Super Empleado. - Terms of Service
These Terms of Service constitute a legally binding agreement betweenyou and Super Empleado,. (together with its subsidiaries and affiliates,“Verona International Investment, LLC,.”, “DCX Innovations”, “we,” “our” or“us”) governing your use of our products, services, information, contents andtools, mobile application (the “App”), and website (the “Site” and collectivelywith the foregoing, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILARBUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES,USING THE APP ON YOUR MOBILE DEVICE, VISITING THE SITE, ACCESSING OR USING THESERVICES, OR PARTICIPATING IN AN ELECTRONIC CONVERSATION FACILITATED BY THESERVICES (ANY SUCH PARTICIPANT, A “CONVERSATION PARTICIPANT”), YOU AREINDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMSOF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE OR THE APP. IF YOUDO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USETHE SERVICES. These Terms of Service apply to all users of the Services, includingwithout limitation browsers, vendors, customers, merchants, consumers, contentcontributors, Business Owners (as defined below) and Agencies (as definedbelow). These Terms of Service are effective as of the date you firstclick “I agree” (or similar button or checkbox) or use or access the Services,whichever is earlier. If you accept or agree to these Terms of Service onbehalf of your employer or another legal entity, you represent and warrant that(i) you have full legal authority to bind your employer or such entity to theseTerms of Services; (ii) you have read and understand these Terms of Service;and (iii) you agree to these Terms of Service on behalf of the party that yourepresent. In such event, “you” and “your” will refer and apply to youremployer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed byour Data Protection Addendum (“DPA”), available atwww.SuperEmpleado.Com/legal/dpa, and Privacy Policy (“Privacy Policy”),available at www.SuperEmpleado.Com/legal/privacy. You acknowledge that byusing the Services, you have reviewed the Privacy Policy and the DPA. ThePrivacy Policy and DPA are incorporated by reference into these Terms ofService and together form and are hereinafter referred to as this “Agreement.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND SuperEmpleado CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISIONAND CLASS ACTION WAIVER (SECTION 19). PLEASE READ CAREFULLY AS IT AFFECTS YOURLEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
Table of Contents
Our Services
Account, Password, Security, and Phone Use
Agencies and Business Owners
User Generated Content
Communication by Text Message or Email
Communication with Super Empleado and its Clients
Prohibited Uses
Representations and Warranties; Compliance with Laws
Mobile App Updates and Upgrades
Billing and Payment
Termination and Suspension
Links to Third-Party Websites; Optional Third-Party Tools
Optional Super Empleado-Provided Tools
Ownership and Intellectual Property Rights
Copyright Complaints and Copyright Agent
Confidential Information
Disclaimer of Warranties
Indemnification
Dispute Resolution – Arbitration & Class Action Waiver
Governing Law
No Agency; No Employment
General Provisions
Changes to this Agreement and the Services
No Rights of Third Parties
Notices and Consent to Receive Notices Electronically
Contacting Us
1. Our Services
We provide a platform that enables businesses and individuals to createautomated chat flows that they can deploy across a wide range of messagingservices, social media and other third-party platforms.
If you purchase or use our Services, you’re doing so through Super Empleado,and such purchase and use is subject to this Agreement; provided, that ifyou’ve entered into a separate agreement or order form with us governing thepurchase or use of our Services, such separate agreement or order form willgovern in the event of a conflict with this Agreement.
2. Account, Password, Security, and Phone Use
You must register with SuperEmpleado and create an account to use the Services (an “Account”) and as partof that process you will be requested to provide certain information, includingwithout limitation your name, phone number and email address, which may beprovided by linking certain services, including without limitation Instagram,Facebook, WhatsApp or Telegram, to your Account. By using the Services,you agree to provide true, accurate, current and complete information asprompted by the registration process and to maintain and promptly update theAccount information to keep it accurate, current and complete. You are the soleauthorized user of your Account. You are responsible for maintaining theconfidentiality of any login and password provided by you or given to you bySuper Empleado for accessing the Services. You are solely and fully responsiblefor all activities that occur under your password or Account, even if notauthorized by you. Users are responsible for the content users upload totheir Account and use of any user’s Account, and Super Empleado expresslydisclaims any liability derived therefrom. Should you suspect that anyunauthorized party may be using your password or Account or you suspect anyother breach of security, you agree to contact Super Empleado immediately.
The person signing up for the Services will be the contracting party (“AccountRepresentative”) for the purposes of these Terms of Service and will be theperson who is authorized to use any corresponding Account we provide to theAccount Representative in connection with the Services; provided, however, thatif you are signing up for the Services on behalf of your employer, youremployer shall be the Account Representative. As the Account Representative,you are solely responsible for complying with these Terms of Service and onlyyou are entitled to all benefits accruing thereto. Your Account is nottransferable to any other person or account. If you are an Agency (asdefined below) using our Services to provide services to a Business Owner (asdefined below), please read Section 3 below.
By providing your phone number and email address and by using the Services, youhereby affirmatively consent to Super Empleado’s use of your phone number forcalls and recurring texts (including with an autodialer and/or prerecordedvoice) and your email address in order to (i) perform and improve upon theServices, (ii) facilitate the carrying out of our Services, and (iii) provideyou with information and reminders regarding your registration, changes andupdates, service outages, or alterations. These calls and messages may include,among other things, push notifications and other reminders delivered throughour App. Super Empleado will not assess any charges for calls or texts,but standard message, data or other charges from your wireless carrier mayapply. You may opt-out of receiving calls or messages from us by modifying yourAccount settings on the Site or the App, by stating that you no longer wish toreceive calls or messages from us during any call with us, or by visitingwww.SuperEmpleado.Com/support and specifying you want to opt-out of calls ormessages. You understand that we may send you a message confirming any opt-outby you.
3. Agencies and Business Owners
A “Business Owner” is any individual or entity that uses Super Empleado’sServices to market, support, develop, or otherwise commercialize theirbusiness, services, or products. An “Agency” is any service providerretained or hired by a Business Owner to create and/or manage a Super Empleadoaccount and use the Services on the Business Owner’s behalf. An Agency isnot required for a Business Owner to use the Services.
Notwithstanding the foregoing in Section 2, if you are an Agency using ourServices to provide services to a Business Owner, you (i) agree to correctlyidentify such Business Owner as an administrator on the Account and, ifapplicable, on the applicable Facebook page, Instagram page, WhatsApp page,Telegram page and on any other applicable page on any other applicableplatform, and (ii) confirm you are authorized to use the Services and theAccount on behalf of the Business Owner.
The Business Owner shall be the sole and exclusive account representative ofany Account created on its behalf by an Agency; provided that the Agency shall maintainits rights and interests in and to all designs, templates, flows, sequences, orother intellectual property associated with the chatbot automation work productcreated by such Agency for the Business Owner (such work product, the “AgencyContent”).
