Therefore, the Parties agree as follows:1. AGREEMENT TO BE BOUND
You agree to be bound by this Agreement by your use of the App. If you do not agree with or do not wish to be bound by any provision hereof, cease using this App immediately.2. DEFINITIONS.
In addition to the definitions provided throughout the Agreement, the following terms have the following meanings when used herein:- “Documentation”
means any websites, manuals, videos, documentation, emails and other supporting materials related to the App that Superhuman elects to provide you or that you can access under this Agreement. Documentation is considered part of the App.- “Member”
means a person who has purchased a Membership.- “Member Content”
means videos and other materials available to only Members.- “Membership”
means the result of purchasing a subscription.- “Membership Fee”
means the amount paid for a Membership.- “Membership Plan”
the features of each level of Membership as defined on the subscription page of the App.- “Membership Term”
means the period from the commencement of a Membership Plan to its termination.- “Personal Information”
means the contents of your profile, any additional information you may provide and any search criteria you may choose.- “Superhuman Materials”
means videos, publications, documentation, websites, apps or other benefits that are accessible through the App (including but not limited to Member Content).- “Superhuman Resources”
means the App and the Superhuman Materials. 3. LICENSES/MEMBERSHIPS.
3.1. THE APP
You do not have to purchase a Membership or any other service or product to use the App. You also do not have to register to use the Site, though some elements and content of the App may not function completely absent registration. Subject to these terms and conditions, you shall have a limited, non-exclusive license to download the App to one or more device.
There may be videos and other information on the App which are available for viewing, downloading or streaming free to all Users, whether or not registered or a Member. Any and all restrictions, rules, ownership rights, disclaimers and waivers provided herein shall apply equally to all videos and information available on or through the App. 3.2. MEMBERSHIPS
If you purchase a Membership, you shall have a limited, non-exclusive license to access, through the App, the Member Content as well as other Superhuman Materials we may choose to provide to Members. When you join as a Member, you will receive the benefits provided for the type of Membership you purchase, as described on the registration page.
Membership is by subscription which will require a valid credit card or a PayPal account on which we will charge the subscription fee based on the Membership Plan you chose on the Subscription Page – monthly or yearly.
Membership Plans automatically renew until terminated by you or us, as provided herein. Upon renewal, the method of payment provided by you shall be charged the Membership Fee as specified for the Membership Plan you selected. In the event the payment method provided by you is declined, we will notify you and you will have the opportunity to provide an alternative method of payment within Five (5) business days of notice of decline. If a payment is not effectively processed, your Membership will be terminated.
We offer a MONEY BACK GUARANTEE and refunds will be available up to 90 days after your purchase. Thereafter, there will be no refunds, discounts, credits or allowances for any reason. For a refund, please email us at email@example.com
Superhuman reserves the right to change its prices for the Membership Plans at any time PROVIDED no increases in prices will be effective for any Membership Plan that has already commenced.
In addition to termination for failure of payment, any Membership Plan and/or this Agreement may be terminated by either you or Superhuman at any time, for any or no reason.
In the event of a termination by you other than on the renewal date of a Membership Term,
(a) you will continue to have full access to Superhuman Resources for the remainder of the then-current Membership Term; and
(b) there will be no refunds, discounts or credits for amounts paid with respect to any portion of the then-current Membership Term remaining after the effective date of termination regardless of reason.
At the conclusion of the Membership Term during which you request termination,
(a) you will not be billed for any recurring Membership Fees; and
(b) you will no longer have access to the Superhuman Resources.
In the case of a termination of a Membership Plan by Superhuman due to a breach by you of this Agreement, Superhuman reserves the right to immediately suspend or cease access to the Superhuman Resources and/or claim additional damages as Superhuman determines to be appropriate and warranted.
4. YOUR USE OF THE SUPERHUMAN RESOURCES AND THE MEMBER CONTENT4.1. Your Responsibilities.
You will (a) be responsible for your compliance with this Agreement, (b) use reasonable efforts to prevent unauthorized access to the Superhuman Resources, notify Superhuman promptly of any such unauthorized access or use, and (c) use the Superhuman Resources only in accordance with the Documentation and all applicable laws and regulations, including, without limitation, applicable export control laws and regulations. You are solely and exclusively responsible for the security of the usernames and passwords issued to you. Superhuman shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct.4.2. Restrictions.
