Introduction
This Customer Agreement (“Agreement”) is entered into between you (“Customer”) and Suprim Software Company LLC (“Suprim”).By placing an order, downloading, accessing, or using any Suprim product or service, you agree to the terms of this Agreement. If you are acting on behalf of an organization, you confirm you have authority to bind that organization. “You” or “Customer” refers to that entity. If you do not agree to these terms, you must not use or access Suprim products or services.
1. Overview
This Agreement applies to Customer’s purchase and use of Suprim products and services. It covers: Cloud Products – hosted products, platforms and services; Infrastructure as a Service (IaaS); Software as a Service (SaaS). Software Products – installable or downloadable software made available by Suprim. Consulting Services – as purchased by Customer. Certain products may include additional product-specific terms or documentation which govern their use as specified on quotes or order forms.
2. Use of Products
2.1 Grant of Rights
For the duration of the subscription or license term, Suprim grants Customer a non-exclusive, worldwide, limited right to use the products solely for internal business purposes and in accordance with product documentation and order details.
2.2 Restrictions
Customer may not (and may not allow others to:
Sell, resell, rent, sublicense, or distribute Suprim products. Provide access to third parties except to authorized users. Separate Suprim products as a stand-alone service for a fee. Reverse engineer, decompile, or attempt to access source code (unless required by law). Create competing products or derivative works. Circumvent usage or licensing limits. Remove or alter ownership notices or legal disclaimers. Violate Suprim’s Acceptable Use Policy (www.suprimco.com/legal/acceptable-use-policy).
2.3 Data Processing
Suprim’s Data Processing Addendum (DPA) governs the handling of Customer Data and forms part of this Agreement (www.suprimco.com/legal/data-processing-addendum).
3. Users
Customer may authorize individual users to access products. Customer is responsible for user activity and compliance. Login credentials must remain confidential. Any unauthorized access must be reported to Suprim immediately. For cloud services requiring a domain (e.g., CloudStorm custom domains), Suprim may require proof of ownership or control. Products are not available to anyone under 16 years of age.
4. Cloud Products
4.1 Customer Data
Suprim processes Customer Data as necessary to deliver its cloud products and related services.
4.2 Security
Suprim maintains reasonable technical and organizational measures designed to protect Customer Data from unauthorized access, use, or disclosure.
4.3 Service Levels
Each Suprim product maintains its own Service Level Agreement (SLA) published on that product’s official website. SLAs are product-specific and govern uptime, availability, and remedies. They are not part of this central Agreement.
4.4 Data Retrieval
Documentation for each cloud product explains how Customer Data can be retrieved during or after the subscription term.
4.5 Suspension or Removal
Suprim may suspend access or remove Customer Data if: It violates law, this Agreement, or third-party rights, or It threatens product security or functionality. Where possible, Suprim will notify Customer in advance before taking such actions.
4.6 Additional Terms and Conditions
Each Suprim product maintains its own Terms and Conditions published on that product’s official website. The terms are product-specific and govern additional remedies that are product specific.
5. Software Products
5.1 Modifications
Certain software products may include components in source form for internal use. Any modifications must remain confidential and used only with Suprim products.
5.2 Compliance Verification
Suprim may request confirmation of license compliance and, at reasonable intervals, audit usage with advance notice. If use exceeds the licensed scope, Suprim may invoice for overages.
5.3 Instances
Unless otherwise specified, one production instance of a software product may be installed per license.
5.4 Additional Terms and Conditions
Each Suprim product maintains its own Terms and Conditions published on that product’s official website. The terms are product-specific and govern additional remedies that are product specific.
6. Customer Obligations
Customer must ensure they have obtained all necessary rights and consents to provide Suprim with data. Customer is responsible for evaluating whether Suprim products meet regulatory or compliance obligations before use. Customer must not upload or process protected health information (PHI) under HIPAA unless a Business Associate Agreement (BAA) is in place.
7. Third-Party Products
Suprim products may interoperate with third-party applications or services. Use of third-party products is governed solely by the provider’s terms, and Suprim is not responsible for third-party products or services.