In the event of a termination of the relationship between a Business Owner andits Agency, the Business Owner will promptly notify Super Empleado of suchtermination.
Following the transfer of an Account from an Agency to the Business Owner, theBusiness Owner shall be solely responsible for the payment of any subscriptionplans and/or fees due with respect to the Account.
4. User Generated Content
“User Generated Content” is defined as any content, information, and materialsthat may be textual, audio, or visual that you or any Conversation Participantprovide, submit, upload, publish, or make otherwise available to the Servicesand our users. You are solely responsible for your and your ConversationParticipants’ User Generated Content, and we act merely as a passive conduitfor your online distribution and publication of User Generated Content. Youacknowledge and agree that Super Empleado:
Is not involved in the creation or development of User Generated Content.
Disclaims any responsibility for User Generated Content
Cannot be liable for claims arising out of or relating to User GeneratedContent.
Is not obligated to monitor, review, or remove User Generated Content, butreserves the right to limit or remove User Generated Content on the Services atits sole discretion.
You hereby represent and warrant to Super Empleado that your User GeneratedContent (i) will not be false, inaccurate, incomplete or misleading; (ii) willnot infringe on any third party’s copyright, patent, trademark, trade secret orother proprietary right or rights of publicity, personality or privacy; (iii)will not violate any law, statute, ordinance, or regulation (including withoutlimitation those governing export control, consumer protection, unfaircompetition, anti-discrimination, false advertising, anti-spam or privacy);(iv) will not be defamatory, libelous, unlawfully threatening, or unlawfullyharassing; (v) will not be obscene or contain pornography (including but notlimited to child pornography) or be harmful to minors; (vi) will not containany viruses, Trojan Horses, worms, time bombs, cancelbots or other computerprogramming routines that are intended to damage, detrimentally interfere with,surreptitiously intercept or expropriate any system, data or personalinformation; (vii) will not represent you being employed or directly engaged byor affiliated with Super Empleado or purport that you are authorized to act asa representative or agent of Super Empleado; and (viii) will not createliability for Super Empleado or cause Super Empleado to lose (in whole or inpart) the services of its ISPs or other suppliers.
By making available any User Generated Content through the Services, you herebygrant to Super Empleado permission to use, process or disclose such UserGenerated Content on, through or by means of the Services, for the purposes ofproviding the Services to you, modifying, improving and operating the Servicesand/or as otherwise permitted by this Agreement. We do not claim any ownershiprights in any such User Generated Content and nothing in this Agreement will bedeemed to restrict any rights that you may have to use and exploit any suchUser Generated Content.
5. Communication by Text Message or Email
If you would like to communicate with your users via text message or email, youhereby agree to the following Compliance and Indemnity Terms (“CIT”). You arerequired to use the Services in full compliance with all applicable laws andregulations, including without limitation, all state, provincial and federallaws specifically including but not limited to the Telephone ConsumerProtection Act of the United States, as amended (“TCPA”); the PersonalInformation Protection and Electronic Documents Act of Canada (“PIPEDA”), andany substantially similar provincial privacy laws; and Canada’s Anti-Spam Law,(“CASL”), all as may be amended (the TCPA, PIPEDA and CASL are collectivelyreferred to as the “Electronic Messaging Laws”). By making any use of theServices, you expressly warrant that you are and shall continue to act in fullcompliance with the law.
You agree that you have read and understand the Electronic Messaging Laws andany similar state or provincial/territorial laws, and all other applicable lawsand regulations. You understand that in some cases, applicable state and localrestrictions are more restrictive than the federal rules. You should reviewthese rules with your own legal counsel to ensure that you understand andcomply. Super Empleado will not assume responsibility for ensuring that youractivities meet applicable legal requirements. Super Empleado will not assumeany liability if you are ever held guilty or found liable for any violation oflaw, rule or regulation. Notwithstanding the foregoing, you acknowledge thatSuper Empleado has and is taking active steps to help support the compliance ofits customers, including by having you agree to these Terms of Service.
You understand and acknowledge that it is generally a violation of federal law,including the TCPA, to contact a consumer by phone, text or email without priorexpress written consent. Super Empleado is not responsible for ensuring thatyou do not transmit messages to consumers, including by telephone or email inviolation of the consent rules.
You understand and acknowledge that it is generally a violation of the federallaw of Canada, including CASL, to contact a consumer by text message, phone,electronic messaging, or email without prior express written consent. You willnot contact any individual through the Services or about the Services unless youhave established consent to do so in accordance with the applicable law. Youwill provide proof of such consents or opt-ins, the messages you have sent, andyour implementation of unsubscribe requests to us upon our request. You willinclude all content required under the applicable laws in your messages,including your name, mailing address, email, telephone or web address, and theability to unsubscribe. You will not send any messages to any individual usingthe Services if the individual has opted out or withdrawn their consent,including if they have replied “STOP”, or similar, to one of your previousmessages. You, not Super Empleado, are solely responsible for the content ofyour messages, and its compliance with all applicable law. You acknowledge andagree that Super Empleado acts solely as a service provider to allow thesending of your messages, but that you exercise control over the messagecontent and destination and must ensure your messages comply with allapplicable laws.
Super Empleado is not responsible for ensuring that you do not transmitmessages to consumers, including by text message, telephone or email inviolation of the consent rules.
You agree to indemnify, defend and hold harmless Super Empleado, along with itsowners, members, directors, officers, agents, employees, contractors,consultants and vendors from and against any and all claims, suits, fines,costs, expenses, judgments and fees, including reasonable attorney’s fees,court costs and expenses, arising out of a claim alleging any violation by youof the law, or alleging facts that would constitute a breach of your warrantiesor obligations contained in these Terms of Service, including this CIT. Youwill promptly indemnify, defend or settle, any such third-party claim, demand,lawsuit, investigation or proceeding brought against Super Empleado. SuperEmpleado will:
promptly notify you of such claim; provide you with reasonable information,assistance and cooperation in defending the lawsuit or proceeding; and give youcontrol and authority over the defense and settlement of such claim, subject toSuper Empleado’s approval of any such settlement, which approval will not beunreasonably withheld.
6. Communication with Super Empleado and its Clients
You verify that any contact information provided to Super Empleado and itsclients, including, but not limited to, your email address and phone number, istrue and accurate. You further verify that you are the telephone or emailsubscriber and/or that you own any telephone numbers and/or email addressesthat you provide to Super Empleado and its clients. You acknowledge that byvoluntarily providing your telephone numbers and/or email addresses to SuperEmpleado and its clients, you expressly agree to be contacted at the telephone numbersand/or email addresses you provide. You consent to receive emails, textmessages, pre-recorded voice messages and/or autodialed calls by or on behalfof Super Empleado and its clients relating to this agreement, any transactionwith Super Empleado and its clients, matters related to your account, andpromotions from Super Empleado and its clients. These communications may be made by or on behalf ofSuper Empleado and its clients, even if your phone number is registered on anystate, provincial, territorial or federal Do Not Call list. You acknowledgethat you may incur a charge for these texts or calls by your telephone carrierand that Super Empleado and its clients will not be responsible for thesecharges.
