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SuperReach Terms and Conditions of Services

Our terms and your agreement to them

These SuperReach Terms and Conditions of Service set out the terms and conditions upon which the Client may use the Services (as defined below) and any application or functionality SuperReach make available through the Services.

By using the Services or signing a Service Order (as defined below), the Client agrees to and accept the Terms and Conditions. If these Terms and Conditions and Service Order are being accepted by you as an individual acting on behalf of an entity, by using the Services or signing a Service Order you represent and warrant that you are authorised to enter into the Agreement on behalf of that entity and to legally bind that entity.

  1. Definitions

    Capitalised terms shall have the meanings set forth in this clause.

    1. “Acceptable Use Policy” means the terms of use applicable to an User Authorised User of the Services.
    2. “Agreement” means the contract between the Client and SuperReach comprising the Service Order, these Terms and Conditions (including its Schedules and Annexes), Acceptable Use Policy and documents referred to in these Terms and Conditions for the provision of the Services.
    3. “Authorised User” means any individual who is an employee of Client as may be authorised by Client to access the Services pursuant to Client’s rights under this
      Agreement.
    4. “Client” any person who purchases Services from SuperReach on these Terms and Conditions.
    5. “Client Account” means an account created by the Client for accessing the Services.
    6. “Client Communications” means communications sent by Client via the Services, including emails, SMS and MMS messages, communications through websites and transactions, and other similar communications.
    7. “Client Data” means any data, information, programs, and other content provided or transmitted by Client or its Authorised Users to the Services, including, without limitation, Client Marketing Content and any personal data, including personal data of end customers and prospects of Client.
    8. “Client Marketing Content” means trademarks, trade names, service marks, slogans, logos, other source identifiers, and marketing and promotional content, including content in Client Communications provided or transmitted by Client or its Authorised Users to the Services in connection with the Services.
    9. “Client Third Party Data Provider” means a third party provider identified by Client for provision of Enhanced Data to Client on Client’s request in accordance with
      clause 7.3.
    10. “Commencement Date” has the meaning in clause 2.2.
    11. “Confidential Information” information (however recorded or preserved) acquired by a Party under this Agreement which is confidential to the other Party because it concerns: its business, affairs, clients, customers, suppliers, plans, intentions, market opportunities, operations, processes, products, information, know-how, designs, trade secrets, or software and includes the Services, Documentation, instructions and all enhancements and improvements thereto.
    12. “Designated Third Party Provider” means third party provider(s) nominated by SuperReach for the provision of Enhanced Data to Client on Client’s request in accordance with clause 7.3.
    13. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise, whether in paper, electronic or other written form) regarding the Services that are made available by SuperReach to Client online or in any other manner.
    14. “Enhanced Data” means third party data (including personal data) from a Designated Third Party Provider or a Client Third Party Provider which enhances Client Data by providing additional details such as contact details, demographics, firmographics or geographic information.
    15. “Fees” means the fees payable by Client for use of the Services and any additional services including but not limited to Enhanced Data, as detailed in a Service Order from time to time.
    16. “Intellectual Property Rights” means any and all intellectual property rights whether registrable or un-registrable, and whether registered or un-registered,(including any applications or right of applications for such rights) industrial property, and including other proprietary rights, throughout the world, including all rights in, to, or arising out of patents, petty patents, patent applications, inventions (whether patentable or
      not), invention disclosures, trademarks, trade secrets, trade names, services marks, passing off, unfair competitions rights, utility models, semi conductor, topography rights, rights in design, know-how, good will, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, any confidential information, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.
    17. “Initial Term” has the meaning in clause 12.1.1.
    18. “Renewal Term” has the meaning in clause 12.1.2.
    19. “Schedule” means a schedule to these Terms and Conditions which shall be considered an integral part of the Agreement.
    20. “Services” means access to the SuperReach online marketing automation platform and related services supplied by SuperReach to Client on these Terms and Conditions.
    21. “Service Order” means any online or written form or other communication provided by SuperReach evidencing the details of the Services requested by the Client and any subsequent orders of the Services.
