🗒️

Terms and Conditions

Updated as on 5 February 2024

 

  1.    Introduction 

 

These terms of use (“T&C”) mandate that (i) "You", “Your”, “Yourself” or "User"; and (ii) “End-User”; (“Users” and “End Users” collectively referred to as “they”, “them” or “their”) hereby agree to these T&Cs  for accessing or availing the Services offered (directly or indirectly) by Cosmofeed Technologies Private Limited (hereinafter referred to as "the Company", “We”, “Us” and “Our”) having its registered office at Rainmakers Workspace, No.213, 2nd Floor, Ramanashree Arcade,18 M G Road, Bangalore, Bangalore, Karnataka through its "Website", "Cosmofeed", or “Platform” (which individually and collectively refers to the website https://cosmofeed.com and any other linked pages or its application services (including mobile application or mobile site services).

 

This document is an electronic record of the terms under the Indian Contract Act 1872 and the terms of Information Technology Act 2000 read with the rules and regulations made thereunder (including any enactments, amendments or re-enactments thereof) and does not require any physical, electronic or digital signatures.

 

Please read the T&Cs carefully before using the services of Cosmofeed or accessing any material, information through the Platform. By accessing the Platform as a User or End-User or using any version of the Website, the User / End-User signify that they have read, understood and agreed to be legally bound by these T&Cs including those additional terms and conditions and policies referenced herein and/or available by hyperlink on the Website.

 

You understand and agree that Cosmofeed will treat Your use of the Services (as defined below) as acceptance of these T&C from such point of usage. You agree that Cosmofeed reserves the right to update the Services from time to time.

 

You may not use the Services if You do not accept the T&C. If any User / End User does not agree to be bound by these Terms and the Privacy Policy, they may not use the Website in any way. It is strongly recommended to Users and End Users to return to this page periodically to review the most current version of the T&C in force. Their continued access or use of the Website signifies their assent/ratification of the updated or modified Terms, if any.

 

If they object to these T&C or any subsequent modifications to these T&C in any way, their only recourse is to immediately terminate use of the Website. We may require them to agree to additional terms (if any) in connection with specific services that they may avail from time to time.

 

Accepting these T&Cs, implies their express consent to be contacted by Us, Our agents or representatives, at any contact number, email ID, or address provided by them in any manner.

 

By furnishing information relating to them (“Personal Information”) to the Company on the Platform or by giving their consent to the Company to access their Personal Information for the purpose of rendering the Services or otherwise, they agree that they are interested in availing the Services or other features of the Platform offered by Cosmofeed in accordance with these T&Cs.

 

Please be aware that Cosmofeed is not an educational institution, marketplace, or content provider and that the User of Our services is neither Our employee nor agent.

 

  1.    Definitions

 

Capitalized terms as used in these T&Cs shall have the meanings as indicated in this clause below and if not defined in this clause below, as assigned to such terms in the other parts of these T&Cs where indicated.

 

Any term not defined in these T&Cs shall have the meaning as is commonly understood under Applicable Law and within the spirit of these T&Cs.

 

Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, approval, directive, guideline, policy, requirement, restriction, decision, determination, or interpretation of any applicable Authority, whether in effect as of the date of these T&Cs or thereafter and in each case as amended till date.

 

Authority” or “authority” includes the Government of India, government of any state of India, any administrative, regulatory, statutory, tax-related, judicial or quasi-judicial authority in India or any sub-division thereof including any ministry, court, tribunal, department, board, authority, officer, and foreign governmental, statutory or regulatory authority, stock exchanges, where applicable

 

Confidential Information” shall mean all information of any kind which was disclosed to the other Party or has come into the knowledge of the Party during the subscription term, and includes list of Users, list of End Users (as defined below), names and addresses, ideas, business model, processes, concepts, product descriptions, specifications, fees, prices, etc.

Confidential Information does not include any information which (i) is already known to one Party before transmission by the other Party and without an existing non-disclosure agreement, (ii) is transmitted by a third party not subject to a comparable non-disclosure agreement, (iii) is otherwise publicly known, (iv) was developed independently and without use of the Confidential Information, (v) is released for publication in writing or (vi) must be transmitted due to a court or governmental order, provided that the contracting party affected by the transmission is informed in time to be able to initiate legal protection measures.

 

Content” shall mean a software (including machine images), data, text, audio, video or images, coaching offerings, and personal data uploaded, collected, posted, stored, displayed, distributed, or transmitted on or in connection with Your Account (as defined below) on the Platform.

 

End User” shall mean any person who accesses any Content on the Landing Page of a User on any computer, mobile phone, tablet, console or any other device.

 

Landing Pageshall mean the unique webpage created through the software solution offered by Cosmofeed and dedicated to You where Your services, offerings, courses, programmes and other Content are curated and made available to the End Users by the You.

 

Party” or “Parties” refers to Cosmofeed, the Users and the End Users.

 

"Person" or “person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, society, co-operative society, government or any agency or political subdivision thereof, or any other entity that may be treated as a person under Applicable Law for the time being in force.

 

Platform fee” refers to the fees/maintenance charges/convenience fee payable by You to Us in lieu of utilising Our Platform to host Your Content for sale to End Users.

 

Services” shall mean and include all services, functionalities and tools offered by Company through the Platform to the Users, from time to time, including but not limited to the services as outlined in clause 3 (Services and User Guidelines) below.

 

Service Fee” refers to the fee payable by You to Us in lieu of availing Our Services offered through various subscription models to the Users, as described on the Website from time to time, as may be billed to You by the Company as per the Company policy.

 

  1.    Eligibility

 

  1.             If any User or End User is an individual, they shall be of at least 18 years of age. If they represent a company, partnership firm, sole proprietorship, or any other organization (“Organization”), duly organized and validly existing under the Applicable Law, they shall be eligible to access the Services and avail of the features and facilities on its behalf only if you have been duly authorized by way of necessary corporate action, as may be prescribed statutorily and/or under the charter documents of such entity and further, if they have fulfilled such additional eligibility requirements as the Company may require in connection therewith.

 

  1.             Users and End Users represent and warrant that at the time of registering with Cosmofeed for availing the Services offered by the Company or at the time of making any payments in relation to the Content through Cosmofeed, they are competent and eligible to enter into a legally binding agreement (including the T&Cs, conditions, obligations, affirmations, representations, warranties set forth in the T&Cs) under Applicable Law and to be bound by such agreements.

 

  1.             In the event that they are using the Services or accessing the Platform offered by the Company for and on behalf of an Organization, they agree to the T&Cs on behalf of that Organization that they represent. If they are accessing the Platform and the Services are being used for the benefit of a minor, they expressly confirm that they are legally competent to provide consent on behalf of such a minor and that the minor’s use of the Platform and/or the Services shall be subject to the T&Cs.

 

  1.             Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including un-discharged insolvents etc. are not eligible to use the Platform.

 

  1.    Services and User Guidelines

 

  1.             The Services provided by Cosmofeed to the Users shall be provided by the Company and the Company shall only provide the Services for the purpose of enabling You to inter alia build Your own Landing Page. These Services include:

 

  1.                   An online service that enable Users to create, design, upload, publish and sell Content either through their own Landing Page or through third party applications.

