Membership Agreement

This Membership Agreement (this "Agreement") is between you ("Member," "you") and Superpower Health, Inc. ("Superpower," "we," "us"). It governs your Superpower membership and your use of the Platform.

ARBITRATION NOTICE: EXCEPT AS DESCRIBED IN SECTION 19, AND UNLESS YOU OPT OUT WITHIN 30 DAYS, YOU AND SUPERPOWER AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. TO OPT OUT, EMAIL MEMBER.COMPLIANCE@SUPERPOWER.COM WITHIN 30 DAYS OF ACCEPTING THIS AGREEMENT.

SUPERPOWER IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE NOT APPROPRIATE FOR EVERY MEDICAL CONDITION OR CONCERN. IF YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO YOUR NEAREST EMERGENCY ROOM.

1. Agreement and Acceptance

1. Effectiveness. This Agreement takes effect when you accept it, whether by clicking to accept, checking a box, or otherwise indicating your agreement (the "Effective Date").
2. When your Membership starts. Accepting this Agreement does not by itself create a Membership. Your Membership begins on the date you complete the membership checkout process in the Platform (your "Start Date").
3. Related documents; order of precedence. By accepting this Agreement you also accept the Superpower Terms of Service, which is incorporated into this Agreement by reference, and you confirm that you have read the Superpower Privacy Policy. On any matter that this Agreement addresses, this Agreement controls over the Terms of Service. Neither document supersedes the other, and a later revision of one does not amend or terminate the other.
4. Electronic records and signature. You consent to receive this Agreement, and all notices, disclosures, and other records relating to your Membership, in electronic form, and you agree that your electronic acceptance has the same legal effect as a handwritten signature. To access and retain electronic records you need a device with internet access, a current web browser or the Superpower application, and a valid email address. You may withdraw your consent to electronic delivery by emailing concierge@superpower.com; if we cannot reasonably deliver the Services without electronic communication, withdrawing that consent may require us to cancel your Membership.
5. Changes to this Agreement. We may change this Agreement by posting an updated version on the Platform and updating the "Last Updated and Effective" date. Changes take effect on posting, and your continued use of the Platform or the Services after that date constitutes acceptance. However, changes to Membership Fees, the length of the Initial Term or a Renewal Term, automatic renewal, cancellation rights, or refund rights will not apply to your then-current Term and will instead take effect at the start of your next Renewal Term, unless applicable law permits an earlier effective date or you separately agree to the change.

2. Definitions

1. "AI Chat" has the meaning given in Section 12.
2. "Base Membership Fee" means the recurring Membership Fee for your Membership. It excludes: amounts paid for Marketplace purchases, add-on or repeat laboratory panels, imaging, functional testing, prescriptions, or other third-party goods or services; rescheduling, missed-appointment, and at-home draw fees charged under Section 9; and taxes and any shipping and handling charges.
3. "Data Vault" means the Superpower data vault in which your health data, results, and prior plans are stored and displayed.
4. "Healthcare Provider" means a licensed clinician affiliated with a Medical Group who provides professional services to you.
5. "Marketplace" means the Superpower Marketplace.
6. "Medical Group" means an independent professional entity that employs or contracts with Healthcare Providers and that is not owned or controlled by Superpower.
7. "Personal Information" has the meaning given in the Privacy Policy and includes your health information.
8. "Pharmacy" means a licensed pharmacy that fills prescriptions ordered through the Platform.
9. "Platform" means the Superpower mobile application and the authenticated, member-facing portions of superpower.com.
10. "Services" means the Membership, the Platform, and everything else we make available to you under this Agreement.
11. “Superpower Concierge” means the non-clinical care team, composed of our customer service team, registered dietitian nutritionists, health coaches, and wellness advisors.
12. "Third Party Providers" means Superpower's third-party partners, including phlebotomists, laboratories, pharmacies, imaging centers, and Medical Groups.
13. "User Account" means the account you register with Superpower in order to access the Platform.

Capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms of Service.

