1. Agreement

1.1. These Terms and Conditions ("Terms") form a legal agreement between XuperLabs INC, a company incorporated under the laws of Colorado, USA, with registered company number UIC 303-5785550, having its registered seat and address at 1942 Broadway St. STE 314C Boulder, CO 80302, Colorado, United States (referred to as "XuperLabs"), and the customer of XuperLabs software and services ("Customer").
1.2. The date you accept these Terms is considered the Effective Date, when the legally binding agreement between XuperLabs and Customer becomes effective.
1.3. These Terms are valid and binding between the Parties during the period Customer uses the Subscription Service under the Free Plan, as described on the XuperLabs website www.Xuperlabs.com (the "Website").
1.4. If Customer decides to upgrade the Free Plan to any other pricing plan available in the Pricing section of the Website, Customer will be required to provide valid bank card information.
1.5. From the moment Customer fills in the bank card information as mentioned in section 1.4., XuperLabs will consider the cardholder the Customer under these Terms. Therefore, all rights and obligations applicable to Customer under these Terms will apply to the cardholder from that moment on.
1.6. XuperLabs and Customer can agree on contractual terms that may differ from or vary from those in these Terms by signing a Customized Order Form at any time.

2. Definitions

2.1. "Confidential Information" means:

(a) XuperLabs Core Technology (which is Confidential Information of XuperLabs)

(b) Customer Data and Customer Technology (which are Confidential Information of Customer)

(c) any other information of a party disclosed in writing or orally and designated as Confidential or Proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the receiving party), or that due to the nature of the information the receiving party would clearly understand it to be confidential information of the disclosing party

(d) the specific terms and conditions of these Terms, any Customized Order Form, and any amendment and attachment thereof, between the parties. Confidential Information does not include any information that:

(i) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party

(ii) was rightfully in the receiving party's possession at the time of disclosure without restriction on use or disclosure

(iii) is independently developed by the receiving party without using the disclosing party's Confidential Information

(iv) was or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure

2.2. "Customer Data" means electronic data uploaded by or for Customer and Customer's agents, employees, and contractors, and processed in the Subscription Service, excluding the XuperLabs Core Technology.

2.3. "Customer Technology" means software, methodologies, templates, business processes, documentation, or other material authored, invented, or otherwise created or licensed (other than by or from XuperLabs) by Customer using or for use with the Subscription Service, excluding the XuperLabs Core Technology.

2.4. "Documentation" means the XuperLabs product documentation relating to the operation and use of the Subscription Service and Software, including technical program or interface documentation, user manuals, operating instructions, and release notes, as updated from time to time by XuperLabs.

2.5. "Product Description" means the description of the ordered software products and services and their functionalities, as they may be publicly available on the Website or as they may be specified separately and in writing between the Parties by a customized Order Form.

2.6. "Professional Services" means any services provided by XuperLabs like training and implementation. Any such Professional Services will be specified in an applicable Statement of Work ("SOW") or, as the case may be, in a separate Service Level Agreement (SLA).

2.7. "XuperLabs Core Technology" means:

(a) the Subscription Service; Software; Documentation; and XuperLabs technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date or otherwise arising outside of work under a Professional Service;

(b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical or end-user documentation or manuals; and

2.8. "Software" means software provided by XuperLabs to Customer that operates on Customer-provided machines solely to facilitate the use of the Subscription Service.

2.9. "Subscription Service" means the XuperLabs software as a service (SaaS), namely the products of XuperLabs, as defined in the Product Description.

2.10. "Subscription Term" means the term of authorized use of the Subscription Service as set forth in the Pricing section of the Website or within a Customized Order Form – which can be set in months (for monthly subscription) or years (for annual subscription).

3. Grant of Use Rights

3.1. Subscription Service. Subject to these Terms, XuperLabs authorizes Customer to access and use the purchased Subscription Service during the Subscription Term as set forth in the Product Description for its internal business purposes in accordance with the Documentation. Customer shall not use or otherwise access the Subscription Service in a manner that exceeds Customer's authorized use as outlined in these Terms.

3.2. Software. XuperLabs grants Customer a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license during the Subscription Term to install, whenever such technical necessity arises and execute Software on machines operated by or for Customer solely to facilitate Customer's authorized access to and use of the purchased Subscription Service. The Software may include code that is licensed under third-party license agreements, including open source made available or provided with the Software. Software is licensed and not sold, even if for convenience, XuperLabs refers to words such as sale or purchase.