7. Prohibited Uses
In addition to other prohibitions as set forth in the Terms of Service, you areprohibited from using the Services:
- for anyunlawful purpose;- to conductany unlawful acts or solicit others to perform or participate in any unlawfulacts;- to violateany international, federal, provincial or state regulations, rules, laws, orlocal ordinances;to use the Services for any purpose or in anymanner that infringes upon or violates the rights, including but not limited tointellectual property rights, of us or any third party;- to harass,abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate,discriminate in any way, including, but not limited to, discrimination based ongender, sexual orientation, religion, ethnicity, race, age, national origin, ordisability, or otherwise violate the legal rights (such as of privacy orpublicity) of any other users or visitors of the Services or staff members ofSuper Empleado;- to submitfalse or misleading information;- to uploador transmit viruses or any other type of malicious code that will or may beused in any way that will affect the functionality or operation of the Servicesor of any related website, other websites, or the Internet;- for anyobscene or immoral purpose;- tointerfere with or circumvent the security features of the Services or anyrelated website, other websites, or the Internet;- tointerfere with or carry out any activity that threatens the performance,security, or proper functioning of the Services;- to attemptto compromise the system integrity or security or decipher any transmissions toor from the servers running the Services;- to attemptto access unauthorized Accounts or to collect or track the personal informationof others;- to abuseany trial offerings with respect to the Services;- to abuseany rebate offerings with respect to the Services;- in any waywhich violates the policies of Facebook, Instagram, WhatsApp, Telegram, or anyother platform with which Super Empleado does business;- to copy,distribute, or disclose any part of the Services in any medium other than asallowed by the Services and these Terms of Service;- to use anyautomated system (other than any functionalities of the Services), includingwithout limitation “robots,” “spiders,” “offline readers,” etc., to access theServices;- totransmit spam, chain letters, or other unsolicited email or attempt to phish,pharm, pretext, spider, crawl, or scrape;- toimpersonate another person or otherwise misrepresent your affiliation with aperson or entity, conduct fraud, hide, or attempt to hide your identity;- to attemptto decipher, decompile, disassemble, or reverse engineer any of the software oralgorithms used to provide the Services; or- toencourage or enable any other individual to do any of the foregoing.
We reserve the right to terminate your use of the Services or anyrelated website for violating any of the prohibited uses. You also agree not to misuse our Services, for example, by interferingwith them or accessing them using a method other than the interface and theinstructions that we provide. You may not do any of the following whileaccessing or using the Services:
access, tamper with, or use non-public areas of the Services or SuperEmpleado’s computer systems; probe, scan, or test the vulnerability of anysystem or network or breach or circumvent any security or authenticationmeasures; access or search or attempt to access or search the Services by anymeans (automated or otherwise) other than through our currently available,published interfaces that are provided by Super Empleado and third-partyintegrations authorized by us (and only pursuant to the applicable terms andconditions), unless you have been specifically allowed to do so in a separateagreement with Super Empleado (NOTE: crawling the Services is permissible ifdone in accordance with the provisions of the robots.txt file and is limited topublicly-accessible parts of the Services only, but scraping the Serviceswithout the prior consent of Super Empleado is expressly prohibited); forge anyTCP/IP packet header or any part of the header information in any email orposting, or in any way use the Services to send altered, deceptive or falsesource-identifying information; or interfere with, or disrupt (or attempt to doso), the access of any user, host or network, including, without limitation,sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation ofcontent in such a manner as to interfere with or create an undue burden on theServices. We preserve the right to limit access to the platform for users whoseactions result in degrading the experience of other platform users, SuperEmpleado’s employees, affiliates, or partners or the employees, affiliates, orpartners of any other platform, including without limitation, Facebook,Instagram, WhatsApp and Telegram. We also reserve the right to review, delete, and, if required to do sounder any federal, state, or local law, statute, rule or regulation, subpoenaor legal process, disclose any information as we reasonably believe isnecessary to satisfy any applicable law, regulation, legal process orgovernmental request, enforce the Terms, including investigation of potentialviolations hereof, detect, prevent, or otherwise address fraud, security ortechnical issues, respond to user support requests, or protect the rights,property or safety of Super Empleado, its users and the public. Super Empleadodoes not disclose personally-identifying information to third parties except inaccordance with our Privacy Policy.
8. Representations and Warranties; Compliance with Laws
You represent and warrant that: (i) you are 18 years of age or older or are atleast of the legally required age in the jurisdiction in which you reside, andare otherwise capable of entering into binding contracts, and (ii) you have theright, authority and capacity to enter into this Agreement and to abide by theterms and conditions of this Agreement, and that you will so abide. Where youenter into this Agreement on behalf of a company or other organization, yourepresent and warrant that you have authority to act on behalf of that entityand to bind that entity to this Agreement.
You further represent and warrant that (i) you have read, understand, and agreeto be bound by these Terms of Service and the Privacy Policy in order to accessand use the Services, (ii) you will act professionally and responsibly in yourinteractions with other users, and (iii) when using or accessing the Services,you will act in accordance with any applicable local, state, or federal law orcustom and in good faith.
You are responsible for determining whether the Services are suitable for youto use in light of any applicable regulations such as EU Data Privacy Laws orother laws. If you are subject to regulations (such as HIPAA) and you use theServices, then we will not be liable if our Services do not meet thoserequirements. You may not use the Services for any unlawful or discriminatoryactivities, including acts prohibited by the Federal Trade Commission Act, FairCredit Reporting Act, Equal Credit Opportunity Act, or other laws that apply tocommerce. You are also responsible for notifying the end-user of datacollection in connection with the Services, as required by applicable law.
You represent and warrant that you shall be solely responsible for obtainingend user consent for text messaging in full compliance with all applicablelaws, rules, and regulations, including, without limitation, the TelephoneConsumer Protection Act, 47 U.S.C. 227 and its implementing regulations, 47C.F.R. 64.1200. You further represent and warrant that you shall not use theservice to communicate with consumers who have requested that you ceasecontacting them.
