Terms of Service
LAST UPDATED APRIL, 2023
IF YOU DISAGREE WITH THESE TERMS, PLEASE DO NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN CASE OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED THROUGH REFERENCE, THESE TERMS OF SERVICE SHALL TAKE PRECEDENCE.
Superbly retains the authority to modify these Terms at any point. All modifications take effect immediately upon publication. Your ongoing use of the Platform after the publication of any revised Terms signifies your acceptance and consent to the updated Terms.
For legal guidance ensuring your Platform use aligns with these Terms and applicable laws, it is recommended to consult a legal professional.
Utilization of the Platform
1.1. Age Limitations. You must be at least 18 years old to make use of the Platform. By agreeing to these Terms, establishing a Platform Account, or engaging with the Platform, you affirm that you are at least 18 years of age. Creating a Customer account is prohibited if you are under 18 years old. Should you be a parent or legal guardian granting permission for an individual who is at least 13 years old but under 18 years old (referred to as a "Minor") to establish a Customer account and/or utilize the Platform, you hereby commit to: (i) supervising the Minor's interaction with the Platform and their account; (ii) assuming all associated risks and liabilities arising from the Minor's use of the Platform and their Customer account; (iii) ensuring the suitability of the content on the Platform for the Minor; (iv) verifying the accuracy of all information provided to us by the Minor; and (v) providing the consents, representations, and warranties as stipulated in the Terms on behalf of the Minor.
1.2. Ownership of Platform Account. Your access to the Platform is contingent upon the provision of comprehensive, up-to-date, and accurate information during the registration process for a Platform Account. The Platform is designed for business utilization or in association with an individual's professional, vocational, or occupational pursuits. As the individual who acknowledges these Terms, You hold ownership over the Platform Account, except when You are acting on behalf of a corporate entity; in such instances, the corporate entity assumes ownership of the Platform Account. In the event that You accept these Terms representing a corporate entity, You declare and guarantee that you possess the authority to legally bind the said corporate entity to these terms.
1.3. Intended Utilization. Both You and your clientele are permitted to employ the Platform exclusively for lawful objectives and in alignment with these Terms. You commit not to employ the Platform in any manner that breaches applicable laws or regulations, nor engage in any activities deemed Prohibited Uses. Furthermore, you confirm and warrant the following: (i) You and Your customers will uphold all necessary licenses, permissions, authorizations, consents, and permits to fulfill the obligations established by these Terms; (ii) You bear full responsibility for the actions of yourself, your employees, agents, and customers who utilize the Platform; (iii) You bear full responsibility for your customers' usage of the Platform; (iv) You, your employees, agents, and customers will refrain from providing inaccurate representations of the Platform or the Services; (v) You will distribute these Terms to your employees, agents, and customers and ensure their comprehension of the fact that these Terms apply if they utilize or grant access to the Platform; (vi) You possess ownership or control over all rights pertaining to the content you furnish to Superbly, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You assume sole responsibility for your use of the Platform, encompassing the caliber and integrity of any data and other information, including Information, shared with us by or for you through Platform utilization; and (viii) You, your employees, and your customers will provide reasonable collaboration concerning information requests from law enforcement, regulatory authorities, or telecommunication providers.
1.5. Access Credentials. You hold the responsibility for maintaining the confidentiality of your Access Credentials. All usages of your Platform Account and Access Credentials, regardless of authorization, are under your responsibility. You undertake to promptly inform Superbly in case of any unauthorized access to your Platform Account or use of your Access Credentials or any other security breach. Superbly retains the right to deactivate your Access Credentials at its discretion, with or without reason, particularly if, in Superbly's viewpoint, you have contravened any clause of these Terms. Platform Accounts cannot be transferred to others. It is your duty to take preemptive actions to prevent unauthorized individuals from utilizing your Platform Account with your Access Credentials.