3. Eligibility, Your Account, and Access

1. Eligibility. By registering a User Account or enrolling in a Membership, you represent and warrant that: you are at least 18 years old and are otherwise legally qualified to enter into contracts; you are authorized to create the User Account, whether for yourself or, where permitted, on behalf of another person; the information you provide to us, including demographic, health, lifestyle, and location information, is true, accurate, current, and complete, and you will update it as needed to keep it accurate; you are legally authorized to view and share with us the Personal Information you provide; and you are located in the United States.
2. Your credentials. Your username and password are, collectively, your "User Credentials." You are solely responsible for keeping them confidential, for not allowing another person to use them, and for all activity that occurs under them, whether or not you were aware of it. Notify us immediately at concierge@superpower.com of any unauthorized use of your User Credentials or other compromise of your User Account. WE ARE NOT LIABLE FOR ANY LOSS ARISING FROM THE THEFT OR DISCLOSURE OF YOUR USER CREDENTIALS, OR THEIR USE BY ANOTHER PERSON OR ENTITY, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE, AND YOU MAY BE HELD LIABLE FOR LOSSES INCURRED BY SUPERPOWER AS A RESULT.
3. Devices, connectivity, and charges. You are responsible, at your own risk and expense, for the hardware, software, and internet or mobile connectivity needed to use the Platform. We may change the technical requirements of the Platform at any time without prior notice. We are not responsible for any error or problem arising from the malfunction or failure of the internet or of your own systems.
4. Mobile application and app stores. If you download the Superpower application from the Apple App Store or Google Play (the "App Provider"), you acknowledge and agree that: this Agreement is between you and Superpower only, and Superpower alone is responsible for the application; the App Provider has no obligation to furnish maintenance or support; if the application fails to conform to any applicable warranty, the App Provider may refund the purchase price (if any), will have no other warranty obligation to the maximum extent permitted by law, and any other claim arising from that failure is our responsibility; the App Provider is not responsible for any claim relating to the application, including product liability, regulatory compliance, and consumer protection claims, or for the investigation, defense, settlement, or discharge of any third-party intellectual property claim; and the App Provider and its subsidiaries are third-party beneficiaries of this Section 3(d) and may enforce it against you. If you downloaded the application from the Apple App Store, your license is non-transferable and permits use only on Apple products that you own or control.

4. Membership Services

1. What is Included. Your Membership includes access to Superpower Concierge, the Marketplace, and the Data Vault, and access to third-party laboratory testing, imaging, pharmacy, and other health and wellness services, in each case as more fully described on the Platform. Your Membership options are shown in your User Account.
2. Start Date and Initial Term. Your Membership begins on your Start Date and continues for the initial term stated during the checkout process (the "Initial Term"). During the Initial Term, the Membership is non-cancelable except as expressly provided in Section 14 or Section 15.
3. Add-ons and Subscription Services. Additional features, products, services, and customized options may become available from time to time, on a one-time basis or on a recurring basis ("Subscription Services"). Subscription Services are billed as described in Section 5.5. If you have questions about the options available under your Membership, visit www.superpower.com or email concierge@superpower.com.
4. Availability. Services, available tests, and included biomarkers vary by state, and certain Services are available only to individuals located in states where we offer them. Certain products are subject to age restrictions, and not all products or services are available to all ages.

