The Effective Date hereof shall be the first date when either the Client accepts these terms of service through the Website, or the Client and Supercadence enter into the respective Order Form (the “Order”).

These Supercadence Terms of Service (the “Contract”), the Billing and Refund Policy, the Data Processing Agreement (the “DPA”), and all links to material described herein constitute a single legal binding instrument exclusively outlining terms and conditions under which the Client may access the platform located at https://supercadence.ai (the “Platform” and “Website”, as defined herein), order and benefit from the Subscription and other services (the “Services”) of Influ2, Inc (“Supercadence”). 

The Client agrees to be bound by the terms hereof by (a) accepting this Contract through the account created for or by the Client on the Platform, (b) using the Services, or (c) signing the Order that refers to this Contract. If an employee, contractor, agent, or other representative of the Client enters into the Contract on behalf of the Client, that person represents and warrants that (a) they are an authorized representative (a designated employee, assigned contractor, contracted agency, etc.) of the Client to bind the Client to the Contract, and (b) they agree to this Contract on the Client’s behalf. 

Supercadence may modify this Contract and any integral part hereof from time to time. Any amended terms automatically take effect 10 days following being posted on the Website. Your access to the Website/Platform and use of the Services following the date of effectiveness of any modifications hereto shall constitute your acceptance of this Contract, as modified. You agree that the updated version posted on the Website shall be deemed adequate notice of made modifications.

If Supercadence does not give a personal prior written consent, Supercadence’s direct competitors are prohibited from accessing or using the Website, Platform, and any of the Services. In addition, the Website, Platform, and any of the Services may not be accessed for purposes of monitoring their availability, performance, or functionality or for any other benchmarking or competitive purposes.

1. AGREEMENT. ORDER OF PRECEDENCE. INTERPRETATION

1. Entire Agreement. The Contract constitutes the full agreement between the Parties. A reference to the Contract means a reference to any and all of its integral parts. All preambles to this Contract/all other documents the Contract refers to are integral parts of the Contract/those documents, and such preambles are hereby incorporated in the Contract/the relevant documents by reference.

2. Order of Precedence. Should there be any conflict or ambiguity created between the provision hereof, any statement, another type of memoranda, or subsequent agreements between the Parties dealing with the subject matter hereto, the following Order of Precedence shall apply: 

1. The Contract; and then
2. The Billing and Refund Policy; and then
3. The Data Processing Agreement; and then
4. The invoices; and then
5. Any written memoranda and separate Contracts executed between the Parties; and then
6. Any subsequent statements of any Party.

If the Parties enter into the Order, the terms thereof prevail over any terms of the Contract contradicting the Order. This Contract, the Billing and Refund Policy, and the PDA are integral parts of all the Orders, and they are hereby incorporated therein by reference.

3. Interpretation. In the Contract, unless the context otherwise requires:

1. The word “including” are to be construed as being by way of illustration or emphasis only and is not to be construed as, nor shall they take effect as, limiting the generality of any foregoing word;
2. All references to the “Contract”, “Order”, or “DPA” are to their newest versions as modified, supplemented, or amended from time to time;
3. A reference to the singular includes the plural and vice versa. All personal pronouns used herein toward natural persons other than the Parties are gender-neutral and shall include all genders;
4. The headings herein are intended to make the Contract easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Contract;
5. A reference to “$” is the reference to USD. This also means that all payments hereunder shall be made in USD;
6. Either Supercadence or the Client may be referred to as the Party, and both Supercadence and the Client may be referred to as the Parties.

4. Definitions. In the Contract, unless otherwise directly outlined hereby:

1. “Active Account” means a relevant (relating to the certain Third-Party Platform and allowing to launch advertising campaigns), active (non-banned, non-suspended, non-frozen, non-stopped, non-terminated, and non-restricted in any other way), and valid (with active permission to use the services of the relevant Third-Party Platform) account on the Third-Party Platform created for or by the Client, which allows Supercadence to launch advertising campaigns;
2. “Audience Limit” means a number of the Super Prospect available for targeting, which is included in the Subscription;
3. “Bank Fee” means all respective fees, commissions, and deductions associated with the payment stated herein or in relation thereto, e.g., fees and disbursements of financial institutions, including banks, payment systems, electronic money institutions, etc.;
4. “Budget per Super Prospect” means the cost of the services of targeting one Super Prospect. This line of the Order is for illustrative purposes only; the Client cannot buy Super Prospects individually, only within the bundles offered by Influ2;
5. “Cadence” means the pre-defined sequence of the Client’s sales activities targeted to the Prospects with a certain specialized platform like Outreach, Salesloft, etc., and dedicated to building a more profound engagement with the Prospects;
6. “Client” means a person or entity, represented by themselves or another person or entity, who orders, whether now or in the past, the Services and subscribed through the Website or by signing the Order. This definition also comprises all the Client’s employees, contractors, agents, or other representatives engaged in the use of the Services on the Client’s end or exercising the Contract on the Client’s end; 
7. “Client’s Content” means the Client’s advertisement, background images, trademarks, logos, company names, fonts, hex codes, images, graphics, text, audio, video files, product feeds, and other content in any media and format that the Client provides for use by Supercadence to launch advertising campaigns;
8. “Client’s Data” means business information about the Prospects allowing Supercadence target advertising campaign to such Prospects. It also embraces all data, except for the Client’s Content, submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of the Client to Supercadence in connection with the Services;
9. “Confidential Information” means information disclosed hereunder that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Supercadence’s Confidential Information includes the terms and conditions of this Contract, the clients’ Subscription, Order, their parts, including Services Fee and payment terms, and any technical or performance information about the Service and the Platform;
10. “Informational Support” means Supercadence’s informational assistance for attempting to improve the Client’s user experience. For the sake of clarity, such informational support is (i) not a portion of the Services, (ii) not type of technical, customer, or any other support, (iii) not subject to any requirements of quality, quantity, etc. applicable to the Services, and (iv) subject to Supercadence’s limitation of liability and warranties outlined in Section 9.7 hereof; 
11. “Intellectual Property Rights” means (i) patents and patent rights, rights of priority, mask work rights, copyrights, moral rights, trade secrets, know-how, and any other form of intellectual or industrial property rights, (ii) any other protected rights or assets and any licenses and permissions in connection therewith; (iii) trademarks, trade names, logos, service marks, designs, and other designations of source; and (iv) the rights recognized in any country or jurisdiction of the world, and whether or not registered or able to be registered and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
12. “Order Form” means an ordering document based on the Supercadence draft accepted by the Client that specifies terms of the enterprise plan of the Subscription and conditions of the Services performance, unless otherwise is set forth by the Order Form;
13. “Platform” means a special digital environment within the Website that contains advanced functionality allowing the Client to enjoy all the benefits of the Services as outlined in the Contract, including upload the Property, access reports and statistical data generated through the Client’s use of the Subscription;
14. “Property” means an embracing category covering the Client’s Data, Client’s Content, and all Intellectual Property Rights in and to the Client’s Content;
15. “Prospect” means the Client’s customer (whether former, potential, or existing) which the Client includes in the Cadence when enjoying the Subscription and targeting with the advertising campaigns;
16. “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and available here, or as otherwise published from time to time;
17. “Sanctioned Person” means a person named on the list of the “Specially Designated Nationals and Blocked Persons” maintained by OFAC available here or as otherwise published from time to time; or an agency of the government of a Sanctioned Country; or an organization controlled by a Sanctioned Country; or a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC;
18. “Security Incident” means any unlawful access to any Client’s Data stored on Supercadence’s equipment or in Supercadence’s facility, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of the Client’s Data;
19. “Services” means the Subscription Services and all other related services that may be ordered by the Client in accordance herewith;
20. “Services Fee” means the Subscription Fee and other fees payable hereunder and under the relevant Order (if any);
21. “Start Date” means the calendar date when the Subscription Term starts: the first advertising impression is served to a Prospect. Besides the Start Date, there is the Account Creation Date which refers to the calendar date when the Client created an account on the Platform; they are not the same;
22. “Subscription/Subscription Services” (as contextually appropriate) means a combination of terms and conditions of an arrangement for providing and receiving the Services that determine the Client’s level of authorization to access and use the Platform during the Subscription Term;
23. “Subscription Fee” means a payment for the Subscription Services to be conducted by the Client in a certain period set forth by the terms of purchase or the relevant Order;
24. “Subscription Term” means a period during which the Client may benefit from the Subscription and target Super Prospects from the purchased Audience Limit;
25. “Super Prospect” means the Prospect who has seen advertising material(s) at least 15 times in total (15 advertising impressions) or has clicked on the advertisement within one Cadence. Thus, the total number of the billable Super Prospects depends on the number of Cadences where they are included. For illustration only, if the Client targeted the same Super Prospect which is included in 2 separate Cadences, or such Prospect was excluded from a Cadence and then restored, it means the Client has targeted 2 Prospects;
26. “Third-Party Platform” means certain social media or advertising channels, other media that makes possible targeted ads, and other services through which the advertising campaigns may be launched. Supercadence is not affiliated, associated, authorized by, endorsed by, or in any way officially connected with any of the Third-Party Platforms or any of their subsidiaries or affiliates;
27. “Total Contract Value” means the total price of the Subscription Services rendered to the Client which shall be paid by the Client;
28. “Website” means a part of an internet-based software system, which allows a basic access to discover the web resource located at https://supercadence.ai, decide whether to order the Services from or contact Supercadence, and get at legal documents;
29. “Website Materials” means any information posted on the Website/Platform, including computer code, any texts, and images, audiovisual works, audio tracks, separate sounds, animated images, analytical information, any logos, marks, videos, etc.