    22. “Term” means the period of time during which the Services is made available on terms in these Terms and Conditions to Client, or (where applicable) the period of time made up of the Initial Term and any Renewal Term.
    23. “Terms and Conditions” means these terms and conditions and its Schedules and any documents referred to, as amended from time to time in accordance with clause 13.9 .
    24. “User Account” means the account created by an Authorised User in accordance with these Terms and Conditions for accessing the Services purchased by the Client.
  2. Contract Formation
    1. The Service Order constitutes an offer by the Client to purchase Services in accordance with these Terms and Conditions.
    2. The Service Order shall only be deemed to be accepted when SuperReach has executed the Service Order at which point and on which date the Agreement shall come into existence (Commencement Date).
    3. In the event of any conflict between these Terms and Conditions and the terms contained in any Service Order, the terms contained these Terms and Conditions shall prevail unless express reference to the superseded term in these Terms and Conditions is set forth in the Service Order.
  3. Service and Restrictions
    1. Subject to the terms and conditions of the Agreement, SuperReach grants Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term.
    2. Client may permit its Authorised Users to use the Services provided that Client shall be responsible for each Authorised User’s compliance with these Terms and Conditions as though such Authorised User is a party to the Agreement.
    3. The Client shall be liable for all activities on the Client Account and User Account at all times.
    4. Restrictions
      Client will not, and will not permit any Authorised User or other party to:

      1. modify, adapt, alter, translate, or create derivative works of the Services;
      2. sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party;
      3. reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the
        underlying ideas, algorithms, structure or organisation) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to SuperReach);
      4. bypass, delete, or disable any copy protection or security mechanisms of the Services;
      5. use or demonstrate the Services in any other way that is in competition with SuperReach;
      6. remove any notice of proprietary rights from the Services;
      7. attempt to gain unauthorised access to, or disrupt the integrity, performance or security of the Services or the data contained therein;
      8. use or copy the Services or Documentation, except as expressly allowed herein; or
      9. use the Services in violation of the Acceptable Use Policy. SuperReach shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement
    5. Downtime
      1. Client acknowledges that access to and use of the Services may be suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions.
      2. SuperReach shall use its reasonable endeavours to provide as much advance notice as is practicable. SuperReach accepts no liability for any
        losses or damage incurred at any time as a result of such downtime.
    6. Third Party Providers
      1. Client may use the Services to interact with its other third party providers (e.g., CRM, webshop or e-commerce platforms).
      2. If Client chooses to integrate the Services with those third party platforms, it is Client’s responsibility to ensure that the integration does not conflict with these Terms and Conditions and the third party’s terms and conditions. SuperReach accepts no liability in relation to any third party providers services.
      3. Some third party platforms may require Client or SuperReach to provide certain Client Data that SuperReach is processing on Client’s behalf back to the third party platform. In these cases, Client’s request to integrate with the third party platform shall constitute an instruction to provide the Client Data to the third party platform.
      4. In the event Client does not wish Client data to be provided to the third party platform, Client should immediately inform SuperReach, such
        requests to be made in writing. Client acknowledges and agrees that this may result in the suspension of the integration with the third party provider for which SuperReach shall not be held liable.
  4. Use of the Services
    1. Setup Responsibilities.
      1. Client shall be responsible for setting up a Client Account and configuring the Services, including without limitation any provisioning of access to the Services to its Authorised Users so Authorised Users can set up their respective User Accounts.  Client shall be responsible for obtaining and maintaining, at Client’s own expense, all the necessary telecommunications, computer hardware, software, services and Internet connectivity required by Client or any Authorised User to access the Services from the Internet.
      2. In the event that SuperReach assists or advises Client with the setup, configuration or support in relation to the Services, in no event shall such assistance or advice be construed as business or legal advice, nor shall SuperReach have any liability for such works.
    2. Client Account.
      1. Client is solely responsible for protecting and safeguarding Client’s account and passwords and/or keys or other access protocols that have
        been provided to Client or that are generated in connection with Client’s and/or Authorised Users’ use of the Services.