1.6. Employment of Communication Services. The Platform might encompass specific communication features, encompassing SMS, MMS, email, voice call functionalities, and other methodologies. Should You opt to utilize these features, You hereby acknowledge that You retain sole responsibility for all communications dispatched through the Platform. This encompasses adherence to all regulations governing said communications, such as the Telephone Consumer Protection Act ("TCPA") and the CAN-SPAM Act. You assert and ensure that you grasp and shall adhere to these regulations. Superbly is not accountable for your conformity with regulations, nor does it guarantee that your Platform usage aligns with any legal statutes. Superbly strictly functions as a provider of technological communication services via its application platform. Superbly neither originates, dispatches, nor conveys any communications to any recipient via SMS, MMS, email, or other communication channels. You possess authority over message content, timing, transmission, prevention of fraudulent activities, and call interception. All communications, be they SMS, MMS, email, or any other type, are generated by you and/or your customers, whether manually created by You or automatically sent through the Platform based on Your instructions.
1.7. Services Offered by Third Parties. The Platform could incorporate or grant access to services provided by Third Parties. Superbly holds no responsibility for the availability or accessibility of these Third Party Services. Should you choose to suspend or erase some or all components of your Platform Account, specific attributes or functionalities (like LeadConnector phone numbers or email services) might not be recoverable upon reactivation. Should you pause elements of your Platform Account for a duration exceeding thirty (30) days, and Superbly continues to incur expenses on your behalf related to Third Party Services (like the expenses linked to reserving a specific phone number for you), Superbly retains the prerogative to relinquish the phone number or delete portions or all of your Platform Account at its sole discretion, without incurring any liability. Superbly disavows all accountability concerning interruptions or periods of inactivity of Third Party Services.
1.8. Content from External Sources. The Platform could encompass Content from External Sources. Your utilization of Content from External Sources is fully under your own volition and carries inherent risk. Any assertions or viewpoints articulated in Content from External Sources exclusively represent the perspectives and accountability of the external source, and do not necessarily mirror the stance of Superbly. Superbly does not hold responsibility for Content from External Sources and does not provide any endorsements, affirmations, or warranties, nor does it incur liability, commitments, or obligations regarding Content from External Sources. It is your responsibility to guarantee that your interactions or transactions involving Content from External Sources align with these Terms and any pertinent legal stipulations.
1.9. Tailoring and Adjustments. Certain segments of the Platform can be personalized by you, facilitating the integration of your name, logo, trademark, and color palette into your exclusive interface region within the Platform. You bear sole responsibility for addressing matters relating to copyright, trademark, or other intellectual property issues associated with your individualized appearance and impression of the Platform, applicable to both you and your clientele. You recognize that the extent to which you can personalize the Platform to match your distinct branding might be restricted, particularly if your customization creates an impression of autonomous development. Superbly retains the right to eliminate any of your adaptations without prior notification and without incurring any responsibility to you.
1.10. Usage Constraints Due to High Activity. Access to the Platform is provided based on tiered-pricing, with specific tiers equipped to handle larger data volumes while maintaining optimal performance. We disclaim any responsibility for the potential performance ramifications of excessive data usage on your part. In the event that, in the sole judgment of Superbly, we ascertain that your data consumption is disproportionate, harmful, or detrimentally influences the Platform in any manner, we reserve the right to take the following actions: (1) request that you upgrade your Services to sustain your level of activity, particularly if your data usage surpasses the intended capacity of your existing Platform tier or if Superbly's operational expenses to support your Platform usage exceed the subscription cost; (2) temporarily suspend or cease your access to the Platform or Services; and/or (3) curtail the volume of data accessible to you.
1.11. Platform Enhancements. Superbly retains the prerogative to effectuate updates or modifications to the Platform as deemed necessary, at any juncture, even if such changes impact the former operational framework of the Platform. You concur that your utilization of the Platform or procurement of Services is not subject to Superbly's provision or introduction of specific functionalities or features, encompassing but not restricted to the uninterrupted availability of a particular Service or any third-party services.
