Supprtly Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

"Agreement"

means these Terms of Service and all materials, policies, and documents incorporated by reference, including the Privacy Policy and Acceptable Use Policy.

"Operator"

means the business or legal entity that subscribes to the Supprtly platform under a paid or trial subscription. The Operator is the contracting party and is solely responsible for their account, their authorized users, and their End Users.

"End User"

means any individual who interacts with Supprtly through a widget or interface deployed by an Operator, including customers or users who submit support tickets through the Operator's platform.

"Subscription Service"

means the Supprtly web-based support ticketing platform, native screen recording SDK, analytics dashboard, and all associated tools made available to Operators under a paid or trial plan.

"Customer Data"

means all information submitted to, collected through, or generated within the Subscription Service by Operators and their End Users, including ticket content, screen recordings, screenshots, and associated metadata.

"Recording Data"

means any screen recordings, screenshots, console logs, navigation traces, or technical metadata captured through Supprtly's native SDK and stored on Supprtly's infrastructure.

"Native SDK"

means Supprtly's proprietary screen capture and session recording software development kit, built and maintained entirely by Supprtly, embedded within the Operator's platform.

"Free Trial"

means the 14-day period during which an Operator may access the Subscription Service at no charge, subject to the terms herein.

"Users"

means employees, contractors, or agents authorized by the Operator to access and use the Subscription Service on the Operator's behalf.

"Supprtly," "we," "us," or "our"

refers to the company operating the Supprtly platform.

"You" or "Operator"

refers to the business or entity entering into this Agreement.

2. Acceptance of Terms

By registering for an account, accessing the Subscription Service, or clicking "I Agree," you represent that:

• You are at least 18 years of age;
• You have the legal authority to bind your organization to this Agreement;
• You have read, understood, and agree to be bound by these Terms of Service; and
• Your use of the Subscription Service will comply with all applicable federal, state, and local laws.

If you do not agree to these terms, you may not access or use the Subscription Service.

3. Subscription and Access

3.1 Account Registration

Operators must register for an account and provide accurate, current, and complete business information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at support@supprtly.com of any unauthorized account access.

3.2 Free Trial

Supprtly offers a 14-day free trial for new Operators. During the trial period:

• You will have access to the Subscription Service at no charge;
• All Customer Data and Recording Data may be permanently deleted upon expiration of the trial if you do not convert to a paid subscription; and
• Supprtly reserves the right to modify or terminate free trial access at any time without notice.

We will not recover trial data after deletion. We recommend exporting any data you wish to retain before the trial expires.

3.3 Subscription Plans and Billing

Paid subscriptions are billed in advance on a monthly or annual basis depending on your selected plan. By providing payment information, you authorize Supprtly to charge your payment method for all applicable fees.

Subscription fees are non-refundable except as expressly provided in this Agreement. Upon cancellation, your access will remain active through the end of the current billing period and will not renew.

We reserve the right to modify pricing upon at least 30 days' written notice prior to your next renewal date. Continued use after the effective date of a price change constitutes acceptance of the new pricing.

3.4 Auto-Renewal

Subscriptions automatically renew for successive periods equal to your initial term unless you cancel prior to the renewal date via your account settings. To prevent renewal, you must disable auto-renew before the renewal date.

3.5 Suspension for Non-Payment

We may suspend your access to the Subscription Service with 10 days' written notice if payment is not received when due. Reactivation may require payment of all outstanding fees. Accounts suspended for more than 60 days may be terminated and data deleted.

4. Operator Responsibilities

4.1 General Obligations

As an Operator, you are solely responsible for:

• Your own use of the Subscription Service and all use by your authorized Users;
• All End Users who interact with Supprtly through your deployment of the widget or SDK;
• Ensuring your use of the Subscription Service complies with all applicable laws and regulations;
• Maintaining appropriate security of your account credentials; and
• The accuracy and legality of all Customer Data submitted to the Subscription Service.

4.2 End User Consent for Screen Recording and Screenshots

Supprtly's Native SDK includes a built-in consent mechanism that requires End Users to explicitly check a consent box and affirmatively agree before any screen recording or screenshot is captured. This consent flow is presented to End Users at the time they initiate a support ticket that includes recording or screenshot functionality.