 

  1.                 An online service to build Your own Landing Page subject to the T&Cs accepted and internal policies of Company in force from time to time as displayed on the Website.

 

  1.                Other ancillary services and tools which enables You to manage Your Content on Your Landing Page which include the messaging tools and services offered through the Platform which help in communication and interaction with End Users, including an optionality to enable discussion forums between You and End Users. You may have an option to enable or disable such services through Your dashboard.

 

  1.               Third party applications integration services which enable You to upload, publish and manage Your Content on third party applications such as Telegram, WhatsApp etc.

 

  1.             Cosmofeed strives to provide You with access to digital products/tools in the form of a software as a service (“Software”) that gives You the opportunity to create or share content and generate or access links/ sub-domains to third party social media platforms through which You can make available such content to any End User;

 

  1.             The Services and the functions and feature of the Website are provided on an “as is” and on an “as available” basis. The Company shall make reasonable efforts to keep the Services availed by You available 24/7 with a highest possible uptime percentage. However, the Company shall not be responsible for any downtime of the Services caused by any of the following:

 

  1.                   Factors outside of Company’s reasonable control, including any force majeure events;

 

  1.                 Any reason attributable to any third party used in provision or in connection to providing the Service, e.g. payment gateways, hosting providers, name server provider etc.;

 

  1.                Any actions or inactions by the User, any party acting on User’s behalf, or any other third party;

 

  1.               Planned maintenance.

 

  1.             Creation of Account

 

 

  1.       You may browse certain sections of the Platform without having an Account with Us. However, to avail the Services on the Platform, You need to create an Account by providing such information as may be required by the Company as provided under the Privacy Policy.

 

  1.     To use the Platform, You are required to create a Cosmofeed user account (hereinafter “Account”). The said registration is free of charge. Only persons satisfying the eligibility criteria as provided under clause 2 (Eligibility) of these T&Cs may register and each person may only have one account.

 

  1.   You may choose a unique username and URL during registration. You warrant that the username and URL chosen does not violate the rights of any third parties, intellectual property and cannot not reasonably be considered to be immoral, deceptive, scandalous, misleading or obscene.

 

  1.   You must provide accurate, current, and complete information during the registration process and keep the information up to date at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your Account on the Platform.

 

  1.             You are responsible for maintaining the confidentiality of your login credentials and your Account and are fully responsible for all activities that occur under your password or Account. You shall take appropriate and reasonable measures to prevent third parties from obtaining knowledge of this password. You agree to notify Cosmofeed immediately of any unauthorized use of Your Account or any other breach of security and request Cosmofeed to block the Account. We shall not be liable for any loss to You owing any unauthorized access in your Account.

 

  1.             You may host, publish or sell Your Content through Your own Landing Page created on the Platform. Your Landing Page shall be built and operated by You and the Company does not assume any responsibility or liability for any business, transactions and activities carried out by You on Your Landing Page including determining the theme, contents, focus and business idea of the said Landing Page and the Landing Page shall be operated solely by You.

 

  1.             The ownership of the Content, Your Landing Page, the pricing for registration or access to such Landing Page by any End User and the overall management of Your Account (excluding the technological reliance on Cosmofeed), including any interactions between You and End Users, the services offered therein is solely decided by You, and accordingly, You at all times, shall be solely responsible for all of the aforesaid.

 

  1.             The Company is not, in any manner, liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of Your relationship or business with inter alia the End User or any person’s reliance upon any information or other Content made available on Your Landing Page or otherwise in connection with the Company.

 

  1.             The Company is not liable in any manner whatsoever in respect of any communication between You and third persons via the Platform and in respect of Your business connections established via the Platform and the claims arising therefrom. Your relationships and business dealings with any third parties shall be solely matters between you and such third parties. You acknowledge and agree that the Company is not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings with such third parties.

 

  1.         The third party applications Services rendered by the Company are not exclusive to You, and the Company reserves the right to provide the Services to any person, natural or legal, including your competitors. The Company is not liable in any manner whatsoever with respect to any Content uploaded, published and managed by You through any such third party applications.

 

  1.         All Services provided by the Company on the Platform are provided to You on a principal-to-principal basis and nothing mentioned herein is intended to be construed to constitute the relationship of a principal and agent, employer and employee, partners, joint venture, co-owners or otherwise as participants in a joint undertaking or representative of the other for any purpose whatsoever.

 

  1.         The Services and Account are made available to You on non-exclusive, non-transferable, non-sublicensable and on limited license basis for Your own personal use alone.

 

  1.         When you create an Account with Us, You agree to abide by Our internal policy(ies) determined solely by Us from time to time and that the Company reserves the right to change, modify, add, or remove, in whole or in part, internal policy(ies), in relation to the Services at any time without providing a prior written notice or intimation to the Users.

 

  1.         We reserve the right to refuse Service, cancel subscription of Services, temporarily disable, terminate or suspend the Landing Page/ Your Account at any time if the User violates any Applicable Law, these T&Cs the intellectual property rights of any third party, the rights of the Company in any manner or be acting in a manner which may result into any claim against the Company or if so required by any authority or under any Applicable Law, without prior intimation to You.

 

  1.         The offer provided on the Platform to use the Services does not constitute a binding offer by Company. Your request for creation of the Account shall constitute a binding offer to conclude a contract for the use of Platform and/or Services and the Company may accept this offer by permitting creation of the Account and/or by confirmation via email to that effect.

 

  1.         You are obliged to ensure the technical requirements and sufficiency of bandwidth and latency on your own. The Company assumes no responsibility or liability for the same.

 

  1.         You shall not (and shall not permit any third party to) take any action on the Platform that: (i) would constitute a violation of any Applicable Law; (ii) infringes on any intellectual property or other right of any other person or entity; (iii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, or profane; or (iv) impersonates any person or entity.

 

  1.         You shall be solely responsible for any service or product provided by You on the Platform, and in the event of violation any Applicable Law, You shall be solely liable for any liability arising on the Company because of such violations by You. You further agree to indemnify the Company against any such liability.

 

  1.         You agree to (a) immediately notify the Company of any unauthorized use of Your Account information or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. The Company will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account either with or without Your knowledge.

 

  1.         You may be held liable for losses incurred by the Company or any other User of or visitor of the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential.

 

  1.         The Company shall not be the responsible to perform time-to-time checks or audits or due-diligence in respect of the contents or products or information or services hosted or provided by You using the Platform. However, the Company retains the right to perform a check on Your Content, delete or suspend such information or service or content for temporary or permanent period as required by any authority under Applicable Law.

 

  1.         We may disclose or transfer Your Account information to any authority if required, in such manner as permitted or required by Applicable Law, and You hereby consent to such transfer.

 

  1.    Fees and payment terms

 

  1.             Service Fee and Platform Fee maybe charged and billed to You by the Company as maybe determined by the Company policy from time to time.

 

  1.             The Service Fee and Platform fee paid by You shall be governed by the Cosmofeed Refund & Cancellation Policy as maybe available on the website from time to time.

