Last Updated: January 27, 2026
Welcome to Superagent! These Terms of Service (these "Terms") are an agreement between you and Formagrid Inc, which operates Superagent ("we," "our," or "us"), and describes your and our rights, obligations, and responsibilities.
More specifically, these Terms govern how you may access and use: (i) superagent.com, its subdomains, and any other website where these Terms are posted; and (ii) the Superagent online hosted services ((i) and (ii) collectively, our or the "Services"). Notwithstanding anything to the contrary, these Terms do not govern how you may access or use airtable.com or the Airtable online hosted services (collectively, the "Airtable Service"), which instead is governed by the Terms of Service at www.airtable.com/tos or another agreement, such as a master subscription agreement, between you and us that governs your access to and use of the Airtable Service.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY CREATING A SUPERAGENT ACCOUNT, CLICKING "SIGN UP", "SIGN UP WITH GOOGLE", "SIGN UP FOR FREE", "SUBMIT", OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, BY AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT REFERENCING THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, WHETHER OR NOT YOU ARE A REGISTERED USER OF THE SERVICES, YOU SIGNIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT SUPERAGENT.COM/PRIVACY ("PRIVACY POLICY"); AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED INTO THESE TERMS BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.
THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 15.2 (THE "ARBITRATION AGREEMENT") AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 15.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTIONS 15.1 AND 15.2 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 15.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.
If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an "Organization"), then: (i) these Terms are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use our Services); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use our Services may be suspended or terminated (and ownership and administration of your Superagent Account (defined below) may be transferred) if you cease to be associated with, or cease to use an email address associated with, owned by, or provisioned by, that Organization; (v) we may disclose information regarding you and your use of the Services, including Your Content (defined below), to such Organization, or to appropriate individuals associated with that Organization; and (vi) the terms "you" and "your", as used in these Terms, refer to both you and such Organization.
If you sign up for our Services using an email address associated with, owned by, or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Services (or reimburses you for payment of such fees), or otherwise, then we may deem you, in our sole discretion, to be accessing and using our Services on behalf of that Organization. You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services, including information identifying other users associated with such Organization or email domains owned by such Organization, is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change or no longer be truthful, accurate, or complete.
If you are an Organization on whose behalf an individual user is accessing or using our Services as described above, then you are responsible for the acts and omissions of all such individual users, and for ensuring that all such individual users comply with these Terms.
You may use our Services only if you can form a legally binding contract with us (and on behalf of your Organization as applicable), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. To use our Services, you must be at least 18 years old, and in some circumstances even older (please check your local law for the age of digital consent). You represent and warrant that you meet the applicable age requirements and are competent to agree to these Terms. Our Services are not available to any users who were previously removed from the Services, unless our duly authorized representative agrees otherwise in writing.
Subject to your compliance with these Terms, you may access and use our Services during the Subscription Term (defined below), except as may be limited by your Organization. Your account on our Services (your "Superagent Account") gives you access to the services and functionality that we may establish and maintain from time to time. We may maintain different types of Superagent Accounts for different types of users. You acknowledge and agree that you do not own your Superagent Account.
You may not use another user's Superagent Account without such user's permission. You are solely responsible for the activity that occurs on your Superagent Account, and you must keep your Superagent Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Superagent Account. Any individual with administrator-level access to your Superagent Account can modify your Superagent Account settings, access, and billing information. We will not be liable for any losses caused by any unauthorized use of your Superagent Account, or for any changes to your Superagent Account, including your ability to access your Superagent Account or Your Content (defined below), made by any individual with administrator-level access to your Superagent Account.
You may control certain aspects of your Superagent Account profile and how you interact with our Services by changing the settings in your Account Settings page. If you provide us with your email address, we may use the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Services-related notices.
As between us and you, you (or your licensors) will own any and all information, data, Input (as defined below), Output (as defined below), and other content, in any form or medium, that you input or upload to the Services (collectively, "Your Content"). If you are an individual using our Services on behalf of an Organization, we may assume, in our sole discretion, that all of Your Content belongs to that Organization. Notwithstanding the foregoing, you acknowledge and agree that we may retain, take possession of, delete, or deny you access to Your Content if we believe, in our sole discretion, that some or all of Your Content, or your use of our Services, violates these Terms.