As an Operator, you represent, warrant, and agree that:

• You will not disable, circumvent, bypass, modify, or suppress the built-in End User consent mechanism;
• You will not misrepresent to End Users the nature, scope, or purpose of any screen recording or screenshot;
• You are solely responsible for any legal obligation to obtain consent from End Users beyond what Supprtly's built-in consent flow provides, including but not limited to obligations under wiretapping laws, two-party consent statutes, or other applicable recording laws in your jurisdiction or your End Users' jurisdiction;
• You will implement any additional consent, disclosure, or notice obligations required by applicable law for the jurisdictions in which you and your End Users operate; and
• Supprtly's built-in consent mechanism satisfies Supprtly's platform-level consent obligation, but does not substitute for any independent legal obligations you may have as the data controller.

Supprtly shall have no liability for any failure to obtain legally sufficient consent arising from your circumvention of, or failure to supplement, the built-in consent mechanism.

4.3 Prohibited Uses

You may not use the Subscription Service to:

• Violate any applicable federal, state, local, or international law or regulation;
• Record, capture, or collect data from End Users without the required consent;
• Transmit or store any data that infringes on any third party's intellectual property rights;
• Introduce malware, viruses, or any other harmful code;
• Attempt to gain unauthorized access to any part of Supprtly's systems or infrastructure;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Subscription Service or Native SDK;
• Resell, sublicense, or distribute access to the Subscription Service without our prior written consent; or
• Use the Subscription Service in any manner that could harm Supprtly or its users.

4.4 Compliance with Recording Laws

Screen recording and screenshot functionality may be subject to federal, state, and local laws governing electronic surveillance, wiretapping, and privacy. You are solely responsible for ensuring that your deployment of the Native SDK and your End Users' use of recording features complies with all applicable laws, including but not limited to the Electronic Communications Privacy Act (ECPA) and applicable state wiretapping and two-party consent laws.

Supprtly makes no representation that the built-in consent mechanism satisfies the legal requirements of any particular jurisdiction. You must seek independent legal advice if you are uncertain about your obligations.

5. Customer Data and Privacy

5.1 Ownership

You retain all ownership rights to Customer Data. By using the Subscription Service, you grant Supprtly a limited, non-exclusive, worldwide license to access, store, process, and use Customer Data solely to provide and improve the Subscription Service as described in this Agreement and our Privacy Policy.

5.2 Storage of Recording Data

All Recording Data — including screen recordings, screenshots, console logs, and navigation metadata — is stored exclusively on Supprtly's own infrastructure within the United States. Recording Data is not transmitted to or processed by third-party recording services.

5.3 Data Security

Supprtly will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. However, no method of electronic transmission or storage is 100% secure, and Supprtly cannot guarantee absolute security.

In the event of a confirmed data breach affecting your Customer Data, we will notify you in accordance with applicable law and our Privacy Policy.

5.4 Data Retention and Deletion

Upon termination or expiration of your subscription, we will retain your Customer Data for 30 days, during which you may request an export. After 30 days, Customer Data will be permanently deleted from our systems unless we are legally required to retain it. Free trial data may be deleted immediately upon expiration of the trial.

5.5 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, available at https://www.supprtly.com/privacy, which is incorporated into this Agreement by reference.

5.6 US Operations

The Subscription Service is currently operated from and within the United States. Customer Data is stored on United States-based infrastructure. If you are accessing the Subscription Service from outside the United States, you acknowledge and consent to the transfer, storage, and processing of your data in the United States.

6. Intellectual Property

6.1 Supprtly IP

Supprtly retains all intellectual property rights in and to the Subscription Service, the Native SDK, the platform's underlying software, algorithms, user interface, and all content and materials provided by Supprtly. This Agreement does not grant you any license to Supprtly's intellectual property except the limited right to access and use the Subscription Service as expressly set forth herein.

6.2 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Subscription Service, you agree that such feedback is non-confidential and that Supprtly may use, incorporate, and build upon such feedback without any obligation, payment, or attribution to you.

6.3 Operator Content

You represent and warrant that you own or have all necessary rights to any content, data, or materials you submit through the Subscription Service, and that such content does not infringe any third-party intellectual property rights.

7. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Neither party will use or disclose the other's Confidential Information except as necessary to fulfill its obligations under this Agreement or as required by law.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is considered Confidential Information.

Obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without reference to confidential information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to allow the disclosing party to seek a protective order.

8. Term and Termination

8.1 Term

This Agreement begins on the date you first access the Subscription Service and continues for the duration of your subscription, including any renewal periods, unless terminated earlier in accordance with this Agreement.