5. Superseding and Exclusivity. Except for the Order, this version of the Contract supersedes any other Contracts between the Parties regarding the subject matter of the Contract, as well as all previous versions of the Contract. This Contract, the Orders (if any), Billing and Refund Policy, and the DPA shall exclusively regulate all the terms of the Parties’ cooperation and other matters arising out of the use of the Services and prevail over all other documents issued by the Client, either existing or upcoming, including order forms, purchase orders, terms and conditions, etc. (the “Client’s PO”). Although the Client may issue it to satisfy an internal procurement need, the Client explicitly waives the applicability of the Client’s PO to the cooperation between the Parties until both Parties’ authorized representatives mutually sign such a Client’s PO. For the avoidance of any doubt, even if a Party (i) accepts the Client’s PO electronically, (ii) includes a reference to the Client’s PO in an invoice or any other document, (iii) processes any amounts based on an invoice referencing to the Client’s PO, or (iv) performs another act conditioned to the acceptance of the Client’s PO, the Client’s PO still requires being mutually signed by both Parties’ authorized representatives for its validity and applicability.

‍‍

2. REPRESENTATIONS AND WARRANTIES

1. Mutual Representations. EACH PARTY REPRESENTS, WARRANTS, AND COVENANTS THAT: 

1. IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THE CONTRACT, ORDER (IF ANY), AND THEIR INTEGRAL PARTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AS WELL AS ENJOY BENEFITS FROM SUBSCRIPTION AS OUTLINED HEREIN WITHOUT THE NEED FOR ANY CONSENTS, APPROVALS, OR IMMUNITIES NOT YET OBTAINED;
2. ITS ACCEPTANCE OF AND PERFORMANCE UNDER THE CONTRACT, ORDER (IF ANY), AND THEIR INTEGRAL PARTS WILL NOT BREACH ANY CONTRACT WITH ANY THIRD PARTY, OR ANY OBLIGATION OWED BY IT TO ANY THIRD PARTY; 
3. IT SHALL BE RESPONSIBLE FOR ITS EMPLOYEES’ (EITHER INTERNAL OR EXTERNAL), CONTRACTORS’, AGENTS’, OTHER REPRESENTATIVES’, AND VENDORS’ (ENGAGED INTO THE SERVICES USE) COMPLIANCE WITH THE CONTRACT, ORDER (IF ANY), AND THEIR INTEGRAL PARTS (INCLUDING CONTRACTUAL USAGE LIMITATIONS);
4. ITS PERFORMANCE OF THE CONTRACT, ORDER (IF ANY), OR THEIR INTEGRAL PARTS SHALL ALSO CONSTITUTE ITS FULL ACCEPTANCE TO BE BOUND BY THEIR TERMS; AND
5. THE SERVICES ARE DEPENDENT UPON THE CLIENT’S COMPLIANCE WITH THE OBLIGATIONS AS SPECIFIED IN THE CONTRACT, ORDER (IF ANY), AND THEIR INTEGRAL PARTS.

2. Supercadence’s Representations. SUPERCADENCE REPRESENTS THAT: 

1. IT MAINTAINS APPROPRIATE ADMINISTRATIVE, ORGANIZATIONAL, TECHNICAL, AND PHYSICAL SAFEGUARDS TO ENSURE THE SECURITY, CONFIDENTIALITY, AND INTEGRITY OF THE PROPERTY AND OTHER CONFIDENTIAL INFORMATION SUPPLIED TO SUPERCADENCE AGAINST UNAUTHORIZED TRANSMISSION OR USE; AND
2. IT SHALL USE THE BEST EFFORTS TO PERFORM THE SERVICES IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH HEREIN. IF SUPERCADENCE FAILS TO DO SO AND THE CLIENT NOTIFIES SUPERCADENCE WITHIN 30 DAYS OF THE DATE THE SERVICES WERE PERFORMED, SUPERCADENCE SHALL UNDERTAKE AT ITS SOLE OPTION AND AS CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY, TO RE-PERFORM THE NON-CONFORMING SERVICES.

3. Client’s Representations. THE CLIENT REPRESENTS THAT: 

1. IT SHALL BE RESPONSIBLE FOR THE ACCURACY, QUALITY, AND LEGALITY OF THE PROPERTY, HOW THE CLIENT ACQUIRES, TRANSFER, AND USES THE PROPERTY WITH THE SERVICES, AND PROVIDING ANY REQUIRED NOTICES TO, AND RECEIVING ANY REQUIRED CONSENTS AND AUTHORIZATIONS FROM PERSONS WHOSE PERSONAL DATA MAY BE INCLUDED IN THE PROPERTY; 
2. IT HAS ALL RIGHTS AND PERMISSIONS NECESSARY TO OPERATE WITH THE CLIENT’S CONTENT, AND THE CLIENT WILL NOT UPLOAD, POST, DISPLAY, OR TRANSMIT ANY OF THE CONTENT RESTRICTED BY THE CONTRACT;
3. IT SHALL USE THE BEST EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, AND PROMPTLY NOTIFY SUPERCADENCE OF ANY SUCH UNAUTHORIZED USE OR ACCESS; AND
4. IT SHALL ENSURE THAT THE USE OF THE SERVICES, WEBSITE, AND PLATFORM IS ONLY IN ACCORDANCE WITH THE CONTRACT, AND ALL APPLICABLE LAWS AND GOVERNMENT REGULATIONS, INCLUDING PRIVACY LAWS APPLICABLE TO THE CLIENT AND PROSPECTS;
5. IT SHALL USE NO STOLEN, FRAUDULENT, OR OTHERWISE UNAUTHORIZED BANK CARD FOR ANY TRANSACTIONS ON THE SUPERCADENCE PLATFORM. ALL INFORMATION PROVIDED REGARDING THE BANK CARD IS ACCURATE, LAWFUL, AND NOT IN VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS. THE CLIENT HAS THE LEGAL RIGHT AND AUTHORIZATION TO USE A CORPORATE CREDIT CARD FOR PAYMENTS HEREUNDER IF THE CLIENT ACTS ON BEHALF OF A BUSINESS.

