Last Updated: March 24, 2025
These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Superworker, Inc. ("Superworker," "us," "our," and "we") governing your access to and use of the Superworker application, website located at [website URL], and related services (collectively, the "Service").
By clicking "I Accept" or by using the Service in any way, you or the legal entity that you represent ("Customer") are unconditionally consenting to be bound by and becoming a party to this agreement with Superworker, and you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not unconditionally agree to all of the terms of this Agreement, any use of the Service is strictly prohibited.
Please note that this Agreement is subject to change by Superworker in its sole discretion at any time. When changes are made, we will make a new copy of this Agreement available on the Service. We will also update the "Last Updated" date at the top of the Agreement. If we make material changes to this Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via the e-mail associated with your account or another manner through the Service (which may include posting an announcement on the website). Superworker may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to any of the changes after receiving a notice of such changes, you shall stop accessing and using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such changes.
Means each of Customer's employees, independent contractors and developers or users who are authorized to access the Service pursuant to Customer's rights under this Agreement.
Means Superworker's software application that responds to user requests with automated replies, as found through the spreadsheet interface.
Has the meaning given in Section 10.1.
Means any content or materials of Customer or third parties provided or transmitted by Customer or its Authorized Users in connection to Customer's use of the Service.
Means any digital instructions, on-line help files, technical documentation, user manuals or other materials made available by Superworker to Customer describing the intended operation of the Service.
Means the fees for the Service which are described on Superworker's pricing webpage.
Means any and all now known or hereafter existing: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
To access certain features of the Service, you may be required to become a Registered User and register for an account. In order to access the Service, Customer may be required to become a Registered User, and accept this Agreement. For the purposes of this Agreement, a "Registered User" is a Customer who has registered an account on the Service ("Account") on behalf of an organization seeking to use the Service for internal business purposes.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your account. We encourage you to use strong passwords (e.g., passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Superworker promptly of any such unauthorized use known to Customer.
The Service is currently in beta testing phase. You understand and acknowledge that:
By entering into this Agreement, using the Service or otherwise providing us with your email address, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Account or the use of the Service and updates concerning new and existing features on the Service. If you provide us with your email address, you agree we may use it to send you communications relating to promotions run by us or our third-party partners, marketing and news concerning Superworker, and industry developments ("Promotional Communications"). IF YOU WISH TO OPT OUT OF PROMOTIONAL COMMUNICATIONS SENT VIA EMAIL, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
Subject to the terms and conditions of this Agreement, Customer shall have a non-exclusive, revocable, limited, non-transferable (except as permitted under Section 16.4), restricted right during the Term, solely for Customer's internal business purposes and in accordance with the applicable Documentation and limitations set forth in this Agreement to access and use the Service. Customer may permit any Authorized Users to access and use the features and functions of the Service as contemplated by this Agreement.
Customer will not, and will not permit any Authorized User or third party to: (a) allow any third party to access the Service; (b) modify, adapt, alter or translate the Service; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or make available on a service bureau basis, Customer's rights to access the Service; (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, training data, models (including large language models), prompts or organization, of the Service, except as permitted by law; (e) interfere in any manner with the operation of the Service; (f) modify, copy or make derivative works based on any part of the Service, including the underlying ideas, algorithms, structure, training data, models (including large language models), prompts or organization; (g) access or use the Service, or the underlying ideas, algorithms, structure, training data, models (including large language models), prompts or organization, to build a similar or competitive infrastructure or database product or service or otherwise engage in competitive analysis of the Service; (h) attempt to access the Service through any unapproved interface; (i) attempt to gain unauthorized access to any of Superworker's datacenters, systems or networks; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Superworker or its licensors on the Service; or (k) otherwise use the Service in any manner that exceeds the scope of use permitted under Section 5.1 or in a manner inconsistent with applicable law or this Agreement.
The Service, including the Documentation and all worldwide Intellectual Property Rights in the Service, are the exclusive property of Superworker and its licensors. All rights in and to the Service not expressly granted to Customer in this Agreement are reserved by Superworker and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service or any parts thereof.