      2. Client shall use commercially reasonable efforts to prevent unauthorised access to or use of its account and the Services.
      3. Client is solely and fully responsible for all activities, including accrued charges, that occur in connection with the Client Account and use of the Services. In the event Client believes the Client Account or the Services have been compromised, including any unauthorised use or access of the Services or any other known or suspected breach of security, Client shall immediately notify SuperReach by email to support@superreach.com (or such other email as notified to Client by SuperReach from time to time), but in any event no more than twenty-four (24) hours following discovery of such breach.
      4. The Client shall remain liable at all times for any such incident of security breach and for any of the consequences of said breach.
    3. Authorised User Account.
      1. Client shall procure that Authorised Users comply with Acceptable Use Policy, Privacy Policy and other terms and conditions relating to the
        Services from time to time.
      2. Client is solely and fully responsible for all activities that occur in connection with the User Account and use of the Services.
    4. Suspension, Limitation and Termination of Access. 
      SuperReach shall be entitled, without liability to Client or notice, to immediately suspend, terminate or limit Client’s or any Authorised User’s access to the Services at any time in the event that SuperReach determines, in its reasonable discretion that:

      1. the Services are being used by Client, or its Authorised Users, in violation of any applicable laws or regulations or these Terms and Conditions;
      2. the Services are being used by Client or its Authorised Users, in an unauthorised, inappropriate, or fraudulent manner;
      3. the use of the Services by Client or its Authorised Users, adversely affects SuperReach’s equipment or service to others;
      4. SuperReach is prohibited by an order of a court or other governmental agency from providing the Services;
      5. there is a denial of service attack or any other event which SuperReach determines, in its sole discretion, may create a risk to the Services or to any other clients if the Services were not suspended;
      6. there is a security incident or other disaster or force majeure that impacts the Services or the security of the Services, Client’s account or Client Data; or
      7. any amount due under this Agreement is not received by SuperReach within fifteen (15) days after it was due.
      8. Without limiting the generality of the provisions of this clause 4, SuperReach shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Client‘s right to use the Services pursuant to this clause 4 under any circumstances whatsoever, except it is established in a court of law that such suspension, limitation or termination arose due to its gross negligence.
  5. Intellectual Property
    1. Ownership.
      1. Client acknowledges and agrees that the Services (including all Documentation or instructions) are protected by copyright and other laws
        relating to Intellectual Property Rights, and that the Services embody valuable confidential information of SuperReach and its suppliers, the
        development of which required the expenditure of considerable time and financial resources.
      2. All right, title, and interest in and to the Intellectual Property Rights and any other such rights in the Services and Documentation, and all
        worldwide Intellectual Property Rights therein and associated therewith, are the exclusive property of SuperReach and its suppliers, whether
        owned or licensed to or by SuperReach.
      3. All rights in and to the Services not expressly granted to Client in this Agreement are reserved by SuperReach, its suppliers or licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Services and Documentation, or any part thereof, including any right to obtain possession of any software, source code, data or other technical material related to the Services whatsoever.
      4. In the event that SuperReach assists or advises Client with the setup, configuration or support in relation to the Services, in no event shall such assistance or advice be construed as business or legal advice, nor shall SuperReach have any liability for such works.
    2. Continuous Development.
      1. Client acknowledges that SuperReach may continually develop, deliver and provide to Client on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, SuperReach reserves the right to modify the Services from time to time.
      2. In the event SuperReach adds additional functionality to a particular Service, SuperReach may condition the implementation of such
        modifications on Client’s payment of additional fees, provided that Client may continue to use the version of the Services that SuperReach makes generally available (without such features) without paying additional fees.
    3. Feedback.
      1. In the event that Client or its Authorised Users provide any comments or suggestions in connection with the Services, whether written or oral SuperReach, in its sole discretion, shall be entitled to use the feedback without restriction, and such feedback will not be treated as confidential information of the Client. Client hereby grants SuperReach, on behalf of itself and its Authorised Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the feedback into SuperReach products and services in any medium or on any media platform.
