TERMS OF SERVICE
This Terms of Service (“Agreement”) governs your use of and access to the Services provided by Supreme Sccommissioners , LLC d/b/a Supreme Sccommissioners (“Company”, “we”, “us”, or “Supreme Sccommissioners “).
This Agreement is effective as of the date you submit your registration on Supreme Sccommissioners .com (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not check the box below (or, if applicable, do not sign this Agreement). You represent and warrant that, if an individual, you are at least 18 years old and otherwise legally competent in all respects to be bound by this Agreement.
Except for Section 8.2 relating to mandatory arbitration and class action waiver, we may modify the terms of this Agreement upon 30 days prior written notice to you. You will have an opportunity to review and accept the modified Agreement. Any such acceptance shall become effective upon the commencement of your next renewal term. If you fail to accept such modified Agreement, we reserve the right to terminate your access and use of the Service and API upon the termination of your Subscription Term.
1.1 SERVICES.During the Subscription Term, and subject to all terms and conditions of this Agreement, we will use commercially reasonable efforts to provide the Services to you consistent with your Service Plan. We may provide the Services using third party vendors or service providers. You agree to pay Company the fees, in the amounts and at the times specified in your selected Service Plan.
1.2 CHANGES TO THE SERVICE.We may also make commercially reasonable modifications to the Service from time to time without prior notice. We may make changes to any Service Plan at any time. After 30 days notice to you of a change to your then applicable Service Plan, if you continue to use the Services or API beyond the expiration of your then current Subscription Term or renewal term, such use will be governed by the modified Service Plan.
1.3 LIMITATIONS.We will not be responsible or liable for any failure in the Services resulting from or attributable to (a) your Systems, (b) network, telecommunications or other service or equipment, (c) your, or third party’s’ products, services, negligence, acts or omissions, (d) any force majeure or cause beyond our reasonable control, (e) scheduled maintenance or (f) unauthorized access or breach by third parties. You are responsible for maintaining the confidentiality of your account access password, and for all activities that occur under your account.
1.4 SYSTEMS.You shall obtain and operate all Systems needed to use the Services, and provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services.
Supreme Sccommissioners may modify, amend, change, or deprecate all or part of the API in its sole discretion at any time (an “API Modification”). Supreme Sccommissioners shall use commercially reasonable efforts to provide prior notice to you of any such actions as soon as reasonably practical. You shall, within thirty (30) days from the date of first notice of any API Modification(s) (or such shorter period of time specified in the notice of the API Modification(s)) (the “Conformance Period”) comply with such modification(s) by (i) implementing and using the most current version of the API, (ii) making any changes to your application using the API that may be required as a result of such API Modification, (iii) using commercially reasonable efforts to stop distribution of all prior versions of your applications using the API, and (iv) using commercially reasonable efforts to upgrade all prior versions of your applications using the API then in use to the most recent version. You acknowledge that an API Modification may have a material adverse effect on your applications using the API, including but not limited to causing such applications to not to operate as designed. Supreme Sccommissioners shall have no liability of any kind to you or any End User with respect to such API Modifications or any adverse effects resulting from such API Modifications. Your continued access to or use of the API following the Conformance Period shall constitute binding acceptance of the API Modifications at issue.
2. PROPRIETARY RIGHTS
2.1 CUSTOMER CONTENT.As between the parties, you shall own all Customer Content. You hereby grant us a nonexclusive and royalty-free right and license to use, copy, perform, display, and distribute said Customer Content and to prepare derivative works of Customer Content solely for the purpose of providing the Services, both to you and End-Users. You agree to indemnify and hold us harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of any use or disclosure of Customer Content and your use of the Services.
You understand that you are solely responsible for all Customer Content posted on, transmitted through, or linked from the Service, including any Customer Content created or provided by End-Users. You acknowledge that we do not pre-screen or approve Customer Content, but that Company shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Customer Content that is available via the Service for violating the letter or spirit of this Agreement or for any other reason.
2.2 NO IMPLIED LICENSE.
Except for the limited rights and licenses expressly granted hereunder, no other license is granted to you, no other use is permitted and we (and our licensors) shall retain all right, title and interest in and to the Service and all updates and modifications thereto (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.