8. Consulting Services
Suprim provides support, development and consulting services as specified in the Customer’s quote or order form / invoice. Customer must provide timely access to relevant personnel and resources to allow Suprim to deliver services effectively. Consulting services are customer to customer basis, additional terms and conditions may apply as specified in quote or order/invoice.
9. Orders and Delivery
An order is binding only once accepted by Suprim (e.g., confirmation email, license key, or service activation). Orders placed via resellers are subject to reseller arrangements; Customer must pay the reseller directly. Suprim delivers software or cloud access electronically. Customer is responsible for installation where applicable.
10. Billing and Payment
Fees are defined in Customer’s order/invoice. Fees are non-refundable except as expressly stated in this Agreement. Subscriptions automatically renew at then-current rates unless canceled prior to renewal. Taxes, duties, and levies are Customer’s responsibility (excluding Suprim’s income taxes). Credit card payments may be subject to surcharges as disclosed on the order/invoice. Non-payment may result in suspension after written notice.
11. Warranties
Suprim warrants products will perform substantially in line with documentation during the subscription term. Suprim will not materially reduce security or core functionality during the term. Remedies: Suprim will correct issues or, if impracticable, allow termination with a refund of unused prepaid fees. Exclusions: warranties do not cover misuse, unsupported versions, or third-party products. Disclaimer: Except as stated above, products and services are provided “as is” without additional warranties.
12. Term and Termination
This Agreement remains effective until all subscriptions or license terms expire. Customer may terminate at any time but remains responsible for unpaid fees. Either party may terminate for material breach if not cured within 30 days. Upon termination, Customer must cease use and delete or return all Suprim materials.
13. Ownership
Customer owns its data and materials. Suprim retains ownership of its products, software, and related intellectual property. No rights are transferred except those expressly granted.
14. Limitation of Liability
Neither party is liable for indirect, incidental, or consequential damages. Each party’s aggregate liability is capped at amounts paid by Customer in the 12 months prior to the claim. Liability limits do not apply to breaches of confidentiality, indemnification, or intentional misconduct.
15. Indemnification
Suprim will defend Customer against claims alleging that Suprim products infringe third-party intellectual property rights, and will cover resulting damages or settlements, subject to Customer providing prompt notice and cooperation.
Exclusions: indemnification does not apply where claims arise from unauthorized modifications, third-party products, or misuse.
16. Confidentiality
Both parties agree to protect each other’s confidential information. Confidential information may be disclosed only to those with a legitimate need and under similar confidentiality obligations.
Exceptions apply for information that is public, independently developed, or legally required to be disclosed.
17. Free or Beta Products
Suprim may offer products or features on a trial, free, or beta basis. These are provided without warranties, support, or commitments, and may be withdrawn at any time.
18. Feedback
Customer may provide feedback or suggestions. Suprim may use feedback freely without obligation.
19. Publicity
Suprim may identify Customer as a client in promotional materials unless Customer requests otherwise in writing.
20. General Terms
Compliance with Laws: Both parties will comply with applicable laws.
Assignment: Customer may not assign this Agreement without Suprim’s written consent, except in case of merger or acquisition.
Governing Law: This Agreement is governed by the laws of the State of Wyoming, USA. Disputes will be handled in Wyoming courts.
Notices: Legal notices must be sent in writing to the addresses specified by each party.
Entire Agreement: This document, together with product-specific terms, is the entire agreement between the parties.
Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control.
Independent Contractors: The parties act as independent contractors.
Export Compliance: Customer agrees to comply with U.S. and international export regulations.
No Contingencies: Purchases are not dependent on delivery of future functionality.
21. SMS
If you choose to receive SMS messages from Suprim Software Company LLC, your use of the SMS service is also governed by our SMS Terms of Use.
22. Definitions
Customer Data – data provided or uploaded by Customer to Suprim products.
Documentation – user guides and materials for each product.
Order – a request for products or services accepted by Suprim.
Products – Suprim’s cloud or software offerings.
Subscription Term – the period during which Customer is entitled to use the products.
Support or Consulting Services – assistance provided under the applicable order.
User – an individual authorized by Customer to use the products.
