Terms of Service

These Terms of Service ("Terms") govern your use of the Superstorefront Inc. e-commerce platform and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

1. Acceptance of Terms

This is a legal agreement between Superstorefront Inc. ("Superstorefront," "we," "us," or "our") and the individual or entity ("you" or "Merchant") accessing or using the Service. These Terms incorporate by reference any specific Merchant Agreement entered into between you and Superstorefront. In the event of any direct conflict between the specific commercial terms explicitly stated in a Merchant Agreement (e.g., regarding Subscription Fee, Payment Terms, Term and Termination) and these Terms, the terms of the Merchant Agreement shall prevail solely with respect to those specific commercial terms.

2. The Service

Superstorefront provides an e-commerce platform that allows merchants to create and operate an online storefront for their grocery business. The Service includes various features and functionalities as made available by Superstorefront from time to time. We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) with or without notice at any time.

3. Account Registration and Security

3.1.

To access and use the Service, you must register for an account. You agree to provide accurate, complete, and current information during the registration process and to maintain and promptly update such information to keep it accurate, current, and complete.

3.2.

You are solely responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Superstorefront is not liable for any loss or damage arising from your failure to protect your account credentials.

4. Subscription Fees and Payment

Access to and use of the Service is subject to a monthly subscription fee as specified in your Merchant Agreement. All fees are non-refundable. Payment terms, including billing cycles, due dates, grace periods, and late fees, are outlined in your Merchant Agreement and/or billing system. Superstorefront reserves the right to change its Subscription Fees at its discretion, providing you with notice as per your Merchant Agreement.

5. Term and Termination

The term of your access to the Service is governed by your Merchant Agreement. You may terminate your use of the Service as outlined in your Merchant Agreement. Superstorefront may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms or your Merchant Agreement. Upon termination, your right to use the Service will immediately cease. Sections related to intellectual property, data ownership and usage, payment of outstanding fees, disclaimers, limitation of liability, indemnification, governing law, and miscellaneous provisions will survive termination.

6. Technical Support

Superstorefront will provide technical support reasonably required for the successful operation and functionality of the Service itself and the Merchant's online storefront. The specific channels of support (e.g., email, online portal) and typical response times will be communicated to you by Superstorefront and may vary based on the nature of the inquiry. We strive to provide timely and effective assistance to ensure the smooth operation of your online grocery business.

7. Merchant Responsibilities

7.1. Accuracy of Store Information:

You are solely responsible for the accuracy, completeness, and legality of all data and content you upload, submit, or display on your storefront through the Service, including but not limited to inventory details, product descriptions, pricing, images, and sales data.

7.2. Inventory and Pricing:

It is your critical responsibility to maintain accurate inventory levels and pricing for all products listed on your storefront. While our system may offer features to assist or attempt to populate missing data (such as photos) as a best effort, you bear the ultimate responsibility for verifying and ensuring the accuracy, truthfulness, and legality of all product information, pricing, and availability displayed on your storefront. You acknowledge that our system will not change prices without your input, but you are responsible for the initial accuracy and any subsequent updates.

7.3. Order Fulfillment:

You are solely responsible for accepting, processing, and fulfilling all orders placed by your customers through your storefront, including picking, packing, and making items available for in-store pickup in a timely and professional manner. You retain the right to cancel an order or specific items within an order if necessary, and you are responsible for communicating such cancellations to the customer.

7.4. Customer Service:

You are solely responsible for handling all customer service inquiries, issues, and disputes arising from or related to the products you sell, the orders placed through your storefront, and the customer experience. You agree that Superstorefront is not responsible for customer service related to your products or orders.

7.5. Compliance with Laws:

You represent and warrant that your business operations, the products you sell, and your use of the Service comply with all applicable local, state, federal, and international laws, regulations, and ordinances, including but not limited to those related to food safety, product labeling, business licenses, consumer protection, privacy, and data security.

7.6. Customer-Facing Policies:

You are solely responsible for creating, maintaining, and displaying your own customer-facing Terms of Service (or Terms of Sale) and Privacy Policy on your storefront, which must comply with all applicable laws and accurately reflect your business practices and how you handle customer data.

7.7. Compliance with Payment Network Rules:

By using the payment processing features of the Service via Stripe, you agree to comply with all applicable rules and regulations of the payment card networks (e.g., Visa, Mastercard, American Express).

7.8. Prohibited Activities:

You agree not to use the Service for, and warrant that your content and activities will not involve:

• Any illegal or fraudulent purpose or in violation of any applicable law or regulation.
• Infringement upon or violation of our intellectual property rights or the intellectual property rights of others.
• Uploading or transmitting viruses, worms, defects, Trojan horses, or any other items of a destructive nature.
• Spamming, phishing, or engaging in any deceptive or misleading practices.
• Collecting or harvesting any personally identifiable information from the Service or other users without their express consent.
• Interfering with or disrupting the integrity or performance of the Service or the data contained therein.
• Attempting to gain unauthorized access to the Service or its related systems or networks.
• Selling or promoting products or services that are illegal, harmful, offensive, or violate the rights of others.
• Any activity that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service.

