Software Subscription Agreement

Effective Date: October 1, 2025

Table of contents
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Overview

This SurePath AI, Inc. Software Subscription Agreement (the “Agreement”) is a legally binding agreement by and between SurePath AI, Inc., a Delaware limited liability corporation with offices at 2590 Welton Street, #1166, Suite 200, Denver, CO 80205 (“SurePath”) and any individual or entity that accesses and uses the Subscription Services (as defined below) (“Customer”). SurePath and Customer may be referred to in this Agreement collectively as the “Parties” or individually as a “Party.”

RECITALS

  1. SurePath operates the Subscription Services and provides access to its customers; and
  2. Customer desires to access and use the Subscription Services, and SurePath is willing to provide such access, subject to the terms and conditions of this Agreement, with includes and incorporates the one or more applicable Order Forms that Customer enters into with SurePath that references this Software Subscription Agreement (each, an “Order Form”).

By accessing and using the Subscription Services, Customer acknowledges that Customer has carefully read and agrees to be bound by this Agreement. If any individual is accessing and using the Subscription Services on behalf of a company (such as the individual’s employer) or other legal entity, such individual represents and warrants that it has the authority to bind that entity to this Agreement. In that case, “Customer” will refer to that entity.

1. Definitions

  1. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ Use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services.
  2. “Authorized User” means an employee or contractor whom Customer has authorized to Use the Subscription Services.
  3. “SurePath IP” means the Subscription Services, the underlying software provided in conjunction with the Subscription Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services or any Professional Services, and Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
  4. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Subscription Services or to SurePath in connection with Customer’s Use of the Subscription Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by SurePath and made available through or in connection with the Subscription Services. 
  5. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by SurePath to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.
  6. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
  7. “Licensed Volume” means the limits, volume or other measurement or conditions of permitted Use for the applicable Subscription Service as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to Use the Subscription Services based on Customer’s subscription tier. Unless otherwise indicated in the Order Form, Customers may exceed the number of Authorized Users as set forth in the applicable Order Form by up to 15% during the term of the subscription specified in the Order Form. Overages exceeding 15% of the Authorized User count during a subscription term may, at the discretion of SurePath, require a new subscription term to account for the then current Authorized User volume.
  8. “Order Form” means a (i) mutually executed order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by SurePath in writing; or (iii) quote issued by SurePath and accepted by Customer, in each case which references this Agreement and sets forth the applicable Subscription Services and/or Professional Services to be provided by SurePath.
  9. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
  10. “Professional Services” means the implementation and/or other professional services, if any, to be provided by SurePath to Customer as set forth in the relevant Order Form.
  11. “Subscription Services” means SurePath’s software-as-a-service platform designed to enable businesses to control access to, and enforce corporate policy compliance applicable to, the business’s internal generative artificial intelligence (large language model) use, which is provided by SurePath to Customers, as more particularly described or identified in the applicable Order Form.
  12. “Use” means to use and/or access the Subscription Services in accordance with this Agreement and the Documentation.