4. Exclusivity of Warranties. THE WARRANTIES FOR THE SUBJECT HEREOF GIVEN IN THIS ARTICLE 2 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.‍

3. SERVICES. CLIENT’S DATA

1. Subscription Services. The Client may enjoy the Platform with the professional, enterprise, or another then-current plan of the Subscription offered by Supercadence. Each type of the Subscription provides different terms and the payment commitments. The Client places orders, subscribes, manages its Subscription and all advertising campaigns, and orders additional Services through its account on the Platform. The Client shall not resell, allow the use, or otherwise make the Services available to third parties without prior written consent of Supercadence. Since the enterprise plan of the Subscription anticipates different levels of commitment, its terms are additionally governed by the Order in accordance with the respective order of precedence.

2. Scope of Subscriptions. Subject to the Client’s timely payment of all applicable Services Fees and compliance herewith, Supercadence provides the Client with the Subscription Services allowing the Client to access and use features of the Platform to run advertising campaigns targeted to specific people through the Platform to the extent provided by the respective Subscription and the Audience Limit. For this purpose, Supercadence integrates programmatic technologies and disparate sources of inventory within a single platform and uses proprietary machine learning technology and other data analysis techniques to enable the Client to benefit from the Platform features. The Client may use those Platform’s features to place advertising targeted to Prospects, tracking results of the Super Prospects’ engagement, and create reports on that engagement. For the avoidance of any doubt, specific sources where Client’s advertisements can be placed are subject to availability and technical capability of the Platform and may vary over time. Terms and limits may vary depending on the certain type of Subscription the Client chooses.

3. The Subscription Term. The Subscription Term commences upon the Client's purchase of the Subscription or at the Start Date specified in the Order (if signed). The Client is entitled to use the purchased Audience Limit with no time restrictions. The Subscription Term expires once the Client targets all the Super Prospects from the purchased Audience Limit, unless otherwise specified herein.

4. Extra Services. In addition to Section 3.1 hereof, upon the Client’s request, Supercadence may provide extra Services to the Client which are subject to the terms of a separate contract.

5. Client’s Data. In order to let Supercadence a possibility to target advertising campaign to the Prospects, the Client shall provide Supercadence with the Client’s Data. The Parties agree that owing to the nature of the Services and to set up advertising campaigns properly, the Client shall give Supercadence a sufficient amount of the Client’s Data about an appropriate number of Prospects. The Client shall submit the Client’s Data about an appropriate number of the Prospects before the start of each advertising campaign when the Client expects to include the Prospects. If the Client fails to upload a sufficient amount of the Client’s Data in time, the Client acknowledges that it may affect the accuracy of targeting, or the Prospect may not see the relevant advertisement. In no event, shall the untimely or partially submitting or non-uploading of the Client’s Data about an appropriate number of the Prospects release the Client of its payment obligation or postpone the start of the Subscription Term or the Subscription itself.

6. Property Rights. As between Supercadence and the Client, all rights, title, and interest in and to the Property belong to and are retained solely by the Client. The Client hereby grants to Supercadence a limited, non-exclusive, royalty-free, fully-paid, and worldwide license to use the Property and perform all acts with respect to the Property as may be necessary for Supercadence to improve and provide the Services to the Clients, or as otherwise authorized by Client in writing.

7. Use of Website and Platform. Since the Services anticipate access to the Website/Platform and all its components, including the Website Materials, that are an intellectual property created or owned by Supercadence, the following terms shall apply unless otherwise agreed in the relevant Order:

1. Title. The Website, Platform, and Website Materials, including their “look and feel” (e.g., text, graphics, images, logos), are protected under copyright, trademark, and other intellectual property laws. Supercadence owns all right, title, and interest in and to the Website, Platform, and Website Materials and the Client agrees not to take any action inconsistent with such ownership interests;
2. License. Subject to the Client’s timely payment of the Services Fee, as a portion of the Subscription, Supercadence grants to the Client, its authorized employees, contractors, agents, and other representatives (engaged into the exercising the Contract, Order (if any), or using the Services on the Client’s end) a personal, non-exclusive, non-assignable, non-sublicensable, non-transferable, limited by means of use license to access and use the Website, Platform, and Website Materials during the Subscription Term and solely for the Client’s business operations in the manner permitted by the Contract and subject to the use restrictions described herein. Any other use by the Client or any person/entity is strictly forbidden and constitutes a violation hereof unless otherwise directly agreed by the Parties;
3. Restrictions. The Client shall not: (i) use any software or mechanisms that directly or indirectly interact with the Website /Platform and access to which was not provided to the Client in accordance herewith or by Supercadence’s direct permission, (ii) infringe on the electronic integrity of, duplicate, decompile, reverse engineer, disassemble or decode the Website/Platform, try to overcome their protection in any way, and distribute malicious software that can harm Supercadence, the Website/Platform or third parties, or attempt to do any of the same, (iii) use any devices, process, software, or queries intercepting, mining, scraping or otherwise accessing the Website/Platform/Services to monitor, extract, copy, or collect information or data, or engage in any manual process to do the same, (iv) use the Website/Platform in any manner that could disable, overburden, damage, disrupt, or impair them or interfere with a third party’s use thereof, or use any device, software, or routine that causes the same, (v) share any information, including messages, elements of the Website/Platform/Services, on behalf of Supercadence, the Client, or any third party, (vi) duplicate or echo mechanisms of the Website/Platform/Services in any way, (vii) download, modify, copy, transmit, perform, reproduce, license, create derivative works from, or offer any information contained on, or obtained from or through, the Website and Platform or any of their portions;
4. Third-Party IP. Any names, logos, product and service names, designs, and slogans that appear in the Services or Website Materials, as well as on the Website and Platform and do not belong to Supercadence, are the property of their respective owners, who may or may not be affiliated with or connected to Supercadence;
5. Third-Party Resources. The Website/Platform may contain links to third-party resources that are out of Supercadence’s control. Supercadence is not responsible for any content placed thereon or any use of those resources by the Client;
6. Account Data. The Client shall indicate only reliable data about its identity and not to use third-party data without the permission of those parties. Email address, telephone number, and other contact details shall be unique. An email address shall be at a corporate domain name. The Client shall keep all the data updated. It bears all risks associated with the indication of incorrect or irrelevant data. If the Client provides inaccurate/false information, it may affect the quality of the Services, which will fall behind Supercadence’s liability;
7. Security. Account password shall be secure enough to prevent a third-party access to the Client’s account. The Client is solely responsible for the reliability, storage, and inaccessibility of the password to third parties. The Client shall secure its account and promptly notify Supercadence of any breach or suspected breach of security, misuse, or unauthorized access. Access credentials are encrypted on Supercadence’s end and Supercadence has no access to them; 
8. Access Credentials. All access credentials (password and log-in details provided to, or created by, the Client) shall only be used by the Client and shall not be shared with any person or entity other than the Client’s employees who are authorized by the Client to access the account to use the Services on Client’s behalf and have agreed to comply herewith. Supercadence bears no responsibility for the use of the credentials by any third party and is not liable for any loss that the Client may incur if someone else uses them, either with or without the Client’s knowledge. All actions taken via the Client’s account are deemed to be made by the Client;
9. Changes. Supercadence may independently and without the Client’s prior consent from time-to-time change, supplement or otherwise modify any functionality, user interface, or content of the Website and Platform.