5. Fees, Billing, and Payment

1. Membership Fees. THE MEMBERSHIP CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING CHARGES (THE "MEMBERSHIP FEES"). BY ENTERING INTO THIS AGREEMENT YOU ACKNOWLEDGE THAT YOUR MEMBERSHIP HAS AN INITIAL AND A RECURRING PAYMENT FEATURE, AND YOU ACCEPT RESPONSIBILITY FOR ALL CHARGES INCURRED BEFORE CANCELLATION. YOU MAY CANCEL AS DESCRIBED IN SECTION 14. WE DO NOT CHARGE A CANCELLATION FEE, BUT APPOINTMENT AND RESCHEDULING FEES UNDER SECTION 9 AND ANY OTHER AMOUNTS ALREADY INCURRED REMAIN PAYABLE. Your health insurance or other payment plan may not cover the Membership Fees, and we do not assess whether you can obtain coverage or reimbursement for them.
2. Automatic renewal. YOUR MEMBERSHIP CONTINUES UNTIL IT IS CANCELLED OR TERMINATED. AT THE END OF THE INITIAL TERM, AND AGAIN AT THE END OF EACH RENEWAL TERM, YOUR MEMBERSHIP AUTOMATICALLY RENEWS ON THE FIRST DAY FOLLOWING THAT TERM FOR A SUCCESSIVE PERIOD EQUAL IN LENGTH TO YOUR INITIAL TERM (EACH, A "RENEWAL TERM"), AT THE THEN-CURRENT, NON-PROMOTIONAL MEMBERSHIP RATE. TO AVOID BEING CHARGED FOR THE NEXT RENEWAL TERM, YOU MUST CANCEL BEFORE YOUR RENEWAL DATE, WHICH IS THE LAST DAY OF YOUR THEN-CURRENT TERM. Section 14.2 explains how to cancel. The Initial Term and each Renewal Term are referred to together as the "Term."
3. Renewal payment authorization. BY ENROLLING IN THE MEMBERSHIP, YOU AUTHORIZE SUPERPOWER TO CHARGE YOUR PAYMENT METHOD ON FILE AT THE BEGINNING OF EACH RENEWAL TERM WITHOUT FURTHER AUTHORIZATION FROM YOU. If we do not receive payment on renewal, Section 5(e) applies. If a missed renewal payment is later received, your Membership will be reactivated and your new Term will begin on the date the missed payment was originally due.
4. Payment authorization. You must provide valid payment information through the Platform and keep it current, and you represent that you are authorized to use each payment method you provide. By providing payment information and placing an order, you authorize us: to charge your payment method immediately for all fees and taxes applicable to your Membership and to any other purchase you make; to submit periodic charges without further authorization until you give us advance notice that you wish to end the authorization or change your payment method, which will not affect charges submitted before we could reasonably act on that notice; to charge an alternative payment method associated with your User Account if your primary method is declined or is no longer available; to use updated payment details supplied by your card provider, in order to prevent an interruption in your Services; and to share payment information and instructions with our payment processors and their service providers, in accordance with the Privacy Policy. The amount billed may vary because of promotional offers, options you select, or changes in applicable taxes or other charges, and you authorize us to charge the corresponding amount. You may change or update your payment method at any time on the Platform or by emailing concierge@superpower.com.
5. Subscription Services billing. For Subscription Services, your payment method on file will be charged automatically at the intervals disclosed for that product or service at checkout. To simplify your experience on the Platform, you will see and pay a single total price for certain products and services. Where a Subscription Service requires a consultation with a Healthcare Provider or includes a prescription product filled through a Pharmacy, that total price includes the amount charged by the Pharmacy for the prescription drug, the amount charged by the Medical Group for the Healthcare Provider's services, and the amount we charge for access to and use of the Platform. We collect the Pharmacy and Medical Group amounts on their behalf and pass them through. Section 14(d)(iv) explains how to cancel a Subscription Service.
6. Failed payments, suspension, and collection. If a payment method cannot be verified, is invalid, or is otherwise not acceptable, or if a payment is unsuccessful, we may suspend your eligibility to receive Services, suspend your Membership, or cancel your Membership, and we may continue attempting to charge your payment method as it may be updated until payment is received. If a payment is unsuccessful and you neither update your payment method nor cancel, you remain responsible for any uncollected amounts and agree to pay all amounts due on demand. We may collect outstanding amounts and may transfer collection of your outstanding balance to a third-party collection agency.
7. Interest on overdue amounts. We may charge interest on any Membership Fee or other amount not paid when due, at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid.
8. Pricing adjustments. We may adjust the Membership Fees from time to time. Any change will take effect only from the start of your next Renewal Term. If you do not wish to accept the change, you may cancel under Section 14(b) before that Renewal Term begins. All prices shown on the Platform are in U.S. dollars and exclude applicable taxes and other fees and charges, which are additional. Prices, taxes, and other fees may vary geographically.
9. Orders, taxes, and shipping. All products offered through the Platform are subject to availability, and we may impose quantity limits on any order or reject all or part of an order without prior notice. In the event of an error, we may correct it and revise your order accordingly, including by charging the correct price, or cancel the order and refund any amount charged. Price changes do not affect orders already placed. You are responsible for applicable sales, use, duty, customs, and other governmental taxes, levies, and fees ("Taxes"). We collect Taxes where we determine we have a duty to collect them, present an estimate at checkout except where we have stated in writing that a price includes Taxes, and may adjust the actual amount charged. We do not collect Taxes in all states, and you may have a duty to report and pay them directly. If items in your order are unavailable, we will charge only for the items included in the shipment. You are responsible for any shipping and handling charges shown at the time of purchase; we may change those charges from time to time but will give notice of any change before you purchase. Delivery dates or times shown at checkout are estimates only. Unless we state otherwise in writing on the Platform, risk of loss or damage passes to you on delivery of the product to our designated carrier.
10. Payment processors. Card and other monetary transactions are processed through a third-party payment processor accessible through the Platform. That processor is not subject to Superpower's direction or control, and our relationship with it is not, and should not be construed as, one of fiduciaries, principal and agent, employer and employee, partners, or joint venturers.

