This master subscription agreement is concluded by and between Supernova.io INC, Delaware entity number: 7171181, VAT ID/EIN: 83-2789008, Registered office: 1111B S Governors Ave STE 6495, Dover, Delaware 19904, United States of America as the “Provider” and the user of Service including any content and services offered through https://www.supernova.io/ as the “Customer”.
1.1. “Agreement” is this master subscription agreement.
1.2. “Service” is the provision of Software as a Service in accordance with this Agreement.
1.3. ”Software” is a web application named Supernova developed by the Provider that is
provided in the form of Software as a Service. Supernova is an end-to-end design system
platform that fulfills the promise of design systems by giving DesignOps, designers, and
developers the power to build and maintain design systems collaboratively with
unprecedented ease—while allowing them to work with the preferred tools they already
know, like Figma or VS Code.
1.4. ”User” means the Customer’s employees, consultants, contractors, members of the
Customer's bodies, agents, interns, or students who are authorized by the Customer to
access the Service and for whom access to the Service has been granted pursuant to this
Agreement.
1.5. Customer confirms that it received access to, read, and agrees with the content of the
following documents (collectively the “Documentation”). Documentation constitutes an
integral part of the Agreement:
1.6. Provider’s email address for reporting of technical issues/support is support@supernova.io
2.1. To use the Service for the first time, the Customer shall create an account with the Service.
By creating an account with the Service, the Customer is granted access and the right to
use the Service within an unpaid personal plan.
2.2. The first account is automatically assigned as the owner account. Using the owner account,
the Customer may order a paid plan for the Service. The order may be placed via an online
form available in the Service and will list, at the least, the ordered Service plan, subscription
term, and the associated price.
2.3. The paid Service plan is provided on a subscription basis for the term specified in the order
form.
3.1. The right to use the Service is non-exclusive, non-transferable, worldwide (not limited by
territory), and limited for use solely for Customer’s internal business operations as specified
in the Documentation. The right to use the Service within the unpaid personal plan is not
limited in time, however the right to use the Service within a paid plan is limited by the
subscription term.
3.2. The right to use the Service is further limited by the number of Users. The unpaid personal
plan allows the use of the Service by one User. Within a paid plan of the Service, the
Customer may invite additional Users to the Service. Each User shall have its own User
account; the actual number of Users may not exceed the number of User accounts. If the
number of Users is not actually utilized, no refund is applicable.
3.3. In order to invite an additional User, the Customer shall order and pay for the price for the
increase in the number of Users. Pro-rata portion of the price pertaining to the part of the
current subscription term starting on the date of increase shall apply.
3.4. For the avoidance of any doubt, the limitation of the right to use the Service up to the
number of Users shall not apply to so called viewers, who can join and view the Customer’s
workspace up to the amount of viewers as permitted by the price list, but cannot use the full
functionalities of the Service.
3.5. The Customer may not use the Service in a manner that could compete with the Provider or
in a manner that could in any way harm the Provider.
3.6. Nothing in this Agreement, except as provided in Article 6.2, grants any right, title, or interest
in or to (including any license under) any intellectual property rights in or relating to, the
Service, Provider materials (including Documentation, other information and documents,
materials, works, and other content, methods, processes, software, plans, or reports, that are
provided or used by Provider in connection with the Service or otherwise comprise or relate
to the Service), or third-party materials, whether expressly, by implication, estoppel, or
otherwise. All right, title, and interest in and to the Services, the Provider materials, and the
third-party materials are and will remain with Provider and the respective rights holders in
the third-party materials.
4.1. Software is provided as a Service and runs on third-party infrastructure; the Customer will
not obtain a copy of the Software that the Customer would otherwise load to its own
computer or server. No source, machine, or object code to Software will be made available
to Customer.
4.2. Customer shall ensure that the devices and internet browsers from which the Service will be
accessed and the Customer’s Internet connection meet the current system and other
technical requirements (including necessity to install plugins or other necessary software of
third parties) specified in the Documentation. The Documentation may include other
technical parameters for use of the Service. The Customer must comply with all such
technical requirements when using the Service.