2. Subscription Services; Access and Use

  1. Subscription Services.  Subject to the terms and conditions of this Agreement, SurePath hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(f)) right to Use the Subscription Services during the Term, solely for Customer’s internal business purposes in accordance with, and subject to, the Licensed Volume.
  2. Use Restrictions.  Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Subscription Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Subscription Services to any other Person, or otherwise allow any Person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by SurePath for use expressly for such purposes; or (viii) use the Subscription Services, Documentation or any other SurePath Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services.
  3. Authorized Users.  Customer will not allow any Person other than Authorized Users to Use the Subscription Services.  Customer may permit Authorized Users to Use the Subscription Services, provided that (i) the Use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Subscription Services.  Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify SurePath if Customer knows or reasonably suspects that any user name and/or password has been compromised.  Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is created.
  4. Third-Party Services.  Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Subscription Services.  SurePath does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for obtaining and complying with any terms necessary for Customer to use the Third-Party Services in connection with the Subscription Services. SurePath may use subcontractors and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations under this Agreement as it deems appropriate, provided that SurePath remains responsible for the performance of each such Subcontractor.
  5. Free Trials. SurePath may, at its sole discretion, offer the Subscription Services with a free trial for a limited period of time (“Free Trial”). Customer may, in certain circumstances, access the Subscription Services through a third party that is engaged by SurePath.  If SurePath offers Customer a Free Trial, the specific additional terms of Customer’s Free Trial will be provided in the applicable Order Form, and Customer’s use of the Free Trial is subject to its compliance with the terms and conditions of this Agreement. Except as may otherwise be provided in the applicable Order Form, Free Trials are only available to Customer if it has not previously subscribed to the Subscription Services. Customer may be required to provide its billing information in order to receive the Subscription Services under the Free Trial. If Customer provides to SurePath its billing information when signing up for the Free Trial, Customer will not be charged by SurePath until the Free Trial has expired. Unless otherwise stated in the applicable Order Form, on the last day of the Free Trial period, unless Customer cancels its receipt of the Subscription Services or otherwise terminates the Agreement in accordance with this Agreement, Customer will be automatically charged the applicable Subscription Services fees. Subject to applicable law, at any time and without notice, SurePath reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. For purposes of the Free Trial, SurePath will not store any Customer Materials that is request or response data, and within thirty (30) days following the end of the Free Trial, SurePath will remove any Customer Materials that constitute Customer-specific data as well as the relevant instantiation of the Subscription Services associated with the Customer. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DURING THE FREE TRIAL, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY REPRESENTATION, WARRANTY, OR INDEMNITY, AND SUREPATH SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY THROUGH WHICH CUSTOMER ACCESSES THE SUBSCRIPTION SERVICES WHATSOEVER FOR THE SUBSCRIPTION SERVICES.
  6. Reservation of Rights.  Subject to the limited rights expressly granted under this Agreement, SurePath reserves and, as between the Parties will solely own, the SurePath IP and all rights, title and interest in and to the SurePath IP.  No rights are granted to Customer under this Agreement (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth in this Agreement. 
  7. Feedback. From time to time Customer or its employees, contractors, or representatives may provide SurePath with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, “Feedback”). Customer hereby grants SurePath a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with SurePath’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Subscription Services.‍

3. Fees and Payment

  1. Fees.  Customer will pay SurePath the non-refundable fees set forth in the relevant Order Form in accordance with the terms in the Order Form (“Fees”) and without offset or deduction.  SurePath reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days’ prior notice to Customer (which may be sent by email). Except as otherwise provided in the relevant Order Form, SurePath will issue monthly invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.  If Customer has signed up for automatic billing, SurePath will charge Customer’s selected payment method (such as a credit card, debit card, gift card/code, or other method available in Customer’s home country) for any Fees on the applicable payment date, including any applicable taxes.  If SurePath cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and SurePath will attempt to charge the payment method again as Customer may update its payment method information.  In accordance with local law, SurePath may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.
  2. Payments.  Payments due to SurePath under this Agreement must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by SurePath or such other payment method mutually agreed by the Parties.  All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement.  If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and SurePath may suspend Subscription Services until all payments are made in full.  Customer will reimburse SurePath for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
  3. Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to SurePath under this Agreement, other than any taxes imposed on SurePath’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to SurePath under this Agreement, Customer will pay an additional amount, so that SurePath receives the amounts due to it under this Agreement in full, as if there were no withholding or deduction.

4. Confidential Information

  1. As used in this Agreement, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure.  For clarity, the Subscription Services and the Documentation will be deemed Confidential Information of SurePath.  However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.  Without limiting the foregoing, nothing in this Agreement will limit or restrict SurePath’s ability to use or disclose any general know-how, experience, concepts and/or ideas that SurePath or its personnel acquire or obtain in connection with the performance of SurePath’s obligations under this Agreement.
  2. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that SurePath may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data.  The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 
  3. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  4. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

5. Support and Service Levels

  1. Support.  SurePath will provide Customer with reasonable technical support for the Subscription Services in accordance with the SurePath Support Terms, available at https://www.surepath.ai/legal/support-terms (the “SurePath Support Terms”).
  2. Service Levels. Subject to the terms and conditions of this Agreement, SurePath will use commercially reasonable efforts to make the Subscription Services available in accordance with the service levels set forth in The SurePath Support Terms. Customer acknowledges and agrees that the service levels are performance targets only and any failure of SurePath to meet any service level will not result in any breach of this Agreement or any payment or liability of SurePath to Customer.

