written request, Customer shall conduct a review of its and its Authorized Users use the Software and certify to Support Partners in a written instrument signed by an officer of Customer that it is in full compliance with this Agreement or, if Customer discovers any noncompliance:

Customer shall immediately remedy such noncompliance and provide Support Partners with written notice thereof. Customer shall provide Support Partners with all access and assistance as Support Partners requests to further evaluate and remedy such noncompliance.

If Customer’s use of the Software exceeds the number of Authorized Users permitted under the license, Support Partners shall have the remedies set forth in subsection (d) of this Section.

During the Term, Support Partners may, in Support Partners’ sole discretion, audit Customer’s use of the Software to ensure Customer’s compliance with this Agreement. Support Partners also may, in its sole discretion, audit Customer’s account activity and usage logs within twelve (12) months after the end of the Term to confirm that Customer and its Authorized Users have ceased accessing and using the Software as required hereunder. The Customer shall fully cooperate with Support Partners’ personnel conducting such audits and provide all reasonable access requested by Support Partners to relevant records and personnel.

If any of the measures taken or implemented under this Section 5 determines that the Customer’s use of the Software exceeds or exceeded the use permitted by this Agreement then:

Customer shall, within thirty (30) days following the date of such determination by Customer or Support Partners’ written notification thereof, pay to Support Partners the retroactive Fees for such excess use and, unless Support Partners terminates this Agreement pursuant to Section 5(d)(iii), obtain and pay for a valid license to bring Customer’s use into compliance with this Agreement. In determining the Fees payable pursuant to the foregoing, (x) unless Customer can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Support Partners hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Customer may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).

If the use exceeds or exceeded the use permitted by this Agreement, Customer shall also pay to Support Partners, within ten (10) days following the date of Support Partners’ written request therefor, Support Partners’ costs incurred in conducting the audit.

If the use exceeds or exceeded the use permitted by this Agreement by more than ten percent (10%), Support Partners shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Customer.

Support Partners’ remedies set forth in this Section 5(d) are cumulative and are in addition to, and not in lieu of, all other remedies Support Partners may have at law or in equity, whether under this Agreement or otherwise.

You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of any Authorized Users and Affiliates, and any act or omission by an Authorized User or Affiliate that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users and Affiliates aware of this Agreement provisions as applicable to such Authorized User’s or Affiliate’s use of the Services and shall cause Authorized Users and Affiliates to comply with such provisions.

You agree to fully comply with any applicable laws and regulations. You further agree to cooperate in any governmental investigation regarding your use of the Site and the Services. You further agree to that to the extent you are using the Site and the Services for the purposes related to Support Partners you will adhere to all applicable State and Federal laws and regulations.

You represent and warrant that you (i) are not a person or entity restricted under U.S. export control laws, including the Export Administration Regulations (EAR) and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC); and (ii) shall not directly or indirectly export, re-export, or transfer the Services, the Documentation, or any other Support Partners IP in violation of applicable laws.

Subject to the terms and conditions of this Agreement, Support Partners shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in that certain Service Level Agreement, which can be supplied to you upon request. Your sole and exclusive remedy for Support Partners’ failure to comply with the applicable service levels shall be receipt of any service credits described in such Service Level Agreement.

Subject to subsection (d) of this Section, the license granted hereunder entitles Customer to the software maintenance and support services as described on the Order Form (if applicable).

If such services are purchased on the Order Form, maintenance and support services will generally include provision of Updates. Support Partners may develop and provide Updates in its sole discretion, and Customer agrees that Support Partners has no obligation to develop any Updates at all or for particular issues. Customer further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Support Partners will apply Updates to the hosted Software as part of the Services, and Customer’s continued access to the Services will reflect the then-current Update. Support Partners has no obligation to make any Update available for separate download or installation by Customer. Maintenance and support services do not include any new version or new release of the Software that Support Partners may issue as a separate or new product, and Support Partners may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

Support Partners reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Customer’s registration of the copy of Software for which support is requested. Support Partners has no obligation to provide maintenance and support services, including Updates:

To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Your Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, and all transfers of Your Data out of the United Kingdom will be governed by the UK International Data Transfer Addendum to those clauses.

You consent to the processing of Personal Data by Support Partners and its affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Support Partners, you will obtain all required consents from third parties (including your contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.