 

  1.             We shall not collect any fees / charges / monies from the End Users except the fees / charges / monies payable by the End Users to You for any Content provided by You or otherwise, which may be collected by Us on Your behalf.

 

  1.    Warranties

 

  1.             You represent and warrant to Cosmofeed that:

 

  1.                   You are the owner or the license holder of all copyright in the Content or have the necessary licenses, rights, consents, and permissions to publish the Content that you submit;

 

  1.                 You shall not undertake any activity that is only permissible to be undertaken by any entity regulated and registered with any sectoral regulator (including but limited to Securities Exchange Board of India, Reserve Bank of India, Insurance Regulatory and Development Authority of India, etc.) and You shall not falsely claim or misrepresent in any manner that You are regulated by any such sectoral regulator.

 

  1.                The Content shall not infringe the intellectual property rights or other rights of any person or entity, including but not limited to copyright, moral rights, trademark, patent or rights of privacy or publicity;

 

  1.               The Content does not include any harmful or hateful content;

 

  1.                 The Content does not disparage, insult or malign any person, people, races, religion or religious group and does not have any obscene, pornographic, abusive, inflammatory or otherwise sexually oriented or objectionable contents;

 

  1.               The Content is not contrary to any Applicable Law;

 

  1.             For clarity, You retain your ownership rights in Your User-generated Content. However, you grant  a limited license to Cosmofeed to make available the User-generated Content on the Platform.

 

  1.             You hereby warrant that shall solely be responsible for all claims in respect of your  Content published on the Platform.

 

  1.             You hereby warrant that You shall use the Content, Your Landing Page only for Your business purposes shall not carry out any activity which is against the Applicable Law, these T&Cs or any other policies implemented by the Company from time to time.
  2.             We make no warranty that the Services shall meet Your requirements, be uninterrupted, timely, secure, and/or error free. Further We do not make any warranty as to the results that may be obtained from the use of the functions and features or as to the accuracy, reliability and/or quality of the output derived therefrom.

 

  1.             Any advice or information, whether oral or written, obtained by You from Us through or from the Service will not create any warranty not expressly stated in these T&Cs.

 

  1.         Indemnification

 

  1.             The Users and End Users agree to protect, defend and indemnify Us and hold Us and Our affiliates, subsidiaries, officers, directors, partners, employees, agents, investors and representatives (collectively "Indemnified Person(s)") harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, that arise from or relate to their access, use, misuse of the Software, Website and/or the Services in violation of these T&Cs and/or their infringement, or infringement by any other user of User’s Account, of any intellectual property or other right of anyone or any other obligation including that of any third party. In the event of a claim by a third party, they shall be obligated to immediately and completely provide the Company with all information that is necessary for an examination of the claims. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by them, in which event they will assist and cooperate with Us in connection therewith.

 

  1.             The terms of this provision will survive any termination or cancellation of these T&Cs or Your use of the Services.

 

  1.    Intellectual Property Rights Policy

 

  1.             All of the content on the Platform, including, without limitation, all of the page headers, images, illustrations, graphics, audio clips, video clips or text, interface, reports generated, trademarks, tradenames, trade secrets (“Services Content”), constitute Our and Our partners’ intellectual property. Copyright laws in all applicable jurisdictions protect the Services and the Services Content.

 

  1.             Cosmofeed is the sole owners of the underlying software and source code associated with the Software, Services and the Platform and all the trademarks, copyright and any other intellectual property rights of any nature therein.

 

  1.             Users and End Users agree not to duplicate, distribute, create derivative works of, display, or commercially exploit the Software, Services, Content, features or facilities, directly or indirectly.

 

  1.             You undertake to use the Software exclusively in accordance with the T&Cs and not to make it available for use by third parties.

 

  1.             Any and all intellectual property rights to any material that You have provided  to us shall remain Your sole and exclusive property. You grant the Company, a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material for the purpose of making available the Services as may be required.

 

  1.             Any and all intellectual property rights to any material provided by End Users of the Landing Page shall remain the property of such End Users. You undertake to ensure that such End Users grant (and have the right to grant) to You on Your Landing Page, a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material so that You may grant a similar license to Us, the Company for the purposes of making available the Service. You hereby agree to grant such licenses to Us, the Company as You have acquired such rights Yourself from the End Users.

 

  1.             You may, at any time during the term of these T&Cs, request the Company, and the Company may at its sole discretion and if available make best efforts to provide to You, with a copy of the Content provided by You of such Landing Page. Such material shall be provided by making it available to You in a reasonable manner separately agreed by and between You and the Company. The Company shall have the right to invoice You for any reasonable expenses incurred by the Company as a result of making the material available You.

 

  1.         Waiver

Any failure on the part of Cosmofeed to require performance of any provision of these T&Cs shall not affect its right to full performance thereof at any time thereafter, and any waiver by Cosmofeed of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach.

 

  1.     Limitation of liability

 

  1.         WE ENDEAVOUR TO ENABLE THE CONTINUOUS AVAILABILITY OF OUR PLATFORM TO YOU BUT WE DO NOT GUARANTEE THE CONTINUOUS AVAILABILITY OR ERROR-FREE FUNCTIONING OF THE PLATFORM OR THE SERVICES AND WE ARE NOT LIABLE IN CASE OF ANY DOWNTIME OF THE PLAFORM OR SERVICES, WHICH MAY OCCUR IN THE EVENTS, INCLUDING BUT NOT LIMITED TO,   NECESSARY MAINTENANCE WORK, SECURITY, CAPACITY CONCERNS, ANY UNFORSEEABLE EVENT OR ANY EVENT BEYOND OUR CONTROL. YOU SHALL NOT BE ENTITLED TO ANY CLAIMS FOR COMPENSATION DUE TO DOWNTIMES.

 

  1.         THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OR PERFORMANCE OF THE SERVICES, FUNCTIONS AND FEATURES OR FOR INTERRUPTIONS, DELAY, ETC., EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES RESULTING FROM THE COST OF GETTING SUBSTITUTE FACILITIES ON THE SERVICES, ANY SERVICESS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES, OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE THE FUNCTIONS AND FEATURES, EITHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

 

  1.         IN CASE OF BREACHES OF ESSENTIAL CONTRACTUAL OBLIGATIONS CAUSED BY THE COMPANY OR ITS LEGAL REPRESENTATIVES OR VICARIOUS AGENTS WITHIN THE SCOPE OF THESE T&CS, THE LIABILITY OF THE COMPANY TOWARDS THE USER SHALL BE LIMITED TO THE AMOUNT OF THE FORESEEABLE DAMAGE TYPICAL FOR THE CONTRACT BUT MAXIMUM THE EQUIVALENT OF A TOTAL COLLECTED SERVICE FEE. OTHERWISE, LIABILITY IS EXCLUDED.

 

  1.         THE COMPANY SHALL NOT BE LIABLE FOR THE LOSS AND/OR DAMAGE OF YOUR CONFIDENTIAL INFORMATION OR DATA OF THE USER ARISING AS A RESULT OF AN EVENT OR A SERIES OF RELATED EVENTS, THAT IS BEYOND ITS CONTROL INCLUDING FAILURES OF OR PROBLEMS WITH THE INTERNET OR PART OF THE INTERNET, ATTEMPTED HACKER ATTACKS, HACKER ATTACKS, DENIAL OF SERVICE ATTACKS AND/OR VIRUSES OR OTHER MALICIOUS SOFTWARE ATTACKS OR INFECTIONS.

