Spireframe Software LLC ("Spireframe Software") 
Terms and Conditions 

Section 1: Scope 
(1) The following terms and conditions exclusively govern the acceptance and processing of all customer orders as well as all rendering of services to customers by Spireframe Software LLC. Diverging terms and conditions of customers or customers' purchase documents shall not take any precedence unless otherwise explicitly stated and agreed to by Spireframe Software LLC. 
(2) Offers by Spireframe Software LLC are not binding and subject to alteration without notice. Contracts become effective upon written or electronic confirmation of the customer's order by Spireframe Software LLC. Verbal commitments constitute no guarantee and are only binding upon written confirmation by Spireframe Software LLC. 

Section 2: Prices, & Payment 
(1) Spireframe Software LLC's general price lists are applicable and valid unless specific prices have been agreed to individually with a customer. 
(2) Offers for services or products by Spireframe Software LLC are only performed upon completion of applicable ordering and/or purchasing documents and after agreement of applicable service or product fees. 
(3) Unless customer provides adequate information for determining any extension of credit by Spireframe Software LLC, all purchases are expected to be paid by a valid credit card. Upon extension of credit by Spireframe Software LLC, customer shall receive a timely invoice for their purchase, which is due within 30 days. Notwithstanding the foregoing, under no circumstances does Spireframe Software LLC hereby guarantee the extension of credit to any customer under any circumstances. 
(4) In the case of delay in payments by customers, Spireframe Software LLC may withdraw all current contracts with customers or contracts with third parties being made for customers. 
(5) Spireframe Software LLC may charge the fixed or applicable price reduced by not incurred expenses if the customer withdraws a contract without substantial reason or in the case of withdrawal by Spireframe Software LLC for customer liability reasons. 

Section 3: Reservation of Title 
Spireframe Software LLC retains all ownership title of documentation and electronic media until it has been delivered (or turned over to a common carrier for delivery) and the purchase price has been fully paid. 

Section 4: Warranty, & Intellectual Property Rights 
(1) The customer's use of software or services delivered and performed by Spireframe Software LLC is at the customer's sole risk. 
(2) The services and any software provided by Spireframe Software LLC to customers contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer agrees not to modify, rent, lease, loan, sell, distribute, re-engineer, or create derivative works based on Spireframe Software LLC's services or software. Customer may only use software delivered by Spireframe Software LLC and/or any related services subject to the agreement or license that accompanies such software and/or services. License terms also include further terms of Spireframe Software LLC's warranty provisions. 

Section 5: Limitation of Liability 
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, Spireframe SOFTWARE LLC  IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, OTHER ECONOMIC ADVANTAGE OR COSTS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CAUSED IN CONTRACT OR OTHERWISE, EVEN IF Spireframe SOFTWARE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COSTS. 

Section 6: Data Protection 
Personal data transmitted to Spireframe Software LLC in relation to orders of software or services are used according to data protection provisions. All such information may be fully used by Spireframe Software LLC in providing a customer with such software or services. No such data is shared with outside third parties without advance notice to the customer.  Any software design and functionality-related transmissions to Spireframe Software LLC, including but not limited to, ideas for improvement of the software products sold by Spireframe Software LLC, are the sole property of Spireframe Software LLC.

Section 7: Setoff 
Customer has no rights of setoff unless customer's claims are recognized by declaratory judgment in a pertinent court of law and if they are not denied by Spireframe Software LLC. 

Section 8: Place of Performance, Applicable Law, Place of Jurisdiction 
(1) The place of performance for all obligations as contained in any contracts, purchase documents, and/or customer orders between Spireframe Software LLC and customers is Spireframe Software LLC's principal place of business in Sioux Falls, South Dakota, USA. 
(2) These Terms and Conditions are governed by and interpreted in accordance with the laws of the State of South Dakota, U.S.A. If any provision of these Terms and Conditions are held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of these Terms and Conditions.