To the extent Support Partners is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing, and the parties also agree to the following terms in this subsection:

You and Support Partners agree that you are the controller of Personal Data and Support Partners is the processor of such data, except when (a) you act as a processor of Personal Data, in which case Support Partners is a subprocessor or (b) stated otherwise in any Services-specific terms. Support Partners will process Personal Data only on documented instructions from you. In any instance where the GDPR applies and you are a processor, you warrant to Support Partners that your instructions, including appointment of such processor as a processor or subprocessor, have been authorized by the relevant controller.

The parties acknowledge and agree that: (1) the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; (2) the duration of the processing will be for the duration of your right to use the Services and until all Personal Data is deleted or returned in accordance with applicable law; (3) the nature and purpose of the processing will be to provide the Services pursuant to this Agreement; (4) the types of Personal Data processed by the Services include those expressly identified in Article 4 of the GDPR; and (5) the categories of data subjects are your representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Support Partners by you.

Support Partners will make information available to you in a manner consistent with the functionality of the Services and Support Partners’ role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Support Partners will comply with reasonable requests by you to assist with your response to such a data subject request. If Support Partners receives a request from your data subject to exercise one or more of its rights under the GDPR in connection with Services for which Support Partners is a data processor or subprocessor, Support Partners will redirect the data subject to make its request directly to you. You will be responsible for responding to any such request including, where necessary, by using the functionality of the Services. Support Partners will comply with reasonable requests by you to assist with your response to such a data subject request.

You consent to Support Partners using subprocessors, which may include Microsoft (Azure Marketplace), WorkOS, Inc., and/or as otherwise communicated to you. Support Partners remains responsible for its subprocessors’ compliance with the obligations herein. Support Partners may engage additional subprocessors from time to time, by providing you at least fourteen (14) days’ notice before providing any new subprocessor with access to Personal Data. If you do not approve of any such changes, you may terminate any subscription for the affected Services without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.

Support Partners will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of you, make them available to you upon request.

Support Partners will take appropriate security measures that are required by Data Protection Laws and in accordance with good industry practice relating to data security.

Support Partners may collect and use Support Data internally to provide technical support for the Services. Support Partners will not use Support Data for any other purpose unless otherwise agreed in writing by the parties.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before we provide or deliver the Services.

If you purchase through Azure Marketplace, we will invoice you for the platform and any add-ons in arrears. If payment is made through direct invoicing, Support Partners will issue invoices for Services in advance for the platform and in arrears for any add-ons. You must pay all amounts due in full and without setoff.

You will be responsible for paying all applicable taxes associated with the Services, except those taxes that are exclusively related to Support Partners’ income.

Individuals purchasing Services shall prepay on a monthly or annual basis, with payment due in advance for the selected billing period before Services commence. Companies purchasing Services shall prepay in minimum one-year increments, with payment made through either: (i) Azure Marketplace, where Microsoft will collect the payment and remit it to Support Partners; or (ii) direct invoicing, where Service Provider will issue an invoice directly to such company, and full payment shall be due prior to the commencement of Services. Support Partners reserves the right to expand or limit its payment options.

You will be responsible for the payment of any transaction Fees, banking charges, or foreign exchange Fees associated with payments made to Support Partners.

Support Partners may assess and collect from you any Fees, surcharges, or other supplemental payment required of or imposed on Support Partners by any governmental, regulatory, or financial institution or entity.

Your debit or credit card on file will be charged monthly or annually based on the terms of your subscription. If you would like to see your payment history, please log into your account. You may access it from within your member profile by going to “Account,” then “Billing,” and finally “Billing History.”

In conjunction with each payment you make to us through the use of the Site, or which a third party makes on your behalf, you warrant that the payment information is true and correct (e.g., valid PayPal account and credit card information). Further, you understand and agree that any declined payment may lead to additional Fees (e.g., dishonored credit card) and to the suspension or termination of the Services. You also understand and agree that you are solely responsible to ensure prompt payment of all Fees owed as a result of your use of the Site and that Support Partners is under no obligation to retain, preserve or otherwise maintain your information, account, or services associated with your account if your account is in default.

Payments shall be made in full prior to the start of the Service period. Failure to make timely payment may result in suspension of Services. Support Partners is not obligated to provide Services unless and until full payment is received. If additional charges are levied in accordance with this Agreement and remain outstanding and overdue for more than ten (10) days after written notice, Support Partners reserves the right to suspend Services until all outstanding amounts are paid in full. If you have any unpaid invoices or other amounts owing to Support Partners under this Agreement or any other agreements or contracts with Support Partners, Support Partners reserves the right to terminate or suspend the Services until all such overdue amounts are paid in full.