4. AD CAMPAIGNS. CLIENT’S CONTENT

1. Advertising Platforms. In order to perform the Services, pursuant to the Order or the Client’s separate request, Supercadence may launch certain advertising campaigns through the Third-Party Platforms. All the time, the following terms shall apply: 

1. Use of the Third-Party Platforms is subject to the Client’s agreement with the relevant Third-Party Platforms. Supercadence does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platforms or their providers use the Client’s Data; 
2. If the Client chooses to use the Third-Party Platform with the Service, Supercadence may access and exchange the Property with the Third-Party Platform on the Client’s behalf and in order to perform the Services only;
3. In order to have certain advertising campaigns launched, the Client shall have the Active Account on each Third-Party Platform where the advertising campaigns will be launched. All the time, it’s the Client’s sole responsibility to have, register, maintain, support, etc. the Active Account;
4. If the Client does not have the Active Account, or it needs an ancillary Active Account to have advertising campaigns launched, within the course of the Services, Supercadence may set up such an Active Account with Third-Party Platforms. In that event, each created Active Account will be owned by and set up in the name of the Client, and Supercadence shall provide the Client with the credentials for all such accounts. Supercadence reserves no title and interest in such Active Account. Such activity falls within Informational Support. Thus, the Client authorizes Supercadence to enter into agreements (accept publicly available terms/conditions of use/services of the Third-Party Platform) and/or to make transactions electronically on behalf of the Client in order to create the Active Account. If Supercadence accepts any terms/conditions of use/services of the Third-Party Platforms: (i) the Client will be subject to such additional terms/conditions of use/services; and (ii) Supercadence shall have no responsibility nor liability in relation to such additional terms; 

2. Advertising Campaigns. When Supercadence launches advertising campaigns on the Client’s behalf and in accordance herewith, the Client authorizes Supercadence to make transactions on behalf of the Client for the purpose of creating, promoting, advertising, and managing Client’s Content, and advertising campaigns as agreed between the Parties. The following terms shall apply: 

1. The launching of certain advertising campaigns anticipates that Supercadence shall distribute the Client’s Content. The Client acknowledges and agrees that all such content shall identify the Client and not Supercadence as the sponsor of the content/ads. Once displayed, the Client’s Content becomes publicly available and may be used inside or outside the Third-Party Platforms product for educational, informational, research, guideline, or other purposes. Once an advertising campaign is launched, the Client’s Content may also become available to third-party commentaries, criticism, parody, research, or other uses of the Client’s intellectual property, and Supercadence is not responsible for any further use of the Client’s Content;
2. Supercadence is not liable for any loss or damage that the Client’s Content may cause to the Client or others and makes no warranty that any of the Client’s Content is accurate or complete;
3. Supercadence is not responsible for screening, policing, editing, monitoring, and moderating the Client’s Content and is not obliged to change the Client’s Content instead of the Client before or during the distribution of the Client’s Content. All the Client’s Content will be performed exactly as it was provided to Supercadence;
4. All the time, the Client may request Supercadence to stop/pause certain/all advertising campaigns. For the sake of clarity, such request and stopping/pausing/otherwise amending of (an) advertising campaign(s) will not release the Client of its payment obligation according to their terms of the Subscription;
5. In the event the Client needs advice on how to draft Client’s Content that may have a better performance level, the Client may address FAQs, articles, etc. on possible ways of improving the Client’s ad practices placed on the Website as the Informational Support.

3. Client’s Content. The Client shall upload Client’s Content to the Platform before each time when the Client wants to show the Client’s Content to the Prospects. If the Client fails to upload the Client’s Content in time, the Client acknowledges that the Client’s Content may not be shown to the Prospects. 

4. Prohibited Content. Since Supercadence is not obliged to check admissibility of the Client’s Content, the Client shall all the time remain liable for such content. Supercadence requires, and the Client confirms that the Client’s Content is accurate and does not violate the Order, Contract, and ad policies of the relevant Third-Party Platforms, as well as it complies with all laws and regulations applicable to the Client and Prospects. The Client shall not upload, post, display, or transmit any prohibited materials, including any statements, materials, or other content that may (the “Prohibited Content”): 

1. Cause injury to any person or entity, violate any third party’s proprietary, statutory, or common law rights, including any copyright, patent, trademark, service mark, trade secret, or other intellectual property rights, rights of publicity or privacy;
2. Defame, harass, abuse, stalk, threaten, intimidate, or in any way violate the rights of others, as well as the ones that may be bigoted, hateful, or racially offensive;
3. Contain vulgar, obscene, profane, or otherwise objectionable language or content that typically would not be considered socially or professionally responsible or appropriate in person, including sexually explicit, political, or relating to gambling, betting, etc. content or content that may harm minors;
4. Be defamatory, deceptive, misleading, or result in a fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage, harm of any kind to any person or entity, or violate other third-party contractual or fiduciary rights, duties, or agreements;
5. Help to impersonate any person or entity, whether actual or fictitious, including employees, contractors, agents, and other representatives of Supercadence, its affiliates, or Third-Party Platforms, or misrepresent the Client’s affiliation with any entity, Supercadence, or its affiliates;
6. Encourage criminal conduct, give rise to civil liability, otherwise violate any law or regulation in any jurisdiction, or constitute anti-competitive collaboration and/or antitrust violations;
7. Constitutes junk mail, spam, unauthorized advertising or promotional materials, chain letters, or pyramid schemes;
8. Interfere with or disrupt the Website/Platform or their operation owing to its uploading or transmitting, including contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website/Platform.

5. Right to Decline Content. Supercadence reserves the right to remove and reject any of the Client’s Content: 

1. In connection with the Client’s failure to timely pay any Services Fees and amounts (if any) hereunder; 
2. For violation of the Contract, Order (if any), or ad policies of the relevant Third-Party Platforms;
3. If Supercadence concludes that the Client’s Content negatively affects its relationship with its clients, affiliates, suppliers, or that the Client promotes content, services, or activities, which is contrary to Supercadence’s competitive position, interests, or advertising philosophy.

5. BILLING AND PAYMENTS

1. Payment Terms. The Services are provided by Supercadence in consideration of the Services Fee payable as follows. Detailed terms on billing and payments are enshrined in the Billing and Refund Policy.