You will not (a) make the Superhuman Resources available to, or use the Superhuman Resources for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, rent, or lease the Superhuman Materials, or include the Superhuman Materials in a service bureau or outsourcing offering, (c) use the App to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the App to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the App or any third-party data contained therein, (f) attempt to gain unauthorized access to the App or any related systems or networks, (g) permit direct or indirect access to or use of the Superhuman Resources in a way that circumvents a contractual usage limit, (h) copy the Superhuman Resources or any part, feature, function, or user interface thereof, (i) frame or mirror any part of the Superhuman Resources other than as permitted in the Documentation, (j) access, record or copy the Superhuman Resources in order to build a competitive product or service, (k) reverse engineer, disassemble or decompile the Superhuman Resources, or (l) modify the Superhuman Resources.
5. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant the following:
(a) You are eighteen (18) years of age or older.
(b) Any Personal Information you provide is yours only and shall be accurate at all times (including updates you may provide from time to time).
(c) If you are a Member, you are accessing the Superhuman Resources exclusively for your personal use and self-improvement with no intent to broadcast, republish, misrepresent, edit, copy, display or in any way use the Superhuman Resources for any purpose other than your personal use and self-improvement.
(d) If you are a Member, you have consulted your physician and have been advised that there are no physical, psychological or other conditions that would limit your engaging in any of the activities depicted in the Superhuman Materials that would increase or create a risk of injury to you.6. CONFIDENTIALITY
For the purposes of this Agreement, “Confidential Information”
means any business or technical information that either Party discloses to the other Party, in writing, orally or by any other means, that should reasonably have been understood by the receiving Party due to “confidential” and similar markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the other Party, including, without limitation, computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. Neither Party will use the other Party’s Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party’s Confidential Information using at least the same degree of care as such Party uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to such Party’s employees, independent contractors, consultants and legal and financial advisors (collectively, “Representatives”) (a) with a need to know such information, (b) who are parties to appropriate agreements sufficient to comply with this Section and (c) who are informed of the nondisclosure obligations imposed by this Section. Each Party will be responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable them to contest such order or requirement. The restrictions set forth in this Section shall remain in effect for five (5) years. The restrictions set forth in this Section will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party who has a right to disclose it; (iii) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; or (iv) the receiving Party independently develops without access to or use of the other Party’s Confidential Information.
Your Confidential Information expressly includes the Personal Information. We follow generally accepted best practices to safeguard the Personal Information. We conduct background checks on and have confidentiality agreements with all personnel who have or may have access to the Personal Information, including but not limited to those in technical support.7. SECURITY
Superhuman shall implement and maintain appropriate measures in accordance with generally accepted industry standards to (i) protect against any anticipated threats or hazards to the security or integrity of the Personal Information; and (ii) protect against unauthorized access to the Personal Information.8. INTELLECTUAL PROPERTY.
In addition to Superhuman’s Confidential Information, Superhuman owns all rights, title and interest in and to the Superhuman Resources and any trademarks, copyrights, trade secrets and inventions, whether or not any of the foregoing are registered, and any ideas, suggestions, proposals, research or test results obtained through, from or as a result of your use of the Superhuman Resources. Your rights to use the Superhuman Resources are limited to the rights expressly granted to you in this Agreement. Accordingly, you shall not use the Superhuman Resources in any manner except as provided herein. Superhuman reserves all rights not expressly granted in this Agreement. You agree that you shall not attempt to claim, register or protect any interest in or to any part of the Superhuman Resources.
If you send comments or suggestions about the Superhuman Resources to us, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of Superhuman. No such submission shall be subject to any obligation of confidence on the part of Superhuman. We shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.9. INDEMNIFICATION.9.1. Superhuman’s Indemnification Obligation.
Superhuman will defend or settle, at its option and expense, any third-party claim brought against you to the extent that it is based on an allegation that your use of the Superhuman Resources as permitted under this Agreement infringes a patent, copyright, or trademark or misappropriates a trade secret of any third-party (each, a “Claim”), and, subject to Section 12, Superhuman will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify Superhuman in writing of any such Claim as soon as reasonably practicable and allows Superhuman to control, and reasonably cooperates with Superhuman in the defense of, any such Claim and related settlement negotiations.9.2. Exclusions.
