Superbuild, LLC

Master Subscription Agreement

THE TERMS OF THIS MASTER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) GOVERN THE USE OF THE SUPERBUILD, LLC (SUPERBUILD) CONSTRUCTION MANAGEMENT APPLICATION SERVICE (THE “SERVICE”) BY ALL SUBSCRIBERS AND USERS.

AS USED IN THIS AGREEMENT, THE TERMS “YOU” OR “YOUR” REFER TO ALL SUBSCRIBERS AND USERS OF THE SERVICE.

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED DURING THE REGISTRATION AND ORDERING PROCESS, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST SELECT THE “I DECLINE” BUTTON.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

BY CLICKING THE “I ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT THE SERVICE IS SUPERBUILD’S PATENT-PENDING, COPYRIGHTED, AND TRADEMARKED INTELLECTUAL PROPERTY. SUPERBUILD RESERVES ALL RIGHTS NOT SPECIFICALLY GRANTED TO SUBSCRIBERS AND USERS UNDER THIS AGREEMENT. SUPERBUILD IS COMMITTED TO VIGOROUSLY ENFORCING ITS RIGHTS.

1. The Service

SUPERBUILD will provide you with use of the Service, including the Superbuild online construction management application functionality, an Internet browser interface, and data encryption, transmission, access, and storage. Your registration for, or use of, the Service signifies your acceptance of this Agreement, including any materials available on the SUPERBUILD Web site which are incorporated herein by reference, including, but not limited to, the SUPERBUILD privacy policy.

The Service is available under various subscription terms, such as the number of Users allowed, license term, and pricing. These terms will be controlled by the SUPERBUILD Service Order Form (the “Order Form”) completed during the registration and ordering process, subject to approval and acceptance by SUPERBUILD.

2. Definitions.

As used in this Agreement and in any Order Forms:  

“Agreement” means this Agreement, any Order Forms, whether written or submitted online, and any materials available on the SUPERBUILD Web site specifically incorporated herein by reference, including all updates to this Agreement and the online materials which SUPERBUILD may adopt in its business discretion.  

“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.

 “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service.

“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process.

“Intellectual Property Rights” means all patent rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“License Administrator(s)” means those Users who are authorized by a Subscriber to order the Service, enter Order Forms, add Users, change other subscription terms, and otherwise administer your use of the Service.

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).  

“Order Form(s)” means the form stating your subscription terms for the Service, including the number of user licenses, the applicable fees, the billing period, any supporting services being provided by SUPERBUILD, and other charges as agreed to by the parties, each such Order Form to be incorporated into and to become a part of this Agreement. If the terms of an Order Form conflict with this Agreement, this Agreement shall control.  

“SUPERBUILD” means Superbuild, LLC, a Delaware limited liability company with a mailing address of P.O. Box 720, River Falls, Wisconsin 54022 .  

“SUPERBUILD Technology" means all of SUPERBUILD’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible materials, documents, or information, which is made available to you by SUPERBUILD in providing the Service.  

“Service(s)” means the Superbuild branded online construction management application functionality, data analysis, or other services identified during the ordering process, which is developed, operated, and maintained by SUPERBUILD, accessible via http://www.superbuild.com or another designated Web site or IP address, and the ancillary online or offline products and services provided to you by SUPERBUILD under this Agreement, including the SUPERBUILD Technology and the Content.  

“Subscriber” means the individual, company or other legal entity that registers for and orders the Service subject to the terms of this Agreement and the Order Form. A Subscriber account may have multiple Users. A User using the service on a trial basis is considered a Subscriber for purposes of this Agreement.  

“Subscriber Data” means all data, information or material provided or submitted by you in using the Service.  

“User(s)” means the Subscriber and the employees and agents who are authorized by a Subscriber to use the Service and have been supplied user identifications and passwords by you, or by SUPERBUILD at your request.  

“User Profile” means the identification, address, contact information, use preferences and similar personal information entered by Users during the registration process, as may be updated periodically,

3. Privacy and Security.

SUPERBUILD’s privacy policy may be viewed at www.superbuild.com. SUPERBUILD reserves the right to modify this policy periodically in its business discretion.