6. Customer Materials and Data Protection

Customer Materials
  1. SurePath acknowledges that, as between Customer and SurePath and except as set forth in Section 6(b), Customer owns and retains all right, title and interest in and to all Customer Materials.
  2. Customer hereby grants SurePath a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Subscription Services, Professional Services and SurePath’s other related products, services and technologies during the Term.
  3. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy notice) as contemplated by this Agreement and (ii) SurePath’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
  4. Data Processing Addendum. Each Party shall comply with its obligations set forth in the Data Processing Addendum, available at: 
    https://www.surepath.ai/legal/data-processing-addendum

7. Representations and Warranties

Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

8. Indemnification

  1. SurePath Indemnification.  Subject to Section 8(b), SurePath will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s Use of the Subscription Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by SurePath (including reasonable attorneys’ fees) resulting from such Claim.
  2. Exclusions.  SurePath’s obligations under Section 8(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by SurePath; (iv) modifications to the Subscription Services by anyone other than SurePath; or (v) combinations of the Subscription Services with software, data or materials not provided by SurePath.
  3. IP Remedies.  If SurePath reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, SurePath may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue Use.  If SurePath determines that neither alternative is commercially practicable, SurePath may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer.  In the event of any such termination, SurePath will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 8 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services. 
  4. Customer Indemnification.  Customer will defend SurePath against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) Use of the Subscription Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b), and in each case, will indemnify and hold harmless SurePath against any damages and costs awarded against SurePath or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
  5. Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible under this Agreement (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

9. Professional Services Warranty; Disclaimer

SurePath warrants that Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Professional Services. As Customer’s sole and exclusive remedy and SurePath’s entire liability for any breach of the foregoing warranty, SurePath will promptly re-perform any Professional Services that fail to meet this limited warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES AND OTHER SUREPATH IP ARE PROVIDED ON AN “AS IS” BASIS, AND SUREPATH MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE SUREPATH IP, THE SUBSCRIPTION SERVICES, PROFESSIONAL SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUREPATH HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, SUREPATH HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

10. Limitations of Liability

  1. Exclusion of Damages.  EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SUREPATH IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  2. Total Liability.  IN NO EVENT WILL SUREPATH’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE SUREPATH IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SUREPATH IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY SUREPATH TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT SUREPATH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  3. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN SUREPATH AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE UNDER THIS AGREEMENT ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

11. Term and Termination

  1. Term.  The initial term of this Agreement begins on the Effective Date and expires at the end of the Initial Term specified in the relevant Order Form (the “Initial Term”).  Following the Initial Term, this Agreement will automatically renew for additional periods of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current Term.
  2. Termination.  Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
  3. Survival.  This Section 11(c) and Sections 1, 2(b), 2(c), 2(f), 2(g), 3, 4, 6, 7, 8, 9, 10, 11(c), 11(d) and 13 survive any termination or expiration of this Agreement. 
  4. Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate; and (ii) Customer will return or destroy, at SurePath’s sole option, all SurePath Confidential Information in its possession or control, including permanent removal of such SurePath Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at SurePath’s request, certify in writing to SurePath that the SurePath Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

12. Trademarks

Customer hereby grants SurePath a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Subscription Services; and (ii) SurePath’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of SurePath and in case studies.  All goodwill and improved reputation generated by SurePath’s use of the Customer Marks inures to the exclusive benefit of Customer.  SurePath will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted under this Agreement.

13. Miscellaneous

  1. Export Regulation.  Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Subscription Services, software, any Customer Materials, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications.  Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
  2. U.S. Government End Users.  The Subscription Services, software and Documentation were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Subscription Services, software and Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Subscription Services, software and Documentation.
  3. Amendments. SurePath reserves the right to clarify or amend this Agreement by publishing a new version of it on its website or otherwise.
  4. General. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief that may be available from any court, without any requirement to post a bond or other security. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Denver, Colorado, and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.

Effective Date

This Policy was last modified as of the effective date printed above. This version of the privacy policy replaces and supersedes any prior privacy policies applicable to the Site and our Services.