 

  1.         THE AFOREMENTIONED LIMITATIONS AND EXCLUSIONS OF LIABILITY DO NOT AFFECT YOUR CLAIMS FROM PRODUCT LIABILITY. FURTHERMORE, THE LIMITATIONS OF LIABILITY DO NOT APPLY TO PHYSICAL INJURY OR DAMAGE TO HEALTH OF BUYERS ATTRIBUTABLE TO THE PROVIDER.

 

  1.         THE COMPANY SHALL NOT BE LIABLE FOR ANY EVENT BEYOND COMPANY’S REASONABLE CONTROL.

 

  1.         THE COMPANY IS NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THE PROVISIONS OF THIS T&C, THE PRIVACY POLICY OR ANY OTHER CONDITIONS OF THE COMPANY GOVERNING THE USE OF ITS PLATFORM.

 

  1.         THIS CLAUSE SHALL SURVIVE IN PERPETUITY.

 

  1.     Disclaimer

 

  1.         IT IS THE RESPONSIBILITY OF THE USERS TO UNDERTAKE NECESSARY RESEARCH REGARDING THE SERVICES AND THE INFORMATION AVAILABLE ON THE WEBSITE.

 

  1.         YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY CONTENT OR MATERIALS PUBLISHED BY YOU THROUGH THE SERVICES. COSMOFEED IS NOT RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS CONSISTENT WITH APPICABLE LAWS. WE DO NOT SELECT OR MODIFY YOUR CONTENT AND DO NOT MARKET, PROMOTE OR UNDERTAKE TARGETTED ADVERTISEMENT WITH RESPECT TO YOUR CONTENT IN ANY MANNER WHATSOEVER. IT IS HEREBY CLARIFIED THAT YOU SHALL BE LIABLE FOR CONTENT OR MATERIALS PUBLISHED BY YOU WHILE AVAILING THE SERVICES AND THAT THE COMPANY SHALL BE UNDER NO OBLIGATION IN RELATION TO SUCH CONTENT AND MATERIALS.

 

  1.         FURTHER YOU AGREE AND ACKNOWLEDGE THAT THROUGH YOUR USE OF THE SERVICES OFFERED BY THE COMPANY, YOU SHALL NOT UNDERTAKE ANY ACTIVITY WHICH IS UNLAWFUL IN NATURE. ANY LIABILITY ARISING OUT OF SUCH UNLAWFUL ACTIVITY SHALL SOLELY REST WITH YOU AND THE COMPANY SHALL NOT HAVE ANY LIABILITY IN RELATION TO THE SAME. YOU SHALL BE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAW AND THESE T&CS.

 

  1.         THE MATERIAL AS PART OF THE SERVICES AND AS APPEARING ON THE WEBSITE COULD INCLUDE TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS. COSMOFEED DOES NOT WARRANT THAT ANY OF THE MATERIAL ON THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT.

 

  1.         YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR OWN USER-GENERATED CONTENT AND THE CONSEQUENCES OF SUBMITTING AND PUBLISHING SUCH CONTENT ON THE PLATFORM.

 

 

  1.     Confidentiality

 

  1.         Neither of the Parties is entitled to transmit Confidential Information of the other Party to third parties (for free or on chargeable basis) without express consent in writing.

 

  1.         All Parties undertake to use Confidential Information only for contractually agreed purposes.

 

  1.         Each Party shall take reasonable precautionary measures to protect the Confidential Information pertaining to the other Party and to prevent disclosure of such information to unauthorized third parties, as they would with regard to their own confidential information.

 

  1.         Each Party is obliged to prevent the unauthorised disclosure or use of Confidential Information of the other Party by their buyers, employees, subcontractors or legal representatives.

 

  1.         Each Party shall inform each other in writing in the event of misuse of Confidential Information of the other Party.

 

  1.         Cosmofeed shall not be responsible for any disclosure or leakage of Confidential Information of any Party due to negligence or failure on their part to practice safe computing.

 

  1.         The obligations under this clause 12 (Confidentiality) shall continue to be applicable for a period of 12 months after the effective termination of these T&Cs.

 

  1.     Reservations of changes

 

  1.         The Company reserve the right, at Our sole discretion, without prior notice, to update, change or replace any part of these T&Cs by posting updates and changes to Our website. It is their responsibility to check Our website periodically for changes. Their continued use of or access to Our website or the Service following the posting of any changes to these T&Cs constitutes acceptance of those changes.

 

  1.         The Company reserves the right to change the Service or any part thereof at any time. The Company shall use reasonable efforts to inform You in advance of any material changes that may affect Your use of the Service in an adverse way. If You do not wish to use the changed Service, You may terminate these T&Cs in accordance with clause 15 (Termination).

 

  1.         The Company reserves the right to upgrade the Platform, modify the software or to offer deviating functionalities (i) as far as this is necessary to establish the conformity of the services offered by the Company with the Applicable Law in relation to these Services, in particular if the legal situation changes; (ii) as far as the Company thereby complies with a decision of an authority addressed to the Company; (iii) as far as this is necessary to eliminate security gaps of the software; or (iv) as far as this is predominantly advantageous for the Users and End Users.

 

  1.         You hereby agree to install the updates from time to time and acknowledge that Cosmofeed will only be able to provide Account support for the Services if You ensure to install all updates upon receiving notifications thereof when using the Services.

 

  1.         The Company retains the right to change the Service Fee/Platform Fee charged from the Users from time to time and as may be applicable. The Company shall communicate any changes on the Service Fee/Platform Fee, as applicable.

 

  1.     Termination

 

  1.         The Parties are entitled to terminate these T&Cs at any time. These T&Cs shall stand terminated at their option only upon closing of all transactions betweenthem and the Company, and for Users, only upon the deletion of the User’s Account.

 

  1.         You hereby acknowledge that the discontinuation of Services does not in itself constitute termination of these T&Cs or of Your Account.

 

  1.         Upon termination of these T&Cs, the rights and license granted to You herein shall terminate and You must cease all use of and access to the Services and/ or Website and You must destroy any downloaded materials in your possession whether in electronic or printed format.

 

  1.         Any termination of right to use or access the Platform and/ or the Services by Users or End Users shall not affect their obligations and liability incurred by them prior to such termination.

 

 

  1.     Final provisions

 

  1.         The Users and End Users may not assign these T&Cs or any of their rights and obligations hereunder to any third party, without prior written consent of Cosmofeed. Subject to the foregoing, these T&Cs will be binding on your legal heirs, successors and permitted assignees. Any assignment or transfer in violation of this clause will be deemed null and void. The Company may assign these T&Cs and any of its rights and obligations under these T&Cs to its affiliate or a third party at any time without the requirement of intimating the Users and End Users or seeking their consent.