1.12. Global Usage. Should you be situated in a nation under embargo or qualify as a sanctioned individual or entity, you are barred from utilizing the Platform. Superbly does not assert that the materials available on the Platform are suitable or accessible for utilization in regions outside the United States. Individuals who opt to access the Platform from other regions do so based on their own volition and bear the associated risks. If you decide to access the Platform from a location outside the United States, you carry the responsibility of conforming to local regulations in your jurisdiction, which may encompass aspects like the taxation of online acquisitions. Any proposals related to products, Services, and/or information presented in conjunction with the Platform are null and void in locations where such offers are prohibited.
The ensuing activities are classified as Prohibited Utilizations of the Platform. Participating in a Prohibited Utilization constitutes a significant breach of this Agreement, and Superbly reserves the right to promptly suspend or terminate your Platform Account in line with these Terms:
- Utilizing the Platform in any manner that breaches applicable laws or regulations.
- Exploiting, causing harm to, or endeavouring to exploit or harm any individual through the utilization of the Platform.
- Transmitting, receiving, uploading, downloading, utilizing, or reusing any content that contravenes these Terms through the Platform.
- Transmitting, or facilitating the transmission of, any illegal advertising or promotional content, including "junk mail," "chain letters," "spam," or any similar form of solicitation.
- Assuming the identity of or endeavouring to assume the identity of Superbly, a Superbly staff member, another user, or any other individual or entity (including, but not limited to, the usage of email addresses linked with any of the aforementioned entities).
- Engaging in any other actions that obstruct or impede another party's use or enjoyment of the Platform.
- Engaging in any actions that, as determined by Superbly, could jeopardize Platform users or Superbly itself, or expose either to legal liability.
- Employing the Platform in any manner that could incapacitate, overload, inflict harm upon, or compromise the functioning of the Platform, or obstruct another party's usage of the Platform, including their capacity for real-time interactions through the Platform.
- Utilizing any automated mechanism, such as a robot, spider, or other automated tool, to access the Platform for any reason, which includes tracking or duplicating any content on the Platform.
- Employing any manual process to track or replicate any content on the Platform, or for any other unauthorized objective, without securing Superbly's prior written authorization.
- Using any device, software, or routine that disrupts the proper functioning of the Platform.
- Injecting any malicious or technologically harmful components, such as viruses, Trojan horses, worms, logic bombs, or other destructive entities.
- Attempting to attain unauthorized access to, interfere with, damage, or disrupt any sections of the Platform, the server housing the Platform, or any server, computer, or database linked to the Platform.
- Launching an attack on the Platform through a denial-of-service or distributed denial-of-service assault.
- Endeavouring to disrupt the normal operation of the Platform by any other means.
- This enumeration is not exhaustive, and other actions inconsistent with the intended use and integrity of the Platform are also considered prohibited.
a. Charges. Your access to the Platform necessitates the punctual settlement of all Charges. Charges might undergo alterations periodically. All Charges exclude Communication Surcharges. You are liable for covering all Communication Surcharges linked to your Platform use. Communication Surcharges will be itemized as a distinct entry on an invoice. Both Charges and Communication Surcharges are nonrefundable. Charges will be debited to the credit card stored on record. Subscription Charges will be invoiced in advance of Services. You hereby consent to provide us with precise and comprehensive billing particulars (comprising name, address, credit card data, and phone number) and to alert us regarding any adjustments within a 10-day span from the modification.
b. Irrevocable Charges. Certain Service subscriptions necessitate an irrevocable minimum subscription obligation that cannot be terminated until the designated commitment has been met. Charges for such irrevocable minimum subscription commitments will persist in being automatically added to your bill until the minimum commitment has been fulfilled.
c. No Fee Mark-Ups. You are prohibited from augmenting or inflating any Superbly Charges that you transfer to your customers or third parties. You bear full responsibility for all Fees passed on and connected expenses, including but not limited to reimbursements and chargebacks related to such transferred Fees. Superbly is not accountable for resolving conflicts or disputes between You and Your customers concerning passed-on Fees.