1. Services Fee. The Services Fee shall be paid by the Client in the amount and at the rates specified on the Website/Platform, in the Client’s account, Billing and Refund Policy, the Order (if signed), or, if no rate or amount is specified, at Supercadence’s then-current rates;
2. Subscription Fee. The Subscription Fee is determined by the number of the Super Prospects included in the respective Audience Limit to be targeted by the Client. Depending on a plan of Subscription and number of the covered Audience Limit, price and billing terms may vary. The Subscription Fee is always payable in advance;
3. Billing. The Client is billed upfront for the full price of the Subscription. Payment for the Professional Subscription shall be made using credit cards only;
4. Bank Card Fee. The Client shall pay all the Bank Fees and Bank Card Fees on its end. To avoid any doubts, no fees and amount payable to Supercadence hereunder shall be reduced by the Bank Fee. The current Bank Card Fees rates are specified in the Billing and Refund Policy;
5. Taxes. All Services Fees and rates mentioned in the Order are net amounts and exclusive of any applicable taxes, duties, levies, etc. (except for Supercadence's corporate income tax), including any kind of withholding taxes whether arising out of an international treaty or national legislation;
6. Pre-Approved Expenses. The Client shall reimburse Supercadence for any pre-approved expenses incurred by Supercadence in the course of performance of the Services. Charges for expense reimbursement may be invoiced monthly in arrears. Unless otherwise agreed, such expenses (if any) set forth on any invoice issued under this subsection are due within 10 business days following the invoice date;
7. Suspension Due to Non-Payment. If the Client owes Supercadence any unpaid Services Fees or amounts, Supercadence may suspend the Client’s access to the Services without prior notice until monies are paid in full. The suspension does not relieve the Client from its obligation to pay the Services Fees. The Subscription will be paused for the period of such suspension.

2. Late Payments. Without limiting Supercadence’s remedies, if Supercadence cannot charge the Client for the Services for any reason out of Supercadence’s control, it may charge interest on the overdue Services Fees and amounts (if any) from the due date up to the date of actual payment at a monthly rate of 1.5% or the highest rate permitted by applicable law, whichever is less. The Client shall reimburse Supercadence for expenses and recovery costs incurred in collecting any past due Services Fees and other amounts (if any), including reasonable attorneys’ fees and costs of collection.

3. Setoff. Supercadence may set off any liability owed to the Client against any liability for which Supercadence reasonably determines the Client is liable to Supercadence, related to Services hereunder.

4. Payment Dispute. Any claims or disputes relating to the Services Fees and other amounts (if any) hereunder shall be sent to Supercadence in writing within 30 days of the billing date or will be waived by the Client.

5. Bank Card Ownership. The Client shall utilize solely their own bank card or corporate credit card (if authorized by the Client) for all transactions related hereto. The use of third-party or otherwise unauthorized credit cards for payments hereunder is strictly prohibited. The Client is responsible for ensuring that the bank card provided is valid, active, and issued in the Client’s name or the name of the Client’s organization). Supercadence reserves the right to take appropriate measures if it becomes aware of any abuse, fraudulent activity, or use of a stolen bank card associated with the Client’s account. This includes, but is not limited to, immediate suspension or termination of the Client’s subscription services. Supercadence also reserves the right to report any such activities to the respective authorities, including law enforcement and credit card companies, as deemed necessary.

6. No Refund. Except for the cases explicitly listed herein, including in the Billing and Refund Policy, Supercadence has an unambiguous no-refund policy. Unless Supercadence is directly obliged by the applicable law, any amounts, once paid to Supercadence, are not refundable. To avoid any doubt, the Client is not entitled to a refund if it cancels the Subscription or terminates the Contract/the Order in accordance herewith.

7. Chargeback. Since Supercadence has a clear no-refunds policy, Supercadence will not permit any actual or threatened chargebacks from the Client or its banks or credit card companies. In the event Supercadence receives a chargeback threat or a chargeback is placed on a Client’s payment, Supercadence may share the Client’s data, including but not limited to, Client’s name, email, Start Date, paid amounts, billing address, a description of the incident, as well as other details of a transaction to applicable banks, creditors, and credit bureaus, as well as to any other entities in Supercadence’s sole discretion, to ensure the incident is included in appropriate databases and delinquent account listings. If the Client initiates a chargeback or dispute with their bank card issuer for charges legitimately incurred hereunder, Supercadence reserves the right to suspend or terminate the Client’s Subscription with immediate effect. The Client may be responsible for any fees, penalties, or legal costs incurred by Supercadence as a result of the chargeback or dispute.

6. DATA PRIVACY AND SECURITY

1. Security Measures. Supercadence has implemented and will maintain and follow appropriate technical and organizational measures intended to protect information operated by Supercadence against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction. The Client will ensure that all information provided is current and accurate.

2. Security Incident. Should Supercadence become aware of the Security Incident, Supercadence will notify the Client of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency), but no later than within 72 hours, and take commercially reasonable steps to comply with its obligations under applicable privacy laws relating to responding to the Security Incident. Supercadence’s obligation to report or respond to the Security Incident hereunder is not an acknowledgment by Supercadence of any fault or liability with respect to the Security Incident. The Client shall notify Supercadence without undue delay about any possible misuse of its accounts or authentication credentials or any security incident related to the Platform.

3. Data Processing Contract. To the extent Supercadence processes any personal data on the Client’s behalf that is subject to the GDPR, and the parties have not executed a separate data processing agreement that complies with Article 28 of the GDPR, the terms of the DPA are incorporated by reference and shall apply.

4. Supercadence’s Role. To the extent Supercadence receives personal data on the Client’s behalf that is subject to the applicable privacy laws, Supercadence certifies that it understands and will comply with its obligations as a service provider (data processor) under the applicable privacy laws and shall not (i) sell such personal data, nor (ii) retain, use, or disclose such personal data other than for the specific business purpose of performing the Services for the Client as outlined hereunder or otherwise permitted by the applicable privacy laws.

5. Client’s Responsibility. The Client is responsible for ensuring its compliance with the requirements of the applicable privacy laws in its use of the Services and Platform and its own processing of personal data. Supercadence requires and the Client confirms that: 

1. The Client’s Data has not been and shall be collected for, and is not intended to be indicative of, any person’s employability, creditworthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act (the “FCRA”), 15 USC Section 1681a;
2. The Client shall not use the Client’s Data as a point in establishing any person’s eligibility for (i) credit or insurance used primarily for personal, family, or household purposes; (ii) employment purposes; (iii) political or religious purposes; or (iv) other purposes authorized under Section 604 of the FCRA, 15 USC Section 1681b or any similar statute;
3. The Client will use the Services in strict compliance with all laws and regulations, including laws regulating marketing, advertising, security, and privacy, including the GDPR, Telephone Consumer Protection Act (including the Telemarketing Sales Rule and “Do Not Call” regulations), Federal Trade Commission Act, CAN-SPAM Act of 2003, California Consumer Privacy Act, and all other related state, federal, and country laws and regulations as well as all applicable policies of the relevant Third-Party Platforms;
4. Until and following the Start Date, the Client shall comply with all applicable personal data protection and marketing laws and take steps outlined thereby and conditioning the use of the Services. For instance, the Client may have to provide the users of the Client’s website with an appropriate notification, if implementing Supercadence’s technologies on the Client’s end, e.g., pixels, script, code, tags, cookies, API, dashboards, or SDK, as well as obtain a consent or deliver an online privacy policy, notice, etc., to users of the Client’s website or the Prospects, etc.