 

  1.         Nothing in these T&Cs shall be construed as creating a partnership, agency, joint venture or any legal entity between the Company and You. The Company is not acting as Your representative or agent with respect to the Service. The relationship between the Company and You is that of Principal-to-Principal. For the avoidance of any doubt, You may not make any commitments on behalf of the Company or make the Company bound by any act on Your behalf.

 

  1.         The Company may use general information (such as the name and/or logo) related to You and/or the Landing Page in its marketing of the Service pursuant to good business practices. You may present Yourself in the Landing Page and in public as a user of the Software/Service as per these T&C and other policies of Cosmofeed. However, You may not present Yourself as acting on behalf of the Company.

 

  1.         In the event of any conflict between these T&Cs (or any portion thereof) and any other agreement now existing or hereafter entered into, these T&Cs shall prevail.

 

  1.         If any provision of these T&Cs is held to be illegal, invalid or unenforceable under any present or future Applicable Law: (a) such provision will be replaced with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces; and (b) the remaining provisions of the T&Cs will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.

 

  1.     Governing Law and Jurisdiction

 

These T&Cs and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of India. By using the Services or accessing the Platform in any manner, you hereby irrevocably consent to the exclusive jurisdiction and venue of courts in New Delhi, India in the event of any disputes arising out of or in relation to your access to and use of the Services or the Platform.

 

  1.     Force Majeure

 

Cosmofeed or associated third-parties shall not be liable for any shortfall, failure or delay in performance of any Service or obligations under these T&Cs or any other terms of any policies framed by the Company and agreed by the User if, and to the extent that, such shortfall, failure               or delay is caused by an event substantially beyond its control, including but not limited to sabotage, fire, flood, earthquakes, explosions, strikes, acts of gods, industrial actions of any kinds, riots, insurrection of war, acts of government, computer hacking, unauthorised access to computer, computer system or computer network, computer crashes, breach of security and encryption (provided it is beyond Our reasonable commercial control), power or electricity failure or unavailability of adequate power or electricity.

 

  1.      Grievance Redressal Mechanism

Any discrepancy or grievance with regard to these T&Cs shall be taken up with the designated Grievance Officer as mentioned below in writing or through email signed with the electronic signature

 

Email ID: hello@cosmofeed.com

 

Address: F11/12, DLF City, Phase 1, Sector 27, Golf Course Road, Guragon, Haryana – 122002.

 

In furtherance to the Consumer Protection Act 2019 and the Consumer Protection (E-Commerce) rules 2020 (“Act”), the Nodal Officer of Cosmofeed (as appointed under the Act) as the case may be approached in writing or through email to the below:

 

Nodal Officer

 

Name: Vivek Yadav

 

Designation of such officer: CEO

 

The Grievance Officer or the Nodal Officer, as the case maybe, will acknowledge the receipt of any compliant within 48 hours and redress the complaint within 30 days from receipt of the complaint.

 

  1.     Contact Information

 

Questions about the T&Cs should be sent to Us at hello@cosmofeed.com.

 

 

Updated as on 5 February 2024

Thank you for your interest in SuperProfile. (“Superprofile,” “we,” or “us”) and our website at https://superprofile.bio, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”).

These terms of use (“T&C”) mandate that (i) "You", “Your”, “Yourself” or "User"; and (ii) “End-User”; (“Users” and “End Users” collectively referred to as “they”, “them” or “their”) hereby agree to these T&Cs  for accessing or availing the Services offered (directly or indirectly) by  Superprofile Inc having registered office in the State of Delaware located at 16192 Coastal Highways, Lewes. Delaware 1995, county of sussex.

 These Terms of Service are a legally binding contract between you and Superprofile regarding your use of the Service. 

PLEASE READ THE FOLLOWING TERMS CAREFULLY  BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SUPERPROFILE’S PRIVACY POLICY AND OTHER POLICIES REFERENCED BELOW (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SUPERPROFILE AND BY YOU TO BE BOUND BY THESE TERMS.

It is strongly recommended to Users and End Users to return to this page periodically to review the most current version of the T&C in force. Their continued access or use of the Website signifies their assent/ratification of the updated or modified Terms, if any.   By furnishing information relating to them (“Personal Information”) to the Company on the Platform or by giving their consent to the Company to access their Personal Information for the purpose of rendering the Services or otherwise, they agree that they are interested in availing the Services or other features of the Platform offered by Superprofile in accordance with these T&Cs.

 

1.    Eligibility  You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. 

 

2.   Accounts and Registration

 

a.     To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information, and/or to link certain outside accounts, email addresses, phone numbers, other platforms, or a digital wallet (collectively, “Linked Accounts”). You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You further agree that all Linked Accounts are your own and you have all necessary rights to link them to the Service, and you hereby authorize us to maintain the Linked Account as part of your account with us. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us. .Further, you shall ensure that you exit from your account at the end of each session when accessing the Service. Superprofile will not be liable for any loss or damage arising from your failure to comply with this Section

b.    Superprofile shall have the unfettered right to limit the access of any User if they donot fulfil or cease to fulfil the eligibility criteria as mentioned in this clause.

c.    You may choose a unique username and URL during registration. You warrant that the username and URL chosen does not violate the rights of any third parties, intellectual property and cannot not reasonably be considered to be immoral, deceptive, scandalous, misleading or obscene.

d.    You must provide accurate, current, and complete information during the registration process and keep the information up to date at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your Account on the Platform. You agree not to impersonate or misrepresent your affiliation with any person or entity , including using another person’s username, password or other account information. You agree that we may take steps to verify the accuracy of information you provide.

e.    Superprofile is not liable in any manner whatsoever in respect of any communication between You and third persons via the Platform and in respect of Your business connections established via the Platform and the claims arising therefrom. Your relationships and business dealings with any third parties shall be solely matters between you and such third parties. You acknowledge and agree that the Company is not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings with such third parties.

 

3.    General Payment Terms  Certain features of the Service, including the purchase or sale of certain Products, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are denominated in the stated currency or other means of payment and are non-refundable unless otherwise specifically provided for in these Terms. 

 

4.    Pricing- Superprofile reserves the right to determine pricing for the Service and any fees it may charge on transactions conducted on the Service. We shall make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Superprofile may change the fees for any feature of the Service, including additional fees or charges, before they apply. Superprofile at its sole discretion, may make promotional offers with different features and different pricing to any of Superprofile’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.  Superprofile shall not collect any fees/charges /monies from the End User except the fees/charges/monies payable by the End User to You for any content provided by You or otherwise, which may be collected by Us on Your behalf. If all eligible payment methods we have on file are declined or your payment otherwise fails, we may immediately cancel or revoke your access to the Services or we may contact you to ask you to provide a new eligible payment method before your subscription will be cancelled.

 

5.    Authorization. You authorize Superprofile to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by us, including all applicable taxes, to the payment method specified by you. If you pay any fees with a credit card, then we may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you are permitted to save a payment method (such as a credit card) or any Linked Account with a payment feature as part of your account with us, you authorize us to save and maintain such payment method or Linked Account and use it for the payment of various fees and amounts related to your purchase of Products or use of the Services. 

