Terms of Service

Last Modified & Posted: June 3, 2024

Introduction

These Terms of Service ("Terms") constitute an agreement between Morax Inc., doing business as Superbloom (each, for the purpose of these Terms, “Superbloom,” “Company”, “we”, “us”, or “our”), and the party agreeing to these terms (“Customer”, “you”, or “your”).

Acceptance of Terms of Service

By accessing or using the Services, you accept these Terms, acknowledge that you have read and understand these Terms, and agree to be bound by these Terms.

If you are entering into these Terms for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

Changes to Terms

Superbloom reserves the right to modify these Terms at any time. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

Definitions

The defined terms used throughout this Agreement shall have the following meanings. All terms not defined should be defined with logical reasoning and appropriate judgment.

  • “End Users” means the users of accounts authorized by or created by Customer to use through Customer's account.
  • “Privacy Policy” means the Superbloom Privacy Policy available at https://www.superbloom.one/privacy-policy.
  • “Registration” means an agreement, document, or user interface through which Customer registers, activates, or purchases a subscription to the Services.
  • “Services” refer to the suite of offerings provided by Superbloom, which include, but are not limited to:
    • The Superbloom Website: The official website accessible at https://www.superbloom.one, encompassing all of its pages, content, and functionalities.
    • Communication and Information Sharing Services: Technologies and tools that facilitate the sharing of information and communication among users, including but not limited to interactive features and functionalities that enable interaction available on the website.
    • Additional Services: Any other services that we offer to you from time to time, which may include new features, enhancements, or supplementary services introduced beyond the initial scope.
    • Software: Any software applications, including desktop, mobile, and web applications, that are provided by Superbloom as part of or in conjunction with the Services.
    • Materials: All materials, documentation, content, and resources provided or made available by Superbloom, whether digital, physical, or otherwise, which support or are part of the Services.
Use of Our Services

These Terms govern your access to and use of our file sharing and tracking services, our website, and any associated Software ("Services"), which are made available to you through registration. You may use our Services only in compliance with these Terms and all applicable laws.

Updates

Superbloom reserves the right to update the Services periodically. If any updates significantly diminish the functionality of the Services, we will notify you via the email address associated with your account. You will have the right to terminate your agreement within thirty days of such notification. This termination right does not apply to updates implemented for beta or evaluation features.

Prohibited Conduct

You agree not to misuse our Services. This includes, but is not limited to, the following prohibitions:

  • Using our services for any unlawful purpose or in violation of any law;
  • Uploading or sharing content that is illegal, offensive, or infringes on the rights of others;
  • Using the Services for any unauthorized or fraudulent purpose;
  • Interfering with or disrupting the integrity, operation, or performance of the Services;
  • Attempting to gain unauthorized access to our services or another user's account;
  • Transmitting any viruses, malware, or other harmful code through our services;
  • Infringing upon the rights of others, including intellectual property rights.
Superbloom's Authority

Superbloom retains the right to access your account as necessary to provide the Services. You acknowledge that Superbloom may, but is not obligated to:

  • Monitor the Services or Customer Data to ensure compliance with these Terms and our policies;
  • Restrict or remove access to Materials or Customer Data, in whole or in part, without prior notice, for any reason, including receiving claims or allegations from third parties or authorities relating to Customer Data, or for no reason at all;
  • Report violations of these Terms to law enforcement authorities and/or take legal action;
  • Manage the Services to safeguard our and third parties' rights and property or to ensure the proper functioning of the Services.
Third Party Services and Materials

The Services may include links to third-party services and materials. Superbloom does not own or operate these third-party services and does not endorse them or their content. You assume sole responsibility for accessing and using any third-party services or materials. Superbloom is not responsible for the actions or omissions of third parties, nor for the accuracy, availability, or content of third-party services or materials. These Terms do not apply to third-party services. Before using a third-party service, you should review its terms and conditions, privacy policy, and other relevant documents to understand its terms, policies, and practices.

Customer Obligations
Registration

To use certain features of our Services, you must register for an account through our online registration process and authenticate following the provided protocols. You agree to provide accurate, current, and complete information during the registration process and to keep this information up-to-date. Your account information will be governed by Superbloom's Privacy Policy.

End Users

You may provision End User Accounts up to the number of End User Licenses purchased. Each End User Account requires a paid End User License and may not be shared by multiple individuals. The Services may allow Customers or End Users to purchase additional End User Licenses and provision new End User Accounts. Superbloom will charge you the applicable amount for additional End User Licenses.

Customer Authentication

You are responsible for maintaining the confidentiality of your account information and authentication methods, including Authentication Credentials, and for all activities that occur under your account. Neither you nor your End Users may share Authentication Credentials or, without Superbloom's permission, give others access to or transfer your account or any End User Account.

