Superfiliate terms of service
Last Updated: 06/22/2022
Please read these Terms of Service (the “Terms”) and our Privacy Notice (https://www.superfiliate.com/legal/
privacy ) (“Privacy Notice”) carefully because they govern your use of the website located at https://www.superfiliate.com/ (the “Site”) and the related affiliate marketing services for Brands and Creators (each as defined below) offered by Superfiliate, Inc. (“Superfiliate”). To make these Terms easier to read, the Site and our services are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SUPERFILIATE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION FOR INDIVIDUALS” AND SECTION 17 “DISPUTE RESOLUTION FOR ENTITIES” BELOW FOR DETAILS REGARDING ARBITRATION.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
Privacy Notice. Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share personal information.
Changes to these Terms or the Services. We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services?
- Overview of the Services. Superfiliate provides e-commerce merchants (“Brands”) with an affiliate marketing platform which allows Brands to work with select creators, influencers, and other third parties (“Creators”) to help the Creator promote the Brand’s products and services. Superfiliate and the Services act only as an intermediary to facilitate – and not to direct or control – any partnerships, communications, and transactions among the Brands and Creators. The Brand and Creator relationship, including any compensation obligations the Brand may have to a Creator, is governed by a separate agreement between the Brand and its applicable Creator(s). Superfiliate is not a party to any relationship or separate agreement entered into between or among the Brands and Creators and Superfiliate disclaims any and all liability relating to any such agreement.
- Use of the Services. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Superfiliate, and not otherwise barred from using the Services under applicable law. Notwithstanding the foregoing, Brands determine which third parties are eligible to be Brand Creators. If a Brand informs Superfiliate that a third party is no longer eligible to be a Creator, Superfiliate may suspend or terminate such party’s access to and use of the Services, including suspending access to or terminating such party’s account, at our sole discretion, at any time and without notice to such party.
- Account Registration. For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
- Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by your employees or contractors who have been designated and authorized by you to be granted such access (each an “Authorized User”) for the sole purpose of performing their job functions for you. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. The account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Superfiliate, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
- Compliance with Applicable Laws. You will comply with applicable laws.
- Advertising Guidelines. The Services may provide you with opportunities to advertise Brands through affiliate links, referral links, and microsites. When you post this information, you agree to comply with applicable advertising laws, the FTC’s Endorsement Guides, social media advertising guidelines, and any other advertising or content guidelines that are applicable on the platforms where you advertise.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
- Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Superfiliate does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Superfiliate a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
- Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Superfiliate on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Superfiliate’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
Fees and Payment.
- Payment Obligations. Each Brand is required to pay Superfiliate a subscription fee (“Subscription”), and a transaction fee for each Covered Transaction, and the Brand agrees to pay such fees. A “Covered Transaction” is (i) a transaction processed by or on behalf of the Brand which is referred from a Creator’s Superfiliate microsite; or (ii) a transaction processed by or on behalf of the Brand where such transaction is processed with a Creator promotional code provided by Superfiliate.
- General. Whether you purchase a Subscription or pay us Covered Transaction Fees (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Superfiliate may suspend Services until all payments are made in full. You will reimburse Superfiliate for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
- Subscriptions. If you purchase a Subscription, you will be charged the annual or monthly Subscription fee (as applicable), plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year or month thereafter (as applicable), at the then-current Subscription Fee. Your Subscription continues until canceled by you or Superfiliate terminates your access to or use of the Services or the Subscription in accordance with these Terms. In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as Superfiliate deems appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date.
- Covered Transaction Fees. Brand will pay Superfiliate a transaction fee between 0-10% of the gross Covered Transaction amount (excluding shipping and taxes) for each Covered Transaction (“Covered Transaction Fee”). The Covered Transaction Fee is non-refundable including in situations where a Brand customer returns or refunds a Brand’s product or service purchased under the Covered Transaction. The exact transaction fee will be agreed upon between the Brand and Superfiliate.
- Canceling Subscription. You may cancel your Subscription at any time but please note that such cancellation will only be effective at the end of the then-current Subscription period. Unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can email Superfiliate at firstname.lastname@example.org and follow any instructions, if any, Superfiliate provides to you in response to your cancellation request. You will be responsible for all Subscription Fees and Covered Transaction Fees incurred for the then-current Subscription period.
General Prohibitions and Superfiliate’s Enforcement Rights. You will not, and will ensure your Authorized Users will not, do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use the Services for deceptive or fraudulent purposes;
- Use, display, mirror or frame the Services or any individual element within the Services, Superfiliate’s name, any Superfiliate trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Superfiliate’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Superfiliate’s computer systems, or the technical delivery systems of Superfiliate’s providers;
- Attempt to probe, scan or test the vulnerability of any Superfiliate system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Superfiliate or any of Superfiliate’s providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Superfiliate or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Superfiliate trademark, logo URL or product name without Superfiliate’s express written consent;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Use the Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with Superfiliate or the Services;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Superfiliate is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy. Superfiliate respects copyright law and expects its users to do the same. It is Superfiliate’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Superfiliate’s Copyright and IP Policy at https://www.superfiliate.com/
legal/copyright for further information.
Links to Third Party Websites or Resources; Third-Party Services.
- Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
- Third-Party Services. Certain features and functionalities within the Services may allow you and your Authorized Users to interface or interact with, access and/or use compatible third- party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Superfiliate does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you and your Authorized Users to use the Third-Party Services in connection with the Services.
Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at email@example.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(b), 6(c), 6(e), 7, 8, 11, 12, 13, 14, 15, 16, 17, and 18.
Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
Indemnity. You will indemnify and hold Superfiliate and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
Limitation of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUPERFILIATE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUPERFILIATE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPERFILIATE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SUPERFILIATE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SUPERFILIATE, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPERFILIATE AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution for Individuals” or Section 17 “Dispute Resolution for Entities” (as applicable), the exclusive jurisdiction for all Disputes (defined below) that you and Superfiliate are not required to arbitrate will be the state and federal courts located in Los Angeles, California, and you and Superfiliate each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution for Individuals. If you are an individual who uses the Services for yourself and not on behalf of an organization or entity, disputes with Superfiliate shall be resolved as set forth in this Section 16.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Superfiliate agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Superfiliate are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Consumer Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Consumer Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
The arbitration will be conducted using remote conferencing technology (e.g., by videoconference), in person in Los Angeles, California, United States or at some other location that we both agree to. Disputes that meet the requirements for desk arbitrations as set forth in the AAA Consumer Rules, may be resolved by the submission of documents only, as set forth in the AAA Consumer Rules, unless the Arbitrator decides that a hearing is necessary. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND SUPERFILIATE 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively accordingly to the process set forth in Section 16, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
- Reservation of Rights. Superfiliate and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Superfiliate and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Superfiliate and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Superfiliate’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Superfiliate may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by Superfiliate under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. Superfiliate’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Superfiliate. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Superfiliate at [firstname.lastname@example.org, 859-537-7060, 809 Brooks Ave Venice, CA 90291]