SuperBuild uses the registration information to set up the Service for subscribers. In particular, subscribers are asked to provide an email address so they may be issued a username and password. SuperBuild and its partners may use the information to contact subscribers to further discuss subscriber interest in our company, the Service that we provide, and to send information regarding our company or partners, such as promotions and events. Subscribers may be invited to receive an email newsletter by providing an email address. Subscriber email addresses and any personal subscriber information will not be distributed or shared with third parties. Subscribers can opt out of receiving promotional and marketing information from us at any time by sending an email to support@SuperBuild.com. We may also email information regarding updates to the Service or company. Again, email will not be distributed or shared and subscribers can opt out of receiving any communication by emailing support@SuperBuild.com.

In the case of a trial period or promotion, when a User registers the User will be asked whether or not he or she wishes to receive marketing and other communications from SUPERBUILD periodically. The User may opt out of receiving such communications then or subsequently by changing their User Profile. Trial users will not have the option of opting out unless they terminate their subscription. Note that because the Service is a hosted, online application, SUPERBUILD occasionally may need to notify all Users of important operating issues concerning the Service. If you are a paying Subscriber to the Service, you agree that SUPERBUILD can disclose this fact to third parties.

4. License and Restrictions.

SUPERBUILD grants you a non-exclusive, non-transferable, right and license to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SUPERBUILD and its licensors

You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (b) modify or make derivative works based upon the Service or the Content; (c) create Internet hyperlinks to the Service or “frame” or “mirror” any Content on any other server computer or device capable of accessing the Internet; or (c) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service.

A User license to the Service may only be used by one individual person, but may be reassigned from time to time to new Users who are replacing Users who are no longer employees or agents of the Subscriber.

You shall not (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or which violate third party privacy rights; (c) send or store material containing software viruses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gain unauthorized access to the Service or its related systems or networks.

5. User Responsibilities.

You are responsible for all activity occurring through your Users and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (a) notify SUPERBUILD immediately of any unauthorized use of any password, or account information, or any other known or suspected breach of security; (b) report to SUPERBUILD immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (c) not impersonate another SUPERBUILD User or provide false identity information to gain access to or use the Service.

6. Subscriber Data.

You own the Subscriber Data. You, not SUPERBUILD, are responsible for the accuracy, quality, integrity, legality, and reliability of the Subscriber Data. SUPERBUILD is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data

If this Agreement is terminated, other than by reason of your breach, SUPERBUILD will provide you with a copy of all your Subscriber Data in a printable file format (a “Printout”) within 30 days after the termination date if you request it. You acknowledge that SUPERBUILD charges an additional fee for providing Printouts, and agree that SUPERBUILD may bill this fee to your credit card. SUPERBUILD reserves the right to withhold, remove, and discard Subscriber Data without notice for any breach, including, without limitation, your non-payment. Your right to access or use Subscriber Data will cease upon termination for breach, and SUPERBUILD shall have no obligation to maintain or forward any Subscriber Data. Prior to the termination of your subscription, your access to Subscriber Data will not be restricted and you will be responsible for creating whatever Printouts you deem necessary in your business discretion for backup and archival purposes

For purposes of this Agreement, Subscriber Data is categorized into Private Data and Project Data. “Private Data” means data, information, or material provided or submitted by you in using the Service that is private and confidential to you, such as User names, log-in information, addresses, order terms, and billing records. Private Data will be maintained as private by SUPERBUILD under the SUPERBUILD Privacy Policy and this Agreement. “Project Data” means data, information or material, other than Private Data, which is provided or submitted by you in using the Service, and that is specific to construction projects, such as: the project location; the scope of work; the labor amount, type, and price; the materials amount, type, and price; the office overhead charges, and profit margin for the project.

You hereby grant SUPERBUILD an unrestricted, worldwide, perpetual right and license to use the Project Data for the purpose of compiling construction industry market data, for the distribution and delivery of such data to third parties under separate agreements, and for such other purposes as SUPERBUILD may determine in its sole business discretion. SUPERBUILD will extract Project Data from the Service so that it is no longer associated any the Private Data of any individual Subscriber.