If you are located in the European Economic Area (“EEA”) or serve end-users inthe EEA market, you represent and warrant that in using the Services, you:
- Will obtain consent or use any other available, legally-valid mechanism to(i) transfer data to -- - Super Empleado and (ii) cause such data to beprocessed;
- Will comply with your posted privacy policy;
- Have collected, stored, used, and transferred all data relating to anyindividual in compliance with all applicable data protection laws andregulations, and have the necessary permission to allow Super Empleado to receiveand process such data on your behalf;
- Acknowledge that Super Empleado acts as the processor of such customer dataand you remain the controller of such customer data for purposes of allapplicable data protection or privacy laws and regulations;
- Agree not to use the Services to collect, manage or process sensitivecustomer information, for which Super Empleado will bear no responsibility orliability;
- Have reviewed and accepted the Super Empleado Data Processing Addendum, whichsets out how we process personal information received in connection with theServices; and
- Аgree to indemnify and hold Super Empleado and its officers and directorsharmless from any claims, demands, and losses, including attorney's fees,arising out of your breach of any part of the representations and warranties inthis Section 8.
You hereby warrant and represent that, other than as fully and promptlydisclosed to Super Empleado as set forth below, you do not have any motivation,status, or interest which Super Empleado may reasonably wish to know about inconnection with the Services, including without limitation, if you are using orwill or intend to use the Services for any journalistic, investigative, orunlawful purpose. You hereby warrant and represent that you will promptlydisclose to Super Empleado in writing any such motivation, status or interest,whether existing prior to registration or as arises during your use of theServices.
9. Mobile App Updates and Upgrades
By installing the App LeadConnector or similar, you consent to the installationof the App and any updates or upgrades that are released through the Services.The App (including any updates or upgrades) may (i) cause your device toautomatically communicate with Super Empleado’s servers to deliver the Appfunctionality and to record usage metrics, (ii) affect App-related preferencesor data stored your device, and (iii) collect personal information as set outin our Privacy Policy. You can uninstall the App at any time.
10. Billing and Payment
Unless we separately agree with you that you will receive an invoice from usfor the Services that requires you to pay us directly, payment and any otherexpenses must be paid through the third party payment processing system (the“PSP”) as indicated on the Services. You may be required to register with thePSP, agree to terms of service of the PSP, provide your payment details to thePSP and go through a vetting process at the request of the PSP to set up anaccount with the PSP (the “PSP Services Agreement”). By accepting these Termsof Service, you agree that you have downloaded or printed, and reviewed andagreed to, the PSP Services Agreement. Please note that Super Empleado is not a party to the PSP ServicesAgreement and that you, the PSP and any other parties listed in the PSPServices Agreement are the parties to the PSP Services Agreement and that SuperEmpleado has no obligations, responsibility or liability to any user or anyother party under the PSP Services Agreement.
All prices and fees displayed on the Services are exclusive of applicablefederal, provincial, state, local or other governmental sales, goods andservices or other taxes, fees or charges now in force or enacted in the future(“Taxes”). Any applicable Taxes are based on the rates applicable to thebilling address you provide to us and will be calculated at the time atransaction is charged to your Account. Unless otherwise indicated, allprices, fees and other charges are in U.S. dollars and Euros, and all paymentsshall be in U.S. currency or Euros.
Our charges for subscription plans (monthly, annual, or other period, asapplicable from time to time) and fees for any additional Services are postedon the Site and may be changed from time to time. If you have signed up for aSuper Empleado subscription plan (each a, “Subscription Plan”) and any part ofa month, year, or other period is included in the Term, then payment will bedue for the full month, full year, or full other period, as applicable.Payments for monthly Subscription Plans are due for any month on the same orclosest date to the day you made your first monthly payment, and Payments foryearly Subscription Plans are due for any year on the same or closest date tothe day you made your first yearly payment. Please note that fees for certainServices may vary country by country and certain customers may have access todifferent billing and payment features, depending on when they created theiraccount with Super Empleado.
If you have signed up for a Subscription Plan or have opted to auto-refill youraccount with funds to pay for certain Services, you will provide us with validcredit card information and hereby authorize us to deduct the monthly, yearlyor other automatic charges against that credit card. You’ll replace theinformation for any credit card that expires with information for a valid one.Anyone using a credit card represents and warrants that they are authorized touse that credit card, and that any and all charges may be billed to that creditcard and won’t be rejected. If we’re unable to process your credit card order,we’ll try to contact you by email and will suspend your account until yourpayment can be processed.
We’ll give you a refund for all or a portion of a prepaid month or year, asapplicable, if we stop providing our Services to you for a reason that’s notlaid out in these Terms as determined by Super Empleado in its sole discretion.We may offer a refund to customers, if such customer applies for a refund basedon the requirements posted on the Site. You won’t be entitled to a refundfrom us under any other circumstances.
We may change our fees at any time by posting a new pricing structure toour Site and/or sending you a notification by email.
From time to time, we may offer trials of paid Services for a specified periodwithout payment or at a reduced rate (a “Trial”). We reserve the right todetermine eligibility for any Trial, which may vary based on factors including,but not limited to, the Services selected and how recently you redeemed aTrial. Certain limitations may also exist with respect to combining Trials withany other offers.
Each Trial provides access to the Services at the price advertised (if any) foran initial, introductory period (the “Trial Period”) beginning at the momentyou confirm your acceptance of the Trial by submitting valid payment detailsthat are accepted by us. By submitting your payment details you: (i) confirm your acceptance ofthe Trial and (ii) accept and agree to these Terms of Service. All informationcollected by us under any Trial will be processed and used in accordance withour Privacy Policy.
A Trial must be accepted before the applicable expiration dateadvertised, if any. Except where prohibited by law, we reserve the right tomodify, suspend, or terminate a Trial at any time and for any reason, in whichcase we will not honor subsequent Trial enrollments. The Trial Period shallcontinue for the period as advertised, subject to the previous sentence.
UNLESS YOU CANCEL A TRIAL BEFORE THE END OF THE TRIAL PERIOD, YOU WILLAUTOMATICALLY BECOME A RECURRING SUBSCRIBER TO THE SERVICES YOU CHOSE TO SIGNUP FOR UNDER THE TRIAL AND THE PAYMENT METHOD YOU PROVIDED WILL AUTOMATICALLYBE CHARGED THE THEN-CURRENT APPLICABLE PRICE. IF YOU CANCEL THE TRIAL DURINGTHE TRIAL PERIOD, YOU WILL LOSE ACCESS TO THE SERVICES. TO CANCEL, YOU MUST LOGINTO YOUR ACCOUNT AND FOLLOW THE PROMPTS ON THE ACCOUNT PAGE.
The Services may include certain features that enable you to sell goods,products, content, media and services (your “User Products”) through in-botpayments through your Account (such bot, the “Bot”).
You are solely responsible for the content of your communications with your endusers via the Services, any User Products you may provide through your use ofthe Services, any payments related activities, and any promotions and relatedcontent contained or referred to in your Bot or through your use of theServices, and compliance with any laws applicable thereto. We are merelyproviding the platform for you to manage your such activities. We are notinvolved in and disclaim any responsibility for your User Products, yourrelationship with and/or any transaction with any actual or potential end userof your User Products.