d. Taxes. You bear full responsibility for any taxes and governmental assessments ("Taxes") linked to your utilization of the Platform, encompassing all Taxes associated with transactions carried out with your customers. Superbly may, in accordance with legal requirements or its own judgment, gather Taxes from you as part of the Fees, and all determinations made by Superbly regarding the collection of Taxes shall be conclusive. If Superbly determines at any juncture that additional Taxes are owed, it reserves the right to recalibrate and collect them from you. You shall hold Superbly harmless against all Claims connected to Taxes arising from your activities on the Platform, including those linked to transactions with your customers, as elaborated below. Taxes are nonrefundable.
e. Outstanding Balances. In the event that your credit card company declines or rejects payment for the Services you have procured, you hereby consent to the potential suspension or termination of your Platform access and/or Service provision. You may be required to settle any outstanding Fees and accrued amounts (including any third-party chargeback fees or penalties) through alternative acceptable means, as determined by us. Should legal recourse be indispensable to recuperate outstanding sums, you agree to reimburse us for all incurred costs, encompassing attorney fees and other legal expenditures.
f. Disputes Regarding Payment. Should you wish to contest any invoiced Fees or charges, you are required to inform us in writing within sixty (60) days from the billing date. During the pendency of the dispute, you must fulfill payment for all invoiced Fees and charges, failing which you forfeit the right to pursue the dispute. When disputing any Fees or charges, you must act in a rational and honest manner and collaborate diligently with us to reach a resolution. All determinations made by Superbly concerning your obligation to settle invoiced Fees and charges are conclusive.
g. Non-Refund Policy. With the exception of the circumstances outlined below, all Fees levied by Superbly are non-refundable. You hold exclusive responsibility for any additional Fees incurred by you due to your or a third party's errors or omissions. Superbly does not offer refunds or credits for such errors or omissions, nor for partially utilized or unused Platform or Services subscriptions. Even if you subscribe but do not utilize the Service or Platform, you remain accountable for all Fees during your subscription period. Subject only to legal requirements, Superbly retains the right to grant or decline a refund or credit at its sole and absolute discretion, at any point, for any rationale. Superbly's decision on whether to issue or deny a refund or credit, as well as the timing of such action, is final.
h. Cancellation. The responsibility for canceling Services linked to your account solely rests with you, and you are liable for all Fees accrued until the cancellation is effectuated. No refunds will be extended for your failure to appropriately cancel the Services tied to your account.
i. Financial Transactions Responsibility. You bear exclusive responsibility for all financial transactions carried out by you and your customers on the Platform or using the Services, including transactions facilitated through billing tools provided by the Services. You are solely accountable for all chargebacks stemming from the actions of you and your customers, irrespective of the grounds for the chargeback.
Superbly presents an Affiliate Program through which customers have the opportunity to earn commissions by referring new accounts to Superbly. Your involvement in the Affiliate Program is contingent upon Superbly's endorsement and your acknowledgment of the Affiliate Agreement, a duplicate of which can be accessed here and is integrated into this document by reference. To be eligible for commission payouts, you are required to create a payment account that is associated with your Superbly account. In cases where Superbly encounters difficulties in submitting payment to your payment account, commissions may be relinquished.
5.1. Content of the Platform. The Platform and its associated content are the valuable property of Superbly or its licensors, safeguarded by copyright, trademark, and other laws governing intellectual property, with the exception of what is stated below. It is important to note that User Contributions, as defined further below, are not considered part of Platform Content. While using the Platform for the purpose of providing access to You and Your customers, Superbly grants you a personal, non-assignable, non-exclusive, revocable, and royalty-free license to access and employ the Platform Content. However, any other usage, including but not limited to reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior consent from Superbly is strictly prohibited.
5.2. Superbly Trademarks. Superbly Marks constitute trademarks and service marks owned by Superbly. Usage of Superbly Marks requires prior written authorization from Superbly. This encompasses scenarios involving products or services not offered by Superbly, or any usage that may cause confusion or disparage, discredit, or misrepresent Superbly. You are prohibited from removing any Superbly Marks or other proprietary indications, which include attribution details, credits, and copyright notices placed on or near the Platform or its content. Mention of other products or company names on the Platform could be indicative of trademarks or service marks belonging to their respective owners. Superbly Marks might also appear on third-party websites, with or without authorization, and such usage does not imply approval, sponsorship, or endorsement by Superbly.