You understand that Superhuman has no obligation to indemnify you for any Claim that is based on (i) modification of the Superhuman Resources by any party other than Superhuman; (ii) your use of the Superhuman Resources other than as authorized by this Agreement and the Documentation or in violation of your representations and warranties; (iii) access to the Video(s) and/or use of the Superhuman Resources by any person other than you who uses your username and password; or (iv) your failure to stop using the Superhuman Resources after receiving written notice to do so from Superhuman in order to avoid further infringement or misappropriation (subparts (i)-(iv) are referred to collectively as “Indemnity Exclusions”
).9.3. Right to Ameliorate Damages.
If your use of the Superhuman Resources is, or in Superhuman’s reasonable opinion is likely to be, subject to a Claim under Section 9.1, Superhuman may, at its sole option and at no charge to you (and in addition to Superhuman’s indemnity obligation to you in Section 9.1) (i) procure for you the right to continue using the Superhuman Resources; (ii) replace or modify the Superhuman Resources so that it is non-infringing and substantially equivalent in function to the original Superhuman Resources; or (iii) if options (i) and (ii) above are not commercially practicable in Superhuman’s sole determination, Superhuman can terminate this Agreement and all licenses granted hereunder (in which event, you will immediately stop using the Superhuman Resources) and refund the Membership Fees that you paid which are allocable to the infringing item.9.4. Your Indemnification Obligation.
Except to the extent that Superhuman is obliged to indemnify you in Section 9.1 above, you will defend, indemnify and hold Superhuman harmless from and against any claims that may arise out of or be related to or connected with (i) any breach of your representations and warranties, (ii) your use or misuse of the Superhuman Resources (including but not limited to collection, transmission and processing of the Personal Information), (iii) use or misuse of the Superhuman Resources by any person other than you who accesses the Superhuman Resources using your username and password (including, without limitation, any Indemnity Exclusion), or (iv) any personal injury (physical, emotional or psychological) or property damages to you or anyone else resulting from or relating to your use of the Superhuman Resources. For purposes of this section, any reference to Superhuman shall include Superhuman’s Affiliates, shareholders, directors, officers, employees, agents and contractors. For purposes of this Agreement, an “Affiliate” means an entity person, natural or legal, that (a) is owned or controlled, directly or indirectly, by Superhuman, (b) owns or controls, directly or indirectly, Superhuman or (c) is under common control as Superhuman.9.5. Sole Remedy.
This Section sets forth Superhuman’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to claims of infringement or misappropriation of third-party intellectual property rights.10. DISCLAIMER.
Superhuman provides the SUPERHUMAN RESOURCES on an “as is” and “as available” basis. To the extent permitted by law, Superhuman disclaimS all warranties, whether express, implied, statutory or otherwise, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement and those arising out of Video of dealing, usage or trade.
THE SUPERHUMAN RESOURCES ARE CREATED AND PROVIDED WITHOUT ANY PARTICULAR USER IN MIND, WITHOUT THE CONSULTATION, REVIEW OR ENDORSEMENT OF ANY MEDICAL OR PSYCHOTHERAPEUTIC PROFESSIONAL AND ARE SOLELY FOR THE ENTERTAINMENT AND ENJOYMENT OF EACH USER.11. ASSUMPTION OF RISK AND WAIVER. You acknowledge and understand that exercise, yoga, Pilates, meditation and other activities included within the Superhuman Resources, like any physical or mental activity, have inherent risks of injury
You expressly and unconditionally assume any risks and waive any and all claims against Superhuman, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions, and regardless of the source or the cause of the issue including but not limited to failures of third-party Apps, applications with which the Superhuman Resources interact or suggestions provided in the Superhuman Resources:
(a) any personal injury to you or anyone else, whether physical, emotional or psychological, relating to, caused by or connected to any video, sound (audible or otherwise) activity or product depicted in the Superhuman Resources (including but not limited to third-party goods and services);
(b) any damage to property of yours or anyone else’s relating to, caused by or connected to any activity or product depicted in the Superhuman Resources;
(c) any unauthorized person uses your username and/or password to access the Superhuman Resources with any result, including but not limited to making changes in authorizations;
(d) the Superhuman Resources are partially or totally inoperative or inaccessible, or the quality or resolution thereof on your device(s) is not as indicated in the Superhuman Resources;
(e) use of the Superhuman Resources;
(f) viruses or other malicious software are transferred to your computer or other device by using the Superhuman Resources;
(g) there are bugs, errors or inaccuracies in the Superhuman Resources;
(h) third-party content, actions or inactions on or with respect to the Superhuman Resources;
(i) a suspension or other action taken with respect to your account by Superhuman; or
(j) deletion, corruption or destruction of any of the Personal Information.