By using any of our payments features, you acknowledge, warrant and agree that:
You shall be solely and fully responsible forall taxes and fees of any nature associated with your payments activities,including any taxes related to the purchase or sale of the User Products, andto collect, report and remit the correct amounts to the appropriate authoritiesand/or inform your end users of such and provide them with a duly issuedinvoice as required by law;
You shall be responsible for and bear all costs of procuring and deliveringyour User Products, and for providing them in a safe and professional manner,consistent with industry standards;
You are solely responsible for any and all statements and promises you make andfor all assistance, warranty and support regarding the User Products, and shallprovide true contact information on your Bot for any questions, complaints orclaims; and You may not offer or sell any User Products, orprovide any information, content or material regarding User Products, which maybe deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive,which are prohibited for sale, distribution or use, or which otherwise fail tocomply with any applicable laws, including with respect to consumer rights,intellectual property or privacy rights, product safety, trade regulations andsanctions, support, maintenance and export. To the extent you operate onFacebook, Instagram, WhatsApp, Telegram and Stripe or PayPal, your User Productsand your use of such service must comply with all applicable policies of suchservices.
We may, at any time and at our sole discretion, suspend, disable access to orremove your Bot, Account and/or any User Products if any suspicious activity,content or products are detected or reported, whether or not incorporated,published with or made a part of your Bot at such time, without any liabilityto you or to any of your end users, including for any loss resulted therefrom.
You are solely responsible for verifying the identity of users and of theeligibility of a presented payment card used to purchase your User Products,products and services, and Super Empleado does not guarantee or assume anyliability for transactions attempted, authorized or completed with respect tothe purchase of any User Products or any other in-Bot transactions between youand a user. You are solely responsible for all reversed or charged backtransactions, regardless of the reason for, or timing of, the reversal orchargeback. Super Empleado may add or remove one or more types of cards as asupported payment card any time without prior notice to you.
You and you solely, are responsible for providing service to your customers forany and all issues related to your products and services, including but notlimited to issues arising from the processing of customers’ cards through theServices.
You are fully responsible for the security of data on your website or otherwisein your possession. You agree to comply with all applicable state and federallaws and rules in connection with your collection, security and disseminationof any personal, financial, card, or transaction information on your website.
11. Termination and Suspension
Unless otherwise agreed to in writing between you and Super Empleado, eitherparty may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using thefeatures on the Services to do so. After cancellation, you will no longerhave access to your Account, your profile or any other information through theServices. The provisions of these Terms of Service which by their intent ormeaning intended to survive such termination, including without limitation theprovisions relating to disclaimer of warranties, limitations of liability, andindemnification, shall survive any termination of these Terms of Service andany termination of your use of or subscription to the Services and shallcontinue to apply indefinitely.
We reserve the right to refuse the Services to anyone for any reason at anytime. Super Empleado may terminate or limit your right to use theServices in the event that we are investigating or believe that you havebreached any provision of this Agreement without any notice. If Super Empleadoterminates or limits your right to use the Services pursuant to this section,you are prohibited from registering and creating a new Account under your name,a fake or borrowed name, or the name of any third party, even if you may beacting on behalf of the third party.
Even after your right to use the Services is terminated or limited, thisAgreement will remain enforceable against you. Super Empleado reserves theright to take appropriate legal action, including but not limited to pursuing arbitrationin accordance with Section 19 of these Terms of Service.
Super Empleado reserves the right to modify or discontinue, temporarily orpermanently, all or any portion of the Services at its sole discretion. SuperEmpleado is not liable to you for any modification or discontinuance of all orany portion of the Services. Super Empleado has the right to restrict anyonefrom completing registration as a user if Super Empleado believes such personmay threaten the safety and integrity of the Services, or if, in SuperEmpleado’s discretion, such restriction is necessary to address any otherreasonable business concern.
Following the termination or cancellation of your Account (as defined below),we reserve the right to delete all your data, including any User GeneratedContent, in the normal course of operation. Your data cannot be recovered onceyour Account is terminated or canceled.
If there is no activity in your Account (which includes login activity,conversation activity, payment transactions or a planned broadcast) for atleast 18 months, consecutively, we will endeavor to notify you by email or byother means, but will not be liable for any failure to do so, and give you theoption of keeping your Account open. If you do not respond to our notice withinthirty days, we reserve the right to close your account and delete all yourdata.
You have one year to use any prepaid amount added to your Super Empleado walletbalance. Should such prepaid amount not be used within one year, we willnotify you of your unused balance by sending an email to the email addressassociated with your Account, and at our discretion, (i) we’ll refund thebalance, the method of such withdrawal shall be determined by us in our solediscretion, or (ii) we’ll provide you with a credit toward future purchases ofour Services. If you do not respond to our notice within thirty days, youforfeit your rights to use such balance, and such amount shall be deemedpayment for services.
12. Links to Third-Party Websites; Optional Third-Party Tools
The Services may contain links (such as hyperlinks) to third-party websites.Such links do not constitute endorsement by Super Empleado or association withthose websites, their content or their operators. Such links (including withoutlimitation external websites that are framed by the Services as well as anyadvertisements displayed in connection therewith) are provided as aninformation service, for reference and convenience only. Super Empleado doesnot control any such websites and is not responsible for their (i) availabilityor accuracy, or (ii) content, advertising, products, or services. It is yourresponsibility to evaluate the content and usefulness of the informationobtained from other websites. You acknowledge and agree that Super Empleado isnot involved in the creation or development of third-party websites anddisclaims any responsibility for third-party websites and cannot be liable forclaims arising out of or relating to third-party websites. Further, youacknowledge and agree that Super Empleado has no obligation to monitor, review,or remove links to third-party websites, but reserves the right to limit orremove links to third-party websites on the Services at its sole discretion.
The use of any website controlled, owned or operated by third parties isgoverned by the terms and conditions of use and privacy policies for thosewebsites. You access such third-party websites at your own risk. Super Empleadoexpressly disclaims any liability arising in connection with your use and/orviewing of any websites or other material associated with links that may appearon the Services. You hereby agree to hold Super Empleado harmless from anyliability that may result from the use of links that may appear on theServices.
