SuperGIF, LLC – Customer Agreement
General Terms and Conditions
Access right and users. The Customer identified above (you) is subscribing to the SuperGIF[1] service at www.SuperGIF.com (the “Service”).[2] Your use of the Service will be governed by this Customer Agreement (“Agreement”), which consists of the Customer Summary Terms and these General Terms and Conditions, the SuperGIF Website Terms of Use, and the SuperGIF Privacy Policy, all of which are incorporated in this Agreement by reference. By subscribing to and using the Service, you agree that you and your Authorized Users will comply with this Agreement.
As part of your subscription, you will be allowed to access and use the Service via the internet during the Term. You will have no right to use the Service beyond the Term. You will be provided with up to ten account logins upon request for Authorized Users to access and use the Service under your subscription. Additional logins will be available and will be charged at the Additional Monthly User Rate. You may change your Authorized Users at any time upon notice to us. By requesting that your users be authorized to use the Service as part of your subscription, you agree that you will be responsible for your Authorized Users’ failure to comply with this Agreement. Your Authorized Users will collectively be allowed to host up to 500 files in the SuperGIF library.
Your subscription will include the following benefits. (Note that delivery dates for future services are estimates only):
Access to your library of assets
Hosting of assets on the SuperGIF server
Ability to add, edit, delete, and search asset tags
Ability to edit asset name and descriptions
Ability to distribute assets on integrated platforms
Ability to download assets to user’s desktop
Access to analytics associated with distribution on integrated platforms
Upon the end of the Term, you will lose access to library of assets, analytics, logins, and any links generated by the Service for asset distribution will no longer be active.
Term, Termination, and Renewal: The Term of this Agreement will be for the period identified in the Customer Summary Terms unless it is terminated earlier under its terms. We will be entitled to terminate this Agreement at any time if you breach your obligations and your breach is not cured within ten days of notice from us. This Agreement will automatically renew for a period equal to the initial Term unless you send us a notice of termination at least 30 days before the end of the initial term or any subsequent renewal term. All terminations must be sent to invoices@supergif.com.
Pricing
Monthly Subscription. You will pay us the Monthly Subscription Fee on or before the first day of each month of the Term. The Monthly Subscription Fee for any partial month will be pro rated. In exchange for the Monthly Subscription Fee, you will receive the Included Authorized User Logins. If you request additional Authorized User logins and we issue those, you will pay for such additional logins at the Additional Monthly User Rate in addition to your Monthly Subscription fee. Your account will be subject to the Hosted GIF Limit, which will be cumulative and apply to the total GIF’s hosted by all Authorized Users under your account.
Onboarding Cost. At the time you set up your account, you will be charged and will pay the Per GIF Onboarding Fee for each GIF that we onboard to your account. The Per GIF Onboarding Fee includes setup of your dedicated GIF library, quick start resources, and customer success support associated with onboarding your assets.
Customer service and support. We will provide you with customer support via email, text, phone, and online resources. In each instance, will will endeavor to respond to your requests for customer support within two business days of our receipt of your request.
Customer use of the Service. You and your Authorized Users will use the Service in compliance with this Customer Agreement, and will not use the Service in a manner that breaches your agreements with third-parties or violates the legal rights of third-parties. If your use of the Service, including but not limited to the actions or omissions of your Authorized Users in using the Service, subjects SuperGIF to a claim by a third-party, you will indemnify and defend SuperGIF and its parents, subsidiaries, affiliates, agents, employees (collectively the “Indemnified Parties”) against all losses and damages they incur as a result of such claims, including but limited to attorneys’ fees and expenses of litigation incurred by the Indemnified Parties.
No user right to Service software. You and your Authorized Users will not have a right to a physical copy of any software used as part of the Service. You will not attempt to alter, copy, reproduce, or otherwise duplicate any software used in connection with the Service.
No representations or warranties. We do not make, and expressly disclaim any warranty or representation relating to the Service that is not expressly stated in this Agreement. In entering into this Agreement, you are not relying on any statement, warranty, or representation from any of our representatives that is not expressly stated herein.
Limitations on our liability. IN NO EVENT WILL SUPERGIF OR ANY OF OUR REPRESENTATIVES BE LIABLE TO YOU OR ANY OF YOUR PARENTS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES (YOUR “RELATED ENTITIES”) OR ANY THIRD PARTY RELATED TO YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR AGGREGATE LIABILITY TO YOU AND YOUR RELATED ENTITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PERFORMANCE OF THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED 125% OF THE TOTAL OF THE AMOUNTS PAID TO SUPERGIF UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS STATED IN THIS PARAGRAPH WILL NOT APPLY TO ANY DAMAGES OR LOSSES CAUSED BY OUR FRAUDULENT OR INTENTIONAL WRONGFUL ACTS.
Mandatory arbitration. All disputes between us arising under or related to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the matter. The place of the arbitration will be Athens, Georgia, and the arbitrator(s) will apply Georgia law to the resolution of the dispute. The arbitrator(s) will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate.
Additional Customer Terms. If any Additional Customer Terms are stated in the Customer Summary Terms, those terms are made a part of this Agreement.
Miscellaneous. This Agreement may be executed electronically by scanned PDF signature, online electronic signature platform (e.g., DocuSign), or any similar electronic method. This agreement may be executed in any number of counterparts that, when compiled, will each constitute a fully executed original. Section headings are included for convenience of the parties only, and will not be construed to modify the substantive text of the sections to which they correspond. This Agreement represents the entire agreement between the parties relating to its subject matter, and no party is relying on any warranty, representation, or promise of the opposite party that is not expressly stated in this Agreement.
[1] SuperGIF, LLC is also referred to in this Customer Agreement as “SuperGIF” “we” and “our.”
[2] Capitalized terms used but not defined in these General Terms and Conditions will have the meanings stated in the Customer Summary Terms.