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7. CONFIDENTIALITY. NON-SOLICITATION

1. Confidential Information and Disclosure. As receiving party, each party shall hold in confidence and not disclose the Confidential Information to third parties except as permitted herein and use the Confidential Information only to fulfill its obligations and exercise its rights in this Contract. The receiving party may disclose the Confidential Information to its employees, lawyers, financial advisors, agents, contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Article 7 and they are bound to confidentiality obligations no less protective than under this article. The receiving party may disclose the Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. The receiving party may also disclose the Confidential Information to carry out a debt collection procedure.

2. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document: 

1. Is or becomes public knowledge through no fault of the receiving party; 
2. It rightfully knew or possessed prior to receipt under this Contract; 
3. It rightfully received from a third party without breach of confidentiality obligations; or 
4. It independently developed without using the disclosing party’s Confidential Information. 

3. Equitable relief. Unauthorized use or disclosure of the Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach hereof. 

4. Term of Obligation. These confidentiality obligations shall be in place during the term of the Contract and 2 (two) years thereafter.

5. Other remedies. Nothing herein shall preclude Supercadence from enforcing any other legal or equitable remedies it may have upon Client’s breach of this article, including injunctive relief. Such other remedies may be enforced as additional protection measures.

8. SPECIAL TERMS OF COMPLIANCE

1. U.S. Export Law Compliance. The Parties agree to comply with applicable U.S. Government, EU, and UN export and re-export laws, regulations, and requirements. The Client further certifies that it shall not export or re-export directly or indirectly products or technical information that may be subject to such requirements, to any location, or to any end-user, or for any end-use, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance therewith. 

2. Export Limitation. Without limiting the foregoing, the Client specifically agrees that it will not export or re-export directly or indirectly products or technical information to: 

1. Any Group E country listed in Supplement No.1 to Part 740, the Crimea Region of Ukraine, the so-called “DPR (DNR)” and “LPR (LNR)” regions of Ukraine, the Russian Federation, and the Republic of Belarus; or 
2. Any company, entity, or person listed as a party of concern found here; or 
3. For any parties related to the development, production, or use of nuclear, chemical, or biological weapons or missiles.

3. U.S. Sanction Law Compliance. The Parties warrant and represent that neither Party (a) is a Sanctioned Person, (b) has any assets in the Sanctioned Countries, (c) derives any operating income from investments in or transactions with Sanctioned Persons or Sanctioned Countries, and (d) directly or indirectly, uses any amounts obtained in relation hereto to fund any operations in, finance any investments or activities in, or make any payments to a Sanctioned Person or a Sanctioned Country. The “assets” means any equipment, property, and funds owned by Party.

4. Environmental Law Compliance. The Parties shall comply in all material respects with any and all applicable environmental laws in jurisdictions in which the Party operates or owns assets. However, a requirement of any environmental law may not apply if it is contested in good faith, or a bona fide dispute exists with respect thereto. 

5. Modern Slavery. Each Party affirms its compliance with the Modern Slavery Act 2015 (the “Act”) and associated guidance to the maximum extent that the Act applies to the Party. Each Party confirms that it has read, is familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act, and a Party carries out regular, meaningful, and comprehensive due diligence procedures and has internal policies in place to address any suspected human rights abuse in its business and group where applicable.

6. Anti-Bribery Law Compliance. The Parties agree to comply with applicable anti-bribery and anti-corruption laws and maintain their own policies and procedures for ensuring compliance. They shall promptly report any requests for undue financial or other advantages and notify each other if a foreign public official becomes associated with the party. The categories and definition used in this Section will be determined by applicable laws. For clarity, a person associated with a party includes any subcontractor of the party.

9. WARRANTY DISCLAIMER. LIMITATION OF LIABILITY

1. As-Is Condition. THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, “AS AVAILABLE”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. SUPERCADENCE, ITS REPRESENTATIVES AND PARTNERS DO NOT WARRANT THAT: 

1. THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; 
2. ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR 
3. THE RESULTS OF USING THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS. THE CLIENT’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK. 

2. Client’s Delay. SINCE SOME OF THE SERVICES ARE DEPENDENT UPON CLIENT’S COMPLIANCE WITH THE OBLIGATIONS AS SPECIFIED HEREIN, INCLUDING THE OBLIGATION TO PROVIDE SUPERCADENCE WITH A SUFFICIENT AMOUNT OF THE PROPERTY TO PERFORM THE SERVICES, THE CLIENT’S FAILURE TO FULFILL THE OBLIGATIONS HEREUNDER OR THE ONES REASONABLY REQUESTED BY SUPERCADENCE (THE “CLIENT’S DELAY”) MAY PREVENT OR POSTPONE SUPERCADENCE’S PERFORMANCE OR RESULT IN THE SUPERCADENCE’S UNDERPERFORMANCE HEREUNDER. IF THE CLIENT’S DELAY CAUSES SUCH THE RESULTS, SUPERCADENCE SHALL NOT BE DEEMED BREACHING ITS OBLIGATION UNDER THE CONTRACT, ORDER (IF ANY) OR ANY OF THEIR INTEGRAL PARTS.

3. Excluded Liability. SUPERCADENCE WILL HAVE NO LIABILITY TO THE CLIENT AND THIRD PARTIES IN CONNECTION WITH:

1. CLIENT’S FAILURE TO PROVIDE NOTICES TO OR OBTAIN CONSENTS FROM ITS END USERS REGARDING ITS PRIVACY PRACTICES OR THE SERVICES DESCRIBED HEREIN WHICH ARE REQUIRED BY APPLICABLE LAW; 
2. CLIENT’S COLLECTION, USE, OR DISCLOSURE OF PROPERTY AS CONTEMPLATED HEREIN; OR 
3. DATA SECURITY OR DATA USE IF SUPERCADENCE ACTS IN ACCORDANCE WITH THE CLIENT’S INSTRUCTIONS.

4. No Metrics Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW AND UNTIL OTHERWISE IS PROVIDED HEREUNDER, SUPERCADENCE DISCLAIMS ALL GUARANTEES REGARDING PROSPECTS’ INTERACTION WITH THE CLIENT’S CONTENT, PERFORMANCE OF CLIENT’S ADVERTISING CAMPAIGNS, AND CLIENT’S SALES OUTCOMES, INCLUDING QUALITY AND QUANTITY OF ADVERTISING IMPRESSIONS, LEADS, CLICK-THROUGH RATES, CONVERSIONS, CLIENT’S PROFIT, THE ACCURACY OF DATA AND THE PLACEMENT OF ADS, ETC. PLACEMENT OF THE CLIENT’S CONTENT ON ANY SPECIFIC WEBSITE IS NOT GUARANTEED. SUPERCADENCE MAKES NO REPRESENTATIONS AS TO THE EXPECTED PERFORMANCE OF THE CLIENT’S ADVERTISING CAMPAIGNS OR ANY OTHER ANTICIPATED BENEFITS RELATED TO THE USE OF THE SERVICES OR THAT THE SERVICES ARE SUITABLE FOR THE CLIENT’S INTENDED PURPOSE.

