Software Subscription Agreement

This Software Subscription Agreement ("SSA") by and between UPDF and the customer who ordered a Subscription Plan from UPDF ("Customer"), governs the provision of Subscriptions Services provided by UPDF to Customer.  Please read carefully this Software Subscription Agreement of UPDF (hereinafter referred to as the "Agreement" or "SSA"). By ordering a Subscription Plan from UPDF, you reach this Agreement with UPDF and voluntarily accept all the contents herein. Thereafter you shall not raise a defense in any form with the excuse of failure to read the contents herein.

1. Definitions.

1.1 "Activation Date" means the date Customer ordered a UPDF Subscription Plan and received the order confirmation email.

1.2 "UPDF Technology" means UPDF's proprietary software, technology, frameworks, platforms, methodologies, facilitation guides, questionnaires, techniques, general purpose consulting and related know-how, logic, coherence, and methods of operation of systems, user interfaces, presentation materials, and best-practices documentation, including any enhancements, modifications or derivatives thereof, which are provided to Customer. Subscriptions, maintenance, and Services each individually and collectively include elements of UPDF Technology.

1.3 "Customer Data" means all data, information and materials provided by Customer for use with the UPDF Technology.

1.4 "Order Email" means the Order Confirmation Email the Customer will receive when they purchase one or more UPDF Subscription Plans.

1.5 "Subscription" means one or more subscription(s) to UPDF Technology identified on an Order Email, including, related Support that may be provided by UPDF from time to time for the Subscription.

1.6 "Named User(s)" means the personal or business users who are given permission to activate UPDF software after purchasing.

1.7 "Cardholder" means the customers who make payment for the Subscription Plan.

2. Services PROVIDED.

2.1 Subscription Access. Subject to the payment of fees set forth in the Order Email, UPDF Technology grants UPDF's Customer a non- exclusive, non-transferable, royalty-free, license during the Term to access and use the Software listed on the Order Form. Use of the Software will include UPDF's right to; where applicable, access and use any of Provider's application programming interfaces for the purpose of accessing and using the Software.

2.2 Security.  UPDF will operate an information security program utilizing industry standard policies and technologies to protect Customer Data from unauthorized disclosure or access.  In addition to the Customer's responsibilities outlined elsewhere in the Agreement, Customer shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of UPDF Technology by Customer, Customer's employees, or any other third parties authorized by Customer to access the Subscription on Customer's behalf.

2.3 Support. During the Term, UPDF will provide remote email support to the aggregate number of Authorized Administrators specified in applicable Order Form(s). You can contact support@superace.com to get customer support. Such support consists solely of assistance with usage questions or troubleshooting bugs related to the Subscription supplied by UPDF ("Support").

3. FEES AND PAYMENT TERMS.

3.1 Fees. 

The fees for UPDF Subscription Plan will be displayed on the website pricing page (For the Mac version, the price will be displayed within the app). The fees for monthly billing, quarterly billing, and yearly billing are different. You will pay the subscription fees through the UPDF pricing page in your local currency. Fees for any Renewal Term may be increased by UPDF and will be invoiced on the same schedule as in effect for the billing period immediately prior to the expiration of the Term.

3.2 Taxes. 

All amounts due under an Order Email do not include taxes or levies (including interest and penalties).  The customer will reimburse UPDF and hold UPDF harmless for all sales, use, VAT, excise, property, or other taxes or levies which UPDF is required to collect or remit to applicable tax authorities. This provision does not apply to UPDF 's income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished UPDF with a valid tax exemption certificate.

3.3 Auto-renewal and payment methods.

All named user(s) who purchased a Subscription Plan agrees that your UPDF subscription will automatically renew when it reaches the next billing period. The Service is introduced out of your need for automatic renewal, to avoid any possible losses to you because you fail to renew the UPDF Service for your negligence or for any other reasons.

• The main payment methods supported by UPDF are credit card and PayPal. Some countries also support local payment methods including boleto(Brazil), giropay(Germany), kakao(South Korea), klarna(Germany), payU(Czech Republic, Poland), pix(Brazil), sofort(Germany).
• If you use the credit card or PayPal payment methods, it will be auto-renewed. You won't have to invest time re-subscribing; once the subscription period expires, it will be automatically charged.
• If you use local payment methods (such as boleto, giropay, kakao, klarna, payU, pix, sofort), it is a one-time payment and will not be automatically renewed. Please purchase again after your plan expires. Local payments support multiple purchases, and the subscription time will accumulate.

3.4 Coupon.

The discount coupon is for one-time use; subsequent subscriptions will be based on the original selling price.

3.5 UPDF Pro and UPDF AI Add-on Bundle.

• If you buy the UPDF Pro and UPDF AI add-on bundle, you will be charged collectively for both products. However, during the renewal time, both products will be invoiced separately.
• Users can unsubscribe or request a refund separately when purchasing the bundle package. If you want to cancel your subscription, you can log in to your UPDF account center and cancel UPDF Pro and UPDF AI separately. If you want a refund, please get in touch with our customer service at suuport@superace.com.

3.6 UPDF AI Add-on Entitlement

The AI entitlement annual subscription will still be distributed monthly.

3.7 Electronic Receipts.

For the initial subscription, UPDF will send Electronic Receipts to the Customer via email. The following information will be included in the Electronic Receipts:

• Confirmation that the Customer(Cardholder) has agreed to this Software Subscription Agreement.
• The start date of the subscription.
• Details of the product your ordered (the product, version, product download address, etc.)
• Billing information (the Subscription Plan, the amount, the billing intervals).
• The links to get customer service or cancel the subscription.

For the ongoing subscription, UPDF will send electronic notification for rebilling the Cardholder. The rebilling notification will include the following information:

• The amount charged;
• Instructions for canceling the subscription.

