These terms of service (the “General Terms”) govern the use of, and the subscription to, the Website and/or the SuperBeings Platform provided by Haptivity Technologies Pvt. Ltd. (“SuperBeings”). By accessing the Website and/or the SuperBeings Platform or by the Parties signing or accepting the present agreement, you agree to the General Terms on behalf of yourself as a User and/or, as the case may be, on behalf of the organisation that you represent (“Customer”), unless you have a superseding written agreement with SuperBeings. If you are accessing the Website or the SuperBeings Platform on behalf of the organisation that you represent, you represent and warrant that you have the authority to agree to the General Terms on its behalf. If you do not agree with the terms of the General Terms, do not use or access the Website or the SuperBeings Platform. No terms or conditions included (i) in any order documentation provided by Customer to SuperBeings, or (ii) with Customer’s vendor set-up process will be incorporated into, or form any part of, the General Terms, and all such terms or conditions are null and void even if such terms or conditions are accepted by SuperBeings or SuperBeings accepts payment from Customer.
1. DEFINITIONS AND INTERPRETATION
1. The following capitalized terms shall have the meaning ascribed to them below:
1 (i)“Affiliate” means both (a) any entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors of other governing body of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise;
2. (ii) “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to SuperBeings in conjunction with the Services, including customized questions drafted by the Users, answers to surveys, answers to polls, pictures and comments;
3. (iii)“Customer Personal Information” means any Personal Information contained within Customer Data;
4. (iv) “Effective Date” means (i) for a User, the first date a User accessed the Website or the SuperBeings Platform; or (ii) for a Customer, the last date both Parties signed the General Terms or the date Customer accepted the General Terms, as the case may be;
5. (v) “SuperBeings Platform” means the workplace engagement tools and platform commercialized by SuperBeings as “SuperBeings” and accessed by Customer or Users;
6. (vi) “Parties” means (i) SuperBeings and Customer; or (ii) SuperBeings and a User, as the case may be;
7. (vii) “Personal Information” has the meaning set out in Privacy Laws;
8. (viii) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;
10. (x) “Sensitive Personal Information” has the meaning set out in Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;
11. (xi) “Survey Respondents” means any User invited by Customer to submit answers to surveys, answers to polls, comments, feedback and suggestions through the SuperBeings Platform, including any employee of Customer;
12. (xii) “User” means, as the case may be, any user of the Website or any individual to whom Customer provides access to the SuperBeings Platform, including any account administrators, company manager, group manager and any Survey Respondents; and
13. (xiii)”Website” means the public website available at https://superbeings.ai/ and its sister websites provided by SuperBeings.
2. The term “including” is not limiting and means “including, without limitation.
2. ACCESS AND USE OF THE WEBSITE OR THE SUPERBEINGS PLATFORM
1. Website. The Users may access and use the Website in accordance with the General Terms. SuperBeings may revise the content, features and functions of the Website at any time without notice. SuperBeings may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.
2. Services. During the Term (as defined in Section 8.1 (Term)), SuperBeings grants to Customer and its Users and Affiliates the right to access and use the SuperBeings Platform, and any related services, in accordance with the General Terms (the “Services”).
3. Services Revisions. SuperBeings shall offer the Services materially in accordance with the description on its Website and related documentation. SuperBeings may revise the content, features and functions of the SuperBeings Platform at any time without notice. SuperBeings will provide Customer with prior notice if there is a change to the SuperBeings Platform resulting in overall material decrease in the purpose of the SuperBeings Platform. If such material decrease occurs, and Customer is materially impacted in its use of the SuperBeings Platform, Customer may terminate its subscription in accordance with Section 8.2(ii).
4. Temporary Suspension of the Services. SuperBeings may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the SuperBeings Platform.
5. Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the SuperBeings Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the SuperBeings Platform (for clarity purposes, Customer and Users shall not access the Website or the SuperBeings Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the SuperBeings Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the SuperBeings Platform; or (v) use the Website or the SuperBeings Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the SuperBeings Platform. Furthermore, the Website or the SuperBeings Platform shall not be used to collect, manage or process Sensitive Personal Information and SuperBeings will have no liability that may result from the Customer’ or Users’ use of the Website or the SuperBeings Platform to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the SuperBeings Platform. In the event that it suspects any breach of this Section, SuperBeings may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as SuperBeings may have. SUPERBEINGS ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE SUPERBEINGS PLATFORM.
6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the SuperBeings Platform, including by protecting their passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that SuperBeings is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify SuperBeings if it becomes aware of any unauthorized access to, or use of, its account.
7. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date.
8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the SuperBeings Platform, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will SuperBeings be liable in any way for any such Customer Data. SuperBeings shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. CUSTOMER AND USERS SHALL BE RESPECTFUL OF THE SURVEY RESPONDENTS’ RIGHT TO REMAIN ANONYMOUS. It is Customer’s responsibility to monitor and control all activity conducted by Users on the SuperBeings Platform. SuperBeings is under no obligation to review how Users are using the SuperBeings Platform, including how Survey Respondents answer surveys and polls and provide feedback and comments. SUPERBEINGS ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.
9. Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless SuperBeings and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of any warranty, covenant or other obligation contained in the General Terms by Customer or any User; or (iii) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). SuperBeings must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without SuperBeings’ prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by SuperBeings; (b) the settlement does not include a full release of liability for SuperBeings; or (c) the settlement includes terms other than a full release of liability for SuperBeings and the payment of money.
10. Compliance with Laws. When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow SuperBeings to provide the Services in accordance with the General Terms.
11. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the SuperBeings Platform, and that such Users are governed by, and comply with, the General Terms.
3. SERVICE FEES OF THE SUPERBEINGS PLATFORM AND BILLING
1. Service Fees. In consideration for the Services, Customer shall pay SuperBeings, at the beginning of the subscription term, which corresponds to the date the invoice is sent to Customer, the fees specified on the Website for the subscription term (whether monthly or annual) selected by Customer, unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and SuperBeings (the “Service Fees”). Customer’ subscription will be automatically renewed on the first day following the expiration of a subscription term (the “Renewal Date”) for the same subscription term as the then expiring subscription term, unless it cancels its subscription before the Renewal Date in accordance with Section 8.2(i). Only for annual subscription term, SuperBeings shall send to Customer a prior notice of renewal at least 30 days before the Renewal Date, and thus if Customer no longer wishes to renew the Services, Customer is responsible for timely canceling its subscription in accordance with Section 8.2(i). Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be SuperBeings then current standard Service Fees.
2. Change in the Number of Users. The Service Fees are determined in accordance with the number of Users. If Customer wishes to increase the number of Users authorized to access and use the SuperBeings Platform, Customer may do so in the following manner:
1. (i) Annual subscription. Customer on an annual subscription may at any time increase the number of authorized paid Users by emailing firstname.lastname@example.org. Any incremental Service Fees associated with such increase of authorised paid Users shall be prorated over the remaining period of Customer’s then current subscription term, charged to Customer account and due and payable upon implementation of such increase of authorised paid Users. Unless otherwise instructed by Customer before the Renewal Date, for each renewal of an annual subscription, the number of authorized paid Users to the renewed subscription shall be the higher of (i) authorized paid Users in the then current subscription term; and (ii) actual number of Users using the SuperBeings Platform in the then current subscription term.
2. (ii) Monthly subscription. Customer on a monthly subscription may at any time increase the number of authorized Users, without having to pay any incremental Service Fees associated with such increase of authorised Users for the remaining period of the then current subscription term. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term.
3. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.
4. Free trial or Freemium Subscription. If Customer registers for a free trial or a freemium subscription for the Services, SuperBeings will make such Services available to Customer on a trial or freemium basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid subscription purchased by Customer for such Services; or (iii) termination of the trial or the freemium subscription at any time by SuperBeings or Customer, in its sole discretion.
5. Third Party Payment Processor. SuperBeings reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder.
6. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against SuperBeings based on its income. SuperBeings will invoice Customer for such Taxes if SuperBeings has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.
2. Customer Data subject to Anonymity and Confidentiality. The answers to surveys, answers to polls, comments, feedbacks and suggestions provided by a Survey Respondent are anonymous and confidential, unless the Survey Respondent opts within the SuperBeings Platform to remove the anonymity and confidentiality with respect to such content. Any Customer Data for which Survey Respondents have not opted to remove the anonymity and confidentiality shall be kept confidential by SuperBeings and not shared with Customer. Where SuperBeings receives a request from a Survey Respondent to delete his or her comment, which may contain Personal Information, or from a User to receive the Personal Information concerning him or her, which he or she has provided to the Customer and which is being processed by SuperBeings, Customer hereby authorises SuperBeings to comply with that request.
Telemetric Data from the Website and the SuperBeings Platform
4. Telemetric Data. To the extent permitted by law, telemetric data related to how Users access and use the Website and the SuperBeings Platform (including features and functions of the Website and the SuperBeings Platform being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by SuperBeings.
6. Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
1. (i) subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
2. (ii) as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
3. (iii) as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.
7. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that SuperBeings may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case SuperBeings will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.
8. GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be found in the Data Processing Addendum available at https://superbeings.ai/data-processing-addendum, which is hereby incorporated by reference and make part of the General Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the General Terms, the Data Processing Addendum shall prevail.
5. SUPERBEINGS’ WARRANTIES AND DISCLAIMERS
1. Warranty. SuperBeings represents and warrants that: (i) the SuperBeings Platform does not infringe on any third party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the SuperBeings Platform does not infringe on any third party intellectual property rights; and (iii) it has the right to grant the access and use of the SuperBeings Platform to Customer.
