Application End User License Agreement

This Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and SKUpreme Holdings, LLC, a Florida limited liability company (the, "Company," or “Us”). This Agreement governs your use of our proprietary SKUpreme platform and related software (including all related documentation, the "Application", and any names or tradenames which the Application comes to be known by). This Agreement is incorporated by reference, and incorporates by reference any Software License Purchase Order (each an “Invoice”) between Company and End User (or such related party as has executed the Invoice). By clicking the "agree" button and by downloading, installing, or accessing the application, you (a) acknowledge that you have read and understand this agreement; (b) represent that you are 18 years of age or older; (b) understand this agreement; and (c) agree that you are legally bound by its terms, and the terms of any related agreements.

THIS APPLICATION HAS BEEN LICENSED AND NOT SOLD TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION, AND DELETE IT FROM ALL DEVICES YOU CONTROL. 

1. Interactions with Other Documents; Incorporation by Reference. This Agreement is a component of Company’s “Terms of Use” or "Terms of Service" governing the Application and other related services. Capitalized terms not defined herein have the meanings set forth in the Terms of Use. The terms of this Agreement shall be interpreted so as to give effect to each term set forth herein. If the terms of this Agreement are irreconcilable with other relevant terms, the order of priority for such terms shall be as follows:

1. The Invoice;
2. The Terms of Use for www.skupreme.com
3. This Agreement; and
   
   

2. License Grant; Form of License. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license (the “License”) to:

1. download, install, and use the Application for your personal, non-commercial use on one or more devices owned or otherwise controlled by you (each a “Device") strictly in accordance with the Application's documentation; and
2. access, stream, download, interact, and/or use on such Application, such Content and Services (as defined in Section 5) as are made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
3. Different versions of the Application may be made available to you depending on the service package reflected on your invoice. The different service packages are described on the Invoice.
   The License shall have a term corresponding to the service packages described on the Invoice

3. License Restrictions. You shall not: 

1. copy the Application, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, share, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

5. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Company may use automatic and other means to collect information about your Devices, internet connection, and your use of the Application. You also may be required to provide certain information about yourself (all provided information “User Information”) as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All User Information we collect through or in connection with this Application is subject to our Privacy Notice https://skupreme.com/privacy-policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice. You may be asked to provide voluntary or other feedback or information (collectively, “Feedback”) in response to a survey or other quality assurance mechanism. As a material inducement to allowing your use of the Application, you agree that providing Feedback does not entitle you to any right, title, interest, or other claim of ownership to the Application or in the Company, and you hereby irrevocably waive any right, title, interest, or other claim to the same. You further agree that using the Application during any testing phase or other period does not entitle you to any right, title, interest, or other claim of ownership to the Application or in the Company. 

6. Content and Services. The Application may provide you with access to Company's website located at www.skupreme.com (collectively and each, the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services, and of this Application, are governed by the Website's Terms of Use, incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use (including our Privacy Notice) and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement. 

7. Intellectual Property. Unless otherwise provided for herein, this Application and all Content and Services contained in and accessed through the Application (except for any Third Party Materials, as defined herein), and all intellectual property rights of any sorts therein, including without limitation all trademark, patent, trade secret, and copyrights, are the sole property of Company. By using our Application, you hereby acknowledge our title and ownership of the Application, Content, and Services.

8. Geographic Restrictions. If you access the Content and Services from outside the United States of America, you are responsible for compliance with all applicable laws of the accessing jurisdiction.

9. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Most updates will be made directly on the Website or platform, but some may be made directly to your account or device. Based on your Device settings, when your Device is connected to the internet either:

1. the Application will automatically download and install all available Updates; or
2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

10. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. Please see our Terms of Use for more information.

11. Term and Termination.

1. The term of Agreement commences when you download or install the Application and will continue in effect until terminated by you or Company as set forth in this Section.
2. Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
3. Upon termination:
   
   1. all rights granted to you under this Agreement will also terminate; and
   2. you must cease all use of the Application and delete all copies of the Application from your Devices and account.
      
      
4. Termination will not limit any of Company's rights or remedies at law or in equity.

12. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, AND ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOUR ACCOUNT FOR THE APPLICATION UNDER THE SOFTWARE LICENSE. 

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 

14. Indemnification. You agree to indemnify and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including actual attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application, and your compliance with applicable state, local, and federal law..

15. Compliance with Laws. Company makes no representation or warranty whatsoever that any specific use of the Application shall comply with applicable, state, federal, or local law or regulations. It is your responsibility in every instance to ensure that your use of the Application complies with applicable laws and regulations.  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), incident to your use of the Application.

16. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

17. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida located in or nearest to the city of Miami. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19. Entire Agreement. This Agreement, the Terms of Use, the Access License Agreement, and our Privacy Notice constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 

20. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

21. Enforcement. You shall be responsible for any costs that Company incurs in successfully enforcing the terms of this Agreement or any other agreement between you and Company.