6. Insurance and Reimbursement

1. No insurance billing. SUPERPOWER DOES NOT BILL INSURANCE. While some Services may be eligible for insurance reimbursement, we make no guarantee regarding coverage and are not responsible for submitting claims or facilitating reimbursement. You are solely responsible for determining coverage eligibility and for submitting claims to your insurance plan. In some instances a Third Party Provider may bill your insurance directly for its own services, in which case our role is limited to facilitating payment collection.
2. Not an insurer. Superpower is not an insurance company and is not promising or delivering unlimited care in exchange for Membership Fees or any other charges. A Membership is not health insurance and is not a substitute for health insurance or other health plan coverage. We strongly recommend that you maintain a health insurance policy or plan covering your and your family's healthcare costs, including all essential healthcare services.
3. Medicare. If you are or become Medicare eligible, you agree that you will not submit to Medicare any claim for payment of Membership Fees, and that you will not ask Superpower to submit such a claim. You acknowledge that Medicare does not cover and will not pay for the Membership Fees.
4. HSA/FSA. You may be able to use an HSA or FSA for Membership Fees, or to purchase supplements or other health-related items in the Marketplace that a Healthcare Provider has recommended with a letter of medical necessity. There is no guarantee of reimbursement or coverage, and all claims are subject to the approval of your HSA/FSA provider. If your HSA/FSA reimbursement is declined and you have not yet completed your first laboratory sample collection, you may request a refund of the Base Membership Fee under Section 14(a). Where we issue a refund of an amount paid using an HSA or FSA payment method, we will return it to that same account where reasonably practicable, and you are responsible for any resulting tax consequences.

7. Clinical Services and Third-Party Providers

1. Superpower is not a healthcare provider. SUPERPOWER IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR PROFESSIONAL HEALTHCARE SERVICES. All medical and professional services are provided solely by Third Party Providers, who retain complete responsibility for the quality, appropriateness, and professional standards of their services. Superpower has no ownership interest in, and no control over the clinical decision-making of, any Third-Party Provider, and we expressly disclaim the creation of a provider-patient relationship with you. THIRD PARTY PROVIDERS DO NOT PROVIDE URGENT OR EMERGENCY CARE. IF YOU ARE HAVING AN URGENT MEDICAL ISSUE, GO TO YOUR NEAREST URGENT CARE OR EMERGENCY ROOM, OR CALL 911.
2. Third Party Providers. We coordinate Third Party Provider services to support your member experience, but we do not control their operations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERPOWER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES OF THIRD-PARTY PROVIDERS, MAKES NO REPRESENTATION AS TO THEIR QUALIFICATIONS OR CONDUCT, AND IS NOT LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, ARISING FROM OR RELATING TO THOSE SERVICES OR TO THE NEGLIGENCE OR MISCONDUCT OF ANY THIRD-PARTY PROVIDER. If you are dissatisfied with the services you receive from a Third-Party Provider, please contact us at member.compliance@superpower.com.
3. Financial interests. Superpower's shareholders, directors, officers, employees, contractors, and agents may have a financial interest in one or more Third Party Providers or third-party sellers and may profit from your use of, or purchases from, them.
4. Superpower Concierge. The Superpower Concierge service is for operational support and general educational guidance only. It does not provide medical advice, diagnosis, or treatment, and it does not create a provider-patient relationship.
5. Disputes with third parties. If you have a dispute with a Third Party Provider, a third-party seller, another Member, or any other third party, Superpower is under no obligation to become involved.