You (on behalf of yourself and your Organization, if applicable, and your other licensors) grant, and you represent and warrant that you have all rights necessary to grant, us an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to access, use, copy, store, modify, and display Your Content solely: (i) to provide, maintain, improve, or optimize use of our Services; (ii) to perform such other actions as authorized by you in connection with your use of our Services; (iii) where necessary (in our sole discretion) to ensure the stability, safety, legality, or security of our Services and our systems; (iv) as required by law; and (v) for any other purpose consistent with the Privacy Policy.
If you are an individual using our Services on behalf of an Organization and are collaborating with other employees or other individuals who have access to Your Content under your Superagent Account, or if you share Your Content with other individuals within or outside of such Organization, then Your Content that you make available to such other individuals (as well as other information, such as the names and contact information of other individuals who have access to your workspace(s) or Your Content within our Services) will be visible, accessible, and, depending on their designated level of access, editable by such individuals.
You can remove Your Content from your Superagent Account by deleting it. However, in certain instances, some of Your Content may not be completely removed. We are not responsible or liable for the removal or deletion of any of Your Content, or any failure to remove or delete such content.
In connection with Your Content, you represent and warrant that: (i) you have all necessary rights, licenses, and consents to provide, receive, access, and/or use Your Content and any other content you provide, receive, access, and/or use through or in connection with our Services; and (ii) Your Content and our use thereof as contemplated by these Terms and our Services will not violate any law or infringe any rights of any third party, including any intellectual property rights and privacy rights.
We take no responsibility and assume no liability for Your Content. You shall be solely responsible for Your Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on our Services. You shall be solely responsible and indemnify us for Your Content.
We may collect and analyze data and other information regarding: (a) your Superagent Account, including information that you provide to us in connection with the creation, maintenance, or administration of your Superagent Account or the Services, such as names, usernames, passwords, phone numbers, email addresses, workspace metadata, customer support communications, questionnaire responses, and billing information ("Account Information"); and (b) your use of the Services, including access information, logs, usage patterns, and performance ("Usage Data"). We are free at any time (including after termination of these Terms) to use Account Information and Usage Data for our business purposes, including but not limited to: analytics; quality assurance; product and service development, optimization, or improvement; and churn rate and service level analysis. We may also review or analyze Account Information or Usage Data as needed to investigate incidents, ensure the security and integrity of the Services, or provide technical support and troubleshooting. For clarity, neither Account Information nor Usage Data includes Your Content.
You may cancel your Superagent Account at any time through your Account Settings page, though we will be sorry to see you go. We may change our Services, stop providing our Services or features of our Services to you or to our users generally, change or stop providing a particular Subscription Plan (defined below) or features thereof, or create usage limits for our Services. We may permanently or temporarily terminate or suspend your access to our Services without notice or liability, without cause or for any reason, including if in our sole discretion you violate any provision of these Terms, subject to Section 6.4 below. Upon termination, you continue to be bound by these Terms.
In our sole discretion, we may make available to you certain product features on a trial basis, and such trial may be designated by us as an alpha, a beta, a pilot, a limited release, a limited availability, a test period, a preview, or an evaluation, or using another similar term ("Product Trial"). You may participate in any Product Trial, subject to these Terms and any additional terms and conditions made available by us. You acknowledge that product features made available to you as part of a Product Trial ("Trial Features") might contain bugs, errors, or omissions. TRIAL FEATURES ARE PROVIDED TO YOU FOR TESTING PURPOSES ONLY, ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS. Trial Features are not subject to any service level agreements or support commitments. Trial Features are Confidential Information (defined below). They might never be made available for general use or otherwise be provided in a future version of our Services, and we may discontinue Trial Features, or revoke your access to Trial Features, at any time for any or no reason, in our sole discretion, without any liability to you. Discontinuing Trial Features, or making Trial Features inaccessible to you, may have the effect of making some or all of Your Content inaccessible to you.
Certain features and functionality of the Services utilize generative artificial intelligence models, including models provided by certain third-party AI platform and model providers (each a "Third-Party AI Provider").
You may provide or make available prompts, data, text, documents, or other input to be processed by generative artificial intelligence models through the Services ("Input") and receive images, materials, files, code, or other data generated and returned by the Services based on the Input ("Output"). Input and Output are Your Content. For clarity, you retain all ownership rights in such Input and Output.