3.3. Restrictions. Customer shall not (and shall not permit others to) do the following with respect to the XuperLabs Core Technology:

(i) use the Subscription Service with external programs in a manner that intentionally circumvents contractual usage restrictions

(ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of it available for access by third parties except as otherwise expressly provided in a Customized Order Form

(iii) access it for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Subscription Service

(iv) disassemble, reverse engineer, or decompile it

(v) copy, create derivative works based on or otherwise modify it except as permitted in these Terms

(vi) remove or modify a copyright or other proprietary rights notice in it

(vii) use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner

(viii) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation

(ix) access or disable any XuperLabs or third-party data, software, or network (other than Customer's instance of the Subscription Service in accordance with these Terms). Before Customer exercises any of the foregoing actions that Customer believes it is entitled to, Customer shall provide XuperLabs with thirty (30) days prior written notice (or, if applicable law or the relevant court order does not allow for such notice, then the maximum amount of notice allowable) and provide reasonably requested information to allow XuperLabs to assess Customer's claim and, at XuperLabs's sole discretion, provide alternatives that reduce adverse impacts on XuperLabs's intellectual property and other rights.

4. Use Verification

4.1. XuperLabs may remotely review Customer's use of the Subscription Service, and upon XuperLabs' written request, Customer shall provide any reasonable assistance to verify Customer's compliance with the Agreement. If XuperLabs determines that Customer has exceeded its permitted use of the Subscription Service, then XuperLabs will notify Customer, and within thirty (30) days thereafter Customer shall either:

(i) disable any unpermitted use or

(ii) purchase additional subscriptions commensurate with Customer's actual use. If Customer fails to regain compliance within such thirty (30) day period or fails to make payment as provided in its Pricing Plan, XuperLabs may suspend Customer's use of the Subscription Service or terminate the contractual relation for cause in accordance with Section 9 (Term and Termination), in addition to any other rights or remedies XuperLabs may have.

5 Intellectual Property Rights

5.1. Ownership: XuperLabs retains all right, title, and interest in and to the XuperLabs Core Technology, including all intellectual property rights therein. Customer Data and Customer Technology are and shall remain the sole and exclusive property of Customer.

5.2. License Grant to XuperLabs: Customer grants XuperLabs a non-exclusive, worldwide, royalty-free right and license during the Subscription Term to use, reproduce, modify, prepare derivative works of, distribute, and display Customer Data solely for the purpose of providing and improving the Subscription Service and related services. XuperLabs will treat Customer Data confidentially in accordance with Section 6 (Confidentiality) below.

5.3. No Open Source License Grant: No provision of these Terms shall be construed as a grant or waiver of any intellectual property rights of XuperLabs or Customer, except for the limited licenses expressly granted herein. The Subscription Service may be subject to third-party open source licenses, and such licenses will be provided with the Subscription Service or otherwise made available on the Website.

6. Confidentiality

6.1. Obligations: Each Party agrees to hold in confidence all Confidential Information of the other Party. Neither Party shall, without the prior written consent of the other Party, disclose any Confidential Information of the other Party to any third party or use such Confidential Information for any purpose other than as permitted under these Terms. Each Party shall use the same degree of care to protect the Confidential Information of the other Party as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6.2. Exceptions: The foregoing obligations do not apply to Confidential Information that:

(a) was or becomes publicly known through no fault of the receiving Party

(b) was rightfully in the receiving Party's possession at the time of disclosure without restriction on use or disclosure

(d) is or is rightfully obtained by the receiving Party from a third party not under a duty of confidentiality and without restriction on use or disclosure.

6.3. Disclosure Required by Law: If a Party is required by law to disclose any Confidential Information of the other Party, it shall promptly notify the other Party in writing of such requirement (to the extent legally permitted) and shall cooperate with the other Party in seeking an appropriate protective order or other confidential treatment.

7. Term and Termination

7.1. Term: The term of these Terms shall commence on the Effective Date and shall continue until the earlier of

(i) the expiration or termination of the Subscription Term or

(ii) termination of these Terms as set forth in this Section 7.

7.2. Termination by Customer: Customer may terminate these Terms at any time by providing written notice to XuperLabs. In the event of termination by Customer, Customer shall have no right to a refund of any prepaid fees.

7.3. Termination for Cause by XuperLabs: XuperLabs may terminate these Terms for cause (including, but not limited to, upon the occurrence of any of the following events):

(a) Customer's material breach of any provision of these Terms and its failure to cure such breach within thirty (30) days after written notice from XuperLabs

(b) Customer's cessation of business operations or filing for bankruptcy or insolvency protection

(c) Customer's use of the Subscription Service in a manner that materially disrupts or negatively affects the Subscription Service or XuperLabs's network or security.