You acknowledge that SUPERBUILD will use the Project Data to make comprehensive, accurate, and current construction industry market data available to Subscribers and other SUPERBUILD customers. You acknowledge and agree that having such market data available is a benefit to you and other Subscribers. You further acknowledge and agree that SUPERBUILD is relying on the accuracy of the Project Data you enter in the Service. You agree to use reasonable business efforts to ensure the accuracy of the Project Data when it is submitted, and to maintain the accuracy of such Project Data by correcting any errors within a reasonable time after you discover them.

7. Subscriber Taxes.

You acknowledge that in using the Service to deliver construction products and services to your customers you may be liable for the payment or collection of federal or state excise, sales, service, use or other taxes (“Taxes”). You agree that any tax calculations or amounts provided to you through the Service are for informational purposes only, and do not represent the actual amount of Taxes that you may be obligated to pay or collect based on the products or services you deliver. You are solely responsible for determining the correct amount of Taxes you are liable to pay or collect, and for actually paying or collecting the amount of such Taxes when due.

8. Intellectual Property Rights.

You acknowledge and agree that SUPERBUILD and its licensors own all right, title and interest in and to the SUPERBUILD Technology, the Content and the Service. In addition, SUPERBUILD owns all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you related to the Service. This Agreement is not a sale and does not give you any ownership interest in the Service, the SUPERBUILD Technology or any Intellectual Property Rights owned by SUPERBUILD. The SUPERBUILD name, the SUPERBUILD logo, and the product names associated with the Service are trademarks of SUPERBUILD or third parties, and no right or license is granted to use them.

9. Fees and Payment.

If you subscribed to a paid for version of SuperBuild, you agree to pay all fees or charges due for the current License Term, as specified in the applicable Order Form. Fees will be payable in advance of the applicable License Term, unless SUPERBUILD allows otherwise in its sole business discretion. You are responsible for paying for all User licenses ordered for the entire License Term, regardless of the amount of actual use made of the licenses. You must provide SUPERBUILD with valid credit card information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional Order Form. Licenses added: (a) will be coterminous with the existing License Term; (b) will require payment of the then current, generally applicable license fee; and (c) if added in the middle of a billing month, will be charged in full for that billing month. SUPERBUILD reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

10. Renewal, Billing.

If you subscribed to a paid for version of SUPERBUILD, then SuperBuild will automatically renew and bill your credit card for the same term as your Initial Term, or the current License Term, as applicable. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless SUPERBUILD has notified you of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. SUPERBUILD's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only federal and state taxes based solely on SUPERBUILD's income.

You agree to provide SUPERBUILD with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, SUPERBUILD reserves the right to terminate your access to the Service in addition to pursuing any other legal remedies it has.
 
If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the date of the invoice in question to be eligible for an adjustment or credit.

11. Failure to Pay.

If you subscribed to a paid for version of SUPERBUILD, then SuperBuild reserves the right to suspend or terminate this Agreement and your access to the Service if you fail to pay your account balances on time. SUPERBUILD may charge interest on unpaid invoice amounts of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or SUPERBUILD elects to terminate this Agreement, you will be obligated to pay the outstanding balance due on your account. You agree that SUPERBUILD may charge such unpaid fees to your credit card.

SUPERBUILD reserves the right to impose a reconnection fee in the event your access has been suspended and you want to reinstate your subscription to the Service. You acknowledge and agree that OLB has no obligation to retain Subscriber Data. Subscriber Data may be irretrievably deleted if your account is more than thirty (30) days delinquent.

12. Interactions with Third Parties.

You may correspond with, purchase goods or services from, or participate in promotions of advertisers or sponsors marketing their goods or services available through the Service (“Third Parties”). This activity, and any terms, conditions, warranties or representations it involves, is solely between you and the Third Parties. OLB and its licensors shall have no liability, obligation or responsibility for the conduct or results of such interactions. SUPERBUILD does not endorse any Internet sites that are linked through the Service, and is not responsible for any content, products, or other materials on or available from such sites. You acknowledge that certain Third Parties may require your agreement to additional or different license or other terms prior to your use of their software, hardware or services.