You acknowledge that due to the nature of machine learning and the technology powering the Services, Output may not be unique, and the Services may generate the same or similar output to you and a third party. You should not rely on factual assertions in Output without independently fact-checking their accuracy; Output that appears accurate because of its detail or specificity may still contain material inaccuracies. The Services may not dynamically retrieve information, and Output may not account for events or changes to underlying facts occurring after the relevant model was trained. Output should be evaluated for accuracy and suitability for your use case, including by employing human review of the Output.
We will not use, or permit others to use, Input or Output to train the generative artificial intelligence models used to provide the Services, without your express consent.
Third-Party AI Providers may retain Input and Output for up to thirty (30) days for the purpose of safety and compliance moderation. If Input or Output is confirmed through moderation to be prohibited (such as child sexual abuse material (CSAM) or other content that violates applicable law), such Input or Output may be retained for the duration necessary to comply with legal reporting obligations and regulatory requirements. In addition, Third-Party AI Providers may retain and use metadata associated with usage of the Services for billing, safety, and compliance purposes.
To the extent your Customer Data contains Personal Data (or similar term), as defined in any applicable data processing addendum we have with you, you instruct us and our subprocessors to process such Personal Data for the purposes of providing the Services and Output. You consent to our use of the following Third-Party AI Providers as subprocessors: Google LLC, OpenAI, LLC, and Anthropic, PBC. All provisions of any applicable data processing addendum we have with you otherwise apply to your use of the Services.
We maintain internal governance practices applicable to the Services, including periodic evaluations and testing to assess the quality and reliability of AI-generated Output. We will comply with all laws and regulations applicable to our integration and use of AI within the Services, including applicable laws and regulations regarding the responsible and ethical deployment of AI capabilities.
disassemble, reverse engineer, decode, or decompile any part of the Services;
use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record the Services;
copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Services or any of our intellectual property;
use the Services in a manner that impacts the stability of our servers, the operation or performance of the Services or any other user's use of the Services, or the behavior of other applications using the Services;
use the Services (including, without limitation, by uploading to the Services, storing on the Services, using the Services to generate, using information or data generated through the Services, or otherwise providing us with access to any information, data, image, or other content) in any manner or for any purpose that: (i) infringes, violates, or promotes the infringement or violation of any applicable law, regulation, legal requirement, contractual obligation, or right of any person or entity, including intellectual property rights, rights of privacy, or rights of personality; (ii) is fraudulent, false, deceptive, or defamatory, including phishing; (iii) promotes hatred, violence, or harm against any individual or group; or (iv) otherwise may be harmful, obscene, or objectionable to us, our suppliers, our users, or others;
overload, flood, spam, or mail-bomb the Services; or otherwise use the Services in a manner that interferes with or creates an undue burden on the Services, including by using the Services to send unsolicited communications, promotions, advertisements, or spam;
use or display the Services in competition with us, to develop competing products or services (or foundation models or other large scale models), for benchmarking or competitive analysis of us or the Services, or otherwise to our detriment or disadvantage;
attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services;
generate or transmit viruses, worms, malware, or other software agents or harmful code through the Services;
impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose, including phishing;
use or attempt to use a log-in credential other than your own, share passwords or authentication credentials for the Services, or otherwise circumvent our pricing, our fees, or the measures we may use to prevent or restrict access to the Services, to enforce limitations on use of the Services, or to charge fees for each user of the Services;
identify or refer to us or the Services in a manner that could reasonably imply an endorsement by us, or a relationship or affiliation between you or a third party and us, other than your permitted use of the Services under these Terms, without our express written consent;
store or process any images on or through the Services for which you have not obtained required verifiable parental consent under the Children's Online Privacy Protection Act (COPPA) or similar applicable laws;
store "protected health information" (as such term is defined under the Health Insurance Portability and Accountability Act of 1996) or "medical information" (as such term is defined under the California Confidentiality of Medical Information Act) in the Services;
use the Services to develop, design, or facilitate the creation of biological, chemical, nuclear, or radiological weapons, or other weapons of mass destruction;