Unauthorized Use or Access

You must prevent unauthorized use of the Services by your End Users and terminate any unauthorized use or access. You are responsible for any activity using your account, whether or not you authorized it. You should immediately notify Superbloom in writing of any unauthorized use of your account by emailing support@superbloom.one.

Restrictions

You may access and use the Services only for lawful purposes. You will not (and will not allow any third party to):

  • Sublicense, resell, rent, lease, transfer, assign, time-share, or otherwise commercially exploit or make the Services, Software, or any End User Licenses available to any third party;
  • Use the Services in any unlawful manner (including in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components;
  • Modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks;
  • Circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Materials or enforce limitations on the use of Materials;
  • Copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Services;
  • Access the Services by any means other than through the interface provided by Superbloom for accessing the Services, unless specifically authorized by us in a separate written agreement.
Acceptable Use

When using the Services, you:

  • Represent and warrant that you own or have sufficient rights to upload Customer Data on or through the Services;
  • Will not copy, upload, download, or share Customer Data unless you have the legal right to do so;
  • Will not upload content that violates Superbloom's rights or any third party's rights, including privacy, publicity, intellectual property, or contract rights;
  • Will comply fully with any third-party licenses relating to Customer Data, including paying all royalties, fees, and any other monies relating to content uploaded to the Services;
  • Will not upload or submit content that is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable;
  • Will not upload or submit content that incites, encourages, or threatens physical harm against another, promotes racism, bigotry, sexism, religious intolerance, or harm against any group or individual;
  • Will not upload or submit content that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent, or unlawful manner;
  • Will not use the Services for any unlawful or unauthorized purpose, including collecting usernames and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Services;
  • Will not upload or submit content that constitutes, contains, installs, or attempts to install or promotes spyware, malware, or other computer code designed to enable you or others to gather information about or monitor the online or other activities of another party;
  • Will not transmit chain letters, bulk or junk email, or interfere with, disrupt, or create an undue burden on the Services or the networks or systems connected to the Services, including hacking into the Services, or using the Services to send unsolicited or commercial emails, bulletins, comments, or other communications;
  • Will not impersonate any other person or entity, provide false or misleading identification, payment, or address information, or invade the privacy or violate the personal or proprietary rights of any person or entity.
Tracking and Analytics

By using our Services, you acknowledge and agree that we may track and analyze the viewing behavior of individuals who access documents through our platform. This includes information such as time spent on each page, interaction with the content, and other related metrics. This data helps us improve our Services and provide detailed analytics to the document owners. You agree to obtain any necessary consents from individuals who view documents through our platform.

Service Availability

Our Services are provided "as is" and "as available" without warranties of any kind. We do not guarantee that the Services will be uninterrupted or error-free. We reserve the right to modify or discontinue the Services at any time without notice.

Data
Processing Customer Data

These Terms serve as your instructions to Superbloom on how to handle Customer Data. Superbloom, including its employees and subcontractors, will process, access, use, store, and transfer Customer Data solely as directed by you to provide the Services, as outlined in these Terms.

Data Security

Superbloom implements appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. However, the Customer is responsible for ensuring that data is transmitted securely and for maintaining the confidentiality of their account credentials.

Backup and Retention

You are solely responsible for retaining and backing up your Customer Data. Superbloom will not be liable for any loss or corruption of Customer Data, nor for any related costs or expenses. It is your responsibility to ensure that you maintain adequate backups of your data and use secure, encrypted connections when communicating with the Services.

Aggregate/Anonymous Data

Superbloom may generate anonymized and aggregated data based on your use of the Services. This data, which cannot be linked back to you or any individual, may be used for various purposes including but not limited to internal research, product development, machine learning, risk management, fraud prevention, and improving or developing new features and services.

Data Compliance

You are responsible for ensuring that your use of Customer Data complies with all applicable laws and regulations. If you are required by law to retain or store copies of your Customer Data, you must use your own resources to do so.

Data Transfer

Superbloom may transfer Customer Data across international borders to locations where it operates or has data processing facilities. By using the Services, you consent to such transfers, which will be conducted in compliance with applicable data protection laws.

Intellectual Property
Reservation of Rights

These Terms do not grant any Intellectual Property Rights to Superbloom in Customer Data or to you in the Services, Materials, or Superbloom trademarks and brand features. You acknowledge that your rights to use the Services are limited to those expressly granted under these Terms, and no ownership rights are transferred to you or your End Users.

