Superdesk Terms of Service

June 2024

Introduction

Welcome and thank you for your interest in Superdesk. In this document we define the terms and the usage of the service provided by us. We may use "Superdesk", "we", "us", "Site" or "Service" to define all the following: our website at https://superdesk.com (the "Site"), all related web sites, downloadable content and other services provided by us ("Service"), other communications with individuals though from written or oral means, such as email, in-app messages or phone. This Terms of Use applies to and should be read in conjunction with the Privacy Policy (together, the 'Agreement'), which is available at https://superdesk.com/privacy-policy. Superdesk provides online tools and services via our website at https://superdesk.com for businesses to collect and manage product reviews, display them on their websites, send and manage email campaigns and other marketing activities ("Services"). These Terms of Service (the "Terms"), establish the terms and conditions under which you are allowed to use the Site and the Services.

Accounts

To use the Services, you must sign up for an account. When you create an account a legal agreement between you and Superdesk (the "Agreement") will begin. When you sign up for an account with us, you guarantee that you are above the age of 18, and that the information you provide is accurate, complete, and current. Inaccurate or incomplete information may result in the immediate termination of your account on the Service. You are responsible to kee the confidentiality of your account and password, including but not limited to the restriction of access to your computer and account. You agree to accept responsibility for all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. We may, in our sole discretion, limit or cancel accounts.

Payment

Use of the Service may be subject to a subscription fee ("Subscription Fee"), which is payable on a recurring basis. Use of and access to the specific elements of the Service may be subject to a service fees ("Service Fee"), payable as described. Fees are not refundable or partially refundable, except as required by law. All payments received by Superdesk are processed through third party secure transaction service providers. Superdesk may change the Fees for the Services. We will notify you of such changes, if any, through registered account email address and administrative console.

Free trial

Superdesk may offer a Subscription with a free trial for a limited period of time ("Free Trial"). If you do subscribe to a free trial you will not be charged until the Free Trial has expired. At the end of the Free Trial period, you will be automatically charged the applicable Subscription fees unless you cancelled your Subscription. At any time and without notice, Superdesk holds the right to modify the terms and conditions of the Free Trial offer, or cancel the Free Trial offer.

Refunds

Superdesk policy for Subscriptions is stated and explained prior to a Subscription purchase. Additional refund requests may be considered by Superdesk on a case-by-case basis and granted in sole discretion of Superdesk.

Reviews Content

Reviews are submitted by the Reviewer. Reviews may include text, images, and videos. Reviews are owned by the respective Reviewer. Reviewers can manage their reviews through the Service, including creating, editing or deleting reviews permanently. Reviewers may be asked by the Merchants to edit or modify typing errors or formatting issues in reviews, and the Reviewer may or may not choose to create, edit or modify the Review. It is not possible by the Merchant or some other party to modify Reviews or ratings.

Your Use of the Services, Service Limits

The Services are intended for your own personal or business use. The Services are intended for small, medium or larger sized merchants with fair usage. You agree that we may establish general practices and limits concerning use of the Services, including the maximum number of messages or campaigns that may be distributed by you and/or the maximum size of any messages or campaigns that may be transmitted by means of the Services. We reserve the right to modify, revise, suspend or discontinue any part of the Services, in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Services in any manner.

Suspension

Superdesk may suspend access to the Services if client breaches the agreement, if client's actions results in risk to other clients or the infrastructure of Services. Superdesk will notify client of the suspension. Superdesk reserves the right, but is not obligated, to monitor and audit client's use of the Services without notice, to ensure compliance with the Agreement.

Intellectual Property

The Service, its features and functionalities, its content (excluding User Generated Content), are the exclusive property of Superdesk SARL. The Service is protected by copyright, trademark, and other laws of Switzerland. Our trademarks may not be used in connection with any product or service without the prior written consent of Superdesk SARL.

Affiliate Terms

These Superdesk Affiliate Terms ("Affiliate Terms") govern your participation in Superdesk's Affiliate Program. As an affiliate, you may share unique links or codes ("Affiliate Links/Codes") to help potential customers subscribe to Superdesk's platform and services. In these Affiliate Terms, "You" refers to the User or Affiliate.

Agreement to Terms

By using or sharing an Affiliate Link/Code via authorized channels or accepting these Affiliate Terms, the Affiliate agrees to be bound by them.