As part of the functionality of the Services, you may link your Account withonline accounts you may have with third-party service providers, such asFacebook, Instagram, WhatsApp and Telegram (each such account, a “Third-PartyAccount”), by either: (i) providing your Third-Party Account login informationthrough the Services; or (ii) allowing Super Empleado to access yourThird-Party Account, as is permitted under the applicable terms and conditionsthat govern your use of each Third-Party Account. You represent that you areentitled to disclose your Third-Party Account login information to SuperEmpleado and/or grant Super Empleado access to your Third-Party Account(including, but not limited to, for use for the purposes described herein),without breach by you of any of the terms and conditions that govern your useof the applicable Third-Party Account and without obligating Super Empleado topay any fees or making Super Empleado subject to any usage limitations imposedby such third-party service providers. By granting Super Empleado access to anyThird-Party Accounts, you understand that (1) Super Empleado may access, makeavailable and store (if applicable) any content that you have provided to andstored in your Third-Party Account (the “SNS Content”) so that it is availableon and through the Services via your Account, and (2) Super Empleado may submitand receive additional information to your Third-Party Account to the extentyou are notified of this when you link your Account with the Third-PartyAccount. Unless otherwise specified in these Terms of Service, all SNS Content,if any, shall be considered to be User Generated Content. Depending on theThird-Party Accounts you choose, and subject to the privacy settings that youhave set in such Third-Party Accounts, personally identifiable information thatyou post to your Third-Party Accounts may be available on and through yourAccount on the Services. Please note that if a Third-Party Account orassociated service becomes unavailable or Super Empleado’s access to such Third-PartyAccount is terminated by the third-party service provider, then SNS Content mayno longer be available on and through the Services. You will have the abilityto disable the connection between your Account on the Services and yourThird-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOURRELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTYACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTYPROVIDERS. Super Empleado makes no effort to review any SNS Content for anypurpose, including but not limited to, for accuracy, legality, ornon-infringement, and Super Empleado is not responsible for any SNS Content.
We may provide you with access to third-party tools (“Third-Party Tools”) whichwe do not monitor and over which we have no control or input. You acknowledgeand agree that we provide access to such tools on an “as-is” and “as-available”basis without any warranties, representations or conditions of any kind andwithout any endorsement. We shall have no liability whatsoever arising from orrelating to your use of Third-Party Tools. Any use by you of Third-Party Toolsoffered through the Services is entirely at your own risk and discretion, andyou should ensure that you are familiar with and approve of the terms on whichtools are provided by the relevant third-party provider.
13. Optional Super Empleado-Provided Tools
We may provide you with access to Super Empleado tools and the Super EmpleadoDeveloper Program (collectively, such tools and program, the “Super EmpleadoDev Program”), including application program interfaces, to allow you to buildupon and further enhance the Services as described in these Terms of Service.
Subject to these Terms of Service, we grant you a non-exclusive, non-transferable,revocable right, without the right of sublicense, to access, and use the SuperEmpleado Dev Program for the limited purpose of creating software modules,templates, connected services and/or similar functions (the “IntegrationProducts”) necessary to integrate your software applications, websites, websiteassets, products and/or services (collectively, your “Application”) into theServices (such uses, the “Permitted Uses”). We set and enforce limits onyour use of the Super Empleado Dev Program at our sole discretion and maychange the Permitted Uses and limitations any time by revising these Terms ofService. You will not (i) decompile, decipher, disassemble, modify,prepare derivative works of, reverse engineer or recreate the Super EmpleadoDev Program or the Services, (ii) upload any data or information that isunlawful, harmful, threatening, abusive, harassing, tortious, obscene, invasiveof another’s privacy or right of publicity, hateful or racially, ethnically orotherwise objectionable; (iii) infringe the intellectual property rights of anythird party, (iv) interfere with or disrupt Super Empleado’s software, thesystem used to host the Services or disobey any requirements, procedures,policies or regulations of networks connected to the Services, (v) engage inany deceptive, misleading, illegal or unethical activities, or activities thatotherwise may be detrimental to the Super Empleado Dev Program, the Services,us, our customers or the public, (vi) cache or store any Super Empleado data orcontent other than for reasonable periods in order to provide your Applicationand/or Integration Products to Super Empleado customers, (vii) aggregateretrieved Super Empleado content or data with third-party content in such a waythat a customer cannot attribute such content to us or (viii) remove, obscureor alter Super Empleado’s copyright notices, trademarks or other proprietaryrights notices on the Services. Further, you will comply with allapplicable laws, rules and regulations, including any applicable data import,export and protection legislation and privacy laws, and your Applicationsand/or Integration Products must include a prominently identified privacypolicy that addresses what information you collect and how it will be stored,processed, protected and used. You must obtain express permission fromeach user before you access their Super Empleado account, and you will onlyaccess such user’s data to the extent permitted by such user, your privacypolicy and applicable law.
You hereby grant to us a perpetual, irrevocable, worldwide, sublicensable,non-exclusive, non-transferable, royalty-free license and right to use, copy,modify and distribute your Applications and Integration Products. Youshall retain ownership of your Applications and Integration Products. Byusing the Super Empleado Dev Program you do not acquire ownership of any rightsin the Super Empleado Dev Program, Super Empleado’s data or content or theServices.
We reserve the right, with or without notice and for any reason, to (i) ceaseproviding, alter, modify or disable the Super Empleado Dev Program or providenew tools and related services, (ii) charge fees for access or use of the SuperEmpleado Dev Program, (iii) provide or cease providing support for the SuperEmpleado Dev Program, (iv) deactivate or remove your access to the SuperEmpleado Dev Program, (v) accept, reject, suspend or remove your IntegrationProducts and Applications from the Services for any reason, (vi) make yourApplications and Integration Products publicly available or private inaccordance with our Review Process outlined atsupport.SuperEmpleado.Com/support/home, and (vii) independently developproducts or services that may compete with your Applications and/or IntegrationProducts or other products and services. You agree that Super Empleadomay monitor and audit your use of the Super Empleado Dev Program to ensurecompliance with these Terms of Service. You will assist us with suchmonitoring and/or auditing by providing us with information on yourApplications and/or Integration Products and data and security practices.
You acknowledge and agree that we provide access to the Super Empleado DevProgram “as-is” and “as-available” without any warranties, representations orconditions of any kind and without any endorsement. We shall have no liabilitywhatsoever arising from or relating to your use of the Super Empleado DevProgram. You acknowledge and agree to comply with the documentation andresources published from time to time by Super Empleado regarding the use ofthe Super Empleado Dev Program.
You agree to keep confidential and not disclose, divulge or use for any purposeand will protect to the same degree as it protects its own confidentialinformation any confidential information obtained from us with respect to theSuper Empleado Dev Program or in connection with your use of the Services andSuper Empleado Dev Program.
14. Ownership and Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML,look and feel, photographs, music, sounds, images, software, videos, designs,trademarks, logos, typefaces and other content (collectively “ProprietaryMaterial”) that users see or read through the Services is owned by SuperEmpleado, excluding User Generated Content , which users hereby grant SuperEmpleado a non-exclusive license to use. Proprietary Material is protected inall forms, media and technologies now known or hereinafter developed. SuperEmpleado owns all Proprietary Material, as well as the coordination, selection,arrangement and enhancement of such Proprietary Materials as a Collective Workunder the United States Copyright Act, as amended. The Proprietary Material isprotected by the domestic and international laws governing copyright, patents,and other proprietary rights. You may not copy, download, use, redesign,reconfigure, or retransmit anything from the Services without Super Empleado’sexpress prior written consent and, if applicable, the holder of the rights tothe User Generated Content.