5.3. User Contributions. User Contributions are considered to be non-confidential and non-proprietary. By providing User Contributions, you grant Superbly, our service providers, and their respective licensees, successors, and assigns an everlasting right to utilize, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. Furthermore, you grant Superbly the right to employ Your Information and User Contributions to enhance the Platform, create new services, and/or refine Superbly's overall product offerings and business model. Superbly bears no responsibility or liability to any third party for the content or accuracy of any User Contributions, nor does our endorsement extend to the User Contributions of third parties. Superbly is not accountable for any failure or delay in removing User Contributions that violate the Terms. We retain the prerogative to erase or otherwise eliminate any User Contributions that we consider to be in violation of these Terms, with or without notification, at any time, and for any reason. By providing User Contributions, you affirm and warrant that: (i) You possess ownership or control over all rights associated with the User Contributions and possess the right to grant the aforementioned license; (ii) All of your User Contributions are in accordance with these Terms; (iii) You acknowledge that you are accountable for the legality, reliability, accuracy, and appropriateness of your User Contribution.
5.4. Prohibited User Contributions. It is prohibited to post User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another's privacy, or include explicit depictions of sexual or violent content; (ii) Target, harass, degrade, or intimidate individuals or groups based on religion, gender, sexual orientation, race, ethnicity, age, disability, or any other criteria; (iii) Infringe upon any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; (iv) Compromise the security of, breach, or grant access to secure, protected, or restricted areas of the Platform, or attempt to access other networks or servers via your Platform account.
5.5. Feedback. In the event that you offer Feedback, you acknowledge and agree that the submission of your Feedback is entirely voluntary and does not entail confidentiality or remuneration, and Superbly is not obligated to employ the Feedback. By providing Feedback, you hereby grant Superbly and its assignees an everlasting, non-exclusive, fully-paid, royalty-free license that is non-revocable to use your submitted Feedback without limitations, compensation, consent, or notification to you or any third party. This license encompasses, but is not confined to, the rights to reproduce, create derivative works, amalgamate with other materials, modify, translate, distribute copies, display, perform, and license the Feedback, along with all associated rights, in the name of Superbly or its assignees throughout the universe indefinitely, across all present and future media. You assert that the Feedback constitutes an original work of your own, and that you possess all requisite rights to disclose the Feedback to Superbly. You affirm that neither the act of disclosing the Feedback nor Superbly's assessment and/or utilization of the Feedback will infringe upon the rights of any other individual or entity. If your Feedback is the subject of a pending or issued patent, it is your obligation to divulge this information to Superbly.
5.6. Waiver Regarding Feedback. By this, you release and forever absolve Superbly from any and all actions, claims, damages, liabilities, and demands, whether current or potential, and of any nature whatsoever, that you might presently possess or might acquire in the future against Superbly regarding the Feedback. This includes, without limitation, the manner in which Superbly directly or indirectly employs the Feedback. You agree that the substance of the Feedback is your own responsibility and furthermore concur, at Superbly's discretion and at your sole cost, to defend, indemnify, and safeguard Superbly from any and all actions, claims, liabilities, demands, damages, losses, costs, fees, fines, or expenses, including reasonable attorney fees, that Superbly may incur as a consequence of utilizing the Feedback in compliance with these Terms.
5.7. Copyright; Digital Millennium Copyright Act. If you believe that your copyrights have been violated, or if your intellectual property rights have been infringed by a third party's utilization of our Platform, you should promptly notify us of your claim of infringement in accordance with the procedure outlined below. We will assess and investigate notifications regarding alleged infringement and will take appropriate actions as stipulated by the Digital Millennium Copyright Act ("DMCA") and other applicable laws concerning intellectual property with respect to any alleged or actual instances of infringement. A notification of claimed copyright infringement should be sent via email to firstname.lastname@example.org.