8. Superstorefront's Role and Support

8.1.

Superstorefront provides the software platform and related infrastructure that enables you to operate your online storefront, manage inventory, and process orders.

8.2.

We are not a party to the transactions between you and your customers. We are not the seller of the products offered on your storefront and expressly disclaim any responsibility or liability for the quality, safety, legality, availability, or fulfillment of your products, or for your interactions with your customers.

8.3. Technical Support:

Superstorefront will provide technical support reasonably required for the successful operation and functionality of the Service itself and the Merchant's online storefront. The availability, scope, and response times of this technical support are as further described in these Terms. We are not responsible for providing customer service or support to your end customers.

9. Payment Processing and Taxes

9.1.

We integrate with Stripe, including Stripe Tax and Stripe Connect, to facilitate customer payments for orders placed through your storefront and to enable direct payouts to your designated Stripe account.

9.2.

By using the payment processing features of the Service, you agree to be bound by the applicable terms and conditions and privacy policies of Stripe.

9.3.

Superstorefront does not receive, hold, or store customer funds or sensitive payment card information on our platform. All financial transactions are processed directly by Stripe.

9.4.

You are solely responsible for ensuring your Stripe account is properly set up and maintained to receive payouts. Superstorefront is not responsible for any delays, errors, or issues with payment processing or payouts caused by Stripe or your Stripe account configuration.

9.5. Taxes:

You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes (including sales tax, value-added tax, and any other taxes) related to the sale of your products through the Service. While the Service may provide tools like Stripe Tax to assist with tax calculation and reporting, you acknowledge that these tools are for assistance only, and you bear the ultimate responsibility for the accuracy and compliance of your tax obligations. Superstorefront is not responsible for your tax obligations.

10. Fees and Payment

10.1.

Your subscription fee for the Service will be agreed upon separately between you and Superstorefront Inc. in a distinct agreement or order form.

10.2.

Subscription fees are billed on a monthly basis.

10.3.

Payments are due as specified in the billing system. A grace period of three (3) calendar days will be provided for late payments before a late fee, as specified in your billing agreement, may be charged. If payment is not received within ten (10) calendar days of the due date, your access to the Service, including your online storefront, may be suspended or terminated at our sole discretion.

10.4.

All subscription fees are non-refundable.

11. Data Ownership and Usage

11.1.

You own all inventory data, sales data, customer data, and other content that you provide or that is generated through your use of your storefront on the Service ("Your Data").

11.2. Data Controller and Processor:

You are the data controller for the personal data of your customers collected through your storefront. Superstorefront acts as a data processor, processing such data only on your behalf to provide the Service.

11.3.

You grant Superstorefront a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, adapt, and create derivative works of Your Data solely for the purposes of:

• Providing, maintaining, and improving the Service for you and other users.
• Processing transactions via Stripe.
• Generating and providing anonymized and aggregated insights, analytics, and recommendations to you and other Merchants and users of the platform.
• Developing new features, products, and services.

11.4.

We will not sell Your Data.

11.5.

We will take commercially reasonable steps to protect sensitive information about your business and your customers, as further detailed in our Privacy Policy. When Your Data is used for insights and recommendations shared with others, it is processed to remove identifying information about your specific store, aiming to ensure that individual store data cannot be readily identified.

11.6. Data Export Upon Termination:

Upon termination of this Agreement, or at any time upon your written request, Superstorefront will, within a reasonable timeframe, provide you with the ability to export Your Data in a standard, machine-readable format. This data export functionality will remain available for a period of thirty (30) days following the effective date of termination. After this 30-day period, or upon your earlier request, Superstorefront will delete Your Data from its active systems, subject to its data retention policies and legal obligations. Superstorefront reserves the right to charge a reasonable administrative fee for data export requests made after the initial 30-day post-termination period.

12. Intellectual Property

12.1.

Superstorefront owns all rights, title, and interest in and to the Service, including all software, technology, content (excluding Your Data), visual interfaces, interactive features, graphics, design, compilation, computer code, products, services, and all other elements of the Service, and all intellectual property rights related thereto ("Superstorefront IP"). Superstorefront IP is protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights and applicable laws.

12.2.

You retain ownership of Your Data, your store's specific branding elements (e.g., logo, store name), and content that you upload or create using the Service, provided you have the necessary rights to such content.

12.3.

You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for the purpose of operating your online storefront in accordance with these Terms. This right does not grant you any ownership or license in the Superstorefront IP except as expressly set forth herein.

13. Third-Party Services

13.1.

The Service may integrate with or allow you to use third-party services, applications, websites, and resources (collectively, "Third-Party Services"). These Third-Party Services are provided solely as a convenience to you, and you access and use them at your own risk.

13.2.

You acknowledge and agree that Superstorefront is not responsible for the availability, accuracy, content, products, or services of such Third-Party Services. Your use of any Third-Party Services is subject to the terms and conditions and privacy policies of the respective third party.