8. Laboratory Testing, Imaging, and Results

1. Phlebotomy. Superpower does not provide phlebotomy services and will not perform your blood draws. We provide access to, and coordinate with, independently operated third parties that send phlebotomists to your location. By using the Services and providing your desired location, you authorize us to request that those third parties draw your blood at that location. We do not control their operations and are not liable for their acts or omissions.
2. Risks of sample collection. Blood-based laboratory testing requires a blood sample, which may result in bruising, hematoma, infection, lightheadedness, bleeding, fainting, and discomfort. You agree to consult your medical provider before using the Services.
3. Laboratories. Superpower does not own or operate a laboratory. All laboratory testing is performed by LabCorp, Quest Diagnostics, or another third-party laboratory, each independently owned and unaffiliated with Superpower. The terms and privacy policy of the applicable laboratory apply to the services it performs. We do not control any laboratory and are not liable for its acts or omissions.
4. Your results. You will receive your laboratory results on the Platform. You are responsible for checking your results and completing any necessary follow-up with your primary care provider. Viewing your results is irreversible, potentially life-altering, and may cause distress and anxiety, and you agree to discuss with your medical professional in advance whether it is appropriate for you to use the Services. If you share your results with a Healthcare Provider, that information may become part of your medical record and therefore accessible to other healthcare providers and insurers.
5. Data you upload. Healthcare Providers are not notified when you upload data to the Data Vault. You should not assume that anything you upload to the Data Vault is being reviewed.

9. Appointments, Rescheduling, and Fees

1. Blood Testing
   1. Partner lab facility. Sample collection appointments at a partner lab facility may be rescheduled up until the appointment time at no charge.
   2. At-home collection. At-home sample collection appointments may be rescheduled on the Platform up to seventy-two (72) hours before the scheduled appointment time at no charge. At-home appointments that are missed, cancelled, or rescheduled within that seventy-two (72) hour window are non-refundable, and the at-home draw fee disclosed to you at the time of booking will be charged to your payment method on file.
2. Imaging and functional testing. Appointments for imaging services and functional testing may be rescheduled up to five (5) business days before the scheduled appointment at no additional charge. If you reschedule within five (5) business days of the appointment, or you miss the appointment, you may be charged the full fee for that service as disclosed to you at the time of booking.
3. How to reschedule. To reschedule any appointment, use the Platform or send a message to your Superpower Concierge via the Platform or SMS.

10. Superpower Marketplace

1. As part of your Membership, you may access the Marketplace to purchase health-related products, whether recommended by a Healthcare Provider or selected by you independently. All Marketplace products are offered by third-party sellers. Superpower does not manufacture, distribute, or warrant any such product, and expressly disclaims all responsibility and liability arising from your purchase or use of, or reliance on, any Marketplace product, including as to its quality, safety, efficacy, legality, or fitness for a particular purpose. Any issue, claim, or dispute regarding a Marketplace product must be addressed directly with the third-party seller.

11. Prescriptions

1. Prescription required. Certain products available through the Platform require a valid prescription from a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with a Healthcare Provider through the Platform, the Healthcare Provider has determined that the product is appropriate for you, and the Healthcare Provider has written a prescription.
2. Filling a prescription. If a Healthcare Provider writes you a prescription, you may fill it through one of the Pharmacies using the Platform, or at any pharmacy of your choice as prompted during your use of the Services or by emailing concierge@superpower.com. Prescriptions fulfilled by the Pharmacies may not use child-resistant packaging, and prescription products may not be dispensed in child-resistant containers.
3. Your responsibilities. If you ask a Healthcare Provider to send your prescription to your preferred pharmacy, you are responsible for picking up or arranging delivery of the medication. Some compounded prescriptions may not be available at your preferred pharmacy. You are responsible for providing the dispensing pharmacy with your health insurance information and for paying all charges due for the medication, including any co-pay, co-insurance, deductible, and associated fees.