4.3. Customer is aware that the Documentation and the system or technical requirements may
change from time to time as a result of Service updates. The Provider does not bear any
responsibility for errors that arise from non-compliance with the current Documentation
and system or technical requirements.
4.4. Provider is constantly innovating in order to provide the best possible experience for its
clients. The Customer acknowledges and agrees that the form and nature of the Service
may change from time to time. The Provider shall inform the Customer in advance about
any changes in the Service that may have a negative impact on the integrity of data and
projects stored by the Customer in the Service; in other cases, the Service may be changed
without prior notice. The Provider represents and warrants that in no event shall the Service
be diminished or degraded in its essential functions as a result of any innovation by the
Provider.
4.5. Customer shall back up all data that was uploaded as an input in the Service. The Provider
is not liable for loss or damage to the data.
4.6. Customer must not:
4.7. Provider is entitled to monitor and control the number of Users who log in to the Service and
the manner in which they use the Service.
4.8. Customer shall ensure that all Users are familiar with the terms of use of the Service before
the Users start using the Service. Customer is responsible for any breach of the terms of use
of the Service by any person to whom it makes the Service or User account available as if
the Customer had breached the Agreement itself.
4.9. Customer shall provide the Provider with cooperation necessary for the performance of the
Agreement. Provider is not responsible or liable for any delay or failure of performance
caused by Customer’s delay in performing, or failure to perform, any of its obligations under
this Agreement.
5.1. Customer shall pay the Provider the price for ordered Service plan per each User. The price
list available at https://www.supernova.io/pricing sets forth the price for the designated
number of Users per relevant period and Service plan.
5.2. The price becomes due immediately when the Customer places an order for the Service
plan. In case of increases in the number of Users, the price becomes due immediately when
the Customer exceeds the ordered number of Users. Provider is not obliged to activate the
Service plan and/or increase the amount of Users until the Customer has paid the relevant
price.
5.3. The Customer hereby authorizes the Provider to charge the Customer the price upon the
due date. Provider may request and collect payment (or otherwise charge, refund or take
any other billing actions) from Customer’s payment method and make inquiries necessary
to validate the designated payment account, in order to ensure prompt payment, including
for the purpose of receiving updated payment details from Customer’s credit card
company or banking account (e.g., updated expiry date or card number as may be
provided to Provider by Customer’s credit card company). The Customer hereby agrees to
the terms and conditions of Stripe services available at https://stripe.com/en-cz/privacy.
Unless expressly set forth herein, the price is non-cancelable and non-refundable. Provider
will issue and send the invoice to the Customer at the same time as the price becomes due.
5.4. Prices do not include value added tax (VAT), sales, use, transaction privilege, gross receipts,
cash collections, excise, goods, services, transfer, or similar taxes, duties, customs, tariffs,
imposts, or any surcharges or escheat requirements (collectively, the “Taxes”). All Taxes are
borne by the Customer. Provider is entitled to "gross up" or increase any payment to the
Provider for such Taxes and the Customer is obliged to pay such Taxes.
5.5. All invoices will be sent to the e-mail address of the Customer’s owner account or the billing
email.
5.6. Provider reserves the right to suspend access to the Service, if it receives a notice of a
Chargeback (as defined below). If the Customer contacts a bank or credit / debit card
provider and rejects, cancels, or contests the charge of any amount payable in connection
with its use of the Services (“Chargeback”), this will be considered a breach of Customer’s
payment obligations under the Agreement. The Provider also reserves the right to dispute
any Chargeback received. The Provider may take reasonable steps to restrict Customer’s
future access to Service if it believes that Customer has maliciously requested a
Chargeback.
5.7. The Provider may change the price List, institute new price, or increase the price for renewal
subscription term by providing written notice to the Customer prior to the commencement
of such renewal subscription term.
6.1. When using the Service, the Customer may choose to create and save various data (e.g.,
design templates) to the Provider cloud storage. Except as expressly stipulated in
Agreement and also except for the limited rights that are necessary for the Provider to store,
backup, or transfer the Customer’s data when necessary for the Provider to do so, the
Customer does not grant the Provider any ownership over the contents of the Customer’s
design data or over its intellectual property included in the contents or design data.