    4. Aggregated Data.
      1. SuperReach may collect and derive from Client Data, aggregated data that does not identify Client, the Clients customers, Authorised Users,
        third-party entity or any natural persons, and use and disclose such aggregated data for SuperReach’s legitimate business purposes, which
        may include but is not limited to Services improvement, service and product development, research and marketing.
      2. Client grants SuperReach the right to collect and review Client Marketing Content to improve and enhance the Services and for other development, diagnostic and corrective purposes.
  6. Fees and Expenses; Payments
    1. Fees Generally.
      1. In consideration for the Services, Client will pay to SuperReach the fees set out in the Service Order and which may also be made available on registration of the Client Account in the “Account” section of Client Account in the Services .
      2. SuperReach shall be entitled to withhold performance and suspend or discontinue the Services until all amounts due are paid in full, into the designated bank account of SuperReach which shall be supplied to the Client upon registration of the Client Account. In the event of any temporary suspension of Client’s access to the Services, applicable Fees will continue to accrue.
    2. Fee Increases.
      1. SuperReach will provide Client fourteen (14) days advance notice for any increase in Fees, in writing. Any increases to the Fees shall apply at the beginning of a Renewal Term. In the event the Client does not agree to the increase, it may terminate the Agreement with a notice in writing to expire before the expiry of the prevailing term. Client’s continued use of the Services after the expiry of a Fee increase notification will constitute the unconditional agreement by the Client to the increase in Fees.
    3. Billing, Invoicing, and Payment Terms.
      1. SuperReach will charge Client the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in British Pound Sterling (GBP) and are non-refundable.
      2. If Client is paying by credit card or other electronic payment method;
      3. Client hereby irrevocably authorises SuperReach to charge the credit card or other payment method provided for any such amounts when due.
      4. Fee’s due will be automatically charged;
      5. Any Client’s credit card which is declined, SuperReach will attempt to reach out to Client for a new payment method, and
      6. If Client’s credit card expires, Client hereby gives SuperReach permission to submit the credit card charge with a later expiration date, which should be provided to SuperReach one month prior to the expiration of the Clients registered Credit.
      7. If SuperReach fails to resolve an issue with Client resulting from a credit card decline or expiration, SuperReach may suspend the account due to non-payment, at its sole discretion and without notice to the Client.
      8. Client agrees to notify SuperReach of all billing disputes within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived.
      9. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. Interest shall accrue until the Clients account is repaid in full including any occurred interest.
      10. If SuperReach must initiate a collections process to recover Fees due and payable hereunder, then SuperReach shall be entitled to recover from Client all costs associated with such collections efforts, including but not limited to reasonable legal’ fees and recovery charges. In the event SuperReach delivers to Client an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within thirty (30) days of the date of such invoice.
    4. Taxes.
      1. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Client will be responsible for payment of all such taxes (other than taxes based on SuperReach’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and for delivery of the Services.
      2. To the extent that SuperReach charges any of the aforementioned taxes, they are calculated using the tax rates that apply based on the billing address provided by Client. Such amounts are in addition to the Fees and will be billed to Client’s authorised payment method.
      3. If Client is exempt from payment of any such taxes, Client must provide SuperReach with written evidence of exemption.
      4. If Client is not charged any of the aforementioned taxes by SuperReach, Client is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Client’s jurisdiction. Client will make all payments of Fees to SuperReach free and clear of, and without reduction for, any withholding taxes.
      5. Any such taxes imposed on payments of Fees to SuperReach will be Client’s sole responsibility, and Client will provide SuperReach with official receipts issued by the appropriate taxing authority, or such other evidence as SuperReach may reasonably request, to establish that such taxes have been paid.
      6. Client shall indemnify, defend, and hold SuperReach harmless, to the fullest extent possible and on a full indemnity basis, in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
    5. Expenses.
      If pre-approved by Client in a Service Order, Client shall reimburse SuperReach for reasonable out-of-pocket expenses (including travel and living) incurred in performing its obligations for specific Services under such Service Order. All costs and expenses incurred by Client in connection with this Agreement are the sole responsibility of Client at all times and under all circumstances.