Limited Permission

You grant Superbloom only those rights that are necessary to deliver the Services in accordance with these Terms. This includes rights for Superbloom's subcontractors or sub-processors as needed to provide the Services.

Feedback

Superbloom welcomes your feedback and suggestions. By submitting feedback, you agree to assign all rights, title, and interest in such feedback to Superbloom. If such an assignment is not valid, you grant Superbloom a royalty-free, worldwide, perpetual license to use or incorporate your feedback into the Services.

Superbloom Intellectual Property

Our website and services contain materials that are owned by us or licensed to us, including text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software. These materials are protected by intellectual property laws. You may not use any of these materials without our prior written consent.

Pricing and Payment
Fees

Customer agrees to pay all applicable fees to Superbloom, in the currency and according to the payment terms specified during Registration. By providing payment information, Customer authorizes Superbloom or its reseller to charge all due fees to the selected payment method. All fees are non-refundable except as mandated by law or expressly stated in these Terms.

Payment Terms

Customer will pay invoices on the payment schedule selected during Registration. Superbloom reserves the right to suspend or terminate Services if payments are overdue. It is the Customer's responsibility to provide accurate and complete billing, payment, and contact information to Superbloom or its reseller.

Taxes

Published fees do not include any applicable taxes. Customer is responsible for paying all taxes associated with the Services. Where applicable, Superbloom will add taxes to the fees and invoice them to the Customer. Customer agrees to pay any such taxes or provide a valid tax exemption certificate.

Withholding Taxes

If Customer is required by law to withhold any taxes from payments to Superbloom, Customer will provide all necessary documentation to support such withholding and remit the withheld amount to the appropriate tax authorities. Customer and Superbloom will collaborate to minimize any applicable withholding tax, using exemptions or treaty-reduced rates where available. Superbloom or the reseller will provide documentation to support any claims for exemption or reduced rates. Customer will furnish proof of tax payment to Superbloom.

Auto-renewals and Trials

If Customer's account is set to auto-renewal or is in a trial period, and a payment method has been provided, Superbloom will automatically charge the recurring fees at the end of the trial or renewal period, unless Customer opts out of auto-renewal or cancels the Services as outlined in these Terms. Superbloom may adjust the Service rates by giving Customer at least fourteen days of notice before the next billing cycle.

Billing Errors

If Superbloom discovers a billing error, it will promptly correct the error. If the error resulted in an overpayment, Superbloom will apply a credit to the Customer's account or refund the overpaid amount within thirty days. If the error resulted in an underpayment, Customer agrees to pay the outstanding amount within seven days of receiving notice.

Subscription Services
Services Term

Unless specified otherwise during Registration, the Services are sold on a subscription basis. Superbloom will provide the Services to Customer for the duration of the Services Term. Any increases in the quantity of Services purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term, unless the parties agree otherwise in writing.

Automatic Renewals

Following the Initial Services Term or a Renewal Term, unless otherwise specified during Registration and subject to the Terms, Customer's subscription to the Services will automatically renew for a Renewal Term at the then-current quantity. Either party may terminate the renewal by providing written notice to the other party before the end of the current Services Term. Customer may terminate the renewal via the appropriate process within their Superbloom account before the Renewal Term begins. Superbloom reserves the right to change pricing for any renewal subscription, providing at least fourteen days notice to the Customer before the new prices take effect.

Additional Subscriptions

The Services may be configured to allow Customers to purchase additional subscriptions or quantities of Services. Customer is responsible for understanding the settings and controls of the Services for purchasing additional Services. Superbloom will charge the applicable amount for any additional Services as outlined during Registration.

Usage Limits

Superbloom reserves the right to enforce usage limits, as specified in the applicable service plans. If Customer exceeds these limits, Superbloom may charge additional fees or suspend the Services until usage is brought within the limits.

Termination

We may suspend or terminate your account and access to the Services if you violate these Terms or if we suspect any fraudulent, abusive, or illegal activity. You may also terminate your account at any time by contacting us.

Term

These Terms will remain in effect for the duration of the Services Term.

Termination by Customer

Customer may terminate their account by sending a cancellation request to support@superbloom.one or by following the appropriate process within their Superbloom account before the Renewal Term begins. Termination will take effect at the end of the current Services Term after Superbloom processes the cancellation request.

Termination by Superbloom

Superbloom may, at its sole discretion, immediately terminate these Terms and suspend Customer's access to the Services if required by law or due to a significant breach of the Terms by Customer.

Termination for Cause

Either party may terminate the Terms if: (i) the other party is in material breach of the Terms and fails to cure the breach within thirty days after receiving written notice; or (ii) the other party ceases business operations or becomes subject to insolvency proceedings that are not dismissed within ninety days.