5. Consequential Loss Limitation. SUPERCADENCE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS CONTRACT, EVEN IF SUPERCADENCE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

6. Liability Cap. UNDER NO CIRCUMSTANCES, WILL SUPERCADENCE’S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THIS CONTRACT EXCEED THE TOTAL AMOUNT OF THE TOTAL CONTRACT VALUE PAID BY THE CLIENT TO SUPERCADENCE UNDER THIS CONTRACT IN 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

7. Liability Cap Due to Informational Support. NOTWITHSTANDING THE FOREGOING, INFORMATIONAL SUPPORT REFERRED TO HEREIN, IS PROVIDED “AS IS” WITHOUT ANY WARRANTY AND SUPERCADENCE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH THE INFORMATIONAL SUPPORT UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SUPERCADENCE’S LIABILITY WITH RESPECT TO SUCH THE INFORMATIONAL SUPPORT SHALL NOT EXCEED ONE HUNDRED USD ($100.00). WITHOUT LIMITING THE FOREGOING, SUPERCADENCE DOES NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) CLIENT’S USE OF THE INFORMATIONAL SUPPORT WILL MEET CLIENT’S REQUIREMENTS, (B) CLIENT’S USE OF THE INFORMATIONAL SUPPORT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM MISTAKES, AND (C) INFORMATIONAL SUPPORT WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9 HEREOF, CLIENT SHALL BE FULLY LIABLE UNDER THIS CONTRACT TO SUPERCADENCE FOR ANY DAMAGES ARISING OUT OF CLIENT’S USE OF THE INFORMATIONAL SUPPORT, ANY BREACH BY CLIENT OF THIS CONTRACT, AND ANY OF CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

8. Exceptions. SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.

10. INDEMNITY

1. Indemnification by Client. The Client shall defend, indemnify, and hold harmless Supercadence and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third party arising out of (a) its infringement, misappropriation, or violation of applicable law or any third-party rights (including intellectual property, property, privacy, or publicity rights), and (b) the Property and any other data provided by the Client in connection with the Services.

2. Indemnification by Supercadence. The Supercadence shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs from any claim or demand by a third party arising out of third-party copyright or other IP rights infringement claims caused by the Client’s use of the Website/Platform in accordance herewith.

3. Indemnification Procedures. The indemnified Party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that (a) any settlement requiring the indemnified Party to admit liability or pay any amount (not covered by the indemnifying party) requires the prior written consent of the indemnified Party, not to be unreasonably withheld or delayed, and (b) the indemnified party may join in the defense with its own counsel at its own expense.

11. TERM AND TERMINATION

1. Term of Contract. This Contract will remain in full force and effect while the Client uses the Services, until otherwise is provided by the Order (if signed). 

2. Renewal of Order. Each time, after its expiration, the Subscription Term under the Order automatically renews for successive terms of the same duration, but no less than 12 months, if no Party notifies the other Party about its decision not to prolong the Subscription Term thereunder at least 30 days before the end date of the Subscription Term. Until the Order outlines otherwise, if the terms of the Subscription varied within the Subscription Term, the Subscription Term would renew for the same duration as specified in the Order, but no less than 12 months, on terms of Subscription applied to the last 6 months of the Subscription Term. Supercadence has no obligation to notify the Client when the Subscription Term is running out.

3. Termination for Convenience. Either Party may terminate the Subscription Term upon prior 30-day written notice sent to the other Party according to the Billing and Refund Policy. Before the end of the Subscription, the Client should use all the remaining limits, such as the Audience Limit, and stop all advertising campaigns; any limits unused before the cancelation date will expire, and no refund will be available. It is the sole Client’s responsibility to manage all active advertising campaigns. The Subscription will be automatically stopped, the purchased limits will expire, and all advertising campaigns will stop on the 31st day upon the cancelation notice receipt date. Also, the Client can cancel its Subscription through the Supercadence account with no time frames and at any time, subject to the aforementioned cancelation period.

4. Termination for Breach. Either Party may terminate the Subscription Term upon prior written notice sent to the other Party (the “Defaulting Party”) if the Defaulting Party materially breaches the Contract, and such breach remains uncured for 30 days after notice. At the same time, the Client may not refer to or use the abovementioned 30-day cure period to postpone the due payment date or extend or otherwise change the payment term specified in the relevant Order or the Contract. 

5. Discontinuation of Services. Supercadence reserves the right at any time to suspend or discontinue, temporarily or permanently, the Services or any part thereof. If Supercadence intends to discontinue the Services, and it is not due to (a) the Client’s violation of any part hereof or (b) any third-party acts or omissions beyond Supercadence’s control (e.g., critical infrastructure, network, cloud-service providers, etc.) which requires a prompt reaction, Supercadence shall provide 30 days’ written notice to the Client. The Client agrees that Supercadence shall not be liable to the Client or to any third party for any suspension or discontinuance of the Services, given that they are made in compliance with this Section. Should Supercadence discontinue the Services following this Section, it shall deliver written notice of prepaid but unused Services Fees remaining as of the date of discontinuation and refund the Client such amount following the Client’s invoice.

6. Termination for Unfair Practice. Supercadence may suspend or terminate the Client’s access to the Services if Supercadence (i) reasonably believes that the Client is competing with Supercadence or abusing/disparaging Supercadence, its business reputation or Services in any way, (ii) or Supercadence has reasonable suspicions that the cooperation with the Client may cause business reputation losses due to the Client’s activity. In the case of suspension/termination, no paid Services Fees and other amounts (if any) hereunder are refundable.

7. Termination for Insolvency. Either Party may terminate the Subscription Term if the other Party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.

8. Effect of Termination. Upon expiration or termination of the Contract, Order (if any), or Subscription Term:

1. Survival. Articles 4, 7, and 9 hereof shall survive expiration or termination of the Contract;
2. Expiration. Expiration of the Contract, Order (if signed), or Subscription Term leads to termination of access to the Services, expiration of unused Services and limits like prepaid Audience Limit, and ending all the advertising campaigns. Nevertheless, the Client may use the Website as the like an average internet explorer. Moreover, the Client does not lose access to the account and the data stored therein if it has not requested deletion of the data;
3. Termination by Supercadence. The Client acknowledges and agrees if Supercadence terminates the Contract in accordance herewith, Supercadence may delete the Client’s account, all the Property, as well as other information about the Services. Deleted information is not recoverable.

9. Severability. If any portion of this Contract (any provision or portion) is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Contract, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible and interpreted in such a way as to contain more actual and relevant meaning for the purposes of the Contract.

12. DISPUTE RESOLUTION. GOVERNING LAW

1. Dispute Resolution. The Parties hereby outline that the multi-tier dispute resolution process set out by this Article 12 shall apply to any dispute, controversy, or claim arising out hereof or relating in any way hereto or any of the Order placed in accordance with this Contract, as well as to the interpretation, enforceability, performance, breach, termination, or validity thereof (the “Dispute”) as follows.