  7. Client Data and Responsibilities
    1. Client Data and License to Use.
      1. Client Data, and all Intellectual Property Rights therein, is, as between SuperReach and Client, the exclusive property of Client. Client shall own all right, title and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services. Client grants SuperReach a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Client Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement.
      2. Client warrants that Client is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary lawful bases, permissions, valid consents and releases to lawfully transmit, store and use all Client Data in connection with the Services and to grant the rights granted to SuperReach under this Agreement.
      3. The Client acknowledges and agrees that it is the Client sole responsibility and to ascertain the lawful bases and obtain the necessary permissions required for SuperReach to be able to supply and perform the Services agreed under this Agreement. Any liability for the use by SuperReach of the Client Data lies with the Client at all times and under all circumstances.
    2. Data Protection.
      1. SuperReach shall collect and process personal data relating to the Client or Authorised Users in the administration of this Agreement and the Services accordance with its Privacy Policy available on its website.
      2. When providing the Services to the Client, SuperReach shall collect, use, disclose and otherwise process personal data contained in Client Data and Enhanced Data accordance with the requirements set forth in Schedule 1 to these Terms and Conditions (including its Annexes).
    3. Enhanced Data.
      1. The Client may from time to time use Enhanced Data from a Designated Third Party Data Provider or a Client Third Party Data Provider in connection with the Services.
      2. Where Client requires Enhanced Data from a Designated Third Party Data Provider:
        1. Client shall contact the Designated Third Party Data Provider directly for Enhanced Data via the platform provided by SuperReach in the provision of the Services. The provision of Enhanced Data from a Designated Third Party Data Provider using the Services will be at an additional fee chargeable by SuperReach which is dependent upon the level of service provided SuperReach. The additional Fee shall be added to Client’s current Fees;
        2. Client understands and agrees that SuperReach shall act as a mere facilitator in putting the Client in contact with the Designated Third Party Provider and shall not be liable for any acts or omissions of the Designated Third Party Provider.
        3. Client agrees that the Enhanced Data from the Designated Third Party Provider is provided by the Designated Third Party Data Provider directly to Client and that SuperReach does not act as a separate or joint Controller of such Third Party Data and shall have no liability to the Client or any third party data subject with respect to such Enhanced Data.
        4. SuperReach shall act as a processor in relation to Enhanced Data and any processing of the Enhanced Data shall be carried out in accordance with Schedule 1.
      3. Where Client requires Enhanced Data from a Client Third Party Data Provider, the processing of any Enhanced Data shall be carried out in accordance with Schedule 1.
      4. SuperReach is not liable for the accuracy, completeness, relevance or fitness for purpose of any Enhanced Data from either a Designated Third Party Data Provider or a Client Third Party Data Provider nor their acts or omissions or failure to comply with any applicable laws including data protection legislation.
    4. Client Responsibilities for Data and Security. 
      1. Client and its Authorised Users shall have access to the Client Data and shall be responsible for all changes to and/or deletions of Client Data and the security of all passwords and other account information required in order to access and use the Services.
      2. Client shall have the ability to retrieve or export Client Data out of the Services using the self-service tools SuperReach makes available to the Client. Client is encouraged to make its own back-ups of the Client Data frequently and is solely responsible for backing up such data.
      3. Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness, lawful basis for use with the Services of all Client Data and the means by which Client acquired Client’s Data. The Client further expressly agrees that any Special Category Data has the requisite lawful basis including authorisations from its customers.
      4. Client understands that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in Client restoring files that are no longer usable. SuperReach accept no liability for any damages caused to the Client for such circumstances.
    5. Client Communications.  
      1. Client shall comply with all applicable laws and regulations applicable to Client’s use of the Services, including Clients Communications and Clients Marketing Content, which laws and regulations shall include but not be limited to;
        1. any applicable laws that govern online promotions, offers, gift cards, coupons, and/or gift certificates, data privacy and protection, in the clients jurisdiction and under the Jurisdiction of this Agreement, intellectual property, the sending of electronic marketing messages and the sending of SMS and/or MMS text messages; and
        2. laws and regulations that apply to commerce, in each jurisdiction in which Client will be sending marketing communications to a resident of the jurisdiction.