12. AI Chat

1. What AI Chat is. We offer an automated chat feature that uses generative artificial intelligence to respond to Member questions ("AI Chat") as part of the Services. The questions, messages, and other content you provide to AI Chat are Submissions under Section 13. AI Chat's replies ("Responses") are generated using models trained on publicly available data and Superpower's proprietary datasets, and are content owned by Superpower.
2. Usage limits and credits. AI CHAT IS SUBJECT TO USAGE LIMITS. WE MAY SET, CHANGE, OR REMOVE LIMITS ON YOUR USE OF AI CHAT; THROTTLE, SUSPEND, OR OTHERWISE RESTRICT YOUR ACCESS TO AI CHAT; AND REQUIRE YOU TO PURCHASE USAGE CREDITS IN ORDER TO CONTINUE USING AI CHAT OR PARTICULAR AI CHAT FEATURES, IN EACH CASE AT ANY TIME AND IN OUR SOLE DISCRETION. Usage limits and credit prices are as disclosed on the Platform. Usage credits have no cash value, are non-transferable, and are non-refundable except as required by applicable law.
3. How we use AI Chat content. We use your AI Chat Submissions and the corresponding Responses to operate and improve Superpower, including to train and improve our own artificial intelligence models, to develop and refine our prompts and system instructions, and to generate insights, analytics, and research. We deliver AI Chat using third-party generative AI tools and algorithms, and we share your Submissions with those providers only so that they may process your inquiry and provide and improve the Services on our behalf. WE DO NOT SHARE YOUR AI CHAT SUBMISSIONS OR RESPONSES WITH THIRD PARTIES FOR THE PURPOSE OF TRAINING THOSE THIRD PARTIES' ARTIFICIAL INTELLIGENCE MODELS. You consent to the monitoring, recording, retention, and processing of your AI Chat interactions for these purposes and for quality, safety, and compliance purposes. Our handling of Personal Information in AI Chat, and any right you have to access, delete, or limit the use of that information, is as described in the Privacy Policy and as required by applicable law.
4. Limitations. All Responses are provided "AS IS" and "WITH ALL FAULTS." They may be false, inaccurate, incomplete, misleading, or harmful; may be based on outdated medical information; may fail to account for your specific medical conditions, medications, or circumstances; and could suggest harmful or dangerous treatments or interventions. Superpower makes no representation or warranty as to the accuracy, completeness, truthfulness, timeliness, or suitability of any Response. AI Chat is an educational tool that supplements, and is not a substitute for, the independent clinical judgment of your Healthcare Provider or another qualified medical professional. ALWAYS CONSULT YOUR PHYSICIAN BEFORE MAKING ANY HEALTH OR LIFESTYLE CHANGE BASED ON AN AI CHAT INTERACTION.
5. Your responsibilities. You represent that you will not use AI Chat as a primary source for diagnosis, treatment decisions, or medication advice, or in any manner that would constitute a prohibited use under the acceptable use provisions of the Terms of Service. Using AI Chat for an emergency, a mental health crisis, or a serious health condition could result in severe harm or death. You agree to seek immediate emergency medical care when needed and not to delay or substitute professional medical treatment based on an AI Chat Response.

13. Personal Information and Submissions

1. Your Personal Information. You own the Personal Information, including your health information, and any other information you submit through the Platform in connection with your Membership. If you enter someone else's information into the Platform, you represent and warrant that you have permission to do so. As a condition of using the Platform, you grant Superpower a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, and fully sublicensable license to use your Personal Information for the purpose of providing the Services, subject to applicable law and the restrictions in the Privacy Policy. You agree that we may de-identify and anonymize your Personal Information in accordance with the Privacy Policy and applicable law, and use or disclose such de-identified information for any purpose.
2. Submissions. “Submissions” means any information you transmit to Superpower through the Platform, whether by direct entry, submission, email, or otherwise, including data, questions, comments, and content you provide to AI Chat. Subject to any applicable account settings that you select, you grant Superpower a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, and fully sublicensable right and license (including as to any moral rights) to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Submissions, in whole or in part, for the purposes described in Section 12.3 and to operate and provide the Services. This license does not permit us to publicly perform or publicly display any Submission that contains your Personal Information, which we use and disclose only as permitted by this Agreement and the Privacy Policy. You warrant that the holder of any worldwide intellectual property right, including moral rights, in a Submission has completely and effectively waived those rights and validly and irrevocably granted you the right to grant this license. You, and not Superpower, are responsible for your Submissions.