Eligibility

To become an Affiliate and receive commissions, the User must meet these criteria: (i) comply with Superdesk Terms of Service, (ii) provide a valid PayPal email for payments or an alternative bank transfer payout method, and (iii) have a Superdesk account. Affiliates must keep their information updated to maintain their status.

Affiliate Links/Codes

Affiliates may share Superdesk Affiliate Links/Codes on their channels, except for Excluded Transactions (see Section 5.2). These links and codes include tracking tools to identify transactions made through them, such as free or paid Superdesk Service sign-ups ("Paid Service Transactions"). Affiliates must comply with these Affiliate Terms, Superdesk Terms of Service, and all program rules, including "The Do's and Don'ts of Sharing Your Superdesk Affiliate Link" ("Documentation"). If these Affiliate Terms conflict with the Documentation, the Affiliate Terms take precedence. Violations may result in suspension or termination of eligibility and service access at Superdesk's discretion.

Payment Terms

For each eligible Paid Service Transaction where the Affiliate meets the Eligibility Criteria, Superdesk will pay a one-time $20 USD commission (or equivalent in the Affiliate's currency, minus fees). Special rates may be negotiated in writing. This commission is the sole compensation unless otherwise agreed. Payments are made to the Affiliate's designated PayPal account or bank wire account within 30 days of Superdesk receiving payment from the user. If the Affiliate fails to meet the Eligibility Criteria within one year of the first qualifying transaction, no commission will be paid.

Excluded Transactions

The following transactions will not qualify as Paid Service Transactions, and no commission will be earned: a) Subscriptions canceled, refunded, or returned; b) Subscriptions by current or former Superdesk customers, or those in contact with Superdesk sales; c) Transactions not traceable to Affiliate Links/Codes; d) Subscriptions where customers compensate Affiliates directly or receive discounts from Affiliates; e) Transactions resulting from paid ads, fraud, spamming, or misleading methods; f) Transactions where commissions are prohibited by law; g) Transactions resulting from Affiliate's breach of these terms. Superdesk may claw back or offset commissions on excluded transactions and suspend or terminate the Affiliate's eligibility or access to services at its discretion.

Taxes or Fees

The Affiliate is solely responsible for any taxes or fees on commissions earned under these terms.

Term and Termination

These Affiliate Terms begin when accepted and remain effective until terminated. Either party may terminate immediately with written notice in cases of: 1. Violations of above clauses 2. Affiliate's breach of representations 3. Material breach uncured within 30 days of notice, or 4. Bankruptcy, insolvency, or similar circumstances. Superdesk may also terminate for any reason with written notice. Affiliates will only earn commissions for Paid Service Transactions completed before termination.

Confidentiality

Each party agrees to: 1. Keep the other's Confidential Information (marked or reasonably considered as such) private, disclosing it only to employees or consultants as needed for these terms or if legally required, with notice given when possible. 2. Use Confidential Information solely for obligations or rights under these terms. Confidential Information must be returned or destroyed upon termination or expiration of these terms. Confidential Information does not include information that: 1. Was publicly available before disclosure; 2. Becomes publicly available after disclosure without the receiving party's action; 3. Was already in the receiving party's possession before disclosure; 4. Is obtained from a third party without breaching confidentiality; or 5. Is independently developed by the receiving party without using the disclosing party's Confidential Information.

Disclaimer

Except as expressly stated, the Affiliate Links/Codes, Superdesk websites, and Superdesk IP are provided "as is," without warranties or representations. To the fullest extent allowed by law, Superdesk disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, as well as any warranty that the Affiliate Links/Codes, websites, or IP will be error-free or uninterrupted.

Indemnity

Affiliate will indemnify and hold Superdesk harmless from all liabilities, damages, and expenses (including legal fees) resulting from claims arising out of Affiliate"s breach of representations, gross negligence, willful misconduct, or fraud. Superdesk may participate in the defense at its own expense or defend itself if Affiliate refuses, at Affiliate"s cost. Affiliate cannot settle or enter a judgment binding Superdesk without written consent.

Limitation of Liability

To the maximum extent permitted by law, Superdesk will not be liable for indirect, incidental, consequential, special, or exemplary damages, including loss of goodwill, revenue, or profits. Superdesk"s total liability to Affiliate or any third party will not exceed the total amount paid to Affiliate in the six months preceding the event giving rise to the claim, regardless of the claim"s basis or whether Superdesk was advised of the potential loss.