      2. Client acknowledges and agrees that SuperReach;
        1. does not control or monitor Client Communications, or guarantee the accuracy, integrity, security or quality of such Client Communications; and
        2. is not responsible for obtaining the lawful bases including any necessary consents or permissions from recipients of Clients Communications.
      3. Upon request, Client shall provide reasonable proof of compliance with the provisions set forth in this Section 7.5 and SuperReach shall have no obligation to provide Services where SuperReach reasonably believes that Client has not so complied.
  8. Representations, Warranties and Disclaimers
    1. Mutual Representations and Warranties.
      1. SuperReach and Client each warrant that:
        1. it has full corporate right, power, and authority to enter into this Agreement; and
        2. the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound.
    2. Client Representations and Warranties. 
      1. Client represents and warrants that Client has the necessary lawful bases from any data subject whose personal data Client it is using in connection with the Services prior to the use of any personal data in connection with the Services.
      2. Client represents and warrants that the Client Data and use of the Client Data;
        1. will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party;
        2. will not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party; and
        3. will not be used in any illegal activity or promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity;
      3. Client will not distribute, share, or facilitate the distribution of unauthorised data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; and
      4. Client will comply with and will at all times honour the terms and conditions of any on-line coupon or similar marketing offer, deal or advertisement to market Client’s products and services offered or otherwise promoted via the Services.
    3. Limited Warranty.  
      1. SuperReach warrants that the Services, when used in accordance with the terms of this Agreement, will perform substantially in accordance with the Documentation during the Term of this Agreement.
      2. The foregoing warranty shall not apply to performance issues of the Services resulting from;
        1. content provided by or passed through Client or third parties in connection with the Services (including Client Data and Enhanced Data);
        2. Client’s data structures, operating environment, equipment or other technology;
        3. the use or combination of the Services with any other software, services or hardware not supported by SuperReach;
        4. causes external to the Services, such as problems with the hardware, network or other infrastructure with which the Services are used;
        5. unauthorised or improper use of the Services;
        6. any modification of the Services by Client or its Authorised Users; or
        7. third party components or services incorporated into the Services, including open source software.
      3. Provided that Client notifies SuperReach in writing of any breach of the foregoing warranty during the term of this Agreement, SuperReach shall, as Client’s sole and exclusive remedy, use commercially reasonable efforts to correct such non-conformance and if SuperReach fails to remedy the non-conformity, Client may terminate the Agreement, with written notice of the breach.
    4. Disclaimer. 
      1. The limited warranty in section 8.3 is made for the benefit of the Client only and no other person, entity or third party may take any benefit from it under any circumstances.
      2. To the maximum extent permitted by any applicable law, the Services (including Any documentation and instructions) as provided on an “As is” and “as available” basis and SuperReach makes no, and disclaims all warranties, representations or conditions, whether written or oral, explores or implied, or statutory, including without limitation any implied warranties or satisfactory quality, course of dealing, trade usage or practice, merchantability, title, non infringement or fitness for any purpose, with respect to the use, misuse or inability to use the software, documentation, or instructions, and any offers without limiting the generality of the foregoing.
      3. SuperReach does not warrant that the Services will; meet the Client’s requirements or operate without interruption or downtime or be error free. Some states and/or jurisdictions do not permit these exclusions or limitations therefore some of these limitations may not apply to some clients.
  9. Limitation of Liability 
    1. Limitation of Liability. 
      1. To the maximum extent permitted by all applicable law, in no event will SuperReach, nor its employees, Officers, contractors, sub contractors, licensors, vendors, suppliers, affiliates or any third party partners be liable to any Client or any other third party for any loss of revenue,  loss of any profit, or other special, incidental, indirect, punitive, consequential, reliance  or exemplary  damages of any nature arising from any Clients  or any other third party use or inability to use  the Services including but not limited to, loss of technology, loss of data including Client Data or interruption or loss of use damages whether or not SuperReach has been advised of the possibility of such damages or loss.
