AGREEMENT BETWEEN CLIENT AND SUPERPOWERS SERVICES LLC (“COMPANY“)

The Company’s business involves providing annual Memberships to Executive Assistants to help them more effectively deliver personal and business assistance utilizing various software solutions, applications, databases, websites, and web pages.

The Services and Company Applications are offered only to the person or entity executing this agreement and making payments for the Services (“you”) conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (collectively, this “Agreement“). Your use of the Services constitutes your agreement to all such Agreement.

Modification of this Agreement

The Company reserves the right to change, modify, or amend this Agreement under which the Services and Company Applications are offered, including but not limited to the charges associated with the use of the Services and Company Applications. You are responsible for regularly reviewing this Agreement for the most updated version of them. After an update or modification to the Agreement, your continued use of the Services or Company Application constitutes your agreement to such updated or modified Agreement.

Costs and Services

Each Membership will only provide Services to a single Executive Assistant; no other person or entity is authorized to utilize Services unless approved by the Company in writing. For use of Services, you agree to pay the Company $500 per month.

You are required to maintain a valid and current credit card on file with the Company. Beginning on the first day that Services are provided and continuing on the same day of each month thereafter, your credit card will be charged the monthly cost for the Services. By executing this Agreement, you authorize the Company to charge your credit card directly for the costs of all Services on a monthly basis.  You may revoke this authorization at any time by providing written notice of the same to the Company.  In the event any payment for Services is not paid timely in accordance with this Agreement, you agree that the Company may impose default interest on such payments in lesser amount of (a) eighteen percent interest (18%), per annum, or (b) the maximum interest permitted by applicable law.

Term and Termination

Unless earlier terminated by the Company as provided in this Agreement, the term of this Agreement will be six (6) months (the “Initial Term”). Thereafter, this Agreement will automatically review for consecutive one (1) month periods (each a “Renewal Term” and collectively with the Initial Term, the “Term“). This Agreement may be terminated by you at any time after the Initial Term by providing written notice to the Company of your intent to terminate the Agreement; provided, however, all payments made by you shall be retained by the Company regardless of when you have terminated the Agreement. The Company may terminate this Agreement at any time during the Term upon written notice to you.

Links to Third Party Sites

The deliverables related to Services or the Company Applications may contain links to websites of third parties (“Linked Sites“). The Linked Sites are not under the control of the Company and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company has not reviewed any or all Linked Sites, and they will be accessed at your own risk. The Company is not responsible for the content of, webcasting or any other form of transmission received from any Linked Site. The Linked Sites are provided merely as a convenience to you and shall not imply endorsement by the Company of the Linked Sites, their content, or any association with their operators.

Code of Conduct

As a condition of your use of the Services, you warrant to the Company that you will not request or use the Services for any purpose that is unlawful, harassing, unethical, or prohibited by this Agreement. You will not communicate with your Assistant in a harassing, threatening, or improper manner, nor shall you expose your Assistant to any material which is lewd, obscene, or offensive.

You may not use the Company Applications in any manner which could damage, disable, overburden, or impair the Company Applications or interfere with any other party’s use and enjoyment of the Company Applications. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Company Applications.

The Company reserves the right to immediately terminate this Agreement upon the violation of any of the provisions set forth in this Section.

Indemnity

YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (THE ”INDEMNIFIED PARTIES”) FROM ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, FRAUD, OR INTENTIONAL MALFEASANCE BY YOU. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS’ FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL ALSO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE INFORMATION ACCESSED FROM THIS SITE.

Cookies and Other Tracking Technologies

The Company Applications use “cookie” technology to measure activity and to collect information such as browser type, time spent on the site, pages visited and other information about your visit to the site. Cookies are also used to prefill information previously entered into forms and to customize information to your personal tastes. A cookie is an element of data that a site can send to your browser. Cookies are stored on your computer. We may share information about you that we collect through a cookie with third parties who help us analyze Company Applications data.

If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to automatically decline cookies or be given the choice of declining or accepting the transfer to your computer of a particular cookie (or cookies) from a particular site. You may also wish to refer to: http://www.allaboutcookies.org/manage-cookies/index.html. If, however, you do not accept our cookies, you may experience some inconvenience in your use of the Company’s website or other Company Applications.

We may also include small graphic images called web beacons, also known as “Internet tags” or “clear gifs,” in our web pages and email messages. We may use web beacons or similar technologies for a number of purposes, including, without limitation, to count the number of users or visitors of the Company Application, to monitor how users navigate the Company Application, and to count how many emails that we sent were actually opened or how many particular articles or links were actually viewed.

We may also use embedded scripts on the Company’s Applications. An embedded script is programming code that is designed to collect information about your interactions with the Company Application. It is temporarily downloaded onto your computer from our web server or a third party with whom we work, is active only while you are connected to the Company Application and is deleted or deactivated thereafter.

Automatically collected information about you, such as how you interact with the Company Application, may be combined with your personal information. If we associate any such automatically collected information with personal information about you, we will treat the combined information as personal information.

Liability Disclaimer

THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED BY THE COMPANY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. THE COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY FOR ANY FOR AN INTENDED RESULT, TITLE AND NONINFRINGEMENT.

IN NO EVENT, SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, OR PRODUCTS OBTAINED THROUGH THE COMPANY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, COMPANY APPLICATIONS, OR WITH AN OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

Copyright Notices

All contents of the Company Applications are: Copyright 2020 Superpowers Services LLC. All rights reserved.