Effect of Termination

Upon termination of these Terms, the rights and licenses granted by Superbloom to Customer will cease immediately, except as set forth in this Section. For up to thirty days following termination, Superbloom may, at its discretion, allow Customer to retrieve Customer Data from the Services. After this period, Superbloom may delete Customer Data and will have no obligation to store or allow retrieval of Customer Data. Post-termination assistance from Superbloom will be subject to mutual agreement, including any applicable fees and terms specified by Superbloom.

Representations and Warranties
Customer Representations and Warranties
  • It has full power and authority to enter into these Terms, including the authority to bind a business or entity if applicable.
  • Customer's use of the Services does not violate any applicable law or regulation.
  • Customer's collection, use, and disclosure of Customer Data through the Services will not violate third-party rights, including Intellectual Property Rights or any rights of privacy or publicity.
Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, as to the operation of our services or the information, content, materials, or products included on our website. To the fullest extent permissible by applicable law, we disclaim all warranties, express or implied.

General Disclaimer

THE SERVICES, SOFTWARE, MATERIALS, AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE TERMS, SUPERBLOOM AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. SUPERBLOOM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE.

Maintenance

The Service may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance by Superbloom or third-party providers, or due to other causes beyond our reasonable control.

Limitation of Liability

Superbloom shall not be liable for any damages arising from the use of our Services or from any information, content, materials, or products included on our website. To the fullest extent permitted by law, Superbloom shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your use of the Services.

Indemnification

You agree to indemnify and hold harmless Superbloom, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses arising out of or related to your use of the Services, your breach of these Terms, customer data, misuse of the Services, or your violation of any law or the rights of a third party.

Confidentiality

Superbloom and Customer each agree to keep confidential any proprietary or confidential information disclosed by the other party. This confidentiality obligation does not apply to information that is publicly known, independently developed, or lawfully received from a third party. Each party will take reasonable measures to protect the confidentiality of the other party's information.

Copyright

Superbloom will terminate the account and access rights of any copyright infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any content on the Service infringes upon your copyrights, you may submit a notification to support@superbloom.one.

Content Ownership and Rights

You retain ownership of the documents and content you upload to our platform ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute your User Content as necessary to provide the Services.

Customer Reference

Superbloom reserves the right to use Customer's name and logo for marketing or promotional purposes on Superbloom's website, marketing or advertising material, and in other communication with existing or potential Superbloom customers.

Compliance
U.S. Government Matters

Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related to the Services in violation of any U.S. laws or regulations, including those of the Department of Commerce and the Department of Treasury Office of Foreign Assets Control. As defined in FAR Section 2.101, the software and documentation installed by Superbloom are “commercial items” and are deemed to be “commercial computer software” and “commercial computer software documentation” according to DFAR Section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or documentation by the U.S. Government will be governed solely by these Terms.

Export Compliance

Each party must comply with all applicable Export Control Laws in providing and using the Services. Without limiting the foregoing:

  • Each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports.
  • Customer must not permit users to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.
Disputes
Informal Resolution

Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party. If a dispute is not resolved within sixty days of notice, Customer or Superbloom may bring a formal proceeding.

No Class or Representative Actions

Customer may only resolve disputes with Superbloom on an individual basis and may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles and provisions. Unless otherwise elected by Superbloom in a particular instance, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for the purpose of resolving any dispute relating to your access to or use of the Service.

Privacy

Customer acknowledges that information you share with us may be collected, used, and disclosed as described in the Superbloom Privacy Policy available at https://www.superbloom.one/privacy-policy. Please carefully review our Privacy Policy to understand how Superbloom collects and uses personal information.

Force Majeure

Neither party shall be liable for delay or inability to perform any of its obligations under these Terms to the extent caused by acts of God or other events beyond its reasonable control, including but not limited to governmental actions, labor unrest, acts of terrorism, riots, natural disasters, acts of war, and Internet disturbances.

Assignment and Subcontracting

Superbloom may assign, transfer, or subcontract its obligations under these Terms, in whole or in part, to its affiliates, third-party vendors, or subcontractors without prior consent or restriction. Customer may not assign, transfer, or subcontract these Terms, in whole or in part, without Superbloom's prior written consent.

Entire Agreement

These Terms constitute the entire understanding between You and Superbloom with respect to the subject matter of these Terms and supersede all previous or contemporaneous oral or written communications, representations, agreements, and understandings relating to the Services. No representations, inducements, promises, or agreements, whether oral or otherwise, between You and Superbloom that are not contained in this Agreement shall be of any force or effect except as otherwise provided and agreed to.

Contact Us

If you have any questions about these Terms of Service, please contact us at support@superbloom.one.