7.4. Effect of Termination: Upon termination of these Terms for any reason, all licenses granted hereunder shall immediately terminate, and Customer shall cease all use of the Subscription Service and Software. Sections 5 (Intellectual Property Rights), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Miscellaneous) shall survive the termination of these Terms.

8. Indemnification

8.1. Customer Indemnification: Customer agrees to indemnify, defend, and hold harmless XuperLabs, its officers, directors, employees, agents, licensors, and suppliers (collectively, the "XuperLabs Indemnified Parties") from and against any and all claims, losses, liabilities, expenses, damages, and costs (including reasonable attorneys' fees) arising out of or relating to:

(i) Customer's use of the Subscription Service or Software;

(ii) Customer's breach of these Terms; or

(iii) Customer Data.

8.2. XuperLabs Indemnification: XuperLabs agrees to indemnify, defend, and hold harmless Customer from and against any and all claims, losses, liabilities, expenses, damages, and costs (including reasonable attorneys' fees) arising out of or relating to a third-party claim that the Subscription Service infringes or misappropriates the intellectual property rights of such third party; provided that: Customer promptly notifies XuperLabs in writing of the claim; XuperLabs has sole control of the defense and settlement of the claim (provided that Customer shall not settle any claim without XuperLabs's prior written consent, which shall not be unreasonably withheld); and Customer cooperates fully with XuperLabs in the defense and settlement of the claim.

9. Limitation of Liability

9.1. Disclaimer of Warranties: THE SUBSCRIPTION SERVICE AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM ERROR. XUperLabs DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SUBSCRIPTION SERVICE OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. XUperLabs FURTHER DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, ADEQUACY, COMPLETENESS, OR AVAILABILITY OF THE SUBSCRIPTION SERVICE OR SOFTWARE.

9.2. Limitation of Liability: IN NO EVENT SHALL XUPERLABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SUBSCRIPTION SERVICE OR SOFTWARE, EVEN IF XUperLabs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL XUperLabs's TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, OR THE SUBSCRIPTION SERVICE OR SOFTWARE, EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SUBSCRIPTION SERVICE DURING THE THREE (3) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

10. Miscellaneous

10.1. Entire Agreement: These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10.2. Amendment: These Terms may be amended only by a written agreement signed by both Parties.

10.3. Assignment: Neither Party may assign these Terms without the prior written consent of the other Party, except that XuperLabs may assign these Terms to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.4. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws provisions. The Parties hereby attorn to the exclusive jurisdiction of the courts of Arapahoe County, Colorado for the resolution of any dispute arising out of or relating to these Terms.

10.5. Waiver: No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

10.6. Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

10.7. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier, addressed as follows: If to XuperLabs: XuperLabs INC Attn: Legal Department 1942 Broadway St. STE 314C Boulder, CO 80302, Colorado, United States If to Customer: The address set forth on the Order Confirmation or such other address as Customer may have designated by written notice to XuperLabs.

10.8. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond such Party's reasonable control, including, without limitation, acts of God, acts of war, terrorism, riots, civil commotions, strikes or labour disputes, natural disasters, fires, floods, epidemics, power outages, governmental actions, or material shortages. The affected Party shall promptly notify the other Party of the occurrence of any such cause of delay or failure.

11. Headings

Headings used in these Terms are for convenience only and shall not be considered part of these Terms or be used in construing them.

12. Third-Party Beneficiaries

These Terms are not intended to confer any rights or remedies upon any third-party beneficiary.

13. Export Controls

The Subscription Service and Software may be subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all such laws and regulations and will not export or re-export the Subscription Service or Software to any countries or persons in violation of such laws and regulations.

14. Survival

Sections 5 (Intellectual Property Rights), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Miscellaneous) shall survive the termination of these Terms.

15. Feedback

If Customer provides any feedback or suggestions regarding the Subscription Service or Software ("Feedback"), then Customer hereby assigns to XuperLabs all rights, titles, and interest in and to the Feedback and agrees that XuperLabs shall be free to use the Feedback in any manner without any obligation to Customer.

16. Governing Language

These Terms have been drafted in English. If Customer requires a translation, Customer shall procure such translation at its own expense. In the event of any conflict between the English language version and a translated version, the English language version shall control.

17. Term and Termination for Free Plan

For Customers using the Free Plan, these Terms will terminate automatically upon the expiration of the Free Plan period, unless Customer upgrades to a paid subscription plan.

18. Additional Terms for Paid Subscriptions

In the event Customer upgrades to a paid subscription plan, additional terms and conditions specific to the chosen paid subscription plan may be presented to Customer for acceptance. Such additional terms and conditions, once accepted, will become part of the Agreement between XuperLabs and Customer.

19. Entire Agreement

These Terms, together with any SOWs or separate Service Level Agreements, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

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