Any use of such Proprietary Material, other than as permitted therein, isexpressly prohibited without the prior permission of Super Empleado and, ifapplicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of Super Empleado, including withoutlimitation Super Empleado and Super Empleado logos, are service marks owned bySuper Empleado. Any other trademarks, service marks, logos and/or trade namesappearing via the Services are the property of their respective owners. You maynot copy or use any of these marks, logos or trade names without the expressprior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas,or feedback about the Services, including without limitation about how toimprove our services or our products (“Feedback”). By submitting any Feedback,you agree that your disclosure is gratuitous, unsolicited, and withoutrestriction and will not place Super Empleado under any fiduciary or otherobligation, and that we are free to use the Feedback without any additionalcompensation to you, and/or to disclose the Feedback on a non-confidentialbasis or otherwise to anyone. You further acknowledge that, by acceptance ofyour submission, Super Empleado does not waive any rights to use similar orrelated Feedback previously known to Super Empleado, developed by itsemployees, or obtained from sources other than you. You acknowledge that allemail and other correspondence that you submit to us shall become our sole andexclusive property.
Subject to the terms and conditions hereof, you are hereby granted a limited,nonexclusive, nontransferable, freely revocable, license to access and use theServices. We may terminate this license at any time for any reason or noreason. The Services and all materials therein or transferred thereby,including, without limitation, software, images, text, graphics, illustrations,logos, patents, trademarks, service marks, reports generated by the Services,and copyrights (the “Super Empleado Content”), and all Intellectual PropertyRights (as defined below) related thereto, are the exclusive property of SuperEmpleado or, as applicable, its licensors. Except as explicitly providedherein, nothing in this Agreement shall be deemed to create a license in orunder any such Intellectual Property Rights, and you agree not to sell,license, rent, modify, publicly distribute, publicly transmit, publiclydisplay, publicly perform, publish, adapt, edit or create derivative works fromany materials or content accessible on the Services. Use of the Super EmpleadoContent or materials on the Services for any purpose not expressly permitted bythis Agreement is strictly prohibited. For the purposes of this Agreement, “IntellectualProperty Rights” means all patent rights, copyright rights, mask work rights,moral rights, rights of publicity, trademark, trade dress and service markrights, goodwill, trade secret rights and other intellectual property rights asmay now exist or hereafter come into existence, and all applications thereforeand registrations, renewals and extensions thereof, under the laws of anystate, country, territory or other jurisdiction.
Your use of the Services and the relating licenses granted hereunder are alsoconditioned upon your strict adherence to the letter and spirit of the variousapplicable guidelines and any end user licenses associated with your use of theApp. Super Empleado may modify such guidelines in its sole discretion at anytime. Super Empleado reserves the right to terminate your Account and access tothe Services if it determines that you have violated any such applicableguidelines.
16. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable,special and unique asset of Super Empleado and agree that you will notdisclose, transfer, use (or seek to induce others to disclose, transfer or use)any Confidential Information for any purpose other than using the Services inaccordance with these Terms of Service. If relevant, you may disclose theConfidential Information to your authorized employees and agents provided thatthey are also bound to maintain the confidentiality of ConfidentialInformation. You shall promptly notify Super Empleado in writing of anycircumstances that may constitute unauthorized disclosure, transfer, or use ofConfidential Information. You shall use best efforts to protect ConfidentialInformation from unauthorized disclosure, transfer or use. You shall return alloriginals and any copies of any and all materials containing ConfidentialInformation to Super Empleado upon termination of this Agreement for any reasonwhatsoever.
The term “Confidential Information” shall mean any and all of Super Empleado’strade secrets, confidential and proprietary information, and all otherinformation and data of Super Empleado that is not generally known to thepublic or other third parties who could derive value, economic or otherwise,from its use or disclosure. Confidential Information shall be deemed to includetechnical data, know-how, research, product plans, products, services,customers, markets, software, developments, inventions, processes, formulas,technology, designs, drawings, engineering, hardware configuration information,marketing, finances, strategic and other proprietary and confidentialinformation relating to Super Empleado or Super Empleado’s business, operationsor properties, including information about Super Empleado’s staff, users orpartners, or other business information disclosed directly or indirectly inwriting, orally or by drawings or observation.
17. Disclaimer of Warranties
THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES ORCONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITEDTO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. Super Empleado MAKES NO WARRANTIES ORREPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY ORCOMPLETENESS OF THE SERVICES, ANY CONTENT PROVIDED BY OR TRANSMITTED VIA THESERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES, AND ASSUMES NOLIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) BUGS,ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTYDAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THESERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALLPERSONAL INFORMATION, BUSINESS INFORMATION AND/OR FINANCIAL INFORMATION STOREDTHEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
UNDER NO CIRCUMSTANCES WILL Super Empleado AND AFFILIATES OR THEIR CORPORATEPARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS ORLICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL,CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOTLIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION,COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHERCONTENT MAINTAINED OR TRANSMITTED BY Super Empleado, OR THE COST OF SUBSTITUTEPRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TOUSE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIRENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT SuperEmpleado AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, INNO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT,STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BYYOU TO Super Empleado DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSEOR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
18. Indemnification
You hereby agree to indemnify, defend, and hold harmless Super Empleado and itsofficers, directors, employees, agents, attorneys, insurers, successors andassigns (the “Indemnified Parties”) from and against any and all Liabilitiesincurred in connection with (i) your use or inability to use the Services, (ii)your breach or violation of this Agreement; (iii) your violation of any law, orthe rights of any user or third party; and (iv) any content submitted by you orusing your Account to the Services, including, but not limited to the extentsuch content may infringe on the intellectual rights of a third party orotherwise be illegal or unlawful. You also agree to indemnify the IndemnifiedParties for any Liabilities resulting from your use of software robots,spiders, crawlers, or similar data gathering and extraction tools, or any otheraction you take that imposes an unreasonable burden or loan on our infrastructure.Super Empleado reserves the right, in its own sole discretion, to assume theexclusive defense and control at its own expense of any matter otherwisesubject to your indemnification. You will not, in any event, settle any claimor matter without the prior written consent of Super Empleado.
19. Dispute Resolution – Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS ANDGOVERNS HOW YOU AND Super Empleado CAN BRING CLAIMS AGAINST EACH OTHER. THISSECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Super Empleado TO SUBMITCLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUALBASIS.
