• 1.1 The provisions set out in these Terms govern your access to and your use of our website and services purchased through our other sales channels including but not limited to social networking sites such as Discord, Instagram, Twitter (collectively the “Services”) and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our website or services.
• 1.2 Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our website or services on these Terms.
• 1.3 By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our website, you agree and acknowledge that:
  • 1.3.1 you have read the terms set out in these Terms and agree to be bound by and comply with them; and
  • 1.3.2 you shall ensure that all Users of your Account abide by these Terms.
• 1.4 You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you or your you shall ensure that all persons who have access to and use your Account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
• 1.5 We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our website or your Account at any time, or remove or edit content (including content submitted by you) on our website or on any of our affiliated websites (including social media pages).
• 1.6 We reserve the right to change, modify, suspend or discontinue any portion of the Services, our website or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
• 1.7 Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our website or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.

• 2.1 Our services are offered through the www.superiority.digital website (the “Website”) and offered in paid plans, namely trough plans as set out in the relevant Order form or purchased directly through our other sales channels including but not limited to social networking sites such as Discord, Instagram, Twitter (collectively “sales channels”).
• 2.2 The respective details listed in the relevant Order Form (Services) as published and amended from time to time on the Website or via direct offer on our sales channels.
• 2.3 Subject to the terms and conditions in the Agreement, during the Agreement Term, Digital Superiority hereby grants you limited, non-exclusive, non-transferable, non-sublicensable, worldwide or your revocable rights to access and use the Services solely for the Purposes intended for purposes as selected by you in the relevant order form. You agree your subscription to access and use the Services is not contingent on delivery of any future functionality or features or the delivery of any other services.
• 2.4 Unless we expressly agree otherwise in the Agreement, all Software and Services or your all intellectual property rights associated with the Software and Services, are the sole and exclusive property of Digital Superiority. Subject to your full and complete payment of all amounts due to Digital Superiority therefor, to the extent Digital Superiority provides you or your end users with visual, textual, and/or interactive works or materials, in any form, as part of the Services, Digital Superiority grants you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, limited license to use the Services solely in connection with your permissible use of the Services.
• 2.5 You agree not to use, copy, remove, publish, distribute, perform or display any Services, or any portion thereof, in any other context or website or in connection with any other service. Except for the license granted, this is an agreement for Services and you are not granted any licenses under the Agreement. You will not take any actions inconsistent with our ownership of each of our rights in the Software and the Services.
• 2.6 In connection with the rights and licenses granted by Digital Superiority under the Agreement, Digital Superiority may provide you with user manuals, reference manuals, (collectively, the “Documentation”). Digital Superiority is the sole and exclusive owner of all right, title and interest in and to the Documentation and all of the intellectual property rights associated with the Documentation.
• 2.7 You agree you will not, directly or indirectly:
  • 2.7.1 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, Documentation, Services or data related to the Services (“Software”);
  • 2.7.2 remove any proprietary notices or labels from the Services or any Software; reproduce or copy the Software or the Services or any part thereof;
  • 2.7.3 modify, translate, or create derivative works based on the Services or any Software;
  • 2.7.4 copy, sell, license, sublicense, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, the Services, or any Software;
  • 2.7.5 create any derivative product from any of the foregoing;
  • 2.7.6 without our express written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services;
  • 2.7.7 perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof;
  • 2.7.8 upload, link to or post any portion of the Software and/or the Services on a bulletin board, intranet, extranet or website;
  • 2.7.9 use or distribute the Software and/or the Services in violation of any applicable laws, regulations or export restrictions;
  • 2.7.10 possess or use the Software in any format other than machine-readable format;
  • 2.7.11 use the licenses and rights granted under the Agreement to design, develop or distribute a commercial product or service that competes with the Services;
  • 2.7.12 circumvent or attempt to circumvent any technological measures designed to enforce certain limitations or instructions with respect to your use of the Services;
  • 2.7.13 use the Services to send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or
  • 2.7.14 allow third parties to gain access to the Services or to otherwise use the Services in any manner other than as expressly permitted in this Agreement. Digital Superiority reserves all rights in the Services not explicitly granted herein.
• 2.8 You acknowledge and agree that the Services, the Software, Digital Superiority names and logos and all related product and service names, design marks and slogans or your all other material comprising the Software or the Services, are the property of Digital Superiority or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by Digital Superiority or by other parties that have licensed their material to Digital Superiority. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Digital Superiority.
• 2.9 Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain in Digital Superiority or its third-party suppliers, as the case may be.
• 2.10 You acknowledge and agree that any comments, ideas and/or reports provided to Digital Superiority (“Feedback”) shall be the property of Digital Superiority and you hereby irrevocably transfer and assign to Digital Superiority such Feedback or your all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

• 3.1 Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our website or the relevant pro-forma invoice when using our sales channels.
• 3.2 If you purchase a recurring subscription from us, the subscription period for your Order shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our website. By purchasing the recurring subscription, you authorise us or our related payment processor (Stripe) to automatically charge the Fees:
  • 3.2.1 upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
  • 3.2.2 on the renewal date of the subscription period thereafter, without any further action by you.
• 3.3 Any Fees due in relation to your Order must be paid by their due date for payment, as notified to you through our website or the relevant pro-forma invoice or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your Order or any of the Services.
• 3.4 Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
• 3.5 You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
• 3.6 All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
• 3.7 We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
• 3.8 Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our website, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.

