Effective as of November 25, 2025
WELCOME TO SUPERFRAME! PLEASE READ THIS TERMS AND CONDITIONS AGREEMENT (THE “TERMS AND CONDITIONS”) CAREFULLY. THE TEXT BOXES AT THE BEGINNING OF EACH SECTION BRIEFLY SUMMARIZE THE SECTION. THE TEXT BOXES ARE PROVIDED FOR YOUR CONVENIENCE ONLY, BUT IT IS YOUR RESPONSIBILITY TO READ THE ENTIRE TERMS OF USE.
THESE TERMS and conditions ARE ENTERED INTO BETWEEN superframe, INC., (“superframe”) AND THE INDIVIDUAL OR ENTITY WHO HAS BEEN NAMED AS THE ENTERPRISE CUSTOMER UPON REGISTRATION OF AN ACCOUNT ONLINE AT SUPERFRAME.COM (“cUSTOMER”), AND GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE SERVICES ORDERED THROUGH THE SUPERFRAME WEBSITE. THESE TERMS AND CONDITIONS (TOGETHER WITH ANY dpa, AND ATTACHED EXHIBITS OR SCHEDULES) CONSTITUTE THE COMPLETE UNDERSTANDING BETWEEN THE PARTIES ON THE SUBJECT MATTER HEREIN (“aGREEMENT”) AND IS EFFECTIVE UPON CUSTOMER’S INITIAL ACCESS TO AND USE OF THE SUPERFRAME SERVICE (“eFFECTIVE DATE”). By accessing or using the SUPERFRAME SERVICE or agreeing to these Terms (including via clickthrough acceptance), Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. For individuals who are registering an account on behalf of a Customer, you represent and warrant that you have all right, permission, and authority necessary to enter into this Agreement on behalf of the Customer and to bind Customer to the terms of this Agreement, and to provision access to other Users in accordance with the Terms hereof. the term “customer” refers to the individual or legal entity, as applicable, identified as the user when registering an account. If Customer does not accept these Terms, Customer is not authorized to access or use the SUPERFRAME Service.
SECTION 11 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
Please note that these Terms are subject to change by Superframe in its discretion at any time. When changes are made to these Terms, SUPERFRAME will make a copy of the updated Terms available to Customer via email or at the Superframe website and update the “Last Updated” date at the top of these Terms. If Superframe makes material changes to these Terms, Superframe will provide written notice of such material changes and attempt to notify Customer by sending an email notice to Customer. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms, or (b) Customer’s consent to and acceptance of the updated Terms if Superframe provides a mechanism for Customer’s immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Superframe may require before further access to and use of the Superframe Service is permitted.
Provision of Superframe Service
SUPERFRAME WILL PROVIDE CUSTOMER WITH ACCESS TO THE SUPERFRAME SERVICE, WHICH MAY ONLY BE USED FOR ITS OWN PERSONAL OR INTERNAL BUSINESS PURPOSES.
1.1 Subscription to the Superframe Service. Subject to the terms and conditions of the Agreement, Superframe hereby grants to Customer a non-sublicensable, non-transferable (except as provided in Section 12.2), non-exclusive right to access and use the online service delivered by Superframe to Customer designed to ingest data related to go-to-market processes from a variety of Connected Services and organize and display such data (the “Superframe Service”) solely for Customer’s own personal or internal business purposes, as applicable. Customer acknowledges and agrees that Superframe has the exclusive right to decide how to develop the Superframe Service or any part thereof. Superframe may, in its sole discretion, remove or add features to the Superframe Service at any time without any claims to compensation or any other remedies by Customer. Superframe expressly disclaims all liability and responsibility for the performance of any external hardware, telecommunications services, software, or internet service, or for the performance or availability of the internet itself.
1.2 Technical Support. Subject to the terms of the Agreement, Superframe shall use commercially reasonable efforts designed to (a) maintain the availability and security of the Superframe Service; and (b) provide chat within the Superframe Service and/or email support at support@superframe.com, excluding federal holidays.