 

6.   Sales Tax and Withholding Taxes.

 

a.    Sales, Use and Similar Taxes. In some instances, Superprofile may have an obligation to add sales or use tax to the purchase price of Products. In such cases, Superprofile will list the appropriate taxes, and charge and collect them as part of the transaction and either remit the taxes to the applicable taxing authority or transmit the collected taxes to Sellers for Seller remittance and reporting to tax authorities.

b.    Withholding Taxes. In some instances, Superprofile may have agreed, in its sole discretion, to serve as the merchant of record for a given transaction related to the Services. As the merchant of record, Superprofile may be obligated to withhold tax amounts from payments to Sellers. We may withhold from any amounts payable to Sellers such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, as determined in our sole discretion. In instances where Superprofile is not the merchant of record, we do not bear any legal obligation or responsibility to, and will not, collect, report, and remit any such taxes on behalf of a Seller under any circumstances.

7.   PAYMENTS:

a.    Product Price. If you are a Seller, you may set or change the price for your Products at your sole discretion. You agree to keep all pricing information for your Products up to date and to abide by any of your listed prices for sold Products. 

b.    Amount Paid to Sellers. When one of your Products is sold, you will receive the net purchase price in the form of your base currency, minus (i) any applicable payment processing fees imposed by a third-party payment processor, (ii) any applicable taxes withheld pursuant to these Terms, and (iii) a service and platform fee in the amount set forth on the pricing page, which is retained by us. You understand and agree that the entire purchase price (not just the net amount paid to you) must be immediately returned or refunded if requested by Superprofile or upon your violation of these Terms, and you agree that Superprofile or any payment processor acting on its behalf may process such return or refund.

c.    Superprofile Credits. You will be able to view all amounts owed to you in the form of “Superprofile Credits” on your account. Superprfile Credits represent funds held in an account owned and controlled by you with a third-party service provider or payment processor, such as Stripe. The funds underlying Superprofile Credits may be used to purchase Products and (other than with respect to Dropped Superprofile Credits) may be converted to the equivalent amount of U.S. Dollars and withdrawn by you through your account with the third party service provider or payment processor. Superprofile Credits are not themselves transferrable. Superprofile Credits do not represent cash or funds held by Superprofile on your behalf and have no cash value, other than as held in your account with the third party payment processor. You understand and agree that Superprofile Credits may be withdrawn from your account as required in payment of purchases you make; as fines, fees, or assessments for your violation of these Terms or the terms of any agreement with a third party payment process; as required by law; or as required by our third party payment processor. You further agree to provide any information, execute any agreements or other documents, and verify your identity with Superprofile or its third party payment processor and understand and agree that failure to do so may terminate your Superprofile Credits.

d.    Subscription Service. The Service may include certain subscription-based Products, or certain aspects of the Service itself may result in automatically recurring payments for periodic charges (“Subscription Products” and such charges, the “Subscription Fee”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Subscription Product. Your access to the Subscription Product will begin on the Subscription Billing Date and continue for the subscription period specified when you make your purchase (such period, the “Initial Subscription Period”). Some subscriptions may automatically renew for additional periods if specified in the Subscription Product description (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Product or the Seller or we terminate it. If you activate a Subscription Product, then you authorize Superprofile or its third-party payment processors to save, store, or otherwise maintain the payment method you have provided for the Subscription Product and periodically charge such payment method, on a going-forward basis and until cancellation of the Subscription Product, for all accrued sums on or before the payment due date. If you use a debit card or your bank account as your chosen payment method, you agree to enter into this separate debit authorization form and retain a copy for your records. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Product for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Product before it renews unless otherwise specified in the Subscription Product’s description in order to avoid billing of the next periodic Subscription Fee to your account. Superprofile or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Product by following the cancellation steps described in the product description or by contacting us. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

e.    Delinquent Accounts. Superprofile may suspend or terminate access to the Service or any Product, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any of the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Superprofile reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you. 

f.     High Chargebacks, Returns, or Other Negative Metrics. If you or your account are subject to a high level of chargebacks, returns, refund requests, payment network imposed fines, fees, or assessments, or we are otherwise required to do so by our third party payment processor, we have the right to pass any such fines, fees, or assessments on to you and/or terminate your account and access to the Service, in our sole discretion. You remain solely liable for all chargebacks, returns, or refunds. In the event we have reason to believe that your account is engaged in fraudulent or other unauthorized activity, you agree that, in addition to any other remedies set forth in these Terms, we have the right to reverse any payments made to you by our payment processor without notice to you and you agree that you are solely responsible for any such fraudulent activity.

 

8.   Regulatory Matters; Account Termination/Suspension; Regulatory Reviews; Violation of Terms

a.    Superprofile is not a financial institution. Superprofile is required to comply with the following requirements as part of its own compliance policies, as well as due to commitments and relationships it has with various third parties, including banks, payment processors, and other financial institutions with which it works.

b.    Superprofile reserves the right, in its sole discretion to suspend or terminate any account opened by a Buyer or Seller.

c.    Without limiting the generality of the foregoing, Superprofile may, in its sole discretion or as directed by law enforcement, regulatory agency, or any financial institution or third-party payment processor with which it works, suspend or place a hold on an account. Any suspension or hold on an account may delay the settlement or distribution of any funds owed to a Seller that is associated with such account. In the event that Superprofile suspends or holds an account pursuant to this provision, it will do so for no longer than is commercially reasonable, and in no event longer than one hundred eight (180) days; provided, however, that in the event that such suspension or hold on an account is directed by law enforcement, regulatory agency, or any financial institution or third-party payment processor with which Superprofile works, then such suspension or hold shall remain in place for so long as Superprofile is directed by such party.

d.    To the extent reasonable to do so, and if permitted by law or the instructions of any third-party, Superprofile will provide you with prior notice of the termination or suspension of your account. However, Superprofile shall have the right to terminate or suspend your account without notice upon your violation of these Terms or if Superprofile has reason to believe there is fraud or unauthorized use associated with your account.

e.    Without limiting anything in the foregoing, Superprofile may suspend or pause your account while performing any applicable or necessary regulatory reviews being conducted by Superprofile or its financial institution or payment processing partners.

9.    Licenses

a.    Limited License. Subject to your complete and ongoing compliance with these Terms, Superprofile grants you, exclusively for your personal use, a time limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service. The foregoing license does not include a license to any Products, which will be granted by the applicable Seller, if at all.

b.    License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

 

10. . Ownership; Proprietary Rights - The Service is owned and operated by Superprofile. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, services, and all other elements of the Service, but excluding any Products, provided by Superprofile (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Superprofile or its third party licensors. Except as expressly authorized by Superprofile, you may not make use of the Materials. There are no implied licenses in these Terms and Superprofile reserves all rights to the Materials not granted expressly in these Terms.  

11.        Third-Party Terms

a.    Third-Party Services and Linked Websites. Superprofile may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Superprofile to transfer that information to the applicable third-party service. Third-party services are not under Superprofile’s control, and, to the fullest extent permitted by law, Superprofile is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Superprofile’s control, and Superprofile is not responsible for their content. Further, Superprofile will not provide exports of third-party data because the option to link to owned data that is readily accessible is already available. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third party services. Once sharing occurs, Superprofile will have no control over the information that has been shared. 

b.    Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third party licenses.