      2. The maximum aggregate liability of SuperReach, and its employees, Officers, contractors, sub contractors, licensors, vendors, suppliers, affiliates or any third party partners arising out of or in connection with this Agreement, whether in contract or tort (including negligence, strict liability or otherwise) shall not exceed  the actual fees paid by the Client for the Services provided during the six (6) months period immediately preceding the initial event or events which gave rise to the liability.
  10. Confidentiality
    1. Confidential Information.
      1. During the term of this Agreement, either party may provide (the Disclosing Party) the other party (the Receiving Party) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that;
        1. if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential;
        2. if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure; or
        3. is of a character that is commonly and reasonably regarded as confidential and/or proprietary.
      2. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under this Agreement.
      3. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information.
      4. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. Any breach of this Clause 10 by any person or entity which the Receiving has disclosed the Confidential Information to as a detailed in clause 10.4 such breach will be considered and treated as a breach by the Client.
      5. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and, upon request, the Receiving Party shall provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.
    2. Exceptions.
      1. The confidentiality obligations set forth in this section will not apply to any information that:
        1. is or becomes generally available to the public through no fault of the Receiving Party;
        2. is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations;
        3. the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or
        4. the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.
      2. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
    3. Remedies.
      1. Any breach or threatened or attempted breach of this Section 10 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy.
      2. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 10, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).
  11. Indemification
    1. By SuperReach.
      1. SuperReach will defend at its expense any claim brought against Client, and will pay any settlement SuperReach makes or approves, or any damages finally awarded in such claim, insofar as such any claim is based on a claim by any third party alleging that the Services infringe or misappropriate any Intellectual Property Rights in the United Kingdom, European Union member countries, Canada, or the U.S.
      2. If any portion of the Services becomes, or in SuperReach’s opinion is likely to become, the subject of a claim of infringement, SuperReach may, at SuperReach’s option:
        1. procure for Client the right to continue using the Service;
        2. replace or modify the Services to be non-infringing without materially impairing the functionality of the Services; or
        3. terminate this Agreement and refund to Client the pro-rated portion of any prepaid fees attributable to any unused Services, and upon such termination, Client will immediately cease all use of the Services.
      3. Notwithstanding the foregoing, SuperReach shall have no obligation under this Section or otherwise with respect to any infringement claim based upon;
        1. the Client Data or Enhanced Data;
        2. any use of the Services not in accordance with this Agreement or as specified in the Documentation;
        3. any use of the Services in combination with other products, equipment, software or data not supplied by SuperReach;
        4. any modification of the Services by any person other than SuperReach;
        5. modification of the Services based upon specifications furnished by Client (any of the foregoing circumstances under clauses 11.1.3.1 through11.1.3.5 will be collectively referred to as a “Client Indemnity Responsibility”).
      4. This Section 11.1 states the sole and exclusive remedy of Client and the entire liability of SuperReach, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this Section 11.1.
    2. By Client.
      1. Client will indemnify, defend and hold SuperReach, its officers, directors, affiliates, subsidiaries, licensors, agents and employees (each a “SuperReach Party”) harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related’legal fees and court costs arising out of or relating to:
        1. a Client Indemnity Responsibility;
        2. Client’s breach or alleged breach of any representation, warranty or obligation under the Agreement, or any violation of law; or
        3. the use, transmission, access, disclosure, or other processing of Client Data.
    3. Procedure.
      1. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing:
        1. the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim;
        2. the indemnifying party shall have sole control of the defence or settlement of any claim; and
        3. the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defence of any claim.
  12. Term and Termination
    1. Terms.
      1. Unless otherwise specified on an applicable Service Order, this Agreement commences on the Commencement Date and shall continue in effect for a period of one (1) year, which shall be considered the Initial Term.
      2. Thereafter, and unless otherwise specified in a Service Order, this Agreement and each applicable Service Order shall automatically renew for successive one (1) year terms which shall be known as the Renewal Term, unless either party provides notice to the other party of its intention not to renew prior to expiration of the Initial Term or the then-current Renewal Term.