include in any Input or attempt to generate Output containing: (i) information under regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards); (ii) government issued personal identifiers; (iii) biometric identifiers; (iv) health information subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or similar regulations; (v) any data constituting "sensitive personal information," "sensitive data," "special categories of data", or similar terms defined under applicable data protection laws; (vi) data subject to the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), or similar export control laws; or (vii) personal information of children under the age of 13, or the applicable age of digital consent in the relevant jurisdiction;
use the Services or Output in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage;
use the Services: (i) to collect nonpublic information you do not otherwise have the right to collect; (ii) to engage or participate in DDoS attacks; (iii) for automatic ticket purchasing; (iv) in connection with raffles, lottery, or gambling; (v) for gaming or trading of in-game items/currency; (vi) to access media streaming-related domains; (vii) to trade crypto/virtual currency or NFT; (viii) for search engine optimization manipulation; (ix) to post on classified, used goods, or resell sites; or (x) to complete surveys in return for a benefit or anything of value;
use the Services for clinical purposes (for clarity, non-clinical research, scheduling, or other administrative tasks are not restricted), as a substitute for professional medical advice, or in any manner that is overseen by or requires clearance or approval from any applicable regulatory authority;
use the Services: (i) for mass surveillance, racial profiling, or any use that violates or encourages the violation of basic human rights or other applicable laws and regulations; (ii) to provide fully automated decision making in connection with use cases involving critical processes or the risk of loss of life, property or impact on an individual's legal rights; (iii) in a manner that impersonates another for deceptive purposes or conceals the fact that a user is interacting with AI; (iv) to send unsolicited, abusive, or deceptive messages of any type; (v) to host or distribute harmful, misleading, disparaging, or offensive content; or (vi) to disrupt or gain (or with the intent to disrupt or gain) unauthorized access to data, services, networks, or computing environments within or external to the Services;
engage in any use of the Services that is prohibited or considered "high-risk" under the EU AI Act or any other law or regulation applicable to your use of the Services; or
use Output in any manner that suggests or implies it is human-generated, or remove, alter, or obscure any metadata, digital signatures, watermarks, or other technical identifiers designed to indicate that Output was generated by artificial intelligence.
In addition, you agree to comply with the following Third-Party AI Provider terms and policies, as updated from time to time:
Anthropic's Acceptable Use Policy, available at https://console.anthropic.com/legal/aup
Google's Generative AI Prohibited Use Policy, available at https://policies.google.com/terms/generative-ai/use-policy
Google's Acceptable Use Policy, available at https://cloud.google.com/terms/aup?hl=en
OpenAI's Usage policies, available at https://openai.com/policies/usage-policies
OpenAI's Sharing & publication policy, available at https://openai.com/policies/sharing-publication-policy/
OpenAI's Service terms, available at https://openai.com/policies/service-terms/
OpenAI's Creating content on Sora in line with our policies, available at https://openai.com/policies/creating-images-and-videos-in-line-with-our-policies/
We reserve the right to report any activity or content that we reasonably believe violates any law, rule, or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing your information as appropriate. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct.
You acknowledge and agree that our Services and all materials and content displayed or made available on our Services, and all software, algorithms, code, technology, and intellectual property underlying and included in or with our Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors' as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.
You may choose, or we may invite you, to submit comments, feedback, or ideas about our Services, including about how to improve our Services ("Feedback"). You agree that we will own any such Feedback, and that we are free to use the Feedback without any additional compensation to you, and to disclose the Feedback on a non-confidential basis or otherwise to anyone. You acknowledge that, by accepting your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
We may offer plans that you may sign up for that allow you to use certain aspects of our Services, either for free or for a fee (a "Subscription Plan"). We may change Subscription Plans, including by offering new services or features for additional fees and charges or by adding or amending fees and charges for existing Subscription Plans, in our sole discretion. Any change to a Subscription Plan's pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms. Subscription Plans may set allotments for use of designated Services aspects. Use of Services aspects in excess of a Subscription Plan's designated allotment may result in (additional) fees, and such fees will be included in a true-up invoice or charged automatically via the payment method associated with your Superagent Account ("Payment Method").
For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described below, for so long as your Superagent Account remains active. Subscription Plans may be offered for a set subscription period (each such period, a "Subscription Term"). If you elect to sign up for a paid Subscription Plan, you agree to the pricing and payment terms specified at checkout, or as otherwise posted or communicated to you, as we may update them from time to time.