 

12.        User Content - User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including Product images, descriptions, reviews, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

 

13.       Limited License Grant to Superprofile. By Posting User Content to or via the Service, you grant Superprofile a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Superprofile’s exercise of the license set forth in this Section. . You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Superprofile disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

a.    you are the sole author, creator, and owner of the User Content and intellectual property and proprietary rights thereto, or have the necessary licenses, rights, consents, and permissions to authorize Superprofile and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Superprofile, the Service, and these Terms;

b.    your User Content is honest, truthful, and accurate to the best of your knowledge;

c.    your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) violate any confidentiality, non-disclosure, or contractual obligations you might have towards a third party, including without limitation your current or former employer; or (iv) violate or cause Superprofile to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;

d.    your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

e.    when your User Content consists of an endorsement, review, or evaluation of Superprofile, a Seller, a product, service, or third party (“Reviews and Endorsements”), you further represent and warrant that: (a) unless you prominently disclose your affiliation and interest in such endorsed, reviewed, or evaluated company, Superprofile, Seller, product, service, or third party you (i) are not an employee, contractor, agent, officer or director of the party, product, or service for which you are submitting an endorsement, review, evaluation or opinion (collectively “Vendor”) (ii) you are not a competitor of such Vendor that offers a competitive product or service (“Competitor”), and (iii) otherwise have no pecuniary interest in or material connection to such Vendor, Competitor or their product or service;   (b) your review does not disclose any confidential information;   (c) you are a bona fide user of the Vendor, product, or service referenced in your Reviews and Endorsements;   (d) the opinions expressed in your Reviews and Endorsements are your individual honest opinions, findings, beliefs, and experiences with respect to the Vendor, product, or service; and   (e) the statements made in the Reviews and Endorsements are not false or misleading in any aspect. 

 

14.       Reviews and Endorsements. The following additional terms apply to any User Content that includes Reviews and Endorsements:

a.    You may not post or submit group, team, multi-authored, or technology-authored Reviews and Endorsements;

b.    Your Reviews and Endorsements must provide honest and accurate views, opinions, findings, beliefs, and/or experiences, they must not contain any false, misleading, or unsubstantiated information about the Vendor, products, or services, or otherwise;

c.    You must clearly and conspicuously disclose any material connections you have with a Vendor or their product or service referenced in your User Content - a material connection is one that could influence the weight or credibility another person would give to your opinions, evaluations, reviews, ratings, messages, or comments, such as employment or independent contractor relationship, receipt of free or discounted products or services, an affiliate marketing relationship, receipt of payment or other consideration or material benefit from a Vendor;

d.    Submission of previously published opinions, evaluations, reviews, ratings, messages, or comments is prohibited; and

e.    Seller providing users with an incentive to post Reviews and Endorsements on the Superprofile platform about Sellers or their products or services are responsible for (a) informing such users of their obligations under these Terms with respect to such Reviews and Endorsements, including without limitation their obligations in this (b) monitoring and correcting such Reviews and Endorsements as needed, and (c) reporting non-compliant Reviews and Endorsements to us.

f.     User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Superprofile may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Superprofile with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Superprofile does not permit infringing activities on the Service.

 

15.       Monitoring Content. Superprofile does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Superprofile reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Superprofile chooses to monitor the content, then Superprofile still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Superprofile may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service. 

 

16.       Communications 

a.    Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

b.    Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

 

17.       Prohibited Conduct - BY USING THE SERVICE, YOU AGREE NOT TO: 

a.    use the Service or sell any Products for any illegal purpose or in violation of any local, state, national, or international law;

b.    use the Service to sell any alcohol, drugs, substances designed to mimic alcohol or drugs, or equipment designed for making or using alcohol or drugs;

c.    use the Service to sell tickets that are search for, reserved, or purchased using ticket bot technology or automated ticket purchasing software;

d.    use the Service to sell any Products that a reasonable person might deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

e.    sell, rent, leak, disclose, or transfer data or information that you acquire via the Service from a Seller, whether such sale, rental, leak, disclosure or transfer by you occurs on the Service or elsewhere;

f.     violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property or proprietary right;

g.    access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Superprofile;

h.   interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

i.     interfere with the operation of the Service or any user’s enjoyment of the Service, including by:

                                         i.    uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;

                                       ii.     making any unsolicited offer or advertisement to another user of the Service;

                                     iii.    collecting personal information about another user or third party without consent; or

                                      iv.     interfering with or disrupting any network, equipment, or server connected to or used to provide the Service

                                        v.     harassing any user with unsolicited, unwelcome, disrespectful, physically abusive or offensive behavior. Examples of harassment include, but are not limited to, user targeting attempts (social media bans, server bans, attacking other users’ social media), unwanted comments or remarks, jokes, slurs, online messages, unwanted physical intimidation or touch and literature including pictures and posters, depicting people in a negative light based on prohibited grounds, e.g. racial or religious harassment, age harassment, etc.

                                      vi.    perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;

                                    vii.    sell or otherwise transfer the access granted under these Terms or any Materials (as defined in this agreement) or any right or ability to view, access, or use any Materials; or

                                  viii.    attempt to do any of the acts described in this or assist or permit any person in engaging in any of the acts described in this Section.

j.     The list of prohibitions in this Section provides examples and is not complete or exclusive. Superprofile may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination.   

18.       Intellectual Property Rights Protection 

a.    Respect of Third Party Rights. Superprofile respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

b.    DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights related complaint about any material on the Service, you may contact our Designated Agent at the abovementioned address.

c.    Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

                                         i.    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

                                       ii.    description of the copyrighted work or other intellectual property right that you claim has been infringed;

                                     iii.    description of the material that you claim is infringing and where it is located on the Service;

                                      iv.    your address, telephone number, and email address;

                                        v.    a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

                                      vi.    a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf. Your Notification of Claimed Infringement may be shared by Superprofile with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Superprofile making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

d.    Repeat Infringers. Superprofile’s policy is to: (a) remove or disable access to material that Superprofile believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Superprofile will terminate the accounts of users that are determined by Superprofile to be repeat infringers. Superprofile reserves the right, however, to suspend or terminate accounts of users in our sole discretion.  

e.    Counter Notification. If you receive a notification from Superprofile that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Superprofile with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Superprofile’s Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information:

                                         i.    your physical or electronic signature;

                                       ii.    identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

                                     iii.    a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

                                      iv.    your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Superprofile may be found, and that you will accept service of process from the person who provided notification under Section 11.2 above or an agent of that person.  A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

                                        v.    Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Superprofile in response to a Notification of Claimed Infringement, then Superprofile will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Superprofile will replace the removed User Content or cease disabling access to it in 10 business days, and Superprofile will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Superprofile’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Superprofile’s system or network.