Any payment not received by the due date may incur a late payment charge at a rate of five percent (5%) per month or $100, whichever is more, which shall accrue from the date payment was due until the date payment is made. The late fee is an administrative charge and shall not be deemed interest. Interest of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law shall apply to all overdue invoices. Support Partners shall be entitled to all of associated Fees and costs, including attorneys’ fees and collection agency charges related to seeking collection of sums due from you.

All prepaid Fees for Services shall be non-refundable and no refunds will be provided, except if you rightfully terminate this Agreement for cause in accordance with the terms and any applicable termination provisions hereunder, you shall be entitled to a pro-rata refund of any amounts paid for unused Services not provided as of the effective termination date. Any refunds due pursuant to this Section will be processed within thirty (30) days from the effective date of termination. No credits or refunds will be given, and Support Partners is not liable for Service disruptions resulting from your failure to adhere to your obligations.

If you dispute any invoice or amount due, you must promptly notify Support Partners in writing, but in no event longer than fifteen (15) days from the applicable invoice date or payment date, providing detailed reasons for the dispute. Support Partners will review the dispute and respond within ten (10) business days. If the dispute is deemed valid, appropriate adjustments will be made. You shall remain obligated to pay any undisputed amounts by the due date.

The initial term of your subscription shall be for the duration of the Service period as set forth in the applicable invoice or as selected by you at the time of purchase of the Services through the Site.

The subscription term shall automatically renew for successive renewal terms of the same duration as the initial term unless you provide written notice of termination to Support Partners’ at least thirty (30) days prior to the end of the then-current term.

Any renewal term shall be subject to the same terms and conditions as this Agreement, and all Fees for the Services shall remain at the rates in effect at the time of renewal, unless otherwise agreed in writing by Support Partners. If you provide timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current term, unless sooner terminated as provided in this Section.

Unless otherwise set forth in an order, either party may terminate this Agreement or any order without cause on sixty (60) days’ notice. Termination without cause will not affect your perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. Support Partners will not provide refunds or credits for any partial subscription period(s) if the Agreement or an order is terminated without cause.

We reserve the right to cancel, terminate, or suspend your use of and access to the Services and the Site if, in our sole discretion, you breach, or we reasonably believe you have breached this Agreement or any other obligation to Support Partners. Without limiting the forgoing, you agree that all of the following may be considered a breach of your obligations under this Agreement: (i) your failure to abide by any provision of this Agreement; (ii) your failure to pay any amounts due to Support Partners; (iii) your communication of inaccurate information to us, including your failure to promptly update your information; or (iv) your violation of the content standards set out in Section 23 of Article I (Content Standards; Prohibited Content), or of any code of conduct adopted by Support Partners. If any of the foregoing events occurs and we deem it a breach by you of this Agreement, we may provide you with a written notice describing the breach; however, you recognize, understand, and agree that Support Partners is not obligated to send any such notice of default and may immediately suspend or terminate your Site account or the Services without notice. In the event a written notice of breach is provided to you, you shall have no longer than ten (10) calendar days to cure such breach.

Upon expiration or earlier termination of this Agreement, (i) you shall immediately discontinue all use of and access to the Support Partners IP; (ii) Support Partners will disable Customer’s and its Authorized Users’ access to the hosted Software and Services; and (iii) within five (5) business days, you shall delete, destroy, or return any copies of the Documentation, and of any Support Partners IP that you have downloaded, exported, or otherwise retain outside the hosted Software and Services, and provide Support Partners with written certification of such deletion, destruction, or return.

If you fail to comply with the requirements in the above subsection (f) of this Section, Support Partners may, in addition to disabling access under subsection (f)(ii) of this Section, take any other action reasonably necessary to enforce this Section, and you will be obligated to pay a penalty fee equal to twice the standard subscription fee for the Services applicable at the time of termination.

No expiration or termination will affect your obligation to pay any Fees that may have become due before such expiration or termination or entitle you to any refund.

Upon expiration or termination of this Agreement for any reason, all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate.

If you provided payment information to Support Partners and sums are due and owing from you to Support Partners and you are in default of your obligations under this Agreement, you authorize Support Partners to deduct any sums due and owing from your payment source(s) so long as Support Partners provided you with notice of your default and you failed to cure the default under the terms and conditions of this Agreement.

Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.