8.2 Termination by Operator

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. You will not receive a refund for any unused portion of a paid billing period.

8.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) becomes subject to insolvency, bankruptcy, or similar proceedings.

Supprtly may also suspend or terminate your access immediately, without notice, if we reasonably determine that your use of the Subscription Service: (i) violates applicable law; (ii) circumvents or disables the End User consent mechanism; (iii) poses a security risk to the Subscription Service or other users; or (iv) may expose Supprtly to legal liability.

8.4 Effect of Termination

Upon termination or expiration: (a) your right to access the Subscription Service immediately ceases; (b) all outstanding fees become immediately due and payable; and (c) each party shall promptly return or destroy the other's Confidential Information. Sections that by their nature should survive termination will survive, including Sections 4, 5, 6, 7, 9, 10, and 11.

9. Warranties and Disclaimers

9.1 Supprtly Warranty

Supprtly warrants that the Subscription Service will be provided in a manner consistent with generally accepted industry standards and that we will not knowingly introduce malicious code into the Subscription Service.

In the event of a breach of this warranty, Supprtly's sole obligation is to use commercially reasonable efforts to remedy the non-conformance within 60 days. If Supprtly cannot remedy the non-conformance within this period, either party may terminate the Agreement and Supprtly will refund any prepaid unused fees.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUPPRTLY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

SUPPRTLY MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA PROCESSED THROUGH THE SUBSCRIPTION SERVICE, INCLUDING RECORDING DATA.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPRTLY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF YOU ARE ACCESSING THE SUBSCRIPTION SERVICE UNDER A FREE TRIAL AND HAVE PAID NO FEES, SUPPRTLY'S MAXIMUM LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

10.3 Essential Basis

You acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between you and Supprtly. Supprtly would not provide the Subscription Service on the terms set forth in this Agreement without these limitations.

10.4 Exclusions

The limitations in this Section do not apply to: (a) your obligation to pay fees; (b) either party's indemnification obligations; (c) your liability for violation of Supprtly's intellectual property rights; or (d) damages arising from your circumvention of the End User consent mechanism or your violation of applicable recording or privacy laws.

11. Indemnification

11.1 By Operator

You will indemnify, defend, and hold harmless Supprtly and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Subscription Service in violation of this Agreement or applicable law;
• Your failure to obtain legally sufficient consent from End Users for screen recording or screenshot capture, including any circumvention or suppression of the built-in consent mechanism;
• Your violation of any End User's privacy rights in connection with Recording Data;
• Any content or data you submit through the Subscription Service that infringes any third-party rights; or
• Any breach by your authorized Users of this Agreement.

11.2 Process

Supprtly will: (a) promptly notify you in writing of any claim; (b) give you sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense at your expense. You may not settle any claim that imposes obligations on Supprtly or requires Supprtly to make an admission without our prior written consent.

12. Miscellaneous

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Tennessee.

12.2 Modifications

Supprtly may modify this Agreement at any time by posting a revised version on our website. The revised version will become effective on the date it is posted. We will provide at least 30 days' advance notice for material changes via email or in-app notification. Your continued use of the Subscription Service after the effective date of any modification constitutes your acceptance of the modified Agreement.

If you do not agree to a material modification, you may terminate your subscription prior to the effective date of the change and receive a pro-rated refund of prepaid fees for the unused period.

12.3 Assignment

You may not assign or transfer this Agreement or any rights hereunder without Supprtly's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor is not a competitor of Supprtly. Supprtly may assign this Agreement without restriction. Any purported assignment in violation of this Section is void.

12.4 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications outages not caused by the obligated party, or government actions. Each party will use reasonable efforts to mitigate the effect of any force majeure event.

12.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

12.6 No Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party to be effective.

12.7 Entire Agreement

This Agreement, together with the Privacy Policy and any Order Forms, constitutes the entire agreement between you and Supprtly regarding the Subscription Service and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

12.8 Notices

Notices to Supprtly must be sent to support@supprtly.com. Notices to you will be sent to the email address on record in your account or via in-app notification. Notices are effective upon delivery.

12.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

12.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party, including End Users.

12.11 Export Compliance

You will comply with all applicable US export control laws and regulations. You represent that you are not located in a country subject to US government embargo and are not listed on any US government prohibited or restricted party list.