                                      vi.    False Notifications of Claimed Infringement or Counter Notifications. -Superprofile reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

 

19.        Referral Program

a.    The Superprofile referral program ("Referrals") allows users to get paid for new users they refer to us. To participate, users must agree to these terms. The specific terms of each referral, including commission rate, promotional credits, and others, may vary.

b.    How to Earn Commissions- Referrers get paid a commission on subscription payments for up to 12 months for every customer they refer to Superprofile. A customer is considered to have been referred by a user, if they are arrive at the Service via referral link and continue to be tracked through account creation. Unless the new user is tracked automatically through software, they will not be considered to have been referred. The maximum number of referrers per user is one.

c.    The referring user will earn a percentage of subscription payments, no higher than 20%, each time a payment is received by Superprofile. Referral commissions will not be earned when referred users on paid plans are using Superprofile credits, or in any other situation where no payment is received by us. We reserve the right to amend the commission rate for any user and/or change the terms of subscription at any time, in our sole discretion without notice.

d.    Sharing Referral Links- Referrals should only be used for personal and non-commercial purposes. Referral links should not be published or distributed on commercial websites (such as coupon websites, Reddit, or Wikipedia) or on blogs. Users are prohibited from “spamming” anyone with referral invitations. This includes mass emailing, texting or messaging people you do not know or using automated systems or bots through any channel to distribute your referral link. You  are prohibited from paying to advertise their referral links.

e.    Referred users may receive a promotional credit in Superprofile credit, depending on the specified terms of the referral offer Superprofile reserves the right to amend or remove the credit for any user at any time, in our sole discretion without notice.

f.     A referred user may only use one referral link. If a referred user receives referral links from multiple  Superprofile users, only the Superprofile user associated with the referral link actually used by the referred user will be eligible for commissions

g.    Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments received by it under the Referral Program terms. Each party will bear all costs and expenses incurred by it in connection with its business and the performance of its obligations under these Referral Program terms and in no event will Superprofile be obligated to reimburse the Referrer for any costs incurred by providing services hereunder. 

h.    Independent Contractors. The relationship between Superprofile and the Referrer established by these Referral Program terms is that of independent contractors. Neither execution nor performance of the Terms including these terms shall be construed to have established any joint venture, partnership, or employment relationship between the parties. 

i.     Termination. Failure to comply with these terms of the Program or other Terms, may result in immediate termination and withholding or clawback of Superprofile Credits and/or payments. Superprofile may terminate  participation in the Referrer Program immediately at any time for any or no reason by giving the Referrer notice of such termination, or if Superprofile terminates or otherwise ceases to offer the Referral Program. Referrer  may terminate Referrer’s participation in the  Program immediately at any time for any or no reason by giving Superprofile notice of such termination. Upon termination of Referrer’s participation in the  Program, Referrer e will (i) immediately cease to represent itself as a marketing affiliate of Superprofile; (ii) immediately take down any posted promotional materials and cease all active promotion of Superprofile and any applicable products or services on the Superprofile platform; (iii) immediately cease to use or distribute any Referrer Links; and (iv) immediately cease using any Licensed Marks.

                                         i.    Referrer will cease to earn Superprofile Credits immediately upon termination of Referrer ’s participation in the  Program. Within thirty (30) days of termination of Referrer’s participation in the Referral Program, Superprofile will deposit payment in the form of Superprofile Credits for all qualified transactions up to the date of termination. Affiliate must maintain a Superprofile Credit account for at least sixty (60) days after termination of Referrer’s participation in the Referral Program in order to facilitate such compensation.   Disclaimer.  SUPERPROFILE DOES NOT WARRANT OR GUARANTEE ANY MINIMUM LEVEL OF COMMISSIONS, SUPERPROFILE CREDITS, OR PAYMENTS THAT WILL BE ACHIEVED BY REFERRER HEREUNDER. SUPERPROFILE EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES REGARDING THE AFFILIATE PROGRAM, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

20.  Modification of Terms  We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service.  If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service.

 

21.          Term, Termination, and Modification of the Service 

a.    Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated ass per this clause.

b.    Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Superprofile may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by using the live chat feature on the Service or by contacting customer service at support@Superprofile.com.

c.    Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Superprofile any unpaid amount that was due prior to termination; (d) you may lose access to certain Products managed by Superprofile, and (e) all payment obligations accrued prior to termination and  will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

d.    Modification of the Service. Superprofile reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Superprofile will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

 

22.  Indemnity  To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Superprofile, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Superprofile Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service or any Product; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) any dispute regarding any Product, or (5) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

 

23.        Disclaimers; No Warranties by Superprofile 

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SUPERPROFILE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SUPERPROFILE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SUPERPROFILE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

ALL PRODUCTS ARE PROVIDED SOLELY BY THE APPLICABLE SELLER, ANY PURCHASE OR SALE OF PRODUCTS IS ONLY FACILITATED BY SUPERPROFILE. YOU AGREE THAT SUPERPROFILE WILL NOT HAVE ANY LIABILITY TO YOU, AND SUPERPROFILE HEREBY DISCLAIMS ALL SUCH LIABILITY, REGARDING THE USE OR FUNCTION OF ANY PRODUCT. ANY DISPUTES REGARDING A PRODUCT ARE SOLELY BETWEEN THE APPLICABLE BUYER AND SELLER.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SUPERPROFILE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SUPERPROFILE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Superprofile does not disclaim any warranty or other right that Superprofile is prohibited from disclaiming under applicable law.

24.       Limitation of Liability 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SUPERPROFILE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUPERPROFILE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SUPERPROFILE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:

(A) THE AMOUNT YOU HAVE PAID TO SUPERPROFILE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND

(B) US$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU AND SUPERPROFILE AGREE THAT YOU MUST INITIATE ANY PROCEEDING OR ACTION WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE THAT IS ARISING OUT OF OR RELATED TO THESE TERMS. OTHERWISE, YOU FOREVER WAIVE THE RIGHT TO PURSUE ANY CLAIM OR CAUSE OF ACTION, OF ANY KIND OR CHARACTER, BASED ON SUCH EVENTS OR FACTS, AND SUCH CLAIM(S) OR CAUSE(S) OF ACTION ARE PERMANENTLY BARRED.

25.  Dispute Resolution and Arbitration   YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SUPERPROFILE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

a.    You and Superprofile agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

b.    Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

c.    Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms.

d.    Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Superprofile’s address for Notice is as given above. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Superprofile may commence an arbitration proceeding.

e.    Arbitration Proceedings. Uou may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules applicable in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or Superprofile must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

f.     Arbitration Relief- The arbitrator’s award shall be final and binding on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

g.    No Class Actions. YOU AND SUPERPROFILE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Superprofile agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.  

h.    Enforceability. If this section is found to be unenforceable, , then the entirety of this will be null and void and, in that case, the exclusive jurisdiction and venue described hereinafter  will govern any action arising out of or related to these Terms. 

 

26.       Miscellaneous 

a.    General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Superprofile regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

b.    Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Superprofile submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

c.    Privacy Policy. Please read the Superprofile Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Superprofile Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

d.    Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). The purchase or sale of certain Products may also require Additional Terms. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

e.    Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

f.     No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

g.    No Obligation to Provide Export or Download of Information or Data. Superprofile may allow you to access, via functionality provided by the Service, certain information or data relating to your use of the Service, but you acknowledge that such access is provided in Superprofile’s sole discretion, and Superprofile has no obligation to make any information or data available to you for export or download.

 

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