For the notification to be effective, it must be in writing and must include the following information:
- An electronic or physical signature of the person authorized to act on behalf of the copyright or other intellectual property interest owner.
- A description of the copyrighted work or other intellectual property that you claim has been infringed.
- Precise details about where the allegedly infringing material is located on the Platform.
- Your address, telephone number, and email address.
- A statement by you asserting your good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, their agent, or the law.
- A statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are the copyright or intellectual property owner or have been authorized to act on their behalf.
Counter-Notice: If you believe that your User Contribution, which was removed (or access to which was disabled), is not infringing, or if you possess authorization from the copyright owner, the copyright owner's agent, or under applicable law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the Copyright Agent listed above:
- Your physical or electronic signature.
- Identification of the content that was removed or disabled and its previous location on the Platform.
- A statement indicating that you genuinely believe the content was removed or disabled due to mistake or misidentification.
- Your name, address, telephone number, and email address, along with a statement that you are willing to accept service of process from the individual who submitted the original notification of alleged infringement.
Upon receipt of a counter-notice, we will forward a copy to the initial complaining party, notifying them that Superbly may re-post the removed content or discontinue its disabling within 10 business days. If the copyright owner does not initiate legal action against the content provider, member, or user, the removed content may be re-posted or access to it may be restored within 10 to 14 business days or longer after receipt of the counter-notice, solely at our discretion.
We reserve the right, at our sole discretion, to limit access to the Platform and/or terminate the account of any user found to infringe upon the intellectual property rights of others.
The Platform is presented on an "as is" and "as available" basis, without any form of warranty, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a specific purpose, or non-infringement. Your use of the Platform is at your own discretion and risk. You acknowledge and agree that any damage to your computer system or loss of data resulting from such activities is solely your responsibility. Superbly disclaims any responsibility or liability for the deletion or failure to store any information or content maintained or transmitted through the Platform.
In addition to the above, we do not warrant that:
- The Platform will fulfill your requirements.
- The Platform will run uninterrupted, be timely, secure, or free of errors.
- The outcomes derived from using the Platform will be effective, accurate, or dependable.
- The quality of the Platform will meet your expectations or be devoid of mistakes, errors, or defects.
You acknowledge the inherent insecurity of the internet and telecommunications networks. Consequently, you accept that Superbly is not accountable for any modifications to, interception of, or loss of your data during transit via the internet or a telecommunications provider's network.
Superbly does not provide any warranty pertaining to transactions conducted through third parties or third-party services, or in connection with the Platform. You understand and agree that such transactions are solely undertaken at your own risk. Any warranty associated with services or content offered by third parties through the Platform is solely the responsibility of those third parties.
We reserve the exclusive right to modify or discontinue the Platform, including any services or features, at any time, with or without prior notice to you. We shall not be held liable to you or any third party for exercising this right. Modifications may encompass changes in pricing structures and the addition of free or fee-based services. Any new features that supplement or enhance the existing services on this Platform will also be subject to these Terms of Service.
Certain states or jurisdictions might not permit the exclusion of specific warranties, so some of the aforementioned limitations might not be applicable to you. Kindly refer to the laws in your jurisdiction.
Limitation of Liability, Indemnification, and Mitigation
Your sole recourse and our complete liability, if any, for any claims arising from these Terms and your utilization of the Platform or the Services, shall be restricted to the total amount paid by you to us for Services procured on the Platform within the preceding three (3) month period leading up to the event that gives rise to such liability.
UNDER NO CIRCUMSTANCES SHALL SUPERBLY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DISTINCT, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM MALICIOUS CODE, LOSS OF USE, DATA, OR PROFIT, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES TO ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE UTILIZATION OF THE PLATFORM, THIRD PARTY SERVICES, OR ANY WEBSITE REFERRED TO OR LINKED FROM THE PLATFORM.
FURTHERMORE, WE DISCLAIM LIABILITY IN ANY MANNER FOR THIRD PARTY SERVICES OR ANY DISRUPTIONS THEREOF, OR THIRD PARTY REPRESENTATIONS AND/OR ASSERTIONS REGARDING OUR PLATFORM SERVICES OR CONTENT, OR FOR DEALINGS WITH THIRD PARTIES THROUGH THE PLATFORM. THIS INCLUDES, BUT IS NOT LIMITED TO, THE PROCESSING OF ORDERS.