Customer is solely responsible for protecting and enforcing any rights related to such
content, and the Provider has no obligation to do so on the Customer’s behalf.
6.2. To enable the Customer to export the created applications in formats not currently
supported by the Service, and for the purpose of creating new exporters or customizing the
current exporters, the Provider grants the Customer a non-exclusive, non-transferable
license to use the components, data model, and all exportable functionalities which are
available in standard exporters created by the Provider (the “Resources“). The Customer
may use the Resources freely, but under no circumstances shall the Customer use the
Resources in such manner that would constitute economic or any other competition to the
Provider or that could harm the Provider.
6.3. Provider does not claim any ownership rights in the exporters, or any other derivative works
created by the Customer based on the Resources (the “User-Created Exporters”). The
Customer can use, distribute, and publish the User-Created Exporters and their source
codes (e.g., by posting them publicly on GitHub). However, the moment any User-Created
Exporter becomes publicly available, regardless of the method of its publication or person
that published it, the Customer hereby grants the Provider a license to use, reproduce,
distribute, lease, lend, sell, prepare derivative works of, combine with other works, exhibit,
perform, and publish the User-Created Exporter. The license is non-exclusive (meaning the
Customer is free to license User-Created Exporters to anyone else in addition to the
Provider), worldwide, perpetual, royalty-free (meaning that the Provider is not required to
pay the Customer for the use of the User-Created Exporters), sublicensable, and irrevocable.
The Customer specifically agrees that the Provider may incorporate the User-Created
Exporters into the Service and distribute them together with the Service for consideration.
The Customer further agrees not to restrict or inhibit the use of the User Created Exporters
by any other person. The Provider is not obliged to use the license.
6.4. Customer can use software of third parties (including free and open-source software) to
create User-Created Exporters only under the following conditions. The Customer, but not
the Provider, is liable for any damage caused and is responsible for the breach of licensing
terms of any third-party works and for the damage caused by the breach of the following
conditions: The Customer is strictly prohibited from publishing or otherwise making
available User-Created Exporters that contain works of third parties (including dynamically
linked libraries) if the Customer does not have sufficient authorization to do so, or if such
publication or availability would: (a) entail communicating the source code of the Software
or the Resources to third persons; (b) require further conveyance or distribution of the work
under a particular license, or (c) lay down similar requirements incompatible with the
Provider´s licensing terms for end-users (i.e., a proprietary, non-transferable license that
does not allow sublicensing, gaining source code, modifications, or derivative works).
Customer shall not use, in particular, but not limited to, any works licensed under general
public licenses that contain copyleft clauses, such as any version of GNU General Public
License (GPL), GNU Lesser General Public License (LGPL), GNU Affero GPL, and other licenses
that contain terms incompatible with this Article.
6.5. Customer is solely responsible for any content and outputs that the Customer and its Users
create while using the Service and for the consequences of use of such content and
outputs.
7.1. Confidential information (the “Confidential Information”) is non-public information of a
commercial or technical nature, including trade secrets, access details to User accounts,
information on price, insurance, clients, business partners, employees, business plans, and
other non-public information that the average person would consider to be confidential in
view of its content or the manner in which it was disclosed.
7.2. Confidential Information shall not include information that is (a) in the public domain at the
time of disclosure or enters the public domain without breach of this Agreement, (b) known
to the receiving Party prior to the disclosure or is independently developed by the receiving
Party, (c) obtained by the receiving Party in good faith from a third party not under an
obligation of secrecy to the other Party.
7.3. Each Party shall preserve the confidentiality of any Confidential Information received from
the other Party. The receiving Party is entitled to use the Confidential Information only in
accordance with this Agreement and solely for the purpose of performance of Parties'
obligations under the Agreement. The receiving Party shall take reasonable care to protect
Confidential Information from any loss or unauthorized disclosure.
7.4. The receiving Party may disclose Confidential Information to comply with applicable laws or
order of a court of competent jurisdiction, regulatory authority, or governmental department
or agency; provided, however, the receiving Party shall give prior written notice of such
disclosure to the disclosing Party (unless such notice is prohibited by law or otherwise
commercially impracticable).