You must provide us with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States Dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. You will pay applicable taxes, if any, relating to any such transaction, and are also responsible for any payment-related fees such as wire transfer fees, credit card processing fees, and foreign transaction fees.
We currently use Stripe as our third-party service provider for payment services, and by using our Services you agree to be bound by Stripe's Services Agreement, currently available at https://stripe.com/us/legal. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us, and you authorize us or our third-party service provider to continue to charge your Payment Method, without further notice, until such time as your payment is settled. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.
Your subscription continues until canceled by you or we terminate your access to or use of our Services in accordance with these Terms. Unless and until canceled by you, all Subscription Plans will automatically renew for renewal terms equal in length to the original Subscription Term, at the applicable price as of the renewal date. If you do not want a Subscription Plan to renew, you must cancel it before the end of the Subscription Term via the Account Settings page on your Superagent Account). If you purchase a Subscription Plan, we (or our third-party service provider) will automatically charge you each year or month, as applicable, on the anniversary of the commencement of your subscription, using the payment information you have provided, until you cancel your subscription. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us.
If we cancel or terminate your Subscription Plan, except in the event of your breach of these Terms or failure to pay fees when due, we will grant you a prorated refund for the remaining unused portion of your Subscription Term. If you cancel or terminate your Subscription Plan, your right to use our Services will continue until the end of your then-current Subscription Term and then terminate without further charges. Notwithstanding the foregoing, if you live in the European Union or Turkey and cancel your Subscription Plan within fourteen (14) days of purchase, you will be eligible for a refund of any payments made for the canceled Subscription Term, and, if you request such a refund, your right to use our Services will terminate immediately upon cancellation of your subscription. Subject to the preceding sentence, if you cancel or terminate your Subscription Plan, unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF ANY FEES PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION.
Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
Any billing credits that may accrue to your Superagent Account (for example, as a result of a promotion or referral program) will expire one year following their accrual, or upon expiration or termination of your Superagent Account, whichever is earlier. Notwithstanding the foregoing, any credits accrued to a free Subscription Plan will expire if the Subscription Plan is not upgraded to a paid Subscription Plan within ninety (90) days of accrual, unless otherwise specified. Credits have no currency or exchange value, and are not transferable or refundable.
We care about the privacy of our users. By using our Services, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Policy, and you acknowledge that you may have your personal information collected in, used in, transferred to, and processed in the United States. If your use of the Services requires us to process any personal data or personal information within Your Content, as these terms are defined in and in accordance with applicable privacy laws or regulations, we will do so at all times in accordance with our Privacy Policy.
Security ------------We have implemented measures designed to secure Your Content from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide Your Content at your own risk.
DMCA Policy and Procedures
We respect artist and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998, the text of which can be found on the U.S. Copyright Office website at http://www.copyright.gov ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please use the process outlined here to notify our designated agent under the DMCA ("DMCA Agent"). Only copyright owners can report a suspected infringement to us. If you believe that any data, content, or other material on the Services ("Material") infringes another party's copyright, you should advise the copyright owner directly.
For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the Material that is claimed to be infringing and where it is located on the Service;
Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, email address;
A statement that you have a good faith belief that use of the Material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our DMCA Agent using the following contact information:
Formagrid Inc (Attn: Superagent DMCA Agent)Address: One Front Street, 28th Floor, San Francisco, CA 94111Email: legal@superagent.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
After we receive a proper written notice as described above, we will expeditiously remove or disable the allegedly-infringing Material and notify the user that posted the Material. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. In our sole discretion, we may also limit access to the Services and/or terminate the Superagent Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that your Material was removed or disabled improperly or by mistake, you may send us a written counter-notice that includes the following:
Your name, mailing address, telephone number, and email address;
Identification of the Material that has been removed or disabled and where it was located on the Services before it was removed or disabled;
A statement that: (i) you consent to the jurisdiction of the Federal District Court in which your address is located (or San Francisco, California, if your address is outside the United States); and (ii) you will accept service of process from the person who provided notification of infringement or an agent of such person (an example would be: "I consent to the jurisdiction of the Federal District Court with jurisdiction in [your city and state of residence or "San Francisco, California"], and I will accept service of process from the person who provided notification of infringement or an agent of such person");
A statement under penalty of perjury that you have a good faith belief that the Material in question was removed or disabled as a result of mistake or misidentification of the content to be removed or disabled (e.g., "I swear, under penalty of perjury, that I have a good faith belief that each item of content identified above was removed or disabled as a result of a mistake or misidentification of the content to be removed or disabled, or that the content identified by the complainant has been removed or disabled at the URL identified and will no longer be shown."); and
Your physical or electronic signature.