1. Negotiations. The Parties shall attempt in good faith to resolve all the Disputes promptly by written negotiation. Until filing a claim, the Parties agree to try to resolve the dispute informally by contacting the other Party first through emails or via a respective customer success manager and sending a dispute notice. All persons engaged in negotiation of the Dispute shall be deemed as senior executives of Parties authorized to negotiate on the Parties’ behalf in the course of the negotiations hereunder. The senior executives shall negotiate in good faith for a reasonable period of time to settle such Dispute. In order to avoid slowing down the process, the whole negotiation period shall not exceed 40 days following the receipt of the first dispute notice. For the avoidance of any doubts, if the Parties do not use the Negotiations to resolve the Dispute, and they choose the Litigation (Section 12.1(b)) or Arbitration (Section 12.1(c)) procedure as the way to resolve the Dispute as the first and single step, it shall not lead to a respective court to reject the claim or vacate an arbitral award rendered in accordance with Section 12.1(c) hereof. Even though the Negotiations are an optional way to resolve the dispute, all the time, the dispute notice shall be sent by the Party prior to any further steps of such Party related to the Dispute resolution;

2. Litigation. If the Client is an entity registered in the USA or established, recognized, or authorized in accordance with US federal law or the law of any US State, the Parties agree that any judicial proceeding to resolve Dispute shall be brought in the federal or state courts located in Santa Clara County, CA, USA. The Client and Supercadence consent to venue and personal jurisdiction in such courts. Notwithstanding the above, the Client and Supercadence agree that the Parties alternatively may attend any litigation proceedings telephonically or videographically;

3. Arbitration. This Section 12.1(c) applies when the Client is not a US entity. Once the Party initiates a dispute resolution by the Arbitration, the Disputes is submitted to final and binding Arbitration administered by the International Centre for Dispute Resolution (the “ICDR”) of the American Arbitration Association (the “AAA”) in accordance with its International Arbitration Rules in effect at the time of the Dispute (the “Rules”), except as modified herein:

• all Disputes shall be heard by a single arbitrator, unless the claim amount exceeds 500,000.00 USD (exclusive of interest and the costs of Arbitration), in which case the dispute shall be heard by a panel of 3 arbitrators (the “Tribunal”); 
• the single arbitrator shall be appointed by the ICDR in accordance with its Rules; 
• if the claim exceeds 500,000.00 USD, 2 arbitrators shall be appointed by the Parties (one by each Party), and the third one shall be appointed by the ICDR in accordance with both its Rules and the following: (a) the Parties and ICDR shall select a person to serve as an arbitrator from the list provided by ICDR in accordance with its Rules within 20 days after the commencement of Arbitration; (b) the Parties shall then select the presiding arbitrator within 30 days after completion of the appointment of the Party selections; and (c) If any arbitrators (including the presiding arbitrator) are not selected within these time periods by the Parties, the ICDR shall, at the written request of any party, complete the appointments that have not been made;
• before accepting an appointment, the arbitrator shall promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. Any arbitrator may be removed by the ICDR for cause consisting of actual bias, conflict of interest, or another serious potential for conflict at its own discretion and in accordance with its Rules;
• consistent with the expedited nature of Arbitration, pre-hearing information exchange shall be limited to the reasonable production of relevant non-privileged documents explicitly referred to by a party for the purpose of supporting relevant facts presented in its’ case, carried out expeditiously;
• In addition to monetary damages, the Tribunal (or the single arbitrator) shall be empowered to award equitable relief, including an injunction and specific performance of any obligation hereunder. The Tribunal (and the single arbitrator) shall have the power to award attorneys’ fees, costs, and related expenses to such extent and to such Parties to the Dispute as it sees fit;
• the seat of Arbitration and the place of the hearing shall be New York, NY, USA. The law applicable to the Arbitration procedure is the law of the State of New York, USA;
• the language of the Arbitration shall be English;
• except as may be required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) Parties;
• the award of the Tribunal (and the single arbitrator) shall be final and binding upon the Parties to the Dispute and shall be the sole and exclusive remedy between or among the Parties to such Dispute regarding any claims, counterclaims, issues, or accounting presented to the Tribunal (and the single arbitrator). Judgment upon any award may be entered in any court having jurisdiction over any party to the Dispute or any of its assets;
• for the avoidance of doubt, the Parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the Arbitration (including any defense based on a statute of limitation, if applicable), the jurisdiction of the arbitral Tribunal (and the single arbitrator), and the procedural conditions for Arbitration non-outlined hereby, shall be finally and solely determined by the Tribunal (or the single arbitrator);

2. Individual Capacity Only. Both Parties agree to resolve the Dispute on an individual basis, and that any Disputes shall be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.

3. Governing Law. The Order, Contract, and their parts are construed in accordance with and governed by the material law of the State of California, USA, except for its conflicts of laws principles unless otherwise required by a mandatory law of any other jurisdiction. All the obligations, rights, and remedies of the Parties hereunder or derived from this Contract shall be determined in accordance with such law.

4. Severability of Arbitration Agreement. If any part or portion of the Contract is found to be, or otherwise is, illegal, void, or unenforceable, the Section 12.1(c) hereof shall constitute the separate and independent arbitration agreement between the Parties. In the event that any part or portion of Article 12 hereof is found to be, or otherwise is, illegal, void, or unenforceable, the remainder of this Article 12 hereof, including the Parties’ agreement to submit their Disputes to Arbitration, will continue in full force and effect and the application of such parts or portions to other circumstances will be interpreted so as reasonably to affect the intent of the Parties.

13. MISCELLANEOUS

1. No Partnership or Agency. Nothing herein is intended to establish any form of partnership, recruitment, or joint venture between the Parties. The Parties are not agents. Neither the Client nor Supercadence can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other. Nothing in the Contract creates obligations for third parties; no third party is bound by the Contract.

2. Electronic Agreement. The Contract is an electronic agreement. The electronic form hereof has the same legal effect as if it were signed using a physical signature.

3. Subcontractors. Except as otherwise agreed by the Parties, Supercadence reserves the right to use subcontractors to perform the Services. Supercadence will be responsible for the performance of any such subcontractors. 

4. Force Majeure. A Party shall not be considered to be in default or breach of this Contract, and shall be excused from performance or liability for damages to any another Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Contract, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of the public enemy, war, military conflict, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the control of the Party. A Force Majeure event does not include an act of negligence or Intentional wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder.

5. Marketing. The Client agrees to reasonably consider participation in a press release announcing its use of the Service (with any such release to require prior written approval of each party). In any event, the Client agrees that Supercadence may use Client’s name and logo in customer lists on Supercadence’s websites and in Supercadence’s marketing materials (any such activity to cease upon written request by the Client).

6. Feedback. Supercadence welcomes feedback, comments, and suggestions for improvements to the Website/Platform and Services (the “Feedback”). The Client acknowledges and expressly agrees that any contribution of the Feedback does not and shall not specially give or grant the Client any right, title, or interest in the Website/Platform, Services, or in any such Feedback. All the Feedback become the sole and exclusive property of Supercadence, and Supercadence may use and disclose them in any manner and for any purpose whatsoever without further notice or compensation to the Client and without retention by the Client of any proprietary or other right or claim. The Client hereby assigns to Supercadence all rights, title, and interest (including any copyright, trade secret, know-how, moral rights, and any and all other intellectual property rights to the maximum extent permitted by applicable law) that the Client may have in and to any and all the Feedback.

7. Equitable Relief. The Client agrees that a breach of the Contract shall cause irreparable injury to Supercadence for which monetary damages would not be an adequate remedy and Supercadence shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

8. No Waiver. Except as otherwise expressly provided herein, no failure or delay on the part of either party in exercising any right, power, or privilege under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

9. No Implied Terms. Any provisions and rights that are not clearly outlined herein are considered unforeseen and non-granted to the Client; neither the Contract nor any part hereof contains implied rights, terms, or provision.

10. Notices. All notices to Supercadence shall be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), email, or as otherwise specified by Supercadence. Address for hard-copy notices: Influ2 Inc., 1250 Borregas Ave #44, Sunnyvale, CA94089. Legal notices to Supercadence shall be sent to legal@influ2.com. Notices to the Client shall be sent to the account email address on file and/or posted on the Website/Platform and are deemed effective when sent or posted. The notices may also be sent to the email address which has been ever used for communication with Supercadence.