Terms of Service Agreement
Welcome to Superblocks, an internal tooling platform for developers located at https://www.superblockshq.com (“Platform”).
Please read this Terms of Service Agreement ("Agreement") carefully. This Agreement is a legal contract between You ("User", “You”) and DayZero Software Inc. doing business as “Superblocks” (“Superblocks”, “We”, “Us”)). This Agreement governs your use of the Platform and applies to all individual Users visiting or using the Platform; including Users that are using the Platform on behalf of an enterprise that has agreed to our Master Subscription Agreement (“Enterprise Agreement”).
This Agreement commences when you first accept it in accordance with Section 1 below and applies to all of your subsequent use of the Platform.
1. ACCEPTANCE. By clicking on the “I Accept” button, completing the registration process, and/or using the Platform, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Platform; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Platform.
2. CHANGES TO THIS AGREEMENT. This Agreement is subject to 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. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. 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.
3. ENTERPRISE ACCOUNTS. If you are accessing the Platform through an account linked to, created, or maintained by your employer or any other enterprise (“Enterprise”) that has an Enterprise Agreement with us (“Enterprise Account”), your Enterprise may have access to Your Content (defined below) and the enterprise-related features of your Enterprise Account, including the ability to terminate such features, or your access to or use of them. We are not responsible for actions of your Enterprise with respect to your Enterprise Account in such cases. If you are using the Platform through an Enterprise Account, you must, and you warrant that you will, comply with your Enterprise's policies related to use of the Platform, including, without limitation, applicable user account, social media and confidentiality policies (the “Enterprise Policies”), in addition to this Agreement. You acknowledge and agree that this Agreement is incorporated into the Enterprise Policies and/or any agreement with your Enterprise to which you are bound, and the terms of the Enterprise Agreement prevail in the event of conflict with this Agreement.
4. ACCESS TO THE PLATFORM; RESTRICTIONS.
4.1 Access to the Platform. The Platform, the information and content available on the Platform, and any other technology made available by Superblocks (collectively, the “Superblocks Technology”) are protected by copyright laws throughout the world. Subject to the Agreement, Superblocks grants you a limited license to use and reproduce portions of the Superblocks Technology for the sole purpose of using the Platform for your personal or internal business purposes. If you are accessing the Platform through an Enterprise Account, your rights to use the Platform shall be subject to the rights granted by us to your Enterprise through the Enterprise Agreement.
4.2 Updates. You acknowledge and agree that Superblocks may update the Platform from time to time with or without notifying You. You may need to update third-party software from time to time in order to use the Platform.
4.3 Restrictions. You shall not: (a) allow any third party to access the Superblocks Technology except as expressly allowed by Superblocks (for clarity, this does not limit your right to make certain tools developed through the Platform publicly available); (b) modify, adapt, alter or translate the Superblocks Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Superblocks Technology for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Superblocks Technology, except as permitted by law; (e) interfere in any manner with the operation of the Superblocks Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform without prior authorization of Superblocks; (f) modify, copy or make derivative works based on any part of the Superblocks Technology; (g) access or use the Superblocks Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (h) attempt to access the Platform through any unapproved interface; (i) use the Platform in connection with any of your time-critical or mission-critical functions; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Superblocks or its licensors on the Superblocks Technology or any copies thereof; or (k) otherwise use the Superblocks Technology in any manner that exceeds the scope of use permitted under this Agreement or in a manner inconsistent with applicable law. Superblocks reserves the right to suspend your access to the Platform and Superblocks Technology for any failure, or suspected failure, to comply with the foregoing conditions.
4.4 Usernames and Passwords. When you sign up through an Enterprise Account, you will use your own unique username and password or single sign on credentials to access the Platform pursuant to this Agreement (“Credentials”). Users may only access the Platform during one (1) concurrent login session. Your unique Credentials will be used only by you when accessing the Platform and you are responsible for maintaining the confidentiality of your Credentials. Superblocks reserves the right to suspend, disable or terminate any User’s access to the Platform that Superblocks reasonably determines may have been used by an unauthorized third party. The unique Credentials cannot be shared or used by more than one individual Authorized User to access the Platform.