1.3 Artificial Intelligence Features. Superframe may leverage certain artificial intelligence tools in connection with the provision of the Services (collectively, the “AI Features”). Certain AI Features may leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Services”) to generate notifications, results, records or other outputs created or provided by the Superframe Service (collectively, the “Output”) in response to the Customer’s inputs, which may include the Connected Account Data and any of Customer’s prompts (“Inputs”). Superframe does not make any representations with respect to any Output provided in connection therewith. Superframe is not responsible for any Output generated thereby and Customer uses such Output at its own risk. As between the parties, each of the Inputs and Outputs are considered “Customer Content” for the purposes of the Agreement, provided that such Inputs may be provided to Third-Party Services in order for Customer to access the AI Features. Further, Customer acknowledges that the same or similar Outputs may be generated by the AI Features for Superframe’s other customers, based on inputs provided by such other customers. CUSTOMER AND NOT SUPERFRAME, SHALL BE SOLELY RESPONSIBLE FOR ITS AND ITS USERS’ USE OF THESE FUNCTIONS, INCLUDING ANY USE OF THE RESULTS OF ANY INPUTS OR OUTPUTS AND DECISIONS MADE OR ACTIONS TAKEN BASED ON ANY SUCH OUTPUTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY CONDUCT CUSTOMER ENGAGES IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI FEATURES OR ANY OUTPUTS RECEIVED THEREFROM THAT ARE MADE AVAILABLE THROUGH SUPERFRAME OR the THIRD-PARTY SERVICES IS AT CUSTOMER’S OWN RISK. CUSTOMER AGREES THAT SUPERFRAME WILL NOT BE HELD LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE AI FEATURES OR OTHER SERVICES PROVIDING INACCURATE INFORMATION TO CUSTOMER OR ANY USER.
1.4 Responsible Use of AI Features. Customer shall use the AI Features solely for business-related activities that align with the intended functionality of the Superframe Service. Customer shall comply with all obligations and commitments in the Agreement with respect to Customer Content in connection with Customer’s use of the AI Features. Customer is solely responsible for the Inputs, its Outputs and its use thereof. Without limiting the disclaimers in Section Error! Reference source not found. below, Customer is responsible for reviewing any Output prior to its use and exercising its own business and legal judgement as to its suitability for use. Without limiting the foregoing and Customer’s representations and warranties under the Agreement, Customer shall not use any Inputs or Output that: (a) infringe or misappropriates any third party’s intellectual property rights or other proprietary rights; or (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal. Superframe reserves the right to suspend or terminate Customer’s or any User’s access to the Superframe Service for any failure by Customer or a User to comply with this Section. In addition to the foregoing, Customer’s obligations under the Agreement with respect to use of the Services, its representations and warranties and indemnification obligations, shall apply in full with respect to Customer’s use of the AI Features. Customer acknowledges and agrees that, notwithstanding the automated suggestions provided by the AI Features, it remains solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.
Onboarding and Connected Services
CUSTOMER WILL HAVE THE ABILITY TO CONNECT CUSTOMER’S SUPERFRAME ACCOUNT TO CERTAIN BUSINESS SYSTEMS, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS ALL RIGHTS AND AUTHORITY NECESSARY TO DO SO.
2.1 Connected Services. In order to access some features and functions of the Superframe Service, Customer may be required to link certain third-party platforms connected to, or integrated with, the Superframe Service by or on behalf of Customer (“Connected Services”) to the Superframe Service. By granting Superframe access to any Connected Service, (a) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith (if applicable) and/or to grant Superframe access to such Connected Services, (b) Customer represents and warrants that it is in good standing with respect to such Connected Services, and (c) Customer acknowledges that Superframe may access any data collected from, or provided by, any Connected Service (“Connected Service Data”) so that it may be used in accordance with the terms of the Agreement. Customer further acknowledges and agrees that each Connected Service, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Service. While Superframe will use commercially reasonable efforts designed to maintain the functionality of any integrations, including integrations to Connected Services, Superframe will have no liability for any bugs contained therein, or the unavailability of any integration or Connected Service, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Service.