14. Cancellation and Refunds

1. Satisfaction Refund. You may request a refund of the Base Membership Fee paid for your Initial Term, as follows.
   1. Definitions. "Initial Panel" means the first laboratory blood panel included in your Membership. "Results Delivery Date" means the date on which the results of your Initial Panel are first made available to you in your User Account, whether or not you view them.
   2. Refund window. You may request a refund at any time on or before the earlier of the seventh (7th) day after the Results Delivery Date and the forty-fifth (45th) day after your Start Date (the "Refund Window").
   3. How to request. Email concierge@superpower.com from the email address associated with your User Account, or use the cancellation flow in your User Account. A request is timely if we receive it on or before the last day of the Refund Window.
   4. What we refund. We will refund one hundred percent (100%) of the Base Membership Fee paid for your Initial Term to your original payment method within ten (10) business days after a timely request. Amounts excluded from the Base Membership Fee under Section 2.2 are not refundable under this Section 14(a). Refunds of amounts paid using an HSA or FSA payment method are handled as described in Section 6(d).
   5. Effect of a refund. A refund under this Section 14(a) cancels your Membership effective on the date the refund is issued.
   6. Availability. The Satisfaction Refund is available once per Member and applies only to an Initial Term. It is not available during a Renewal Term, on re-enrollment following a prior refund, or in respect of a Membership obtained through an employer, community, gift, or other third-party channel, except as that channel's terms expressly provide.
   7. Abuse. We may decline a request under this Section 14(a) where we reasonably determine that the User Account has engaged in fraud or in abuse of this Section, including through multiple or duplicate enrollments.
2. Cancelling your Membership. You may cancel your Membership at any time, including during the Initial Term, by using the cancellation flow in your User Account or by emailing concierge@superpower.com. Where you enrolled online, you may cancel online. Cancellation takes effect immediately when we receive your request, and you will not be charged for any Renewal Term beginning after that date. To avoid being charged for your next Renewal Term, you must cancel before your renewal date. Cancelling does not by itself entitle you to a refund; refunds are available only as set out in this Section 14.
3. Effect of cancellation. After your Membership is cancelled: unless you request account deletion, you retain read-only access to your User Account, your data and the visualization of your data, and your previous plans in the Data Vault; you no longer have access to Superpower Concierge, the Marketplace, or any clinical services; and you remain responsible for any amounts incurred before the cancellation took effect, including fees under Section 9.
4. Other purchases. The following applies to purchases other than the Membership itself.
   1. Laboratory testing not included in the Membership Fee. Cancellation must be requested within thirty (30) days of payment to be eligible for a refund. No refund will be issued after test samples have been collected, whether at a partner lab facility or at home. Any refund is limited to the price actually paid and will be returned to the original payment method. The following tests are non-refundable: the Intestinal Permeability Panel; the Environmental Toxins Panel; the PFAS Chemicals Panel; the Galleri Early Cancer Detection Test; and Food and Environmental Allergy Testing. Laboratory testing included in the cost of your Membership is instead covered by Section 14(a).
   2. Imaging services and functional testing. Cancellation must be requested within sixty (60) days of payment to be eligible for a refund, and must be received more than five (5) business days before your scheduled appointment. No refund will be issued if the service is cancelled within five (5) business days of the scheduled appointment. Any refund is limited to the price actually paid and will be returned to the original payment method.
   3. Prescription products and treatments. Prescription products are not eligible for refunds.
   4. Subscription Services. You may cancel a Subscription Service at any time on the Platform, on the billing page under settings, or by emailing concierge@superpower.com. Cancellation takes effect immediately when we receive your request, and you will not be charged for any subscription period beginning after that date. Payments already made for the current and prior subscription periods are not refundable.
   5. Marketplace and add-on purchases. Amounts paid for Marketplace purchases, add-on or repeat laboratory panels, imaging, prescriptions, supplements, and other third-party goods and services are non-refundable except as expressly stated in this Section 14 or as required by applicable law.
5. No other refunds. Except as expressly provided in this Section 14 or in Section 15(b), or as required by applicable law, Membership Fees and all other amounts paid are non-refundable.
6. State law. If the law of your state of residence provides a longer cancellation or refund period, or refund rights more favorable to you, than this Section 14, that law controls to the extent of the difference.
7. Questions. If you have any questions about this Section 14, contact your Superpower Concierge via the Platform or SMS, or email concierge@superpower.com.