4.5 Superblocks Content. You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of any content and information that you provide or submit, or import from Third-Party Services (defined below) in connection with your use of the Platform (“Your Content”). You and/or your Enterprise are obligated to obtain all third party licenses, consents and permissions needed for Superblocks to use and process Your Content to operate the Platform, including the right to integrate with, and pull Your Content from, Third-Party Services (defined below). You hereby grant to Superblocks all necessary rights for Superblocks to use Your Content for the purposes of operating and improving the Platform. You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content. Superblocks is not obligated to back up any of Your Content; you are solely responsible for creating backup copies of any of Your Content at your sole cost and expense.
4.6 Necessary Equipment. You are responsible for providing all equipment and software necessary to connect to the Platform,
including but not limited to, applicable application program interfaces that have sufficient bandwidth to facilitate the Services. You are solely responsible for any fees, including internet connection fees, that you incur when accessing the Platform.
4.7 Beta Services. From time to time, Superblocks may offer new “beta” features or tools with which eligible Users may experiment. Such features or tools are offered solely for experimental purposes and without warranty of any kind, and may be modified or discontinued at Superblocks’ sole discretion. The provisions of this Section apply with full force to such features or tools.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Superblocks Technology. This Agreement does not grant you any ownership interest in the Superblocks Technology. The Superblocks Technology is proprietary to Superblocks and Superblocks and/or its licensors have and retain all right, title and interest, including all Intellectual Property Rights therein. You acknowledge that any trademarks, trade names, logos, service marks, or symbols adopted by Superblocks to identify the Platform belong to Superblocks and/or its licensors, and that you have no rights therein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Superblocks Technology, including any right to obtain possession of any source code, data or other technical material relating to the Superblocks Technology. All rights not expressly granted to you are reserved to Superblocks. For the purposes of this Agreement, “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
5.2 User License; Ownership. As between us and you, Your Content, and all worldwide Intellectual Property Rights therein, are your exclusive property. You hereby grant to Superblocks a non-exclusive, worldwide, perpetual, royalty-free and fully paid license during the Term to: (a) process and use Your Content as necessary for purposes of providing and improving the Platform and associated products and services. Superblocks may generate Usage Data to operate, improve, analyze and support the Platform for benchmarking and reporting and for Superblocks’ other lawful business purposes. For the purposes of this Section, “Usage Data” means technical logs, account and login data, data and aggregated learnings about your and your Enterprise’s use of the Platform (e.g., frequency of logins, volume of Your Content processed). If you are accessing the Platform through an Enterprise Account, you acknowledge that your Enterprise has granted certain rights to Superblocks, which may include User Content. Nothing contained in this Agreement is intended to limit or abridge the rights granted to Superblocks by your Enterprise under an Enterprise Agreement.
5.3 Feedback. You hereby grant to Superblocks a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you related to the Superblocks Technology, including for the purpose of improving and enhancing the Platform.
6. WARRANTIES; DISCLAIMERS.
6.1 User Warranty. You represent and warrant that: (a) you have procured all applicable consents required to provide Your Content to Superblocks, including in accordance with all applicable laws; (b) Your Content will not: (i) infringe or misappropriate any third party’s Intellectual Property Rights; (ii) be deceptive, defamatory, obscene, pornographic or unlawful; (ii) contain any viruses, worms or other malicious computer programming codes intended to damage Superblocks’ Technology; and (iv) otherwise violate the rights of a third party; and (c) you shall not upload to the Platform any content that contains any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers).