3.1 DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
4. LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO US HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD SUPREME SCCOMMISSIONERS , ITS AFFILIATES AND ITS SPONSORS, PARTNERS, OTHER CO-BRANDERS AND THE RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES OF EACH HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR RELATING TO YOUR BREACH OF THIS AGREEMENT OR USE BY YOU OR ANY THIRD PARTY OF THE SERVICES, EXCEPT TO THE EXTENT THE FOREGOING DIRECTLY RESULT FROM SUPREME SCCOMMISSIONERS ‘S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. SUPREME SCCOMMISSIONERS RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
5. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall continue in effect for the initial term specified in the Service Plan. If no initial term is specified in the Service Plan, the initial term shall be 1 month. Unless terminated earlier as permitted herein, the Agreement will be extended automatically for additional terms of equal length to the initial term, or if no initial term is specified, 1 month, at the end of the initial term and each renewal term (collectively, the “Subscription Term”). Either party may elect not to renew this Agreement by giving written notice thereof via our customer support ticketing system (accessible via your control panel when logged in) to the other party at least 10 days prior to the end of the then current initial or renewal term.
Except as otherwise set forth herein, you are solely responsible for properly terminating your account. An email or phone request to cancel your account shall not result in termination. You can terminate this Agreement and your account at any time inside of your account dashboard. Any termination of your account will result in the deactivation or deletion of your account or your access to the account. Please be aware that Supreme Sccommissioners may for a time retain residual information and/or archival copies in its database.
This Agreement may be earlier terminated by either party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party,or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
5.3 EFFECTS OF TERMINATION.
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the Effective Date of termination (including without limitation, all payment obligations) shall survive, (b) we may, but shall not be obligated to, delete Customer Content and (c) the provisions of Sections 2 (Proprietary Rights), 4 (Payments), 5 (Disclaimers), 6 (Limitation of Liability), 8 (General Provisions) and this Section 7.3 shall survive. Following any termination or expiration of this Agreement, we reserve the right to delete your account information and all customer content immediately.
6. GENERAL PROVISIONS
6.1 ENTIRE AGREEMENT.
This Agreement (together with the applicable Service Plan(s), and Addendum, or any agreement incorporated herein by express reference) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict or inconsistency between the Agreement and the Service Plan, the terms and conditions in the Service Plan will prevail and be controlling. No waiver, consent or, except as expressly provided herein, modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this Agreement is required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof. If you discover anyone on the Supreme Sccommissioners system violating this Agreement or notice anything suspicious from the Supreme Sccommissioners network, you agree to report the violation or suspicious activity by opening a ticket with Supreme Sccommissioners for investigation.
Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 2, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in the Service Plan, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.
This Agreement and the rights and obligations hereunder may be assigned upon 10 days prior written notice to the non-assigning party. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
6.5 INDEPENDENT CONTRACTORS.
The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
“Addendum” means a written amendment or addendum to this Agreement, executed by you and Supreme Sccommissioners , which includes an order form.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“API” means the application programming interfaces developed and enabled by Supreme Sccommissioners that permits you to access certain functionality provided by the Service, and any accompanying or related documentation, source code, executable applications, and other materials made available by Supreme Sccommissioners .
“Customer Content” means all of your registration information and other information provided by you in connection with your use of the Services, including without limitation information, content, data, messages, text, files, images, photos, video, sounds, other materials, and any of the foregoing provided by any End-User via your or their use of the Services.
“End-User” means any person or entity other than you with whom you or your Affiliates interact using the Service or API, including any person or entity submitting data, information, files or other content via a form you create via the Services.
“Service Plan” means the plan chosen by you during, or subsequent to your registration to use the Service, or as described in an Addendum.
“Services” means the form building and related services (including and any professional consulting services) provided by us as further described in your Service Plan. Any new or modified features added to the Service are also subject to this Agreement. The meaning of Services shall also include the API if API access is part of your Service Plan.
“Subscription Charges” means fees payable by you for your use of (a) the Services, as specifically set forth in your Service Plan or an Addendum, (b) the API, or (c) any add-on features or Services requested by you from time to time.
“Systems” means modems, servers, software, network and communications equipment and ancillary services and hardware that are owned, controlled or procured by you.form