Latest update: Oct 14, 2024
The website and service located at
www.spchatgpt.com, app.spchatgpt.com and other sub domains and the web browser extension Superpower
ChatGPT (the
“Site”) and is a copyrighted work belonging to FancyDino, LLc. (“FancyDino”,
“Service Provider”, “Company”, “us”,
“our”, and “we”). Particular features of the service are offered via paid
automatic subscription payments and this SaaS Billing Agreement.
This SaaS Billing Agreement (“Agreement”) is made and entered into on the date of acceptance of the paid
service by the Customer (“Effective Date”), by and between the Service Provider and the Customer upon
purchase, in addition to the
general terms for Superpower ChatGPT our
privacy policy the
terms for use of the Browser Extension and our
usage policy.
1. Definitions
For the purposes of this Agreement, the following terms have the meanings set forth below:
- “Service” means the software as a service (SaaS) provided by the Service Provider.
- “Customer” means the entity or individual that subscribes to the Service.
- “Agreement Term” means the period during which the Customer is authorized to use the Service.
- “Confidential Information” means any information or data that is disclosed by one party to
the other
party, and that is identified as confidential or would reasonably be considered confidential under the
circumstances.
2. Service
- The Service Provider shall provide the Service to the Customer during the Agreement Term. The
Service
Provider shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a
week, except for scheduled maintenance, which shall be communicated in advance.
- The Service Provider shall provide the Service in accordance with applicable laws and
regulations,
including,
but not limited to, the Local and Worldwide Data Protection Laws.
- The Service Provider reserves the right to modify or discontinue the Service, or any portion
of the
Service,
at any time without notice. The Service Provider shall not be liable to the Customer or any third party
for
any modification, suspension, or discontinuance of the Service.
3. Payment
- The Customer shall pay the Service Provider the fees specified in the invoice provided by the Service
Provider. The fees are due and payable upon receipt of the invoice.
- The Service period for a subscription shall be either 1 month or 12 months. The Customer may select the
desired Service period at the time of purchase.
- The Service Provider reserves the right to suspend the Service if the fees are not paid on time. The
Service
Provider shall not be liable to the Customer or any third party for any suspension of the Service.
- The fees paid by the Customer are non-refundable. The Service Provider does not offer any refunds or
credits
for any partial months of Service or for any unused portion of the Agreement Term.
4. Automatic Renewal and Recurring Charges
- This Agreement shall automatically renew for successive Service periods, each of which shall have the same
duration as the initial Service period, unless the Customer cancels the Service before the end of the
Agreement Term.
- The Service Provider reserves the right to change the fees at the beginning of each renewal term upon
notice
to the Customer.
- The Customer will not receive any notice of auto-renewal at any time. All subscription plans use recurring
billing. The Customer will automatically be invoiced and charged the subscription fee for the subsequent
period until canceled according to these terms.
- The Customer is obliged to solve all problems that lead to payment defaults within 48 hours. Failed debit
attempts of a new payment, e.g.: by an expired credit card, do not release the Customer from the obligation
to
pay.
- The fees due specified by this Agreement, Pricing Plans and the Order forms are indexed and will increase
with The European Union Consumer Price Index (CPI) + 5% on a calendar year basis upon the next automatic
renewal and charge.
5. Customer’s Responsibility to Cancel
- The Customer is responsible for canceling the Service before the end of the Service period. The Customer
may
cancel the Service by using the provided cancellation methods in the Billing Portal provided and operated by
Stripe and accessible anytime using the “Settings -> Pro Account -> Manage my subscription” link inside the extension.
- No cancellation will be accepted via email, phone, or other means outside of the app. No cancellation will
be
performed by the Service Provider on behalf of the Customer in the Billing Portal of Service provided and
operated by Stripe. Only authorized users are able and allowed to cancel the subscription. By entering into
this Agreement, the Customer accepts all responsibility for all recurring charges prior to cancellation in
the
Billing Portal provided and operated by Stripe.
6. No Refunds
- The Provider is not obligated to provide the Customer a refund at any time. If the Customer chooses to
cancel
the Customer account during the Subscription Period, Customer will not be refunded in whole or in part. If
the
Customer chooses to downgrade Customer plan level during the Subscription Period, Customer may be entitled
to
pay a lower amount upon renewal, but the Customer is not entitled to a refund at any time.