No waiver by Superhuman of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by Superhuman in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
For purposes of this section, any reference to Superhuman shall include Superhuman’s Affiliates, shareholders, directors, officers, employees, agents and contractors.12. LIMITATION OF LIABILITY.
To the extent permitted by law, in no event shall Superhuman have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue, or data) arising out of or in connection with the Superhuman Resources or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, Superhuman’s total cumulative liability to you or any third-party arising out of or in connection with the Superhuman Resources or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed the greater of the Membership Fees (if you are a Member) paid by you during the Twelve (12) months immediately preceding the claim or One Hundred Dollars ($100.00). The Parties agree that this section represents a reasonable allocation of risk.13. GOVERNING LAW AND VENUE.
This Agreement will be governed by and interpreted in accordance with the laws of The Bahamas, without giving effect to any principles of conflict of laws.14. DISPUTE RESOLUTION.
All disputes arising out of and related to this Agreement (each, a “Dispute”) shall be resolved exclusively by arbitration initiated and conducted in Paradise Island, The Bahamas, by and in accordance with the rules of the American Arbitration Association. Arbitration shall be final and binding upon the Parties. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
You agree that you may bring a claim against Superhuman only in your capacity as an individual User, not as the member of or participant in any group or class.
Notwithstanding anything herein to the contrary, any Party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award, or to seek any provisional remedy, including injunctive or similar relief, without posting a bond or other security. Otherwise, no Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Dispute. Any such legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in The Bahamas, and the Parties irrevocably consent to personal jurisdiction and venue therein. The prevailing Party in any such proceeding shall be entitled to recover its cost and reasonable attorneys’ fees incurred in such proceeding, including enforcement of any judgment.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING OUT OF THIS AGREEMENT, USE OF THE APP, USE OF THE MEMBER RESOURCES OR PARTICIPATION IN ANY OF THE ACTIVITIES OR USE OF ANY OF THE PRODUCTS INCLUDED OR DEPICTED IN THE APP (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL AT ITS ADDRESS LISTED HEREIN.15. MISCELLANEOUS.
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. Superhuman may assign this Agreement, in part or whole, inclusive of the Personal Information and personal account information, without your consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or equity. 15.2. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. This Agreement shall not otherwise give rise to claims by any third-party beneficiaries. 15.3. Amendment.
Superhuman may amend this Agreement at any time, in its sole and absolute discretion; provided any changes in this Agreement as it pertains to Members shall be binding only upon renewal of the respective Membership Plan. If you are a Member, you will be notified of changes by email; otherwise, it is your responsibility to review these terms and conditions for changes. Your continued use of the Superhuman Resources after the effective date of any such amendment shall be conclusive evidence of your consent to be bound by such amendment. 15.4. Force Majeure.
Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including but not limited to quarantines and business closures) and power failures.15.5. Notices.
Notices, demands or requests which either Party is required or desire to give the other hereunder shall be deemed to have been properly given for all purposes if sent by email to the address provided by Superhuman below or to you at the email address provided by you, effective on the next business day (based on Superhuman’s time zone).
To Superhuman: firstname.lastname@example.org
To you: By email as provided by you at the time of registration and as may be amended by you from time to time.
By registering on the App or becoming a Member, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from Superhuman, its Affiliates and third-parties with which Superhuman does business. You consent to receive notices electronically by email, text or other messaging service. 15.6. Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.15.7. Section Headings.
Section headings are included for ease of reference only and have no binding effect. 15.8. Interpretation.
You acknowledge and agree that you have had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any Party as the drafter. This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling. 15.9. Headings
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.15.10. Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement. 15.11. Survival.
Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 2, 4.2 and 6-15.