2.2 Integrating Connected Services. Customer acknowledges and agrees that in order to properly onboard to the Superframe Service and make full use of the features and functions of the Superframe Service, Customer will need to integrate or connect to Connected Services with the Superframe Service. The Superframe Service has certain prebuilt integrations readily available.
Customer's Use of the Superframe Service
CUSTOMER MUST DESIGNATE AN ADMINISTRATOR TO SERVE AS THE PRIMARY POINT OF CONTACT WITH SUPERFRAME. SUCH ADMINISTRATOR MUST HAVE THE RIGHT AND AUTHORITY NECESSARY TO BIND THE CUSTOMER.
SUPERFRAME IMPOSES LIMITATIONS ON CUSTOMER’S USE OF THE SUPERFRAME SERVICE AND MAY UPDATE THE RESTRICTIONS FROM TIME TO TIME. FURTHER, CUSTOMER IS SUBJECT TO CERTAIN RESTRICTIONS IN ITS USE OF THE SUPERFRAME SERVICE. PLEASE REVIEW THEM CAREFULLY PRIOR TO ACCESSING AND USING THE SUPERFRAME SERVICE.
3.1 Account Registration. In order to access the Superframe Service, Customer will be required to register an account with Superframe. The first individual to sign up on behalf of an enterprise will be the responsible party for communication with Superframe and adding or removing Users or assigning other Users to have administrative permissions (the “Administrator”). Customer represents and warrants that the Administrator has the authority to bind Customer. Customer may change the Administrator by giving notice to Superframe. Each of Customer’s personnel or representatives (each, a “User”) will be provided access to and use of the Superframe Service through confidential account credentials. Customer will be responsible for all uses of its User accounts, including any acts or omissions of any Users in their access to and use of the Superframe Service. Customer will ensure that all Users comply with the terms of the Agreement (and any breach by a User of the terms of this Agreement will constitute a breach by Customer of this Agreement) and will promptly notify Superframe of any unauthorized use or access to its account. User seats may not be shared amongst other Users.
3.2 Restrictions. Customer will not, and will not permit any User or third party to: (a) reverse engineer, disassemble or decompile any component of the Superframe Technology otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Superframe Technology unless such restriction is not permitted by law; (b) interfere in any manner with the operation of the Superframe Technology or the hardware and network used to operate the Superframe Service or attempt to gain or enable unauthorized access to the Superframe Technology or its related systems; (c) sublicense any of Customer’s rights under the Agreement, or otherwise use the Superframe Technology for the benefit of a third party or to operate a time sharing or service bureau; (d) modify, translate, copy or make derivative works based on any part of the Superframe Technology; (e) remove any proprietary notices or labels from the Superframe Technology; (f) upload, store, post, email, transmit or otherwise make available by any means any viruses, malware, Trojan horses, or any other similar harmful software; (g) impersonate any person or entity or otherwise misrepresent Customer’s relationship with any person or entity; (h) engage in any fraudulent activity or further any fraudulent purpose; (i) access or use the Superframe Technology for the purposes of developing products or services that conflict or compete with the Superframe Service; and (j) otherwise use the Superframe Technology in any manner that exceeds the scope of use permitted under the Agreement. As used here, “Superframe Technology” means the Superframe Service, including all derivatives, enhancements, and improvements in and to each of the foregoing, Documentation, any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Superframe in the performance of any Administration Services related to the integration, implementation, connection and/or onboarding of any Connected Service, and all software and Superframe proprietary information and technology used by Superframe or provided to Customer in connection with the Superframe Service. Unless otherwise expressly provided by an applicable Work Order, “Superframe Technology” also includes any technology, coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Superframe in the performance of any Professional Services.
3.3 Modifications. For the avoidance of doubt, Superframe reserves the right to monitor use of Superframe Technology and, from time to time and in its sole discretion, implement additional restrictions and limitations on Customer’s and Users’ use of Superframe Technology without notice.
Fees and Payment
SUPERFRAME DOES NOT CHARGE FOR USE OF THE SUPERFRAME SERVICE AT THIS TIME, BUT MAY IN THE FUTURE.
Superframe does not currently charge a fee for its Superframe Service. However, it reserves the right to charge such fees in the future.