If the counter-notice is complete and valid, we will forward the information in the counter-notice to the person that filed the complaint. If the person that filed the complaint does not give our DMCA Agent notice that a valid court action has been filed within 10-14 days, we will restore the removed or disabled content.
Third-Party Services and Marketplace Extensions ----------------------------------------------------OUR SERVICES MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICES, AND CERTAIN FUNCTIONALITY OF OUR SERVICES MAY REQUIRE YOUR USE OF, OR MAY BE COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS, APPLICATIONS, EXTENSIONS, OR SERVICES (EACH, A "THIRD-PARTY SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY'S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY SERVICE. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICE. IF YOU ACCESS A THIRD-PARTY SERVICE FROM OR WITH THE SERVICES OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.
Indemnity
You agree to defend, indemnify, and hold us and our affiliates, agents, suppliers, or licensors (and our and their employees, contractors, agents, officers, and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including attorney's fees) arising from: (i) your access to or use of our Services; (ii) your violation of any aspect of these Terms, including your breach of any of your representations and warranties; (iii) your violation of any third-party right, including any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; (v) Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; (vi) your willful misconduct; or (vii) any third party's access to or use of our Services with your username(s), password(s), or other security code(s).
OUR SERVICES, AND ANY OUTPUT FROM THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF OUR SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICES OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICES.
THE SERVICES DO NOT PROVIDE ANY FINANCIAL ADVICE. INFORMATION ON THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY PROFESSIONALS--FINANCIAL, ACCOUNTING, TAX OR OTHERWISE. THE SERVICES, TOOLS, CONTENT, AND OUTPUT PROVIDED ON THE SERVICES, INCLUDING ANY PROJECTIONS, RISK ASSESSMENTS, OR RECOMMENDATIONS GENERATED THROUGH AUTOMATED SYSTEMS OR ARTIFICIAL INTELLIGENCE, ARE PROVIDED SOLELY FOR INFORMATIONAL, EDUCATIONAL, AND PERSONAL USE PURPOSES. NOTHING ON THE SERVICES OR IN ANY OUTPUT CONSTITUTES, OR SHOULD BE INTERPRETED AS, FINANCIAL, INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. ANY OUTPUT PRODUCED BY OUR AI-BASED FINANCIAL MODELING TOOLS ARE BASED ON THE DATA YOU PROVIDE AND GENERALIZED ALGORITHMIC ASSUMPTIONS. THEY DO NOT CONSIDER YOUR FULL FINANCIAL PICTURE AND ARE NOT A SUBSTITUTE FOR ACTUAL ADVICE FROM A QUALIFIED FINANCIAL PROFESSIONAL. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT: (I) WE ARE NOT A REGISTERED INVESTMENT ADVISOR, BROKER-DEALER, OR FIDUCIARY; (II) WE DO NOT MONITOR YOUR INPUT FOR ACCURACY OR COMPLETENESS; (III) OUTPUT MAY BE BASED ON THIRD-PARTY CONTENT THAT HAS NOT OR CANNOT BE INDEPENDENTLY VERIFIED BY US. WE DO NOT GUARANTEE THE PERFORMANCE OF ANY FINANCIAL STRATEGY OR OUTCOME BASED ON AI OUTPUTS AND DISCLAIM ALL LIABILITY ARISING FROM RELIANCE ON SUCH OUTPUTS.
FEDERAL LAW, SOME STATES OR PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; (VII) YOUR DATA; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES YOU PAID TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER CLAIM OR INCIDENT.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party ("Confidential Information"). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information, and Trial Features. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information.
The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use the Disclosing Party's Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties, or for any other purpose consistent with our Privacy Policy; and (iii) not disclose any of the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, then, prior to making such disclosure (unless prohibited by law or legal process) it shall use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.
Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
You agree that: (i) we will be deemed solely domiciled in the State of California; and (ii) our Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.
