Terms of Service

Terms of Service

Terms of Service

Terms of Service

Last Updated: June 17, 2024

Superhuman Labs, Inc. ("Superhuman," "we," "us," "our") provides its services (described below) through its website located at https://superhuman.com (the "Site") and through its applications and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, these "Terms of Service"). These Terms of Service are effective as of the date you and Superhuman enter into an online order or you otherwise complete the online ordering flow on the Service (the “Effective Date”). If you are accepting these Terms of Service on behalf of your employer, organization or another entity (collectively, an “Entity”) (which will be deemed to the case if you sign up for a Service using an email address from such Entity), then you represent and warrant that (a) you have read and understand these Terms of Service, (b) you have full legal authority to bind such Entity to these Terms of Service and (c) you agree to these Terms of Service on behalf of such Entity. As used in the remainder of these Terms of Service, “You” means the Entity you represent in accepting these Terms of Service or, if that does not apply, you individually.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, provided that if you have paid for a subscription to a Service (“Subscription”), then with respect to that Service any such change will take effect at the next renewal of your Subscription, except as set forth below. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SUPERHUMAN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

In addition, when using certain services, you will be subject to additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Acceptable Use Policy located at https://superhuman.com/acceptable-use and Privacy Policy located at https://superhuman.com/privacy. All such terms are hereby incorporated by reference into these Terms of Service. If you are an individual, our Privacy Policy will apply to you and you consent to our collection and use of personal data as outlined therein, or if you are an Entity, our Privacy Policy will apply to your end users.

Access and Use of the Service

Services Description: The Service is designed to improve the email experience by making it faster and more intelligent.

Your Registration Obligations: You may be required to register with Superhuman in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian. To the extent you are an Entity, you are responsible for obtaining and maintaining all required consents from your end users to allow Superhuman to provide the Service to you and your end users.

Use of Google APIs: Superhuman's use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

Security of your email: Superhuman will implement appropriate technical and organizational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to User Content processed by Superhuman on your behalf in connection with our performance of the Services hereunder and is available in Superhuman’s Trust Center (https://trust.superhuman.com/). You agree (a) to immediately notify Superhuman at security@superhuman.com of any breach of security or potential security issue you notice while using the Services; and (b) that Superhuman is not responsible for any electronic communications and/or content (as defined below) which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Superhuman. Superhuman will not be liable for any loss or damage arising from your failure to comply with this Section.

Access to the Service: You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, email servers, email services, web servers, web services, long distance and local telephone service (collectively, "Equipment"). You are responsible for ensuring that such Equipment and services are compatible with the Service (and, to the extent applicable, the Software (as defined below)) and complies with all configurations and specifications set forth in Superhuman's published policies then in effect. In the event that you notice a failure or an issue that could cause a problem with the Superhuman service, you agree to notify us at hello@superhuman.com so that we can work to resolve the failure or issue.

General Practices Regarding Use and Storage: You acknowledge that Superhuman may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Superhuman's servers on your behalf. You agree that Superhuman has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Superhuman reserves the right to terminate accounts that are inactive for an extended period of time.

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Conditions of Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, post, publish, display, transmit or email (collectively, "transmit") or otherwise use via the Service. You and your use of the Service (including use by your end users, if any) and your content must comply at all times with Superhuman’s Acceptable Use Policy.

Fees; Non-Renewal: To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Superhuman information regarding your credit card or other payment instrument. You represent and warrant to Superhuman that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Superhuman the amount that is specified in the payment plan in accordance with the terms of such plan and this Terms of Service. You hereby authorize Superhuman to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. YOU ACKNOWLEDGE AND AGREE THAT (A) SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AND SUPERHUMAN (OR OUR PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS (AS SPECIFIED IN YOUR PAYMENT PLAN) FOR AS LONG AS YOUR SUBSCRIPTION TO THE SERVICE CONTINUES AND (B) YOUR SUBSCRIPTION WILL CONTINUE UNTIL YOU OR WE ELECT NOT TO RENEW IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICES. YOU MAY ELECT NOT TO RENEW YOUR SUBSCRIPTION AT ANY TIME BY EMAILING US AT HELLO@SUPERHUMAN.COM AND WE MAY ELECT NOT TO RENEW YOUR SUBSCRIPTION AT ANY TIME BY EMAILING YOU AT THE EMAIL ADDRESS YOU HAVE PROVIDED TO US; PROVIDED, THAT, NON-RENEWAL WILL BE EFFECTIVE AT THE END OF YOUR THEN-CURRENT SUBSCRIPTION AND NOT RESULT IN ANY REFUND OF PREPAID FEES. If you dispute any charges you must let Superhuman know within sixty (60) days after the date that Superhuman charges you. We reserve the right to change Superhuman's prices. If Superhuman does change prices, Superhuman will provide notice of the change through the Service or in email to you, at Superhuman's option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Superhuman may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Superhuman thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Superhuman's net income.

Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

Data Processing Addendum: If you are an Entity, to the extent we process any of your Personal Information (as defined in the DPA) that is subject to the Applicable Data Protection Laws (as defined in the DPA) on your behalf in connection with performing the Services hereunder, the terms of the Data Processing Addendum at https://superhuman.com/dpa (as updated from time to time, the "DPA"), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

Superhuman AI Tools: If you or your end users elect to use any features or functionality of the Services that utilize artificial intelligence technology or data models trained by machine learning, including Superhuman’s Semantic Search tool and Inbox Triage tool (collectively, “Superhuman AI Tools”), the use of such Superhuman AI Tools is additionally subject to the following terms and conditions. For purposes hereof, “Input” means any User Content provided by you or your end users to be processed by Superhuman AI Tools; and “Output” means any output generated and returned to you or your end users, or automatically generated and transmitted on behalf of you or your end users, by Superhuman AI Tools based on the Input.

Input and Output. Input and Output constitute User Content hereunder. You and your end users must ensure that your Input, Output and use of Superhuman AI Tools do not (a) violate any applicable law; (b) violate these Terms of Service (including the Acceptable Use Policy) or any ordering form or document for the Services; or (c) infringe, violate, or misappropriate any proprietary rights. You acknowledge that due to the nature of machine learning and the technology powering Superhuman AI Tools, Output may not be unique, and Superhuman AI Tools may generate the same or similar output for third parties.

Other Restrictions. You and your end users must not use Superhuman AI Tools: (a) to mislead any person that Output was solely human generated; or (b) in violation of OpenAI’s Usage Policy, or any other third party terms, guidelines, policies or the like to which Superhuman links in connection with generation of Output.

Disclaimers. NOTWITHSTANDING ANYTHING HEREIN, SUPERHUMAN DOES NOT MAKE ANY WARRANTY AS TO, AND WILL HAVE NO LIABILITY WITH RESPECT TO, SUPERHUMAN AI TOOLS, OUTPUT, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SUPERHUMAN AI TOOLS OR THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH SUPERHUMAN AI TOOLS, INCLUDING WITH RESPECT TO THE FACTUAL ACCURACY OF ANY OUTPUT OR SUITABILITY FOR YOUR USE CASE. USE OF ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF ANY SUPERHUMAN AI TOOLS FEATURE IS AT YOUR SOLE RISK. YOU AND YOUR END USERS SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR YOUR END USERS FROM SUPERHUMAN OR THROUGH SUPERHUMAN AI TOOLS CREATES ANY SUCH WARRANTY.

Third Party Distribution Channels

Superhuman offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels ("Distribution Channels"). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.

With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, "Apple-Enabled Software"), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

  • Superhuman and you acknowledge that these Terms of Service are concluded between Superhuman and you only, and not with Apple Inc. ("Apple"), and that as between Superhuman and Apple, Superhuman, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
  • Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Superhuman's sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Superhuman and you acknowledge that Superhuman, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between Superhuman and Apple, Superhuman, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Superhuman as indicated on the Contact page.
  • Superhuman and you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

With respect to Software that you download from the Google Play Store (“Google-Sourced Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply: (a) you acknowledge that these Terms of Service are between you and Superhuman only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Superhuman, and not Google, is solely responsible for Superhuman’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Superhuman’s Google-Sourced Software.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Additionally, the technology and software underlying the Service or distributed in connection therewith are the property of Superhuman, our affiliates and our partners (the "Software"). Any use of the Service, Service Content or Software other than as specifically authorized herein or in the Acceptable Use Policy is strictly prohibited.

The Superhuman name and logos are trademarks and service marks of Superhuman (collectively the "Superhuman Trademarks"). Other Superhuman, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Superhuman. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Superhuman Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Superhuman Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Superhuman be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Superhuman does not pre-screen content, but that Superhuman and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Service: With respect to the content or other materials you transmit through the Service or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By transmitting any User Content through the Service, you hereby grant Superhuman and its affiliated companies a license to perform the actions necessary to deliver User Content to the intended recipients. You also acknowledge and agree that User Content does not include any System Data. System Data is owned by Superhuman. "System Data" means aggregated and anonymous user and other data regarding the Services that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Services. System Data does not include the contents, subject, senders, or recipients of emails you send or receive through the Service.

You further acknowledge that Superhuman does not control User Content or other content transmitted using the Services or what recipients of, or others who are provided access to, User Content by you or your end users, whether directly or downstream (collectively, “Recipients”), may do with such User Content (including to whom such Recipients may forward or otherwise provide access to such User Content, with or without the knowledge of you or your end users), and you agree that Superhuman will have no liability, and hereby release Superhuman from any liability, arising from any act or omission of any Recipient with respect to User Content.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service provided by you to Superhuman ("Submissions"), and any User Content that you make available through the Service in a manner that allows other users of the Service and/or members of the general public not specified or identified by you to access your User Content ("Public User Content") are non-confidential and Superhuman will be entitled to the unrestricted use and dissemination of these Submissions and Public User Content for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Superhuman may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Superhuman, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices

Confidentiality

As used herein, “Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of these Terms of Service and it will not disclose the same to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (i) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of these Terms of Service; and (ii) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to reasonable care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this confidentiality section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

Third Party Services

The Service may provide, or third parties may provide, links or other access to other sites, services, products, and resources on the Internet ("Third Party Services"). Superhuman has no control over such Third Party Services and Superhuman is not responsible for and does not endorse such Third Party Services. You further acknowledge and agree that Superhuman will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third Party Service. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Superhuman is not liable for any loss or claim that you may have against any such third party.

Personal Insights

Superhuman may offer information about other individuals with whom you or, if applicable, your end users communicate by email or otherwise interact through the Service, including photographs, job titles/descriptions, locations, and email engagement information ("Personal Insights"). Superhuman relies on the individuals themselves and other third parties to create these Personal Insights. Accordingly, Superhuman is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Personal Insights. As such, Superhuman is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Personal Insights. Superhuman enables Personal Insights merely as a convenience and the integration or inclusion of Personal Insights does not imply an endorsement or recommendation. You also acknowledge and agree that other Superhuman users will have access to Personal Insights about you and, if applicable, your end users.

Where enabled by you in accordance with your settings, Superhuman may provide features that deploy cookies, pixels and similar technologies on your behalf to allow you or, if applicable, your end users to track how individuals interact and engage with your emails and to provide you with Personal Insights based on their interactions, such as the times of day when they are most likely to open an email. If you use such features, you are responsible for providing all required notices and obtaining all required consents necessary to use such features.

Indemnity

Indemnity by Superhuman. If you have a Subscription for a Service, Superhuman will defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the use of that Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify you for any damages finally awarded against you (or any settlement approved by Superhuman) in connection with any such Claim; provided that (a) you will promptly notify Superhuman of such Claim, (b) Superhuman will have the sole and exclusive authority to defend and/or settle any such Claim and (c) you reasonably cooperate with Superhuman in connection therewith. If the use of the Service by you has become, or in Superhuman’s opinion is likely to become, the subject of any claim of infringement, Superhuman may at its option and expense (i) procure for you the right to continue using and receiving the Service as set forth hereunder; (ii) replace or modify the Service to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate your Subscription to such Service and provide a pro rata refund of any prepaid Subscription fees corresponding to the terminated portion of the applicable Subscription term. Superhuman will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by you; (B) use of the Service by you not in accordance with these Terms of Service or applicable law; (C) modification of the Service by or on behalf of you; (D) User Content, or (E) the combination, operation or use of the Service with other products or services where the Service would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Superhuman’s sole and exclusive liability and obligation, and your exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

Indemnification by You. You will defend Superhuman against any Claim made or brought against Superhuman by a third party arising out of the Excluded Claims, and you will indemnify Superhuman for any damages finally awarded against Superhuman (or any settlement approved by you) in connection with any such Claim; provided that (a) Superhuman will promptly notify you of such Claim, (b) you will have the sole and exclusive authority to defend and/or settle any such Claim and (c) Superhuman reasonably cooperates with you in connection therewith.

Warranties and Disclaimers

Warranty by Superhuman. Superhuman warrants that any Service for which you have a Subscription will perform materially as described in the documentation provided by Superhuman and Superhuman will not materially decrease the overall functionality of that Service during the applicable Subscription term (the “Performance Warranty”). Superhuman will use commercially reasonable efforts to correct a verified breach of the Performance Warranty reported by you. If Superhuman fails to do so within 30 days after your warranty report, then either party may terminate the applicable Subscription as it relates to the non-conforming Service, in which case Superhuman will refund to you any prepaid subscription fees for the terminated portion of the applicable Subscription term (for the Performance Warranty). To receive these remedies, you must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Service or 30 days after delivery of the relevant support and training. These procedures are your exclusive remedies and Superhuman’s sole liability for breach of the Performance Warranty or Support Warranty.

Warranty by You. You warrant that you have all rights necessary to provide any User Content or any other information, data or other materials that it provides hereunder, and to permit Superhuman to use the same as contemplated hereunder.

DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SUPERHUMAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SUPERHUMAN MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE UNIQUE, ORIGINAL, ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF THE ACCEPTABLE USE POLICY, OR AMOUNTS OWED BY YOU TO SUPERHUMAN UNDER THESE TERMS OF SERVICE, NEITHER PARTY WILL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE OR (B) ANY AGGREGATE DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SUPERHUMAN IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

If you are using any Service without a Subscription to that Service, including free accounts, trial use and pre-release, alpha or beta versions or features (collectively, “No-Charge Products”), your use of No-Charge Products is subject to any additional terms that Superhuman may specify. Superhuman may modify or terminate your right to use No-Charge Products at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERHUMAN DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS, INCLUDING ANY SERVICE LEVEL OR INDEMNITY OBLIGATIONS, AND SUPERHUMAN’S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNITY”, "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Superhuman, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Superhuman are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND SUPERHUMAN AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SUPERHUMAN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Superhuman is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at hello@superhuman.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Superhuman should be sent to the address listed on our Contact page ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Superhuman and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Superhuman may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Superhuman or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Superhuman is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://go.adr.org/consumer-arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Superhuman and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Superhuman agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Company or you under the AAA Rules, Company and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality of Arbitration

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in this Terms of Service to the contrary, Superhuman agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Superhuman written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Superhuman, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Superhuman believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service, provided that if you have a Subscription to a Service, subject to the Subscription non-renewal provisions above, Superhuman may terminate your Subscription only if you commit a material breach of any terms or conditions of these Terms of Service and fail to remedy such breach within thirty (30) days after written notice of such breach. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities.

In addition to the Subscription non-renewal provisions above, you may terminate a Subscription if Superhumans commit a material breach of any terms or conditions of these Terms of Service with respect to such Subscription and fails to remedy such breach within thirty (30) days after written notice of such breach.

Upon non-renewal or termination of your account or any Subscription, any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, Service restrictions, disclaimers, indemnification, limitations of liability, termination, the Arbitration Agreement, and the general provisions below.

Modifications to these Terms of Service

Superhuman may modify these Terms of Service as set forth above. Notwithstanding anything herein, in some cases (e.g., changes addressing new functions of the Services or changes made for legal reasons) we may specify that such modifications become effective immediately or on a set date. If you object to those modifications and have paid for a Subscription, and the effective modification date is during your then-current Subscription, then (as your exclusive remedy) you may terminate your then-current Subscription upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Service for the terminated portion of the applicable Subscription term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Superhuman will have no liability or responsibility with respect thereto. Superhuman reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service constitute the entire agreement between you and Superhuman and govern your use of the Service, superseding any prior agreements between you and Superhuman with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Superhuman agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Superhuman to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will 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. You may not assign this Terms of Service without the prior written consent of Superhuman. As an exception to the foregoing, you may assign these Terms of Service in their entirety to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets; provided that you provide Superhuman with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these terms. Superhuman may assign, sublicense, or transfer any or all of its rights and obligations under this Terms of Service without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at the mailing address listed on our Contact page or by telephone at (510) 224-4623.

Questions? Concerns? Suggestions?

Please contact us at hello@superhuman.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.