Confidential Information
EACH PARTY AGREES NOT TO USE OR DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
The receiving party agrees that it will not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under the Agreement. As used herein, “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under the Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. All Connected Service Data, and any other data uploaded or transmitted to the Superframe Service by or on behalf of Customer (collectively, “Customer Content”) is the Confidential Information of Customer. Confidential Information of Superframe includes information derived from or concerning the Superframe Service, any materials provided by Superframe to Customer that describe the features, functionality, or operation of the Superframe Service (collectively, “Documentation”) and the terms of the Agreement. The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Superframe Service. The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner. Upon termination of the Agreement, the receiving party will return to the disclosing party or destroy all copies of the Confidential Information. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.
Ownership and Data
SUPERFRAME OWNS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE SUPERFRAME SERVICE AND RELATED SUPERFRAME TECHNOLOGY, ALL FEEDBACK PROVIDED BY CUSTOMER AND ITS USERS RELATED TO THE SUPERFRAME SERVICE AND RELATED SUPERFRAME TECHNOLOGY, AND ALL PERFORMANCE DATA.
CUSTOMER OWNS ALL CONTENT UPLOADED BY CUSTOMER TO THE SUPERFRAME SERVICE AND GRANTS SUPERFRAME THE RIGHT TO USE SUCH CONTENT TO PROVIDE THE SUPERFRAME SERVICE.
6.1 Superframe Technology. Customer acknowledges that Superframe retains all right, title and interest in and to the Superframe Technology, and that the Superframe Technology is protected by intellectual property rights owned by or licensed to Superframe. Other than as expressly set forth in the Agreement, no license or other rights in the Superframe Technology are granted to the Customer.
6.2 Feedback. If Customer or any Users provide Superframe with any feedback, comments, suggestions, enhancements, recommendations, or other input concerning the Superframe Technology or any part thereof (collectively, “Feedback”), Customer hereby assign and/or procures Users to assign to Superframe all right, title, and interest in and to the Feedback, and agrees that Superframe is free to use the Feedback without payment, attribution, or restriction.
6.3 Customer Content. Customer retains all right, title and interest in and to the Customer Content. Customer hereby grants to Superframe a non-exclusive, worldwide, royalty-free and fully paid-up license to access and use Customer Content to provide the Superframe Service, the Administration Services, and the Professional Services (as applicable) to Customer.
6.4 Performance Data. Superframe retains all right, title and interest in and to any log files, metadata, telemetry data and other technical performance data automatically generated by the Superframe Service relating to the use, performance, efficacy, reliability and/or accuracy of the Superframe Service, which does not contain any personally identifiable information or Customer Content (collectively, “Performance Data”), and may collect and use Performance Data for any lawful purpose.
6.5 Personal Data. To the extent that Superframe Processes Customer Personal Data as part of the Superframe Service, the parties shall comply with their respective obligations under the Data Processing Addendum (“DPA”), incorporated herein. The terms “Processes” and “Customer Personal Data” shall have the meanings set forth in the DPA, which is available at superframe.com/dpa.
Term and Termination
THE TERM OF THE AGREEMENT COMMENCES UPON THE EFFECTIVE DATE AND CONTINUES UNTIL TERMINATED IN ACCORDANCE WITH THIS SECTION.
EITHER PARTY CAN TERMINATE THE AGREEMENT OR ANY ORDER FOR UNCURED MATERIAL BREACH BY THE OTHER PARTY. UPON EXPIRATION OR TERMINATION, ALL FEES WILL IMMEDIATELY BECOME DUE AND PAYABLE, EACH PARTY WILL RETURN CONFIDENTIAL INFORMATION, AND CUSTOMER WILL HAVE THE RIGHT TO EXTRACT DATA FROM THE SUPERFRAME SERVICE FOR A PERIOD OF 30 DAYS.
Warranty; Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SUPERFRAME DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES. PLEASE REVIEW THE WARRANTIES SET FORTH IN THIS SECTION CAREFULLY.