3.8 Notification. UPDF will send an electronic confirmation email to the Cardholder 7 days in advance when either or both of the following events occur:

• When the subscription billing terms are revised;
• When the recurring payment transaction cycle has been terminated by the Cardholder or UPDF (In this case, UPDF will send the notice within 7 days).

4. CUSTOMER OBLIGATIONS.

4.1 Customer Control. Customer will be solely responsible for administering and monitoring the use of login IDs and passwords within the Subscription of UPDF.  UPDF is not responsible for any damages resulting from Customer's failure to manage the confidentiality of its login ID and passwords and Customer is responsible for any actions arising out of use or misuse of Customer's login IDs. 

4.2 Prohibited Uses and Customer Restrictions.  Customer must not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, derive works from, decompile, disassemble or reverse engineer the UPDF Technology provided under this Agreement, except as explicitly permitted hereunder.  Unless otherwise expressly set forth in an Order Form, the Subscription and Services must be used solely by Customer, and not (by implication or otherwise) by any parent, other division, subsidiary or affiliate of Customer.  Customer must not permit a competitor of UPDF to access the UPDF Technology, except with UPDF's prior written consent.  Customer must not:  (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the UPDF Technology; (b) interfere with or disrupt the integrity or performance of the UPDF Technology, or the data contained therein; (c) use the UPDF Technology in a manner inconsistent with its applicable documentation; or (d) attempt to gain unauthorized access to the UPDF Technology or related systems or networks.

4.3 It is up to you to choose whether to cancel the Service or not. If you choose not to cancel the Service, it will be deemed that you have allowed UPDF to irregularly make attempts of fee deduction based on certain rules aforementioned. Once such deduction succeeds, UPDF will provision the service for you for the next billing period. UPDF hereby reminds you of paying attention to the deadline of each billing period. If you do not want to use the Service in the next billing period, you must terminate the Service prior to the deadline of the current billing period of the Service in accordance, and UPDF is not obligated to remind you before the deadline of each billing period and asking you to determine whether you want to continue using the Service in any method.

5. OWNERSHIP and RIGHTS.

5.1 Customer Ownership and License.  As between Customer and UPDF, and subject to the rights of UPDF set forth below, Customer owns all right, title and interest in and to all Customer Data and all Customer-provided documents ("Customer Content").  Customer has sole responsibility for the accuracy, quality and right to use of all Customer Data and Customer Content.

5.2 Results. Customer acknowledges and agrees that UPDF may (a) anonymize and aggregate benchmarking results of Customer use of the UPDF Technology with results of other customers' use (collectively "Results"); and (b) use and disclose the Results for any purpose provided that the Results do not individually identify Customer or Customer Data.

5.3 UPDF Ownership.  As between Customer and UPDF, UPDF is the sole owners of all right, title and interest in and to the UPDF Technology.  If Customer provides any feedback, comments, suggestions, ideas, requests or  recommendations  for modifications or improvements to the UPDF Technology ("Feedback"), Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to UPDF to be used for any purpose.  All rights not expressly granted to Customer hereunder are reserved by UPDF and its licensors.

6. TERM AND TERMINATION.

6.1 Term. We provide multiple Subscription Plans, including a monthly plan, quarterly plan, half-year plan, and yearly plan. All our Subscription Plans will auto-renew when you reach the next billing period from your Activation Date.  Auto-Renewal refers to that UPDF charges you the service fee for the next billing period from the Accounts and record such fee into your payment history. Then accordingly extends the valid period equivalent to the next billing period of UPDF service. You shall ensure UPDF can successfully deduct such Service fee from your account and you shall solely assume the responsibilities for Auto-Renewal failure due to insufficient balance in the Accounts.

6.2 Termination of the Service on your own. You can choose to terminate the Services at your sole discretion. If you determine not to continue to use the Service for the next billing period, please operate to terminate the Service and Cancel Subscription at least within 24 hours before the expiry of this on-going billing period. UPDF is not obligated to remind you before the deadline of each billing period and ask you to determine whether you want to continue using UPDF in any method. You can find the "Cancel Subscription" button on your UPDF account center.

6.3 Cancel Subscription. If you don't want to use UPDF for your next billing period, you can cancel your subscription. To cancel your subscription, please log in to your UPDF account on updf.com, and on your subscription plan area, you can find a "Cancel subscription" option. Click on it and follow the steps to cancel your subscription.

6.4 Refund Policy. UPDF provides a 30-day Money Back Guarantee. You may be approved for a refund if the product is proven to be defective by UPDF's technical support department, or if duplicate orders were made at UPDF's online store.

6.5 Dispute Resolution. If you don't want to renew on your next billing period, but you forgot to cancel your subscription, you can contact our dedicated customer support at support@superace.com. And if you have any other questions, please feel free to contact us at the same email.

6.6 Compliance with Laws. UPDF agrees to comply with all laws applicable to UPDF in the provision of Subscriptions and Services hereunder.  Customer agrees to comply with all laws applicable to Customer in its receipt and use of Subscriptions and Services hereunder.

7. Revision of This Agreement

You understand and accept that UPDF may, in accordance with its business operations, technical upgrade, etc. modify or revise this Agreement. Before making such revision or modification, UPDF will publish the revised contents on relevant web pages but is not obligated to send further notice to any individual. If you do not agree to the contents revised by UPDF, you shall, after this Agreement has been revised or modified (i.e. after update time specified in the revised Agreement), stop using any part or whole of the Service. If you continue to use any part or whole of the Service after the Agreement has been revised, it will be considered you have read, understood and agreed to all the contents of the revised Agreement, and any disputes therefrom shall be resolved based on the latest Agreement.