From time to time, Superworker may offer services identified as beta, pilot, developer preview, non-production, evaluation or by a description of similar import ("Beta Services"). Customer may accept or decline Beta Services. If accepted by Customer, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Customer for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. Superworker may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.
Except as may otherwise be set forth in any additional terms, you acknowledge and agree that Superworker will have no obligation to provide you with any support or maintenance in connection with the Service.
Certain items of software may be provided to Customer with the Service and are subject to "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Section 5.1. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.
The Service may contain data, links or connections to or from third party websites, products or services that are not owned or controlled by Superworker, including but not limited to OpenAI and Anthropic for AI functionality, Supabase for data storage, and any third party services you select as data sources ("Third Party Services"). When you access or use Third Party Services, or data provided thereby, you accept that there are risks in doing so, and that Superworker is not responsible for such risks, or the reliability thereof. Superworker has no control over, and assumes no responsibility for, the information, accuracy, privacy policies, services, or practices of or opinions expressed in any Third Party Services.
Customer and its suppliers retain all of their rights, including all Intellectual Property Rights, in and to the Customer Materials; provided that Customer hereby grants Superworker a royalty-free, sublicensable, non-exclusive, worldwide license to use and otherwise exploit the Customer Materials in order to provide the Service to Customer.
You agree not to upload content that:
We do not actively monitor user content but reserve the right to review and remove any content that violates these Terms or that we find objectionable.
The Service incorporates artificial intelligence technology provided by third parties, including OpenAI and Anthropic. By using our AI features, you acknowledge and agree that:
We may, in the future, use anonymized user data to improve our AI capabilities. If implemented, this practice will be governed by our Privacy Policy, and appropriate notices will be provided.
Superworker may periodically request that Customer provide, and Customer agrees to provide to Superworker, ideas, suggestions, guidance, feedback, or other information regarding the use, operation, and functionality of the Service ("Feedback"). Customer hereby grants Superworker a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right and license to use and incorporate Feedback into any products and services.
Customer acknowledges that performance of the Service relies on insights derived from data collected from Superworker's customers, including, without limitation, data provided by Customer to Superworker, whether directly or ingested through an identified third-party data source ("Customer Data"). Accordingly, Customer hereby grants Superworker a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right and license to use, host, perform, display, create derivative works from, and otherwise exploit the Customer Data, including by combining Customer Data with data from third-party sources, utilizing machine learning and artificial intelligence applications, and otherwise sharing Customer Data with our Third Party Services, for the purposes of (a) providing the Service and performing its obligations and exercising its rights under this Agreement; (b) operating, analyzing, developing, improving, and promoting the Service, and Superworker's other products and services; provided that Superworker will not share any Customer Data with another customer, without Customer's consent.
In consideration for the access rights granted to Customer and the Service performed by Superworker under this Agreement, Customer will pay to Superworker the Fees based on the account tier Customer selects. All payment obligations are non-cancelable, and Fees are non-refundable.
During the beta phase, the Service is being provided free of charge. We reserve the right to introduce fees for certain features or the entire Service at any time.
When subscription services are introduced:
Unless otherwise agreed in writing by you and Superworker, you must provide a valid credit card, or any other payment provider as accepted by Superworker in its sole discretion (each, a "Payment Provider") as a condition to signing up for the Service. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not these Terms, to determine your rights and liabilities.
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Superworker's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Service, or the license of the Service to Customer.
Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
Customer: (a) will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Superworker promptly of any such unauthorized access or use thereof; (b) is responsible for providing Superworker with access to any Customer Data to support performance of the Service, and acknowledges that it is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of the Customer Data, including obtaining appropriate consents to share and use Customer Data as contemplated in this Agreement and the Documentation; (c) is responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Service, including as set forth in the Documentation, and Customer will be solely responsible for its failure to maintain such equipment, software and services; and (d) is responsible for any action or inaction with respect to the access to and use of Service by any Authorized User will be liable hereunder for any such action or inaction to the same extent as if such action or inaction had been taken by Customer.
"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Service and all enhancements and improvements thereto will be considered Confidential Information of Superworker.