CERTAIN JURISDICTIONS MAY RESTRICT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, HENCE THE AFOREMENTIONED LIMITATIONS MAY NOT BE APPLICABLE TO YOU. PLEASE CONSULT THE LAWS OF YOUR JURISDICTION.
You hereby agree to undertake the defense, indemnification, and protection of Superbly from any and all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including, without limitation, reasonable attorneys' fees and the costs of any investigation) that may arise directly or indirectly from or be in any way related to your use of the Platform ("Claims"). These claims include, but are not limited to: (a) Our reliance on information or data provided or to be provided by you, your employees, agents, or customers; (b) Any breach of or failure to comply with these Terms by you, your employees, agents, or customers; (c) The wrongful use or possession of any Superbly property by you, your employees, agents, or customers; (d) Negligence, gross negligence, or willful misconduct by you, your employees, agents, or customers; (e) Misrepresentations made by you, your employees, agents, or customers; (f) Violation(s) of applicable laws by you, your employees, agents, or customers; (g) Your actions and those of your employees, agents, or customers; (h) Acts or omissions by you, your employees, agents, or customers in connection with providing notifications and obtaining consents regarding the initiation or content of SMS or MMS messages, emails, or other communications using the Services; (i) Taxes and other fees; and (j) Disputes involving (1) you and other users, (2) you and your client(s), and/or (3) your customers.
In the event that the Platform is determined to infringe upon a third-party intellectual property right, we may, at our discretion: (a) Secure the necessary right for you to continue using the Platform in accordance with these Terms; (b) Modify or replace the Platform, either in part or in its entirety, to endeavor to render the Platform non-infringing; or (c) Require you to promptly discontinue any utilization of the Platform.
Timeframe for Filing Claims
Any cause of action or claim that arises from or is connected to these Terms or the Platform must be initiated within a period of three (3) months from the occurrence of the event that gave rise to the said action or claim. This timeframe applies regardless of when you became aware of or should have become aware of the event. Failure to adhere to this timeframe will result in the permanent barring of such cause of action or claim.
By agreeing to these Terms, you acknowledge that a violation of these terms would result in irreparable harm to Superbly, and that monetary damages would not be sufficient as a remedy. Consequently, Superbly retains the right to pursue equitable relief, in addition to any remedies available under these Terms or the law, without the obligation to provide a bond or other form of security.
Waiver and Severability
You acknowledge that a breach of these Terms would result in irreparable harm to Superbly, and that monetary damages would not suffice as a suitable remedy. Therefore, Superbly retains the prerogative to pursue equitable relief, in addition to any available remedies under these Terms or in accordance with the law, without the obligation to furnish a bond or alternative security.
No waiver by Superbly of any term or condition outlined in these Terms shall be deemed an ongoing waiver of that specific term or condition, nor shall it be considered a waiver of any other term or condition. The absence of Superbly assertion of a particular right or provision under these Terms shall not signify a waiver of said right or provision.
In the event that a court or other competent tribunal deems any provision of these Terms as invalid, illegal, or unenforceable for any reason, such provision shall be excised or limited to the minimum extent necessary to maintain the full force and effect of the remaining provisions of the Terms of Service.
Change of Control
Superbly retains the right to assign its rights under these Terms at any point, without the necessity of providing notice to you. However, your ability to assign your rights under these Terms necessitates the prior written consent of Superbly, which may be granted or withheld at the sole discretion of Superbly.
With the exception of the provisions outlined below, these Terms represent the exclusive and comprehensive agreement between you and Superbly concerning the Platform. These Terms supersede all previous and simultaneous agreements, understandings, representations, and warranties, whether oral or written, concerning the Platform. Any attempts to modify, supplement, or amend these Terms through the utilization of additional documents will only be effective if such documents are duly signed by an authorized representative of Superbly.
Superbly may establish a distinct agreement with you. The stipulations of any separate agreement entered into between you and Superbly will be considered an integral component of your overall agreement with Superbly. In the event of a conflict between these Terms and the terms of your distinct agreement with Superbly, the terms of your separate agreement with Superbly will take precedence.
Term and Termination
These Terms will remain effective for as long as you maintain a Platform Account. The sections of these Terms designed to endure the conclusion of your Platform Account will continue to be binding even after you cease being a Platform user.
a. Grounds for Termination. You acknowledge that Superbly retains the sole discretion to suspend or terminate your access to the Platform (or any portion thereof) for any reason, with or without advance notice, and without incurring any liability to you or any third party for resultant claims, damages, expenses, or losses. Any suspected instances of fraudulent, abusive, or illicit activity may serve as cause for restricting your access to the Platform, and if necessary, reporting you to the appropriate authorities. Superbly also reserves the right to remove Platform Accounts that have remained inactive for a period of one (1) year.
b. Services Ineligibility Upon Termination. Upon termination, regardless of the underlying reason(s), your authorization to utilize the Platform will promptly cease. Superbly bears no responsibility towards you or any third party for claims of damages arising from any suspension, termination, or other actions taken by us pertaining to your Platform accessibility.
c. Termination or Adjustments Procedure. Should you wish to terminate your Platform access or make modifications, you are required to provide written notice to Superbly at least 30 days prior to your forthcoming billing date.
d. Non-Termination by Third-Party Users. Access to subscriptions not directly acquired from Superbly is subject to limitations. Any user granted Platform access by a party other than Superbly must engage the originating party for any queries related to termination.
e. Force Majeure. In addition to any exemptions provided by applicable law, we shall not be held liable for non-delivery or delayed delivery of the Platform or any affiliated product or service via the Platform due to circumstances beyond our control. Such circumstances include, but are not limited to, labor disruptions, warfare, fire, accidents, adverse weather conditions, transportation unavailability, governmental regulations or actions, and other factors or events beyond our reasonable control, whether foreseen by either party or not.
Applicable Law, Binding Arbitration, and Class Action Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOUR AGREEMENT TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
These Terms of Service and any associated disputes shall be governed by the laws of the State of Texas, without regard to any conflicts of laws principles.
Any disagreement or claim arising from or relating to these Terms will be exclusively resolved through arbitration, conducted under the administration of the American Arbitration Association in accordance with the Commercial Arbitration Rules currently in effect. The Federal Arbitration Act governs this arbitration provision. The arbitration proceedings will be held in Dallas, Texas. Any arbitration award may be submitted to a court with appropriate jurisdiction.
All claims and disputes that fall within the scope of this arbitration agreement must be pursued either through arbitration or litigation on an individual basis and not as part of a class action. Claims involving more than one customer or user cannot be combined for arbitration or litigation, nor can they be consolidated with the claims of any other customer or user.
Communications and Contact Information
All notifications to any party must be in written form and transmitted via email. Notices directed to Superbly should be addressed to email@example.com. You consent to our capability to deliver notices to you either through the email address you provided during registration or any other address we have on record. Notices are considered effective upon receipt.
Superbly reserves the right to communicate with you regarding these Terms using any information you have provided or through alternative means in cases where contact information hasn't been provided. Should you decide to discontinue receiving communications from Superbly, you can click on the provided "unsubscribe link" in said communications or get in touch with us at firstname.lastname@example.org.
Upon creating a Platform account, you are required to designate a primary email address for the purpose of receiving electronic communications related to these Terms. Please be aware that Superbly will never request confidential information like account numbers, usernames, or passwords via email. It is imperative not to respond to any such email requests. If you come across an email claiming to be from Superbly and requesting such information, refrain from responding and promptly notify Superbly by sending an email to email@example.com.
For all other matters including feedback, comments, technical support requests, and additional correspondence related to the Platform or these Terms, please contact us at firstname.lastname@example.org.
Copyright Superbly, Inc. 2024 -- All Rights Reserved