FURTHER, BECAUSE THE SUPERFRAME SERVICE RELIES ON CUSTOMER INPUTS, AI FEATURES, AND THIRD-PARTY SERVICES, SUPERFRAME IS NOT RESPONSIBLE FOR ANY OUTPUTS PROVIDED TO CUSTOMER.
8.1 Limited Warranty. During the Term, Superframe warrants that the Superframe Service, when used as permitted by Superframe and in accordance with the Documentation, will operate as described in the Documentation in all material respects. If Customer notifies Superframe of any breach of the foregoing warranty, Superframe shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to repair and fix the non-conforming service.
8.2 Customer Warranties. Customer represents and warrants on behalf of it (and, as applicable, its Users) that: (a) Customer has all right, power and authority to grant any rights under the Agreement; (b) Customer will comply with all applicable law, and it has obtained all consents, licenses and permissions required by Customer to grant the rights and perform any obligations under the Agreement; and (c) Customer will use up to date, industry standard anti-virus software to check for and prevent any viruses, malware, Trojan horses, or any other similar harmful software from being introduced into the Superframe Technology.
8.3 Disclaimer.
(a) General. Except as expressly provided in Section 1.1, and to the maximum extent permitted by applicable law: (a) the Superframe Technology IS provided “as is” and “as available”, and (b) Superframe and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, merchantability, SATISFACTORY QUALITY, ACCURACY, TITLE, or fitness for a particular purpose, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SUPERFRAME DOES NOT WARRANT THAT THE SUPERFRAME SERVICE WILL SATISFY CUSTOMER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SUPERFRAME SERVICE WILL BE UNINTERRUPTED.
(b) Outputs. SUPERFRAME MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUTS WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. SUPERFRAME DOES NOT REPRESENT OR WARRANT THAT THE CUSTOMER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUTS OR OUTPUTS ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE SUPERFRAME SERVICE AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.
8.4 Connected Services. Customer acknowledges that Superframe has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Services or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Service Data. Customer further acknowledges that, as a result, Superframe will not be for any inaccuracies, losses or other liabilities arising from or related to any Outputs that are based on the Connected Service Data (“Connected Service Outputs”). Accordingly, Superframe makes no representations or warranties with respect to the accuracy, timeliness, reliability or completeness of any Outputs. Superframe will have no liability with respect to any Connected Service Outputs, any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any Connected Service Outputs, or any downtime, unavailability, inaccuracies or failures of any Connected Services.
Indemnity
CUSTOMER WILL BE RESPONSIBLE FOR THIRD-PARTY CLAIMS AND RESULTING LIABILITY ARISING FROM CUSTOMER’S USE OF THE SERVICES.
Solely to the extent permitted under applicable law, if any action is instituted by a third party against Superframe relating to (a) Customer’s breach or alleged breach of Section 1.1 or 3.2, (b) Customer’s use of the Superframe Service in violation of any applicable laws, rules or regulations, (c) any claim arising from a Connected Service, or (d) Customer Content. Customer will defend such action at its own expense on behalf of Superframe and shall pay all damages attributable to such claim which are finally awarded against Superframe or paid in settlement of such claim. This subsection states the sole and exclusive remedy of Superframe and the entire liability of Customer for the claims and actions described herein.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERFRAME WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR AMOUNTS IN EXCESS OF THE FEES PAID TO SUPERFRAME IN THE 12 MONTHS PRECEDING THE CLAIM, SUBJECT TO CERTAIN LIMITED EXCLUSIONS. PLEASE READ THESE CLOSELY.
To the extent permitted by law, in no event shall Superframe be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to the Agreement. In no event shall Superframe’s aggregate, cumulative liability in any way relating to the Agreement exceed the greater of: (i) the total amount of fees actually received by Superframe from Customer during the six (6) months preceding the claim; or (ii) $100. the parties would not have entered into the Agreement but for such limitations.
Arbitration
THE PARTIES AGREE TO USE ARBITRATION TO RESOLVE ANY CLAIMS BETWEEN THE PARTIES.