Trademarks

All proper names appearing on the Company Applications are either trademarks or registered trademarks of the Company. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

ARBITRATION:

WE HOPE TO MAKE YOU A SATISFIED CUSTOMER, BUT IF THERE IS AN ISSUE THAT NEEDS TO BE RESOLVED, THIS SECTION OUTLINES WHAT IS EXPECTED OF US BOTH.

YOU AND WE BOTH AGREE TO RESOLVE DISPUTES ONLY BY ARBITRATION OR IN SMALL CLAIMS COURT. YOU UNDERSTAND THAT BY THIS AGREEMENT, YOU ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY. WHILE THE PROCEDURES MAY BE DIFFERENT, AN ARBITRATOR CAN AWARD YOU THE SAME DAMAGES AND RELIEF AND MUST HONOR THE SAME TERMS IN THESE TERMS OF SERVICE, AS A COURT WOULD. IF THE LAW ALLOWS FOR AN AWARD OF ATTORNEYS’ FEES, AN ARBITRATOR CAN AWARD THEM TOO. WE ALSO BOTH AGREE THAT:

1. THE FEDERAL ARBITRATION ACT APPLIES TO THESE TERMS OF SERVICE. EXCEPT FOR SMALL CLAIMS COURT CASES THAT QUALIFY, ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUR OF THESE TERMS OF SERVICE OR FROM SERVICES YOU RECEIVE FROM US, INCLUDING ANY DISPUTES YOU HAVE WITH OUR EMPLOYEES OR AGENTS, WILL BE RESOLVED BY ONE OR MORE NEUTRAL ARBITRATORS BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA“). YOU CAN ALSO BRING ANY ISSUES YOU MAY HAVE TO THE ATTENTION OF FEDERAL, STATE OR LOCAL GOVERNMENT AGENCIES, AND IF THE LAW ALLOWS, THEY CAN SEEK RELIEF AGAINST US FOR YOU.
2. UNLESS YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATION WILL TAKE PLACE IN DALLAS COUNTY, TEXAS.
3. THIS AGREEMENT DOES NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE AAA PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION HELD UNDER THIS AGREEMENT. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH SHALL BE DECIDED BY A COURT IN DALLAS COUNTY, TEXAS, AND NOT THE ARBITRATOR.
4. IF EITHER PARTY TO THIS AGREEMENT INTENDS TO SEEK ARBITRATION UNDER THIS AGREEMENT, THE PARTY SEEKING ARBITRATION MUST FIRST NOTIFY THE OTHER PARTY OF THE DISPUTE IN WRITING AT LEAST 30 DAYS IN ADVANCE OF INITIATING THE ARBITRATION. NOTICE TO COMPANY SHOULD BE SENT TO THE ADDRESS BELOW. NOTICE TO YOU WILL BE SENT TO THE CONTACT INFORMATION YOU PROVIDED IN YOUR APPLICATION FOR SERVICES, AND MAY BE SERVED VIA EMAIL YOU PROVIDED. THE NOTICE MUST DESCRIBE THE NATURE OF THE CLAIM AND THE RELIEF SOUGHT. IF WE ARE UNABLE TO RESOLVE THE DISPUTE WITHIN 30 DAYS, EITHER PARTY MAY THEN PROCEED TO FILE A CLAIM FOR ARBITRATION.
5. AN ARBITRATION AWARD AND ANY JUDGMENT CONFIRMING IT APPLY ONLY TO THAT SPECIFIC CASE; IT CANNOT BE USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.
6. IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH ABOVE CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY.
7. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.

General

Jurisdiction. This Agreement is governed by the laws of the State of Texas. You hereby consent to the exclusive jurisdiction and venue of the courts in the State of Texas in all disputes arising out of or relating to the use of the Company Applications. Use of the Company Applications is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Agreement or use of the Services.  Furthermore, you acknowledge and understand that all Assistants are independent contractors of the Company, and not employees, owners, managers, or officers of the Company, nor are any Assistants independent contractors or employees of you.

Compliance with Laws. The Company’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by the Company with respect to such use.

Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Third Parties. Without limitation of anything else set forth herein, you have no contractual relationship whatsoever with any of our affiliates or service partners, and this Agreement does not give you any rights against any affiliate or service partner. You are not a third-party beneficiary of any agreement between us and any of our affiliates or service partners. None of our affiliates or service partners have any legal, equitable, or other liability of any kind to you under this Agreement.

Print Version. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Assignment. We may, at any time, assign this Agreement, including our rights, interests and obligations there under, in whole or in part, or delegate any of our responsibilities under this Agreement to any other person or entity with prior notice to you. You may not assign this Agreement, including any of your rights, interests and obligations there under, in whole or in part, or delegate any of your responsibilities under this Agreement without our prior written consent. We are not under any obligation to give our consent, and any attempt to assign this Agreement without Company’s written consent shall be null and void.

No Waiver. No waiver of any right or obligation under this Agreement by Company on any occasion will constitute a waiver of that right on any subsequent occasion. In any event, no waiver by us of any right of ours is effective against us unless it is in a writing signed by Company.

Entire Agreement. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and the Company with respect to the Company Applications, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and the Company with respect to the Company Applications.

Force Majeure.  In no event shall Company be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond Company’sreasonable control, including but not limited to COVID-19, acts of God, flood, fire, earthquake, explosion, war, epidemic, pandemic, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Contact

Company wants you to be satisfied with the Services. Should you have any questions, comments, or concerns, please contact: [email protected]