13.3.

The inclusion of any integration or link to a Third-Party Service does not imply endorsement, sponsorship, or recommendation by Superstorefront. You agree that Superstorefront shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Services.

14. Confidentiality

14.1.

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical information, product plans, and user data.

14.2.

The Receiving Party agrees to protect the Disclosing Party's Confidential Information with the same degree of care that it protects its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose outside the scope of these Terms and shall not disclose the Disclosing Party's Confidential Information to any third party, except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

14.3.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prior notice (if legally permissible) to allow them to seek a protective order.

15. Disclaimer of Warranties

15.1.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2.

SUPERSTOREFRONT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, RELIABLE, OR MEET YOUR SPECIFIC BUSINESS REQUIREMENTS OR EXPECTATIONS.

15.3.

YOU ACKNOWLEDGE THAT SUPERSTOREFRONT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SUPERSTOREFRONT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

16.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPERSTOREFRONT INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS 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 (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (E) ANY ISSUES ARISING FROM THE PRODUCTS YOU SELL OR YOUR INTERACTIONS WITH YOUR CUSTOMERS; OR (F) ANY ISSUES ARISING FROM THIRD-PARTY SERVICES.

16.2.

IN NO EVENT SHALL SUPERSTOREFRONT'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SUPERSTOREFRONT FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

16.3.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUPERSTOREFRONT HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17. Indemnification

17.1.

You agree to defend, indemnify, and hold harmless Superstorefront Inc., its affiliates, directors, officers, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (d) any claim that your content or data caused damage to a third party; (e) your violation of any applicable law or regulation; or (f) any dispute between you and your customers. This defense and indemnification obligation will survive these Terms and your use of the Service.

18. Suspension and Termination

18.1.

We may suspend or terminate your access to the Service, including your online storefront, at any time, with or without cause or notice, including but not limited to:

• If you violate these Terms or any other agreement with Superstorefront.
• For non-payment of fees as described in Section 10.
• If your use of the Service poses a security risk, harms the Service or other users, or disrupts the Service for others.
• If required by law or a governmental authority.

18.2.

Upon any termination of the Service, your right to use the Service will immediately cease.

18.3. Effect of Termination on Data:

Upon termination of your account or the Service for any reason, your rights regarding the retrieval of "Your Data" are governed by Section 11.6 of these Terms. The technology and intellectual property comprising the Service remains the sole property of Superstorefront.

18.4.

Sections related to intellectual property, data ownership and usage, payment of outstanding fees, disclaimers, limitation of liability, indemnification, governing law, and miscellaneous provisions will survive termination.

18.5.

If your account is terminated due to your breach of these Terms, you will not be entitled to a refund of any prepaid fees.

19. Force Majeure

19.1.

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20. Governing Law and Dispute Resolution

20.1. Governing Law:

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

20.2. Informal Resolution:

Before initiating any formal legal proceeding, you agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Service ("Dispute") informally by contacting Superstorefront Inc. in writing.

20.3. Binding Arbitration:

Any Dispute that cannot be resolved informally shall be exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The arbitration will take place in Kent County, Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.4. Waiver of Jury Trial:

YOU AND SUPERSTOREFRONT INC. HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Instead, you and Superstorefront elect that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Superstorefront in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SUPERSTOREFRONT WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

20.5. Waiver of Class or Consolidated Actions:

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE MERCHANT OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER MERCHANT OR USER.

21. Digital Millennium Copyright Act (DMCA)

21.1.

We respect the intellectual property rights of others and respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA").

21.2.

If you believe that any content on the Service infringes your copyright, please provide a written notice to our designated copyright agent with the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address.
• A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright interest.

21.3.

Our designated copyright agent can be reached at:

Superstorefront Inc.
Attn: Copyright Agent
8 The Green STE A
Dover, DE 19901
support@superstorefront.co

21.4.

Upon receiving a valid DMCA notice, we may remove or disable access to the allegedly infringing material and take other steps as required by the DMCA.

22. Use of Merchant Name and Logo

22.1.

By using the Service, you grant Superstorefront a limited, non-exclusive, royalty-free license to use your business name, logo, and publicly available information about your storefront solely for the purpose of identifying you as a customer of Superstorefront and for Superstorefront's marketing and promotional efforts, including showcasing your storefront on the Superstorefront website or in marketing materials. This license is granted for the term of your use of the Service.

23. Miscellaneous

23.1. Entire Agreement:

These Terms, together with any separate agreement regarding your subscription fee and our Privacy Policy, constitute the entire agreement between you and Superstorefront Inc. regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written or oral, regarding the Service.

23.2. Waiver:

No waiver by Superstorefront of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Superstorefront to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

23.3. Severability:

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

23.4. Assignment:

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

23.5. Headings:

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

24. Changes to Terms

Superstorefront reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or through other reasonable means. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

25. Contact Information

If you have any questions about these Terms, please contact us at:

Superstorefront Inc.
8 The Green STE A
Dover, DE 19901
support@superstorefront.co