The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Superworker).
The confidentiality obligations set forth in Section 10.2 will not apply to any information that the Receiving Party can demonstrate (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND SUPERWORKER MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
SUPERWORKER MAKES NO WARRANTY REGARDING THE QUALITY, FUNCTIONALITY OR ACCURACY OF THE SERVICE, OR THE COMPLETENESS OR RELIABILITY OF THE DATA OBTAINED THROUGH PROVISION OF THE SERVICE. SUPERWORKER makes no representation that the service will be free from bugs, viruses, malicious code, ERRORS or program limitations and takes no responsibilty FOR INACCURACIES IN THE RESULTS OF THE SERVICE DUE TO INACCURACIES IN THE UNDERLYING DATA. SUPERWORKER DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
CUSTOMER, AND NOT SUPERWORKER, SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF THE SERVICE, INCLUDING ANY USE OF THE RESULTS OF THE SERVICE AND DECISIONS MADE OR ACTIONS TAKEN BASED ON THE SERVICE. NOTE THAT THE CHATBOT FUNCTION IS NOT INTENDED TO REPLACE THE ADVICE OR SERVICES OF A TRAINED OR OTHER QUALIFIED PROFESSIONAL. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF CHATBOT COMMUNICATIONS OR INFORMATION PROVIDED BY THE CHATBOT IS AT YOUR OWN RISK.
EXCEPT FOR EITHER PARTY'S OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 10, CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 8, AND CUSTOMER'S MISAPPROPRIATION OF SUPERWORKER'S INTELLECTUAL PROPERTY RIGHTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF SUPERWORKER ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SUPERWORKER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
The parties agree that the limitations of liability set forth in this Section will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
The term of this Agreement commences on the earlier of Customer's acceptance of the Agreement by clicking the "I Accept" button and when Customer first accesses the Service (the "Effective Date") and shall continue in full force and effect while you use the Service, unless otherwise set forth in your Account or earlier terminated in accordance with the Agreement (the "Term").
Either party may terminate this Agreement upon written notice to the other party, with such termination effective at the end of then-current billing cycle. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Customers hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10; and (c) any amounts owed to Superworker under this Agreement will become immediately due and payable, including any outstanding overage or expenses and any remaining unpaid minimum fees.
Customer will indemnify and defend Superworker against any and all third party claims, demands, suits or proceedings and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys' fees and expenses, arising out of or in connection with, (i) Customer Materials, (ii) Customer's breach of Section 6.2; (iii) Superworker's use of Customer Data in accordance with the terms of this Agreement; or (iv) Customer's use of the Service not authorized by this Agreement, or in breach of the Agreement.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be confidential and conducted in accordance with the applicable rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in English in San Francisco, California. Notwithstanding the foregoing, this Section 15.2 will not prohibit either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
These Terms, together with the Privacy Policy, constitute the entire agreement between you and Superworker regarding your use of the Service and supersede all prior and contemporaneous written or oral agreements between you and Superworker.
To the extent permitted by law, Superworker may subcontract any services to be performed under this Agreement without Customer's consent and without providing notice. Subject to the foregoing, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Superworker, or any products utilizing such data, in violation of the United States export laws or regulations.
Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
Customer's relationship to Superworker is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Superworker.
All notices given under this Agreement shall be in writing and shall be deemed given upon receipt. Customer is responsible for providing Superworker with Customer's most current e-mail address. In the event that the last e-mail address provided by Customer to Superworker is not valid, Superworker's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Superworker at the following address: San Francisco, CA, Attn: NOTICE, or [Contact Email].
If you have any questions about these Terms, please contact us:
Superworker, Inc. San Francisco, California Email: [Contact Email] Attention: Oscar Rojas or Juan Carlos Garza
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. Upon termination, your right to use the Service will immediately cease.
You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. 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 Denied Person's List or Entity List.
If you have any questions about these Terms, please contact us:
Superworker, Inc. San Francisco, California Email: oscar@superworker.ai, jc@superworker.ai Attention: Oscar Rojas or Juan Carlos Garza