      3. Client must provide at least five (5) days prior, written, notice and SuperReach must provide at least fifteen (15) days prior, written, notice. Notification of such non-renewal from Client to SuperReach must be provided as detailed in the Cancellationpage on the SuperReach website.
    2. Termination.
      1. Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement, and such breach remains unremedied for more than thirty (30) days after receipt of written notice of such breach.
      2. SuperReach may terminate this Agreement at any time without cause by giving at least thirty days notice to the Client.
      3. In addition, SuperReach may terminate this Agreement upon notice to Client if;
        1. Client becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors;
        2. in the event of non-payment in accordance with Section 6; or
        3. Client is on a free-tiered account and such account is inactive for a period of twelve (12) months or more.
      4. Upon termination of the Agreement Client shall not be entitled to any refund of any Fees previously paid to SuperReach for Services except in the event SuperReach terminates without cause or Client terminates due to an established uncured material breach by SuperReach, in which case Client may be entitled to a pro-rata refund of any pre-paid and unused Fees advanced to SuperReach.
    3. Effect of Termination.
      1. Upon termination or expiration of this Agreement for any reason:
        1. all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and
        2. SuperReach shall have no obligation retain any Client Data after any termination or expiration of this Agreement and may delete all Client Data, unless required by applicable law. Client shall have 15 days to make a back up copy of the Client Data.
        3. All liabilities accrued under this Agreement prior to the effective date of termination and the following all provisions which by its nature is intended to survive expiration or termination of this Agreement for any reason shall so survive .
  13. Miscellaneous
    1. Marketing.
      Client agrees that SuperReach may refer to Client by name, logo and trademark in SuperReach’s marketing materials and website. Client acknowledges and agrees that SuperReach does not certify or endorse, and has no obligation to certify or endorse, any of Client’s products, services, or content.
    2. Severability.
      If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. All remaining clauses in this Agreement shall be unaffected by any modification.
    3. Waiver.
      Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    4. No Assignment.
      Client may not assign its rights or delegate any obligations hereunder without the express prior written consent of SuperReach. Any assignment by Client without the prior written consent of SuperReach shall be null and void. SuperReach may assign its rights or obligations hereunder without notice or consent; provided, however, that the Services shall continue to operate as specified in this Agreement. This Agreement shall inure to the benefit of each party’s permitted successors and assigns.
    5. Force Majeure.
      Without limiting any other provision in the Agreement, SuperReach, or any SuperReach Party, is not responsible or liable to any Client for delay or failure to perform its obligations hereunder in the event that any of SuperReach or SuperReach Parties’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable SuperReach Party (as determined by such party in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
    6. Independent Contractors. 
      Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
    7. Notices
      1. Where SuperReach requires you provide an email address for service of notice, you are responsible for providing SuperReach with your most current email address. In the event that the last email address you provided to SuperReach is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, SuperReach’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to SuperReach at the following email address: support@superreach.com. Notice shall be deemed to have been duly given on the first business day following successful email transmission to SuperReach.
      2. It is the Client responsibility to ensure that all relevant information and details provided to SuperReach are current and reliable at all times.
    8. Entire Agreement.
      The Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Except as otherwise set forth in the Agreement, no modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorised signatory of Client and SuperReach.
    9. Modification to this Agreement
        1. SuperReach may amend the Agreement from time to time due to changes to the Services, to account for developments under the law, or for any other reason.
        2. When material modifications are made, SuperReach may (and where required by law, will) send an email to the Client in accordance with clause 14.7.1.. If you do not agree to any change(s) after receiving a notice of such change(s), you may terminate the Agreement by giving notice to the Client. Continued use of the Services shall constitute Client’s acceptance of such change(s).

      the SuperReach Website will contain all up to date information, You should read the Website from time to time to ensure you are up to date with any changes.

  14. Governing Law and Jurisdiction

    This Agreement and any action related thereto will be governed and interpreted by and under the laws of the England and Wales. Client hereby expressly consents to the exclusive jurisdiction and venue of the English courts for any legal action arising from or related to this Agreement.