2. Warranty Disclaimers. SUPERBEINGS DOES NOT WARRANT THAT THE WEBSITE OR THE SUPERBEINGS PLATFORM WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE SUPERBEINGS PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. SUPERBEINGS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE SUPERBEINGS PLATFORM IS NOT ENDORSED BY SUPERBEINGS, AND MAY NOT HAVE BEEN REVIEWED BY SUPERBEINGS, AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. SUPERBEINGS DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE SUPERBEINGS PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SUPERBEINGS PLATFORM, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. SUPERBEINGS ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE SUPERBEINGS PLATFORM. SUPERBEINGS ASSUMES NO LIABILITY IF CUSTOMER USES THE SUPERBEINGS PLATFORM.
6. LIMITATION OF LIABILITY
1. Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY OR DEATH OR INTENTIONAL OR GROSS FAULT, OF SUPERBEINGS OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGMENT REFERED TO IN SECTION 7.2 (INDEMNIFICATION), IN NO EVENT SHALL SUPERBEINGS’ AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SUPERBEINGS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. SUPERBEINGS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE OR SERVICES.
2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the SuperBeings Platform, SuperBeings shall have no responsibility in relation to such services.
7. INTELLECTUAL PROPERTY AND FEEDBACK
1. No Rights granted. SuperBeings retains all right, title, and interest in and to the Website and the SuperBeings Platform and the content Customer accesses through the Website and the SuperBeings Platform, other than Customer Data. The General Terms do not grant Customer any intellectual property rights in or to the Website or the SuperBeings Platform or in SuperBeings’ logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the SuperBeings Platform.
2. Indemnification. SuperBeings will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that SuperBeings will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non- SuperBeings product; or (iii) any modification, combination or development of the SuperBeings Platform that is not performed by Superbeings. Customer must provide Superbeings with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Superbeings the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Superbeings defense and settlement of such matter. Superbeings shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. Superbeings shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. For the purpose of this Section, the following definitions apply:
1. (i) “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third party claim that the software used in the Superbeings Platform infringes any intellectual property rights of such third party; and
2. (ii) “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.
3. Feedback. Any feedback or suggestions sent or shared by Customer or Users with Superbeings or by the Superbeings Platform or the Website to improve the Superbeings Platform or the Website may be implemented by Superbeings in any manner, including future enhancements and modifications to the Website or the Superbeings Platform. In such case, Customer and Users grant Superbeings an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, Superbeings shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.
8. TERM AND TERMINATION
1. Term. The General Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions terms to the Superbeings Platform, including all renewals, have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (ii) for a User, as long as he or she is accessing the Website or the Superbeings Platform (the “Term”).
2. Termination. The General Terms may be terminated:
1. (i) by Customer at any time if it cancels the Services through its Superbeings Platform account or with an Superbeings customer representative;
2. (ii) by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms;
3. (iii) by Superbeings if Customer fails to make any payment of the Service Fees within 15 days after Superbeings provides notice that such amounts are overdue to Customer; or
4. (iv) by Superbeings for convenience, with at least a 30 days prior written notice for a monthly renewal, or with at least a 90 days prior written notice for an annual renewal.
3. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to Section 8.2 (ii) or if Superbeings has terminated the General Terms pursuant to Section 8.2(iv) Superbeings shall refund all prepaid fees for the remainder of the unused Term.
4. Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the General Terms, shall survive termination or expiration of the General Terms including Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.
1. Publicity. Customer grants SuperBeings the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with SuperBeings’ existing or potential customers. If Customer wishes to limit such right at any time, it shall notify SuperBeings at the following email: email@example.com. Customer retains all right, title, and interest in and to such company name and logo.
2. Governing Law and Venue. The General Terms shall be governed, construed and enforced solely in accordance with the laws applicable in India, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the Services or the General Terms shall be brought and venued exclusively in the judicial district of Bengaluru in the India state of Karnataka, and the Parties waive any objection that such venue is inconvenient or improper. Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Services or the General Terms.
3. Specific Performance. Notwithstanding any other provision in the General Terms, a non-breaching Party may, upon any breach of the General Terms, immediately seek enforcement of the General Terms by means of specific performance or injunction, without any requirement to post a bond or other security.
4. Force Majeure. Except as expressly provided otherwise in the General Terms, SuperBeings shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.
5. No Other Agreements. The General Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all oral or written offers, understandings, representations, conditions, warranties, covenants and other communications between the Parties relating hereto, including any non-disclosure agreements relating to the subject matter hereof.
6. Notices. Superbeings may send notices pursuant to the General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to the General Terms to Superbeings at firstname.lastname@example.org. Notices shall be deemed received 24 hours after they are sent.
7. Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
8. Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.
9. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect.
10. Technology Export. Customer shall not export any software provided by SuperBeings or otherwise remove it from India except in compliance with all applicable Indian laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the SuperBeings Platform in or export such software to, a country subject to an embargo by India.
11. Consumer Protection Law. SuperBeings is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.
12. Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
13. Amendments. Unless Customer has a superseding written agreement with SuperBeings, SuperBeings may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date SuperBeings publishes the changes. Customer and Users can review the most current version of the General Terms at any time by visiting this page at https://www.superbeings.ai/terms-of-use. If Customer or Users use the Services or access the Website, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised General Terms.
This Policy was last updated on February 14, 2021