You agree that, in the event any dispute or claim arises out of orrelating to your use of the Services, you will contact us by submitting yourdispute or claim via www.SuperEmpleado.Com/support, and you and Super Empleadowill attempt in good faith to negotiate a written resolution of the matterdirectly. You agree that if the matter remains unresolved for 30 days afternotification (via certified mail or personal delivery), such matter will bedeemed a “Dispute” as defined below. Except for the right to seekinjunctive or other equitable relief described under the “Binding Arbitration”section below, should you file any arbitration claims, or any administrative orlegal actions without first having attempted to resolve the matter bymediation, then you agree that you will not be entitled to recover attorneys'fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Super Empleado agree that any dispute, claim orcontroversy arising out of or relating to this Agreement or to your use of theServices (collectively “Disputes”) will be settled by binding arbitration,except that each party retains the right to seek injunctive or other equitablerelief in a court of competent jurisdiction to prevent the actual or threatenedinfringement, misappropriation, or violation of a party’s copyrights,trademarks, trade secrets, patents, or other intellectual property rights. Thismeans that you and Super Empleado both agree to waive the right to a trial byjury. Notwithstanding the foregoing, you may bring a claim against SuperEmpleado in “small claims” court, instead of by arbitration, but only if theclaim is eligible under the rules of the small claims court and is brought inan individual, non-class, and non-representative basis, and only for so long asit remains in the small claims court and in an individual, non-class, andnon-representative basis.
Class Action Waiver. You and Super Empleado agree that any proceedings toresolve Disputes will be conducted on an individual basis and not in a class,consolidated, or representative action. This means that you and Super Empleadoboth agree to waive the right to participate as a plaintiff as a class memberin any class action proceeding. Further, unless you and Super Empleado agreeotherwise in writing, the arbitrator in any Dispute may not consolidate morethan one person’s claims and may not preside over any form of class actionproceeding.
Arbitration Administration and Rules. The arbitration will be administered bythe American Arbitration Association (“AAA”) in accordance with the CommercialArbitration Rules and the Supplementary Procedures for Consumer RelatedDisputes (the “AAA Rules”) then in effect, except as modified by this “DisputeResolution’ section. (The AAA Rules are available at www.adr.org or by callingthe AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration mustprovide the other party with a written Demand for Arbitration as specified inthe AAA Rules. The arbitrator will be either a retired judge or an attorneylicensed to practice law in the state of California and will be selected by theparties from the AAA’s roster of arbitrators with relevant experience. If theparties are unable to agree upon an arbitrator within seven days of delivery ofthe Demand for Arbitration, then the AAA will appoint the arbitrator inaccordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Super Empleado agreeotherwise, the seat of the arbitration shall be in Los Angeles, California. Ifyour claim does not exceed USD$10,000, then the arbitration will be conductedsolely on the basis of documents you and Super Empleado submit to thearbitrator, unless you request a hearing, and the arbitrator then determinesthat a hearing is necessary. If your claim exceeds USD$10,000, your right to ahearing will be determined by AAA Rules. Subject to AAA Rules, the arbitratorwill have the discretion to direct a reasonable exchange of information by theparties, consistent with the expedited nature of the arbitration. Hearings maybe conducted by telephone or video conference, if requested and agreed to bythe parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply Californialaw consistent with the Federal Arbitration Act and applicable statutes oflimitations, and shall honor claims of privilege recognized by law. Thearbitrator will render an award within the timeframe specified in the AAARules. Judgment on the arbitration may be entered in any court havingjurisdiction thereof. Any award of damages by an arbitrator must be consistentwith the “Disclaimer of Warranties” section above. The arbitrator may awarddeclaratory or injunctive relief in favor of the claimant only to the extentnecessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrativeand arbitrator fees will depend on the circumstances of the arbitration and areset forth in the AAA Rules.
20. Governing Law
Except as provided in Section 14 or expressly provided in writing otherwise,this Agreement and your use of the Services will be governed by, and will beconstrued under, the laws of the State of California, without regard to choiceof law principles. This choice of law provision is only intended to specify theuse of California law to interpret this Agreement.
21. No Agency; No Employment
No agency, partnership, joint venture, employer-employee orfranchiser-franchisee relationship is intended or created by this Agreement.
22. General Provisions
Failure by Super Empleado to enforce any provision of this Agreement will notbe construed as a waiver of any provision or right. This Agreement constitutesthe complete and exclusive agreement between you and Super Empleado with respectto its subject matter and supersedes and governs any and all prior agreementsor communications. The provisions of this Agreement are intended to beinterpreted in a manner which makes them valid, legal, and enforceable. Exceptfor the “Class Action Waiver” in Section 19, in the event any provision isfound to be partially or wholly invalid, illegal or unenforceable, (i) suchprovision shall be modified or restructured to the extent and in the mannernecessary to render it valid, legal, and enforceable or, (ii) if such provisioncannot be so modified or restructured, it shall be excised from the Agreementwithout affecting the validity, legality or enforceability of any of theremaining provisions. This Agreement may not be assigned or transferred by youwithout our prior written approval. We may assign or transfer this Agreementwithout your consent, including but not limited to assignments: (1) to a parentor subsidiary, (2) to an acquirer of assets, or (3) to any other successor oracquirer. Any assignment in violation of this section shall be null and void.This Agreement will inure to the benefit of Super Empleado, its successors andassigns.
23. Changes to this Agreement and the Services
Super Empleado reserves the right, at its sole and absolute discretion, tochange, modify, add to, supplement, suspend, discontinue, or delete any of theterms and conditions of this Agreement (including these Terms of Service andPrivacy Policy) and review, improve, modify or discontinue, temporarily orpermanently, the Services or any content or information through the Services atany time, effective with or without prior notice and without any liability toSuper Empleado. Super Empleado will endeavor to notify you of material changesby email but will not be liable for any failure to do so. If any future changesto this Agreement are unacceptable to you or cause you to no longer be incompliance with this Agreement, you must terminate, and immediately stop using,the Services. Your continued use of the Services following any revision to thisAgreement constitutes your complete and irrevocable acceptance of any and allsuch changes. Super Empleado may also impose limits on certain features orrestrict your access to part or all of the Services without notice or liability.
24. No Rights of Third Parties
None of the terms of this Agreement are enforceable by any persons who are nota party to this Agreement.
25. Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures and othercommunications (collectively, “Notices”) to which this Agreement referselectronically, including without limitation by e-mail or by posting Notices onthis Site. You agree that all Notices that we provide to you electronicallysatisfy any legal requirement that such communications be in writing. Unlessotherwise specified in this Agreement, all notices under this Agreement will bein writing and will be deemed to have been duly given when received, ifpersonally delivered or sent by certified or registered mail, return receiptrequested; when receipt is electronically confirmed, if transmitted byfacsimile or email; or the day after it is sent, if sent for next day deliveryby a recognized overnight delivery service.
26. Contacting Us
If you have any questions about these Terms of Service or about the Services,please contact us by submitting your question via www.SuperEmpleado.Com