- By purchasing the Service the Customer explicitly consents to the immediate performance of this contract
and
acknowledges that they will lose the right to withdraw from the contract once the access to the software or
service has been granted. You, the Customer, understand and agree that once you have been granted access to
the Service, the Service will be considered fully performed, and you will not be able to exercise your right
to withdraw or request a refund under the 14-day withdrawal period as per EU consumer protection regulations
or similar regulations in other jurisdictions. Access to the Service will be granted immediately upon
payment
of the Service fee or reneweal fee by provisioning of all data and quota to the Customer immediately. The
Customer can decide to consume the provisioned data and quota at any time. The Customer is not entitled to a
refund for any unused data or quota.
- In the event that the Provider is compelled by legal reasons or a credit card charge back to return funds,
the Provider reserves the right to terminate all business relations with the Customer. In such a scenario,
the
Provider will also delete all data associated with the Customer and will not enter into any future
relationships with the Customer.
7. Multiple Subscriptions and User Licenses
- The Customer may have multiple parallel subscriptions. It is the sole responsibility of the Customer to
manage these subscriptions, including canceling them before renewal. The Service Provider shall not be
liable
for any charges incurred due to the Customer’s failure to cancel a subscription before renewal.
- The Customer may have multiple user licenses with their subscriptions. It is the sole responsibility of the
Customer to manage these licenses, and they are deemed active and usable upon purchase. The Customer
expressly
acknowledges and agrees that once user licenses are purchased, they cannot assert any claim that such
licenses
are unusable, defective, or unsatisfactory in any manner. Accordingly, the Customer is not entitled to seek
a
partial or full refund or credit for these user licenses under any circumstances.
8. Taxes
- The Service fee is the net fee excluding additional applicable local taxes, such as sales tax or EU VAT.
The
Service Provider reserves the right to change the fees at any time upon notice to the Customer.
- The Customer accepts the responsibility to pay any applicable taxes, and if exempt from such taxes, to
recover them from local tax authorities. The Customer shall provide evidence of exemption to the Service
Provider, if applicable, before the Service Provider delivers the Service.
- The EU reverse charge mechanism that requires business to identify as businesses is not implemented or
supported due to the highly automated nature of the service. EU business entities purchasing the Service
will
be charged their local VAT like consumers and can recover the collected taxes from their local tax
authorities
based on the VAT invoices issued by the Service Provider.
9. Intellectual Property
- The Service Provider shall retain all right, title, and interest in and to the Service, including all
intellectual property rights. The Customer shall not acquire any rights in the Service except as expressly
set
forth in this Agreement.
- The Customer shall not reverse engineer, decompile, or disassemble the Service, or otherwise attempt to
discover the source code or underlying algorithms of the Service.
10. Confidentiality, Data Protection and Security
- The Service Provider shall comply with all applicable laws and regulations regarding data protection and
security. The Service Provider shall implement appropriate technical and organizational measures to ensure a
level of security appropriate to the risks presented by the processing of the Customer’s data.
- The Customer shall comply with all applicable laws and regulations regarding data protection and security.
The Customer shall ensure that all authorized users of the Service comply with these requirements. The
Customer shall be responsible for any unauthorized access or use of the Service.
11. Termination
Either party may terminate this Agreement upon written notice to the other party if the other party
breaches
any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after
receipt of written notice of such breach.
12. Indemnification
The Customer shall indemnify and hold the Service Provider and its affiliates and their respective
directors,
officers, employees, and agents harmless from and against any and all claims, damages, costs, and expenses,
including reasonable attorneys’ fees, arising out of or in connection with the Customer’s use of the
Service,
any breach by the Customer of this Agreement, or any violation by the Customer of any law or regulation.
13. Limitation of Liability
- The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive
damages, including loss of profits, revenue, data, or use, arising out of or in connection with this
Agreement
or the Service, even if the Service Provider has been advised of the possibility of such damages.
- The Service Provider’s aggregate liability for any and all claims arising out of or in connection with this
Agreement or the Service, regardless of the form of action giving rise to such liability (whether in
contract,
tort, or otherwise), shall be limited to the fees paid by the Customer to the Service Provider under this
Agreement for the twelve (12) months preceding the event giving rise to such liability.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws State of Delaware located,
without regard to its conflict of law principles. Any legal action or proceeding arising out of or in
connection with this Agreement shall be brought exclusively in the State or Federal Courts located in the
State of Delaware.
15. Entire Agreement
This Agreement in addition to the
general terms for Superpower ChatGPT our
privacy policy the
terms for use of the Browser Extension and our
usage policy constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect to such
subject matter. This Agreement may not be modified or amended except in writing signed by both parties.