The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 15.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined not to apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 15.2 (the "Arbitration Agreement") applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of our Services, including receipt of any advertising, marketing, or other communications from us; (iii) any transactions through, by, or using our Service; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer ("Claim" or collectively, "Claims"). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.
If you are a new user, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at legal@superagent.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at legal@superagent.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the "Rules"), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or San Francisco, California, unless you and we agree otherwise. If you are using our Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using our Services for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
NOTHING IN THIS SECTION WILL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY, OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
IF THIS ARBITRATION AGREEMENT IS FOUND TO BE VOID, UNENFORCEABLE, OR UNLAWFUL, IN WHOLE OR IN PART, THE VOID, UNENFORCEABLE, OR UNLAWFUL PROVISION, IN WHOLE OR IN PART, SHALL BE SEVERED. SEVERANCE OF THE VOID, UNENFORCEABLE, OR UNLAWFUL PROVISION, IN WHOLE OR IN PART, SHALL HAVE NO IMPACT ON THE REMAINING PROVISIONS OF THE ARBITRATION AGREEMENT, WHICH SHALL REMAIN IN FORCE, OR THE PARTIES' ABILITY TO COMPEL ARBITRATION OF ANY REMAINING CLAIMS ON AN INDIVIDUAL BASIS PURSUANT TO THE ARBITRATION AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF THE CLASS ACTION/JURY TRIAL WAIVER IS FOUND TO BE VOID, UNENFORCEABLE, OR UNLAWFUL, IN WHOLE OR IN PART, BECAUSE IT WOULD PREVENT YOU FROM SEEKING PUBLIC INJUNCTIVE RELIEF, THEN ANY DISPUTE REGARDING THE ENTITLEMENT TO SUCH RELIEF (AND ONLY THAT RELIEF) MUST BE SEVERED FROM ARBITRATION AND MAY BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION. ALL OTHER CLAIMS FOR RELIEF SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT SHALL BE ARBITRATED UNDER ITS TERMS, AND THE PARTIES AGREE THAT LITIGATION OF ANY DISPUTE REGARDING THE ENTITLEMENT TO PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING THE OUTCOME OF ANY INDIVIDUAL CLAIMS IN ARBITRATION.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
This Section applies if you are a "Governmental Entity", defined as the United States or any nation, state, municipality, or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, or court, whether domestic, foreign, or multinational, exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, and any employee or official thereof. For purposes of the United States government, our Services are "commercial computer software" as defined at 48 C.F.R. § 2.101 and 48 C.F.R. § 252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, and the Services is a "commercial service" as defined in 48 C.F.R. § 2.101. The Services and related documentation is provided to all Governmental Entity customers and their users, for use by the Governmental Entity customer or on its behalf, subject to these Terms and with only those rights as are granted to all other customers and authorized users pursuant to the terms and conditions herein.
These Terms, including (by way of example only) Sections 6.3 (Renewals), 6.4 (Cancellations and Terminations), 6.5 (Late Payments), 11 (Indemnity), 15 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), 20.1 (Assignment) apply to Governmental Entities and their authorized users except as prohibited by applicable law. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.
You understand and acknowledge that we or our Services may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Services available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
We may identify you as our customer in our promotional materials. We will promptly stop doing so upon your request, which you may send to support@superagent.com.
We and our Services provide, and use third-party tools to provide, various interactive services, including chatbot and managed chat functionality. You agree that we and our third-party tools may monitor and retain a transcript of all communications with you via these interactive tools in order to provide the tools and for quality and verification purposes. Your use of any of these tools is governed by these Terms and our Privacy Policy.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
These Terms apply to and govern your access to and use of our Services effective as of the start of your access to or use of our Services, even if such access or use began before publication of these Terms.
We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. In such cases, we will update the "Last Updated" date at the top of this page. When we change these Terms in a material manner, we will notify you that material changes have been made to these Terms, for example by posting the modified Terms on our website, by displaying a prominent notice within the Services, or through other communications. Your continued use of our Services after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to use or access) our Services, and delete your Superagent Account.
These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Services (and including any terms incorporated herein by reference), will constitute the entire agreement between you and us concerning our Services. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement will be unenforceable.
No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
The provider of the Services is Formagrid Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
If you have any questions about these Terms, please contact us at legal@superagent.com.