6.2 DISCLAIMER.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SUPERBLOCKS TECHOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SUPERBLOCKS AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, ORAL, STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING, OR OTHERWISE. SUPERBLOCKS AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SUPERBLOCKS TECHNOLOGY, AND ANY OTHER PRODUCT OR SERVICES FURNISHED UNDER THIS AGREEMENT.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPERBLOCKS DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT THE PLATFORM OR THE SERVICES WILL OPERATE WITHOUT INTERRUPTION AND SUPERBLOCKS GRANTS NO WARRANTY REGARDING THE USE BY USERS OF THE PLATFORM OR SERVICES. THE SUPERBLOCKS TECHNOLOGY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUPERBLOCKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
(c) YOU ACKNOWLEDGE AND AGREE THAT SUPERBLOCKS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUPERBLOCKS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PROVIDERS OF THE THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU.
7. THIRD-PARTY INTEGRATIONS. In order to provide the Services, the Platform integrates with certain third-party websites and applications (“Third-Party Services”). You are responsible for enabling the integration of each Third-Party Service and by doing so, You acknowledge that you are instructing Superblocks to share Your Content with the providers of such Third-Party Services in order to facilitate the integration. User is responsible for notifying such Third-Party Services provider of the integration. Such Third-Party Services are not under the control of Superblocks and Superblocks is not responsible for any Third-Party Services. Your use of the Third-Party Services is governed by your, or your Enterprise’s, agreement with, and all applicable terms and policies including privacy and data gather practices of, providers of the Third-Party Services.
8. INDEMNIFICATION. You agree to indemnify and hold Superblocks, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Superblocks Party” and collectively, the “Superblocks Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Superblocks Technology; (c) your violation of the Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Superblocks reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Superblocks in asserting any available defenses. This provision does not require you to indemnify any of the Superblocks Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Platform. You agree that the provisions in this section will survive any termination of your account, the Agreement and/or your access to the Platform.
9. LIMITATION OF LIABILITY.
9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUPERBLOCKS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUPERBLOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SUPERBLOCKS TECHNOLOGY, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE SUPERBLOCKS TECHNOLOGY; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SUPERBLOCKS TECHNOLOGY; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (D) ANY OTHER MATTER RELATED TO THE SUPERBLOCKS TECHNOLOGY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERBLOCKS PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A SUPERBLOCKS PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A SUPERBLOCKS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SUPERBLOCKS PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $100; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERBLOCKS PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A SUPERBLOCKS PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A SUPERBLOCKS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9.3 Enterprises. YOU ACKNOWLEDGE AND AGREE THAT SUPERBLOCKS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUPERBLOCKS PARTIES LIABLE, FOR THE CONDUCT OF YOUR ENTERPRISE IN CONNECTION WITH YOUR ENTERPRISE ACCOUNT, AND THAT ANY DISPUTE YOU HAVE WITH SUCH ENTERPRISE SHALL BE SOLELY BETWEEN THE ENTERPRISE AND YOU.
9.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPERBLOCKS AND YOU.
10. GENERAL PROVISIONS.
10.1 Electronic Communications. The communications between you and Superblocks may take place via electronic means, whether you visit Superblocks Technology or send Superblocks e-mails, or whether Superblocks posts notices on Superblocks Technology or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Superblocks in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Superblocks provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
10.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Superblocks’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
10.3 Force Majeure. Superblocks shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
10.4 Governing Law; Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Both you and Superblocks agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.
10.5 Notice. Where Superblocks requires that you provide an e-mail address, you are responsible for providing Superblocks with your most current e-mail address. In the event that the last e-mail address you provided to Superblocks is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Superblocks’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Superblocks at the following address: support@superblockshq.com. Such notice shall be deemed given when received by Superblocks by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
10.6 Waiver; Severability. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.7 Export Control. You may not use, export, import, or transfer Superblocks Technology except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Superblocks Technology, and any other applicable laws. In particular, but without limitation, Superblocks Technology may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Superblocks Technology, 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. You also will not use Superblocks Technology for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Superblocks are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Superblocks products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
10.8 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
10.9 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
[End of Agreement]