13. Term and Expiration.

This Agreement commences on the Effective Date and continues for the term specified in the current Order Form. At the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term, or for one year, if the Initial Term is greater than one year. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the expiration of the current License Term. In the case of trial subscriptions, notifications provided through the Service indicating the remaining number of days in the trial subscription will constitute notice of termination. You acknowledge and agree that SUPERBUILD has no obligation to retain the Subscriber Data, and may delete it more than 30 days after termination.

14. Termination for Cause.

Your failure to meet payment obligations or your unauthorized use of the Service or the SUPERBUILD Technology will be deemed a material breach of this Agreement. SUPERBUILD, in its sole discretion, may terminate your subscription for and use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, SUPERBUILD may terminate a trial subscription at any time in its sole discretion. You agree that SUPERBUILD has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if you have materially breached this Agreement and such breach has not been cured within 30 days of notice of such breach.

15. Representations and Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

16. Indemnification.

You shall indemnify and hold SUPERBUILD, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs, arising out of or in connection with a claim: (a) alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party; (b) alleging facts that would constitute a violation of your representations and warranties; or (c) arising from the breach by you or your Users of this Agreement, provided in any such case that SUPERBUILD (i) promptly gives you written notice of the claim; (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release SUPERBUILD from all liability and such settlement does not affect SUPERBUILD's business or Service); (iii) provides you with reasonable information and assistance; and (iv) has not compromised or settled such claim.

SUPERBUILD shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs, arising out of or in connection with a claim: (a) which if true, would constitute a violation by SUPERBUILD of its representations or warranties; or (b) arising from breach of this Agreement by SUPERBUILD; provided that you (i) promptly give SUPERBUILD written notice of the claim; (ii) give SUPERBUILD sole control of the defense and settlement of the claim (provided that SUPERBUILD may not settle or defend any claim unless it unconditionally releases you from all liability); (iii) provide SUPERBUILD with reasonable information and assistance; and (iv) have not compromised or settled such claim. SUPERBUILD shall have no indemnification obligation, and you shall indemnify SUPERBUILD pursuant to this Agreement, for claims of Intellectual Property Rights infringement arising from the combination of the Service with any of your products, service, hardware, or business processes.

17. Warranty Disclaimer.

SUPERBUILD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SUPERBUILD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR THE SERVER COMPUTERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SUPERBUILD AND ITS LICENSORS.

18. Liability Limitation.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE FEES DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Export Restrictions.

This Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. You acknowledge and agree that the Service may only be used by Users located in the United State of America and its territories, and that the Service and SUPERBUILD Technology may not be used, transferred, or otherwise exported to any foreign country.

The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

SUPERBUILD and its licensors make no representation that the Service is appropriate or available for use in any foreign country. If you use the Service from outside the United States of America , you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical, weapons, biological weapons, or missile projects, unless specifically authorized by the United States government.

20. Notice.

SUPERBUILD may give notice by means of a general notice to all Users. You agree to receive notice for all purposes under this agreement by electronic mail to your e-mail address of record in your User Profile. You are responsible for updating your User Profile information so that your email and other contact information remains current. Any email notices shall be deemed to have been given upon the expiration of 12 hours after it is sent by email. A notice to SUPERBUILD shall be deemed given when received by SUPERBUILD at any time by any of the following: e-mail to info@Superbuild.com, or a letter delivered by national overnight delivery service sent to the attention of the CFO at the principal office address of SUPERBUILD listed on the Service.

21. Modification of Terms.

SUPERBUILD reserves the right to modify this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment, Change in Control.

This Agreement may not be assigned by you without the prior written approval of SUPERBUILD. SUPERBUILD may assign this Agreement without your consent to (a) a parent or subsidiary, (b) an acquirer of SUPERBUILD’s assets, or (c) a successor entity by merger or consolidation. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you or your business entity that results or would result in a direct competitor of SUPERBUILD directly or indirectly owning or controlling fifty percent (50%) or more of you or your business entity shall entitle SUPERBUILD to terminate this Agreement for cause.

23. General.

This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and SUPERBUILD as a result of this agreement or use of the Service. The failure of SUPERBUILD to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SUPERBUILD in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and SUPERBUILD and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties.

24. Additional Information.

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@superbuild.com.

© Copyright 2013 Superbuild, LLC. All rights reserved. Third party product and brand names used are property of their respective owners.