# Superfiliate terms of service

Last Updated: 06/22/2022

Please read these Terms of Service (the “Terms”) and our Privacy Notice ( [Privacy Notice](https://www.superfiliate.com/legal/privacy)) carefully because they govern your use of the websites offered or powered by Superfiliate, Inc. (“Superfiliate”) (the “Site(s)”) and the services accessible via the Site(s). To make these Terms easier to read, the Site(s) 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 ‎15 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.**

01. **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.

02. **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.

03. **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.

04. **Who May Use the Services?**

1. **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.
   2. **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.
   3. **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.
   4. **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”).
   5. **Compliance with Applicable Laws.** You will comply with applicable laws.
   6. **Advertising Guidelines.** The Services may provide you with opportunities to advertise Brands through affiliate links, referral links, and microsites.

05. **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.

06. **Your Content.**

1. **Posting Content.** Our Services may allow you to store or share content such as text, files, documents, graphics, images, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. 
   2. **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.
   3. **Your Responsibility for User Content.** You are solely responsible for all your User Content.
   4. **Removal of User Content.** You can remove your User Content by specifically deleting it.
   5. **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.

07. **Fees and Payment.**

1. **Payment Obligations.** Each Brand is required to pay Superfiliate a subscription fee (“Subscription”), and a transaction fee for each Covered Transaction.
   2. **Subscriptions.** If you purchase a Subscription, you will be charged the annual or monthly Subscription fee (as applicable).
   3. **Covered Transaction Fees.** Brand will pay Superfiliate a transaction fee between 0-10% of the gross Covered Transaction amount for each Covered Transaction (“Covered Transaction Fee”).
   4. **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.

08. **General Prohibitions and Superfiliate’s Enforcement Rights.** You will not, and will ensure your Authorized Users will not, do any of the following:

1. Post, upload, publish, submit or transmit any User Content that infringes, misappropriates or violates a third party’s intellectual property rights.
   2. Use the Services for deceptive or fraudulent purposes.
   3. Access, tamper with, or use non-public areas of the Services.
   4. Avoid, bypass, remove or otherwise circumvent any technological measure implemented by Superfiliate.
   5. Collect or store any personally identifiable information from the Services without their express permission.

09. **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.

10. **Links to Third Party Websites or Resources.**

1. **Links to Third Party Websites or Resources.** The Services may allow you to access third-party websites. We provide access only as a convenience and are not responsible for the content.
   2. **Third-Party Services.** Certain features and functionalities within the Services may allow you and your Authorized Users to interface or interact with compatible third-party services.

11. **Termination.** We may suspend or terminate your access to and use of the Services at our sole discretion.

12. **Warranty Disclaimers.** THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.

13. **Indemnity.** You will indemnify and hold Superfiliate harmless from any claims arising out of or in any way connected with your use of the Services.

14. **Limitation of Liability.**

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUPERFILIATE NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.
   2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPERFILIATE’S TOTAL LIABILITY EXCEED THE AMOUNTS YOU HAVE PAID TO SUPERFILIATE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100).

15. **Governing Law and Forum Choice.** These Terms will be governed by the laws of the State of California.

16. **Dispute Resolution for Individuals.** 
   1. **Mandatory Arbitration of Disputes.** We each agree that any dispute shall be resolved solely by binding, individual arbitration. 
   2. **Exceptions.** We both may seek to resolve a Dispute in small claims court if it qualifies.
   3. **Conducting Arbitration and Arbitration Rules.** The arbitration will be conducted by the American Arbitration Association under its Consumer Arbitration Rules.

17. **General Terms.**

1. Reservation of Rights. Superfiliate and its licensors exclusively own all right, title and interest in and to the Services.
   2. Entire Agreement. These Terms constitute the entire and exclusive understanding between Superfiliate and you.
   3. Contact Information. If you have any questions about these Terms or the Services, please contact Superfiliate at [hello@superfiliate.com](mailto:hello@superfiliate.com), 859-537-7060, 809 Brooks Ave Venice, CA 90291.