• 4.1 You irrevocably and unconditionally represent and warrant that any of your content uploaded to our website complies with our Privacy Policy, the DPA and GDPR and any other applicable laws.
• 4.2 You are fully responsible for your content uploaded to our website. We will not be responsible, or liable to any third party, for:
  • 4.2.1 the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our website; or
  • 4.2.2 the loss of any content or data (whether in physical or digital form) provided to us by you. You should keep a record of all such content and data.
• 4.3 We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• 4.4 We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymised and used only for the purposes of improving the Services and our response to users of the website.
• 4.5 We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our website constitutes a violation of their rights under applicable law.

• 5.1 You may use our website and Services only for lawful purposes. You may not use our website and Services:
  • 5.1.1 in any way that breaches any applicable local or international laws or regulations;
  • 5.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • 5.1.3 to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
  • 5.1.4 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
• 5.2 You also agree:
  • 5.2.1 not to reproduce, duplicate, copy or re-sell any part of our website and Services in contravention of the provisions of our Terms; and
  • 5.2.2 not to access without authority, interfere with, damage or disrupt:
  • 5.2.3 any part of our website and Services;
  • 5.2.4 any equipment or network on which our website and Services are stored;
  • 5.2.5 any software used in the provision of our website and Services; or
  • 5.2.6 any equipment or network or software owned or used by any third party.

• 6.1 Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:
  • 6.1.1 save for internal distribution amongst your employees and persons authorised by you for your internal business purposes or your any other purposes contemplated under these Terms or the website or Services, not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our website or Services or any of the contents therein for any commercial or other purposes;
  • 6.1.2 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our website or Services nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, our website or Services or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
  • 6.1.3 not to provide or otherwise make available our website or Services in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
  • 6.1.4 to include our copyright notice on all entire and partial copies you make of our website or Services on any medium;
  • 6.1.5 to comply with all applicable technology control or export laws and regulations; and
  • 6.1.6 not to disrupt, disable, or otherwise impair the proper working of the Services, our website or Services or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.

• 7.1 You acknowledge that all intellectual property rights in our website anywhere in the world belong to us, that rights in our website and Services are licensed (not sold) to you or your that you have no rights in, or to, our website other than the right to use them in accordance with these Terms.
• 7.2 Any intellectual property rights in content uploaded by you to our website or Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the website or Services.
• 7.3 You acknowledge that you have no right to have access to our website in source code form.
• 7.4 Save for internal distribution amongst your employees and persons authorised by you for your internal business purposes and any other purposes contemplated under these Terms or the website or Services, you must not modify the paper or digital copies of any materials you have printed off or downloaded from our website or Services in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
• 7.5 Our status (and that of any identified contributors) as the authors of content on our website or Services must always be acknowledged.
• 7.6 You must not use any part of the content on our website or Services for commercial purposes not specified on our website without obtaining a licence to do so from us or our licensors.
• 7.7 If you print off, copy or download any content on our website in breach of this Agreement, your right to use our website or Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

• 8.1 While we make all efforts to maintain the accuracy of the information on our website or Services, we provide the Services, website or Services and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
• 8.2 To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our website or Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our website, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
• 8.3 Digital Superiority represents and warrants that i) the Services provided hereunder will be performed in a professional manner or your ii) any software, hardware, bots, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Digital Superiority or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.
• 8.4 Except as set forth in this agreement, electronic services are provided on an “as is” and “as available” basis or your Digital Superiority expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
• 8.5 Digital Superiority makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties.

• 9.1 We are not liable for the completeness, accuracy or correctness of any information uploaded on our website and any Related Content. You expressly agree that your use of the Services and our website, is at your sole risk.
• 9.2 We do not assist with dispute resolution between any you and any Consultant and are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, you are responsible for contacting the relevant Consultant. Without prejudice to the foregoing, we remain entitled at all times to investigate at our discretion any complaint regarding the use of our website or Services or any suspected unlawful activity and to take any action that we deem appropriate, including to file a report with the appropriate authorities.
• 9.3 You agree not to use the Services, our website and the Related Content for any re-sale purposes or your we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our website or any other website or software) or Services for:
  • 9.3.1 loss of profits, sales, business, or revenue;
  • 9.3.2 business interruption;
  • 9.3.3 loss of anticipated savings;
  • 9.3.4 loss or corruption of data or information;
  • 9.3.5 loss of business opportunity, goodwill or reputation; or
  • 9.3.6 any other indirect or consequential loss or damage.
• 9.4 Nothing in these Terms shall limit or exclude our liability for:
  • 9.4.1 death or personal injury resulting from our negligence;
  • 9.4.2 fraud; and/or
  • 9.4.3 any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
• 9.5 Our website and Services are not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
• 9.6 These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our website. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our website which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

You agree to indemnify and hold us, our related corporations or your our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages) or your reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our website, Services, and/or any websites or software in relation thereto or otherwise or your whether in respect of your breach of these Terms (including our Privacy Policy, or Cookie Policy) or any laws or regulations or otherwise.

• 11.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms
• 11.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
• 11.3 No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
• 11.4 These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter or your supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
• 11.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing or your that will not mean that we will automatically waive any later default by you.
• 11.6 Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
• 11.7 These Terms, its subject matter and its formation or your any other disputes or claims in connection therewith, are governed by the law of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.