11.1 Agreement to Arbitrate. Subject to the terms of this Arbitration Agreement, Customer and Superframe agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between Customer and Superframe, whether arising out of or relating in any way to its access to or use of the Service, any communications Customer receives, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between the parties before the effective date of this Agreement (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, in accordance with the terms of this Arbitration Agreement, rather than in court, except that: (i) Customer and Superframe may assert individual claims in small claims court if such claims qualify and remain in small claims court; and (ii) Customer or Superframe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. Further, this Arbitration Agreement does not preclude Customer from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on its behalf.
11.2 Waiver of Jury Trial. CUSTOMER AND SUPERFRAME HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Customer and Superframe are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate.” There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
11.3 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator 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 the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section titled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, determines that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), Customer and Superframe agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent the parties from participating in a class-wide settlement of claims.
11.4 Informal Dispute Resolution. Superframe is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Superframe’s customer support at support@superframe.com. If such efforts prove unsuccessful, Customer and Superframe agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). Customer and Superframe agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If Customer is represented by counsel, Customer’s counsel may participate in the conference, but Customer must also personally participate in the conference.
To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to Superframe should be sent by email to support@superframe.com. The Notice must include: (1) Customer name, telephone number, mailing address, e‐mail address associated with the Account (if Customer has one); (2) the name, telephone number, mailing address and e‐mail address of Customer’s counsel, if any; and (3) a description of the Dispute. Superframe will send Notice, including a description of the Dispute, to Customer’s email address or regular address on file. It is Customer’s responsibility to ensure its email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
11.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of Notice, Customer and Superframe agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand Customer send to Superframe should be sent by email to support@superframe.com. Superframe will provide the Demand to Customer’s email address on file.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless Customer and Superframe otherwise agree, or the Batch Arbitration process discussed in the section titled “Batch Arbitration” is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in San Francisco, California, or, at Customer’s election, in the county where Customer resides. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Customer’s responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if Customer demonstrates to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Superframe will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
Customer and Superframe agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Customer and Superframe agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
11.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from the NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to Customer’s right to object to that appointment.
11.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to section titled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of section titled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such section titled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon the parties. Judgment on the arbitration award may be entered in any court having jurisdiction.
11.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
11.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, Customer and Superframe agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Superframe by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Superframe.
Customer and Superframe agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
General Provisions
SUPERFRAME MAY USE CUSTOMER’S NAME AND LOGO TO IDENTIFY CUSTOMER AS A CLIENT. SUPERFRAME IS LOCATED IN CALIFORNIA, SO THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA. CUSTOMER MAY NOT ASSIGN THIS AGREEMENT EXCEPT AS SET FORTH BELOW. THESE TERMS AND CONDITIONS, CONSTITUTE A VALID AND BINDING AGREEMENT, ENFORCEABLE AGAINST THE PARTIES.
12.1 Publicity. Superframe may use Customer’s name and logo on Superframe’s website and in Superframe’s promotional materials to identify Customer as a Customer of Superframe.
12.2 No Assignment. Customer may not assign any rights or obligations arising under the Agreement, without the prior written consent of Superframe; except that Customer may assign the Agreement without consent of Superframe in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Superframe may freely assign the Agreement or any of its rights or obligations hereunder. Any attempted assignment or transfer in violation of the foregoing will be null and void.
12.3 Subcontracting. Customer agrees that Superframe may subcontract certain aspects of the Superframe Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Superframe of any of its obligations hereunder.
12.4 Force Majeure. Superframe shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
12.5 Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles.
12.6 Notices. Any notice under the Agreement must be given in writing , if to Superframe, by emailing support@superframe.com, and if to Customer, by emailing the email address included within a Customer’s account profile with the Superframe Service; provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the signature page of this Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
12.7 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Superframe, or any products utilizing such data, in violation of the United States export laws or regulations.
12.8 Consumer Complaints. In accordance with California Civil Code §1789.3, if Customer is an Individual User, Customer may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.9 Severability. In the event that any provision of the Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of the Agreement will remain in full force and effect.
12.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.
12.11 Relationship of the Parties. The parties to the Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by the Agreement.
12.12 Entire Agreement. The Agreement (including the DPA), as modified from time to time, is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings.