TERMS OF USE

Updated April 3, 2024

The website located at superstuff.ai (“Site”) belongs to Make Super Stuff Inc (“SuperStuff”, “us”, “our”, and “we”).  You may use the Site and the Services (as defined below), or any part thereof only in accordance with the terms and conditions hereunder (the Site together with the Services, the “Platform”)

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM.  BY ACCESSING OR USING THE PLATFORM, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE PLATFORM OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE PLATFORM.

1.           About SuperStuff
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1.1       What We Do. SuperStuff is a managed marketplace platform that connects customers seeking marketing, branding or development services (“Clients”) to freelancers, full time professionals and/or boutique agencies (“Talent”). Clients and Talent jointly are considered “Users”. The purpose of SuperStuff is to facilitate cost effective marketing solutions (“Service(s)”) for Clients while creating monetization opportunities for Talent. The Platform also powers a product to help Talent showcase their work (“Portfolio”).  SuperStuff onboards, vets and matches both Clients and Talent, and then facilitates Services end to end including payment processing. Participation in the Platform as either Client or Talent is purely at SuperStuff’s sole discretion. In consideration of SuperStuff’s operation of the Platform, SuperStuff is entitled to receive a fee from Talent and/or Clients, as preagreed upon when entering into a Service, or from Talent when accessing certain Portfolio features. (“Service Fees”)

2.           Access to the Platform
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2.1       Account Creation. In order to use certain features of the Platform, you may need to register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by writing to hey@superstuff.ai. SuperStuff may suspend or terminate your Account in accordance at their discretion.
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2.2       Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify SuperStuff of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  SuperStuff cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.3       License.  Subject to these Terms, SuperStuff grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely its explicitly denoted use either as a Client who wants to find marketers, or as Talent who want to find marketing work and/or showcase their work.

2.4       Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform other than as expressly permitted hereunder for your own internal benefit; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms.  All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.

2.5       Modification.  SuperStuff reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you.  You agree that SuperStuff will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

2.6       No Support or Maintenance. You acknowledge and agree that SuperStuff will have no obligation to provide you with any support or maintenance in connection with the Platform.
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2.7       Ownership.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Platform and its content are owned by SuperStuff or SuperStuff’s suppliers.  Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. SuperStuff and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

2.8       Feedback.  If you provide SuperStuff with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to SuperStuff all rights in such Feedback and agree that SuperStuff shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  SuperStuff will treat any Feedback you provide to SuperStuff as non-confidential and non-proprietary.  You agree that you will not submit to SuperStuff any information or ideas that you consider to be confidential or proprietary.
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3.           User Content
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3.1       Adding User Content to the Platform. “User Content” means any and all information and content that a user submits to, or uses with, the Platform, including Portfolios or Client Briefs.  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party, including if the third party content is under a non-disclosure agreement.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.5).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by SuperStuff.  Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  SuperStuff is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2       License. Each Party shall retain ownership and all right, title and interest, in and to each Party’s own intellectual property. Users hereby grants (and you represent and warrant that you have the right to grant) to SuperStuff a limited, nonexclusive, royalty-free worldwide license to use and display name, business name, logo, domain name, case studies and collaterals, team, and any other promotional materials or information (“Promotional Content”) shared by User or an authorized representative of User in digital format and/or approved over email by Talent. Not included under this license are any project briefs or other information that is clearly indicated in writing as confidential.

3.3     Content under Non-Disclosure or Confidentiality Agreements. It is the responsibility and liability of Users to not share any materials or information that are subject to non-disclosure or confidentiality agreements. For the sake of clarity, SuperStuff is not liable for breaches of NDA or confidentiality made by Users, and will be indemnified to that effect.
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3.4       SuperStuff Obligations. SuperStuff agrees not to display Promotional Content in any way that is defamatory, intentionally disparaging, obscene or otherwise objectionable to Users. Any requests to add, modify or delete Promotional Content that need to be made by SuperStuff will be executed within 72 hours of written request.
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3.5       Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a)         You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b)         In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.6       Enforcement.  We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 12, and/or reporting you to law enforcement authorities.
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4.          Use of the Platform
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4.1   Eligibility. To be eligible to use the Service, you must:
·   Provide accurate information when creating an account, including your name, contact details, and company information.
·   Have the legal capacity to form binding contracts in the jurisdiction where you use the Service.
·   Confirm that your company is not engaged in business in a country where using the Service is prohibited by local laws.
·   Verify that your company is not a citizen of, or doing business in, a country or region subject to sanctions or embargoes imposed by the United States or any other sovereign nation.
·   Ensure that you, your company, or any associated person or entity are not identified by applicable laws, including lists maintained by the U.S. Government such as the U.S. Department of Commerce’s Denied Person’s or Entry List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, as ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
·   Confirm that you are not prohibited from participating in the Service by any contract, including employment, confidentiality, service, or non-disclosure agreements, or any similar obligations.
Notwithstanding the above, participation in the Service is solely at the discretion of SuperStuff. If your User account or your company's User account has been previously deactivated by SuperStuff, you are not authorized to use the Service without written authorization from SuperStuff.
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4.2 User Verification. SuperStuff reserves the right to verify your identity, eligibility, and account information at any time. Failure to provide evidence to verify your account within a timeframe requested by SuperStuff may result in the suspension or cancellation of your account.

4.3 Company Information. By registering with the Service, you consent to the display of your company's details within the Service. This includes the display of your company's name, logo, and other relevant information. Your company's use of the Service is not considered confidential information, and you consent to its disclosure to other Users and in promotional materials advertising SuperStuff and the Service. This includes the use of your company name and logo for promotional purposes. Additional consent is not required for SuperStuff to use your company name and logo for these purposes.

4.4 Independent Contractor Status. The relationship between SuperStuff and Users is that of independent contractor. Nothing in these terms shall be construed as constituting a partnership, joint venture, employee-employer, or agency relationship. As an independent contractor, you acknowledge that neither you nor any employees, agents, or representatives of your company are entitled to receive compensation or benefits from SuperStuff.

5. Service Terms.

5.1 Qualified Clients. A "Qualified Client" refers to a prospective Client who is introduced to Talent via SuperStuff either directly or indirectly. A customer will be considered to be a Qualified Client if information about that customer and/or brief was communicated to Talent by SuperStuff via any digital medium. It will not be considered a Qualified Client if Talent had entered into discussions with a prospective customer in the same brand category vertical or agency department prior to receipt of the lead from SuperStuff, as evidenced by the Talent’s verifiable records. A customer will be considered to be a Qualified Client if work is confirmed within one (1) year of the initial lead communication by SuperStuff.

5.2 Services Commercials. All Qualified Client billings will be raised by SuperStuff. SuperStuff shall take a 15% commission from Talent on all work completed between the Talent and Customer for the initial three years, unless otherwise permitted in writing by SuperStuff. SuperStuff has the right to levy a fee for any requests to directly work with Talent by Client.

5.3 Project Agreement. These Terms of Use serves as the master agreement governing the overall collaboration between the Parties. However, for each specific project that arises from this collaboration, a separate and detailed project agreement (the "Project Agreement") shall be created. The Project Agreement will outline the specific terms, conditions, scope of work, payment mechanisms, timelines, and any other project-specific details relevant to the particular engagement. The Project Agreement will be binding and take precedence over the terms outlined in this Terms of User to the extent that they conflict or pertain specifically to the project in question.

5.4 Non-Circumvention. Users introduced to each other through the Platform (as per “Qualified Lead” definition) must adhere to our policies, payment procedures and terms. From the moment you register as a User and for twelve (12) months after you terminate these Terms, or your account is suspended or deactivated, you agree not to:
·   Enter into an agreement to become an employee of another User or any other party introduced through the Platform
·   Enter into an agreement to provide services for another User, User company, any affiliates (whether individually or through engagement of a third party or other entity), or other party, where you and the other User(s) or other party have been introduced through the Platform
·   Approach, solicit, induce, entice, offer to perform services, receive services, consult with or for, or otherwise be engaged for reward (directly or indirectly) with any User introduced through the Platform, except through compliance with the Project payment processes and procedures, payment of SuperStuff Fees, and other applicable clauses of these Terms.

5.5 Exclusive Use of Platform. You agree to use the Platform as the exclusive method to engage with other Users and parties introduced through the Platform, unless otherwise agreed upon in writing by SuperStuff.

You further agree not to provide or receive services with or from other Users (or other parties introduced through the Platform) without processing all payments for work with those Users/parties and without engaging each other through the Platform.

Any attempts to encourage or solicit payments outside of the Platform constitute a violation of these Terms. You must promptly inform us if you are approached to perform or receive services outside of the Platform. You also commit to accurately report all amounts exchanged between you and other parties introduced to you through the Platform (whether Users or otherwise). Even if you have previously engaged, contracted, or retained a User or another party outside of the Platform, you must notify us in writing of such occurrences. You must also inform us if another User or party introduced through the Platform proposes making payments outside of the Platform. Failure to report such activities may lead to the enforcement of our rights under these Terms and the permanent banning of you and your company from SuperStuff.

You understand and agree that if you violate your obligations under this Clause 5, SuperStuff will suffer irreparable injury and shall be entitled to (i) receive from you liquidated damages in the amount of fifty thousand USD ($50,000); (b) injunctive relief barring any such further breach of this Clause 5; and (c) any and all other remedies available to SuperStuff at law or in equity.

5.6 Audit Rights.  You acknowledge the importance of maintaining the integrity of the Platform, including enforcing its exclusivity and non-circumvention provisions.

You agree to:
·   Create and maintain records to document your compliance with these Terms and any contracts for services that you enter.
·   Provide copies of these records to SuperStuff upon request.

SuperStuff, as well as any third party engaged by SuperStuff (including advisors and agents), shall have the right to periodically audit a User's operations and financial records, as necessary to confirm compliance with these Terms. These audit rights extend to both Clients and Talent, whether or not they maintain an active SuperStuff account. The audit rights remain in effect for a period of three (3) years following the termination of these Terms or the suspension or deactivation of your SuperStuff account.

      6. Confidentiality.
‍Users may have access to Confidential Information of the other Users on the Platform. If a User is part of an organization, they shall ensure that all its personnel agree in writing to be bound by confidentiality and non-disclosure obligations. For the purposes of this Agreement, "Confidential Information" refers to any and all information and materials related to other Users that are disclosed during the use of the Platform (whether in writing, orally, graphically, electronically, or in any other form) under circumstances indicating that such information or materials are confidential or proprietary. Without limiting the foregoing, Confidential Information includes:
(i) Marketing plans, proposals and/or pitches, trade secrets, know-how, ideas, inventions, processes, techniques, algorithms, software (in source code and object code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies, and forecasts, its Affiliates, and their respective employees, investors, licensors, contractors (excluding the User), customers, and clients.
(ii) Personal Information.
(iii) Information created, generated, or stored as a result of the Platform

The User shall:
(i) Hold the Confidential Information in trust and confidence.
(ii) Use or reproduce the Confidential Information only for the benefit of the engagement working towards and only to the extent reasonably required to exercise the User’s rights or fulfill the User’s obligations under this Agreement.
(iii) Not disclose such Confidential Information to any third party without the disclosing User’s consent.
The obligations set forth in this section shall not apply to any Confidential Information (other than Personal Information) to the extent such Confidential Information:
(i) Is or has otherwise become generally publicly known other than through the User's act or omission.
(ii) Was rightfully known by the User prior to the time of first disclosure to the User by the Business.
(iii) Was disclosed to the User on a non-confidential basis from a source other than the Business, and such source was not under an obligation of confidentiality with respect to such information.
(iv) Is developed by the User independently of any disclosure of such information made by the Business and without the use of or reference to any Confidential Information of the Business.
Additionally, the User may disclose Confidential Information of the Business to the extent required by an order of a court of competent jurisdiction, administrative agency, or governmental body, or by any law, rule, or regulation, or by subpoena, summons, or other administrative or legal process, or by applicable regulatory or professional standards, provided that, to the extent permitted by applicable law, rule, or regulation, the User shall provide written notice to the Business prior to any such disclosure for the purpose of allowing the Business to contest or otherwise attempt to halt such disclosure.

7.           Indemnification.  You agree to indemnify and hold SuperStuff (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content.  SuperStuff reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of SuperStuff.  SuperStuff will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8.           Privacy Policy. We respect the privacy of our Users and are committed to protect the information you share with us in connection with the Platfrom. Our policy and practices and the type of information collected are described in our Privacy Policy at https://www.superstuff.ai/privacy-policy/. If you intend to connect to, access or use the Platform, you must first read and agree to the Privacy Policy.

9.           Third-Party Links and Interaction with other Users
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9.1       Third-Party Links.  The Platform may contain links to third-party websites and services, (“Third-Party Links”).  Such Third-Party Links are not under the control of SuperStuff, and SuperStuff is not responsible for any Third-Party Links.  SuperStuff provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links.  You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

9.2       Other Users. Each Platform user is solely responsible for any and all of its own User Content.  Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.  We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content.  Your interactions with other Platform users are solely between you and such users, unless specifically facilitated by SuperStuff over a digital communication.  You agree that under no circumstances will SuperStuff be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any User, we will become involved to the extent permitted by our Client and Talent operating procedures.

9.3       Release. You hereby release and forever discharge SuperStuff (and our officers, employees, consultants, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Links).
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10.       Disclaimers
THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND SUPERSTUFF  EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE  MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

11.       Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUPERSTUFF BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF SUPERSTUFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE THOUSAND US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

12.       Term and Termination.   Subject to this Section, these Terms will remain in full force and effect while you use the Platform.  We may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.  SuperStuff will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Clauses 5,6,7 and 8.
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13.       Copyright Policy.
SuperStuff respects the intellectual property of others and asks that users of our Platform do the same.  In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

14.       General

14.1   Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
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14.2   Dispute Resolution.
Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with SuperStuff, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “SuperStuff Parties”) and limits the manner in which you can seek relief from the SuperStuff Parties.
(a)         Applicability of Arbitration Agreement.  You agree that any dispute between you and any of the SuperStuff Parties relating in any way to the Platform, the services offered on the Platform (the “Services”) or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the SuperStuff Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the SuperStuff Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against the SuperStuff Parties on your behalf.  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.
(b)         Informal Dispute Resolution. There might be instances when a Dispute arises between you and SuperStuff. If that occurs, SuperStuff is committed to working with you to reach a reasonable resolution. You and SuperStuff agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and SuperStuff therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to SuperStuff that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: julie@superstuff.ai. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
(c)         Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and SuperStuff agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and SuperStuff otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.
You and SuperStuff agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(d)         Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
(e)         Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 10.2(A)  YOU AND THE SUPERSTUFF PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the SuperStuff Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(f)         Waiver of Class or Other Non-Individualized Relief.  YOU AND SUPERSTUFF AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(H)  EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and SuperStuff agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of South Carolina. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or SuperStuff from participating in a class-wide settlement of claims.
(g)         Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or SuperStuff need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
(h)         Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and SuperStuff agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against SuperStuff by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by SuperStuff.
You and SuperStuff agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
(i)         30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following email: julie@superstuff.ai, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
(j)         Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with SuperStuff as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
(k)         Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if SuperStuff makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing SuperStuff at the following address: julie@superstuff.ai.  Unless you reject the change within 30 days of such change becoming effective by writing to SuperStuff in accordance with the foregoing, your continued use of the Platform and/or Services, including the acceptance of products and services offered on the Platform following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Platform, any communications you receive, any products sold or distributed through the Platform, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. SuperStuff will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
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14.3   Electronic Communications. The communications between you and SuperStuff use electronic means, whether you use the Platform or send us emails, or whether SuperStuff posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from SuperStuff in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SuperStuff provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
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14.4   Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without SuperStuff’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  SuperStuff may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees. The provisions of Clauses 5, 6, 7, and 8 will survive the termination or expiration of these Terms including any provision meant to survive such termination or expiration or any rights accrued prior thereto.
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14.5           Updates to Terms. SuperStuff may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy Policy at: https://www.superstuff.ai/privacy-policy/.
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14.6   Copyright/Trademark Information. Copyright © 2023 Make Super Stuff Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
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14.7   Contact Information: We welcome questions, feedback or comments on our Platform or Terms of Use. Please contact hey@superstuff.ai and we will try our best to reply quickly.