8.1. Provider warrants (the “Limited Warranty”) that as of the Effective Date, the Service: (a)
materially operates in conformance with the Documentation; and (b) does not contain any
virus or other malicious code that would cause the Service to become inoperable or
incapable of being used in accordance with the Documentation.
8.2. Limited Warranty does not apply and becomes null and void if the Customer breaches any
provision of this Agreement, or if the Customer, any User, or any other person provided with
access to the Service by the Customer or User, whether or not in violation of this Agreement:
(a) uses the Service in connection with any software not specified in the Documentation; (b)
modifies or damages the Service; or (c) misuses the Service, including any use of the
Service other than as specified in the Documentation.
8.3. If the Service fails to comply with the Limited Warranty and such failure is not excluded from
Limited Warranty pursuant to Article 8.2 (the “Defect”), the Provider shall, subject to
Customer promptly notifying Provider in writing of such Defect, at its sole option within 45
days of the notification of the Defect either: (a) repair or replace the Service, provided that
Customer provides Provider with all information Provider requests to resolve the reported
Defect, including sufficient information to enable the Provider to recreate such Defect; (b)
modify the Service so as to provide the Customer with a functionally equivalent, compatible,
and non-defective service; or (c) refund the unused pro rata portion of price paid for the
Service, subject to Customer's ceasing all use of the Service. The remedies set forth in this
Article are Customer's sole remedies and Provider's sole liability under the Limited Warranty.
9.1. Provider shall indemnify the Customer from and against any losses, damages, liabilities, and
costs (the "Losses") incurred by Customer resulting from any third-party claim, suit, action,
or proceeding (the "Claim") that the Service or use of the Service in accordance with this
Agreement, infringes such third party's patents or copyrights, provided that such Claim is
finally awarded by a competent court and the Customer promptly notifies the Provider in
writing of the Claim, cooperates with Provider, and allows Provider sole authority to control
the defense and settlement of such Claim.
9.2. If such a Claim is made or appears possible, Customer agrees to permit Provider, at
Provider's sole discretion, to (a) modify or replace the Service, or component or part thereof,
to make it non-infringing, or (b) obtain the right for Customer to continue using of the
Service. If Provider determines that none of these alternatives is reasonably available,
Provider may terminate this Agreement, in its entirety or with respect to the affected
component or part, effective immediately on written notice to Customer. The remedies set
forth in this Article are Customer's sole remedies and Provider's sole liability for Claims that
the Service or use of the Service infringes or misappropriates third party rights.
9.3. Provider’s indemnification obligation pursuant to previous sections of this Article 9 will not
apply to the extent that the infringement arises from: (a) use of the Service in combination
with data, software, service, hardware, equipment, or technology not provided by Provider or
authorized by Provider in writing; (b) modifications to the Service not made by Provider; or
(c) any third-party products provided with or incorporated into the Service.
9.4. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and
against any Losses including attorneys' fees resulting from any Claim based on Customer's
or any User's: (a) negligence or willful misconduct; (b) use of the Service or Documentation
in a manner not authorized or contemplated by this Agreement; (c) use of the Service in
combination with data, software, hardware, equipment or technology not provided by
Provider or authorized by Provider in writing; (d) modifications to the Service not made by
Provider; (e) incorporation of User Created Exporter into the Service; or (f) other breach of
this Agreement. Customer shall furthermore indemnify, hold harmless, and, at Provider's
option, defend Provider from and against any Taxes including penalties, interests, and any
costs or damages related to them.
9.5. Customer may not settle any Claim against Provider unless such settlement completely
and forever releases Provider from all liability with respect to such Claim or unless Provider
consents to such settlement, and further provided that Provider will have the right, at its
option, to defend itself against any such Claim or to participate in the defense thereof by
counsel of its own choice.
10.1. Provider shall maintain insurance policies providing at least the coverage of Provider’s
currently agreed insurance. Provider’s current insurance certificate is attached as Annex 3
and has been provided to the Customer prior to executing this Agreement. Provider will
provide Customer with a currently effective insurance certificate upon request.
10.2. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN ARTICLE 8.1 AND INDEMNITY PROVIDED IN
ARTICLE 9.1, THE PROVIDER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH
REGARD TO THE SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ESPECIALLY
ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE, OR TRADE PRACTICE. THE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE
SERVICE OR THE RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER
PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION (UNLESS OTHERWISE AGREED IN
ANNEX 1), ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER
SOFTWARE, SYSTEM, OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.
SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE AND SHALL HAVE ONLY THE CHARACTERISTICS
SPECIFIED IN THE AGREEMENT AND DOCUMENTATION. CUSTOMER WAIVES ALL RIGHTS FROM
DEFECTIVE PERFORMANCE THAT ARE NOT SPECIFICALLY AGREED HEREUNDER.
10.3. IN NO EVENT SHALL EITHER PARTY, ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE TO
THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF AGREEMENT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF
PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT,
INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICE; (c) LOSS, DAMAGE,
CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SERVICE SECURITY; (d) COST OF
REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; (f)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE
DAMAGES, or (e) AMOUNTS EXCEEDING THE PRICE PAID TO PROVIDER BY THE CUSTOMER FOR
USE OF THE SERVICE UNDER THIS AGREEMENT DURING 12 MONTHS PERIOD PRIOR TO THE
OCCURRENCE OF SUCH LOSS OR DAMAGE. IN EACH CASE, THE LIMITATION OF LIABILITY SHALL
APPLY REGARDLESS OF THE CIRCUMSTANCES, OR WHETHER THE OTHER PARTY WAS ADVISED OF
THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE.
10.4. Exclusions and limitations in Articles 10.2 and 10.3 do not apply to liability for Party’s
gross negligence or willful misconduct, and to obligations to make payment under this
Agreement.
11.1. The Parties shall communicate with each other in English.
11.2. The requirement of written form is deemed to be met if the electronic text with a simple
electronic signature is delivered to the e-mail address of the other Party, or by other
electronic means agreed by the Parties during the term of the Agreement. The electronic
message is considered delivered on the day following the day on which the electronic
message was sent.
12.1. As a part of accessing or using the Service, the Provider may collect, use and share certain
personal data about the Users. Such personal data processing is described in Provider’s
privacy policy available at https://www.supernova.io/privacy-policy which is incorporated
herein by reference. The Customer shall inform the Users about such processing. The
Customer also accepts data processing terms attached in Annex 2.
13.1. Agreement is concluded for an indefinite term. The subscription term will automatically
renew for additional successive subscription term of the same Service plan, length, and
number of Users as the previous one unless earlier terminated pursuant to the Agreement’s
express provisions or either party gives the other party written notice of non-renewal at
least on the last day of the then-current term. The Customer may terminate the renewal by
using a relevant feature within the Service. Each renewal of the subscription term is subject
to payment of relevant price.
13.2. Provider shall notify the Customer of the renewal by e-mail or via notification in the Service
at least three (3) days (in case of monthly subscription term) and thirty (30) days (in case
of yearly subscription term) prior to the expiration of the then-current subscription term.
13.3. Customer may terminate the Agreement at any time without stating a reason effective
upon delivery of written notice of termination to the Provider. However, unless expressly
agree otherwise, the Provider provides no refunds. The parties have agreed that the Provider
will:
13.4. In addition to any other express termination right set forth elsewhere in this Agreement: (a)
either Party may terminate this Agreement for material failure by the other Party to comply
with the terms of this Agreement (provided such breach is not cured within thirty (30) days
after written notice of the breach is received from the other Party); (b) either Party may
terminate this Agreement immediately in the event the other Party seeks the protection of
any bankruptcy court, becomes insolvent, or makes an assignment for the benefit of
creditors.
13.5. Upon any expiration or termination of this Agreement, except as expressly otherwise
provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by
either Party to the other hereunder will immediately terminate; (b) Customer shall cease
use of the Service and the Provider may disable Customer’s and User’s access to the
Service; (c) each Party shall return or at the election of the disclosing Party destroy and
erase all Confidential Information and all other material received from such other Party, and
provide the other Party with a signed written statement certifying that it has complied with
the foregoing obligations.
13.6. Provisions set forth in the following Articles will survive any expiration or termination of this
Agreement: 6.3 (license to exporters), 9.4 (Customer indemnification), 10 (limitation of
liability), 13 (Term and termination), and 14 (Final provisions). The duty of confidentiality
(Article 7) lasts for as long as the Confidential Information is protected as a trade secret,
otherwise for a period of five years from the date of termination of the Agreement.
14.1. Agreement and all legal relations arising from it or related to it are governed by the law of
Delaware with the exclusion of rules on conflict of law.
14.2. Parties agree to submit to the exclusive jurisdiction of the courts of Delaware to resolve any
matters arising from this Agreement. Notwithstanding anything contained in this
Agreement, the Provider shall still be allowed to apply for injunctive remedies (or an
equivalent type of urgent legal relief) in any jurisdiction.
14.3. Agreement may not be assigned by either Party without the prior written consent of the
other Party; provided that either Party may assign this Agreement as a whole without the
prior written consent of the other Party to any affiliate or other entity of the Party that
controls, is controlled by, or is under common control with the Party. Any purported
assignment in violation of this Article is void. Such written consent, if given, shall not in any
manner relieve the assignor from liability for the performance of this Agreement by its
assignee.
14.4. If a Party's obligations are interrupted or interfered with by an event beyond its reasonable
control – including but not limited to: (a) fire, flood, casualty, lockout, strike, labor conditions,
unavoidable accident, civil disturbance, terrorism, war, embargoes, cyber-security attacks
including DDoS, national calamity, epidemic, pandemic, mechanical or other breakdown of
electrical or sound equipment or plant, riot, act of God; (b) any enactment of law; (c) any
order of any legally-constituted authority; or (d) any other similar cause -the obligations of
the Parties hereto shall be suspended during the period of such interruption or interference,
and a period of time equivalent to the period or periods of suspension shall be added to the
time of performance of this Agreement, provided that if (x) such time is reasonably certain
to exceed 90 days, or (y) such delay in fact exceeds 90 days, then either Party may, at its
election, terminate this Agreement upon 10 days written notice to the other Party. The events
of Force Majeure as described in this Article shall not affect payment obligation of any of the
Parties.
14.5. If any provision of the Agreement is or becomes invalid, null, void, or unenforceable, the
other parts of the Agreement are not affected and shall remain in full force and effect as if
the invalid or unenforceable provision had never been a part of this Agreement. The Parties
agree to replace these provisions with valid, effective, and enforceable provisions, which are
not null and void, of the same commercial and legal significance within 14 (fourteen) days
from the delivery of the written request of the other Party.
14.6. Failure of either Party to complain of any default by the other Party or to enforce any of such
Party’s rights, no matter how long such failure may continue, will not constitute a waiver of
that /Party’s rights under this Agreement. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision or a waiver of the same provision at any later
time.
14.7. Provider may identify the Customer as a customer of the Provider and use Customer’s logo
and trademarks on Provider’s website.
14.8. Agreement and any attached Annexes constitute the entire agreement between the Parties
and supersedes all prior oral and written agreements. Any attached Annex is hereby
incorporated by reference into this Agreement and is governed by the provisions of this
Agreement. Agreement may be amended only in a writing signed by both Parties.
14.9. List of Annexes:
1.1. “Available” means that the Service is available for access and use by Customer over the
Internet and operating in material accordance with the Documentation.
1.2. “Service Level Failure” means a material failure of the Service to meet the Availability
Requirement.
2.1. Subject to the terms and conditions of the Agreement, Provider will use commercially
reasonable efforts to make the Service Available at least 99% of the time as measured over
the period of 365 consecutive days starting with the first day of the Term (each such period,
a “Service Period”), excluding unavailability as a result of any of the Exceptions described
below (the “Availability Requirement”).
2.2. For purposes of calculating the Availability Requirement, the following are “Exceptions” to
the Availability Requirement, and neither the Service will be considered un-Available nor any
Service Level Failure be deemed to occur in connection with any failure to meet the
Availability Requirement or impaired ability of Customer to access or use the Services that is
due, in whole or in part, to any:
3.1. In the event of a Service Level Failure, Provider shall issue a credit to Customer in the amount
of 10 % of the monthly price (pro rata portion of the price in case of yearly subscription term)
for the Service due for the Service Period in which the Service Level Failure occurred (each a
“Service Credit”), provided that Provider has no obligation to issue any Service Credit unless
the Customer:
3.2. Any Service Credit payable to Customer under this Agreement will be issued to Customer in
the subscription term following the subscription term in which the Service Level Failure
occurred. If no other subscription term shall follow due to termination of the Agreement, the
Service Credit is payable to Customer based on an invoice issued by the Customer within 1
month from the termination of the Agreement.
3.3. In case of a discrepancy between the data on Service Level Failure measured by the
Customer and the Provider, the data from the monitoring tool available at
https://status.supernova.io/ shall apply.
3.4. This Article 3 sets forth Provider’s sole obligation and liability and Customer’s sole remedy
for any Service Level Failure.
4. Service Support
4.1. Provider shall provide Customer with Service Support. Service Support means support of
normal use of the Service and includes provision of information contained in the
Documentation.
4.2. Customer may raise support queries by e-mail sent to support@supernova.io.
4.3. Provider’s trust report is available at:
https://app.vanta.com/supernovaio/trust/gi7a46lxd23m07sgju3ook
These Data Processing Terms (hereinafter also “DPT”) constitute a part of the Agreement which
was concluded by the Customer with the Provider.
By concluding the Agreement, the Customer confirms that the Customer read and agrees with this
DPT.
1.1. Under the Agreement, the Provider provides Software as a Service solution to the Customer.
The Customer will be enabled to access the Software and use its functionalities online. For
the purpose of this DPT, personal data means personal data of data subjects, which are in
particular Users and other data subjects whose personal data have been processed by the
Provider for the purpose of providing the Software to the Customer and fulfilling other
obligations under the Agreement (hereinafter also "Personal Data").
1.2. This DPT regulates the conditions for the processing of personal data by the provider as a
processor of personal data within the meaning of Article 28 of Regulation (EU) 2016/679 of
the European Parliament and of the Council on the protection of natural persons with regard
to the processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC (General Data Protection Regulation or “GDPR”).
2.1. Parties acknowledge and agree that:
2.2. If the Customer acts as a processor, the Customer guarantees to the Provider that the
competent controller has approved his instructions and actions in connection with Personal
Data, including the mandate of the Provider as another processor.
2.3. Provider will process Personal Data only in accordance with applicable law and for the
purpose of providing the Software to the Customer, and as further stated in other written
instructions given by the Customer.
2.4. By written instruction pursuant to the Article 2.3. of this DPT is also considered an instruction
made by e-mail stipulated in the header of the Agreement or by the Software.
3.1. Provider will process Personal Data only for the duration of the Agreement or until all
Personal Data are deleted by the Provider according to this DPT.
4.1. For the purposes of providing the Software to the Customer, the Provider will process
Personal Data in electronic form, while the subject-matter of the processing will be viewing
Personal Data, using Personal Data to create User profile, storage of Personal Data, building
and maintaining design systems collaboratively with unprecedented ease and other
activities necessary for providing Software and services that Software allows under the
Agreement.
4.2. The purpose of the processing of Personal Data is the provision of the Software and ensuring
the functionalities of the Software.
5.1. The following Personal Data will be processed in accordance with this DPT:
6.1. Personal Data will cover the following categories of data subjects:
7.1. Provider declares and undertakes to:
7.2. If the Provider receives any request from the data subject in relation to Personal Data when
processing Personal Data as a data processor, the Provider shall inform the data subject to
contact the Customer directly with the request. The Customer is responsible for handling
such request. The Provider undertakes to provide the Customer with all the cooperation
necessary for the settlement of the rights of data subjects.
7.3. Customer agrees that the Provider will involve other processors for the processing of
Personal Data and, if these other processors are involved, ensure that they comply with the
same data protection obligations as those set out in this DPT. Before involving another
processor, the Provider is obliged to inform the Customer, who may object in writing to the
involvement. If the Customer will not object the involvement of another processor within one
week, the Provider will involve this processor to the processing of Personal Data.
7.4. Customer expressly agrees that the Provider will involve in the processing the Provider's
workers who work for the Provider on the basis of a mandate agreement or similar
agreement, Amazon and Google which provide data servers if the Customer decides to
store the data on servers provided by the Provider and other providers of analytics tools,
such as Stripe, Inc., Auth0, Inc., Twilio Inc., Segment.io, Inc., Crisp IM SARL. Description of this
tools is included in the Privacy Policy of the Provider.
7.5. Provider is obliged to enable the Customer, or the person authorized by him/her to check
(including audit or inspection) compliance with this DPT, in particular the obligations for the
processing of Personal Data resulting therefrom and will contribute to these checks
according to reasonable instructions of the Customer or the controlling person. The
Customer shall bear all costs associated with this audit.
7.6. Customer is obliged to send any request for an audit exclusively to the e-mail address of
the Provider stipulated in the header of the Agreement. Upon receipt of the audit request,
the Provider and the Customer agree in advance on: (a) the possible date of the audit,
security measures and how to ensure compliance with confidentiality obligations during the
audit, and (b) the expected beginning, scope, and duration of the audit. In the event that no
agreement is reached within 30 days from the date of submission of the application, the
terms of the audit shall be determined by the Provider.
7.7. Provider may object in writing against any auditor who has been entrusted with the
Customer, if the auditor is not sufficiently qualified in the opinion of the Provider, is not
independent, is in a competitive position with the Provider or is otherwise obviously
unsuitable. On the basis of the objection raised, the Customer is obliged to appoint another
auditor or to carry out the audit himself.
7.8. Customer is responsible for fulfilling all obligations in relation to the processing of Personal
Data, in particular for properly informing data subjects about the processing of Personal
Data, obtaining consent to the processing of Personal Data, if necessary, processing
requests of data subjects about the realization of their rights (such as the right to
information, access, rectification, erasure, restriction of processing, object, etc.).
8.1. Provider has taken the following measures and undertakes to maintain them to ensure the
security of the processing of Personal Data throughout the processing process.
8.2. Organizational measures:
8.3. Provider undertakes to take such technical, personal, and other necessary measures to
prevent unauthorized or accidental access to Personal Data, their change, destruction or
loss, unauthorized transfers, their other unauthorized processing, or other misuse of Personal
Data.
8.4. Provider undertakes to take appropriate technical and organizational measures in order to
ensure a level of security commensurate with the risk, taking into account the state of the
art, nature, scope, context, and purposes of processing as well as different probable risks to
the rights and freedoms of individuals.
8.5. Such appropriate measures include, in particular, the pseudonymization and encryption of
Personal Data, the ability to ensure the continued confidentiality, integrity, availability and
resilience of processing systems and services, the ability to restore the availability of and
access to Personal Data in the event of physical or technical incidents, the process of
regular testing, assessment and evaluation of the effectiveness of the technical and
organizational measures in place to ensure processing security.
8.6. Provider will secure the Software from cyber-attacks in the most appropriate way, taking
into account the nature of Personal Data and the state of the art.
9.1. After the termination of the Agreement, regardless of the manner and reason for its
termination, the Provider will turn Customer’s User’s to Free tier. In case that customer
required it, the Provider within 6 (six) months delete all Personal Data and delete all access
data to the Software and other communication tools, except in cases where the storage of
Personal Data is required by law, or in cases where such User already created his/her User
profile, before the Agreement was concluded or the User wants to keep his user profile. In
that case, the Personal Data will be processed according to the Privacy Policy of the
Provider.
10. OTHER ARRANGEMENTS
10.1. Provider is entitled to charge the Customer for the costs incurred in accordance with any
request referred to in the Article 7 of this DPT or by the control referred to in the Article 7.5. of
this DPT. These costs will be paid by the Customer based on an invoice issued by the
Provider.
10.2. Provider is not liable for any direct or indirect damage, especially lost profits, special or
incidental damage that the Customer incurred in connection with the processing of
Personal Data, even if the Customer notifies the provider in advance that the damage could
occur. The Provider is not liable for non-material damage incurred by the Customer.
10.3. Provider’s trust report is available at:
https://app.vanta.com/supernovaio/trust/gi7a46lxd23m07sgju3ook