15. Termination by Superpower

1. Termination for cause. We may terminate or suspend your Membership immediately upon written notice for: failure to pay any fees when due; breach of this Agreement; violation of applicable law; misuse of the Platform or the Services; behavior that is disruptive, abusive, or threatening to Superpower staff or Third Party Providers; or where we reasonably believe that your continued use of the Services poses a risk to Superpower, other Members, or Third Party Providers. If we terminate your Membership under this Section 15(a), you will not be entitled to any refund of Membership Fees or other fees paid. You may request to rejoin Superpower at any time after cancelling, but we may refuse to restart a Membership that we previously terminated under this Section 15(a).
2. Termination without cause. We may also terminate your Membership without cause on thirty (30) days' written notice to you. If we do, we will refund the unused pro-rata portion of the Base Membership Fee paid for your then-current Term.
3. Effect of termination. On termination we may deactivate your User Account and bar further access to the Platform. Any deletion of your account, information, or files will be carried out in accordance with the Privacy Policy, applicable law, and any record-retention obligations that apply to us or to the relevant Third Party Providers. Section 14(c) describes your continuing access to the Data Vault.

16. Communications Consent

1. Contact information you provide. "Your Contact Information" means each telephone number (including each mobile number), email address, mailing address, and mobile device that you give us or that you later add to or update in your User Account. You represent that, for each telephone number you provide, you are the subscriber or the customary user of that number and are authorized to give the consents in this Section 16 for that number. You agree to notify us promptly, by updating your User Account or emailing concierge@superpower.com, if any telephone number or email address you have given us is no longer yours or is reassigned to another person.
2. Consent to calls and text messages. PLEASE READ THIS SUBSECTION CAREFULLY. BY PROVIDING A TELEPHONE NUMBER TO SUPERPOWER AND AGREEING TO THIS AGREEMENT, YOU GIVE YOUR PRIOR EXPRESS WRITTEN CONSENT TO RECEIVE CALLS AND TEXT MESSAGES (INCLUDING SMS, MMS, AND RCS MESSAGES) AT EACH TELEPHONE NUMBER YOU PROVIDE, FROM SUPERPOWER, OUR AFFILIATES, THIRD PARTY PROVIDERS, AND VENDORS AND SERVICE PROVIDERS ACTING ON OUR BEHALF, INCLUDING CALLS AND MESSAGES MADE OR SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM, AN AUTOMATED SYSTEM FOR THE SELECTION OR DIALING OF TELEPHONE NUMBERS, A PREDICTIVE OR AUTOMATED DIALER, A PRERECORDED, ARTIFICIAL, OR ARTIFICIAL-INTELLIGENCE-GENERATED VOICE, AND AUTOMATED, PRERECORDED, OR TEMPLATED TEXT MESSAGES.
3. Purposes covered. This consent applies to calls and messages for all purposes, including: your account, User Account security, and billing; scheduling, rescheduling, confirming, and reminding you of appointments, and coordinating sample collection; delivering, or telling you about the availability of, laboratory, imaging, and functional testing results and related clinical follow-up; prescriptions and pharmacy coordination; conversations with Superpower Concierge; Membership, renewal, pricing, and cancellation notices; surveys, research, and requests for feedback; service, safety, security, fraud-prevention, and legal notices; collection of amounts you owe us; and marketing, promotional, advertising, and telemarketing messages about Superpower, the Marketplace, and offerings we think may interest you. We will not use Your Contact Information to deliver marketing or promotional messages on behalf of unaffiliated third parties without your separate express consent, and vendors and service providers who contact you under this Section 16 do so on our behalf and are bound by our instructions and the Privacy Policy.
4. Not a condition of purchase. YOUR CONSENT TO RECEIVE MARKETING, PROMOTIONAL, ADVERTISING, OR TELEMARKETING CALLS AND TEXT MESSAGES IS NOT A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES FROM SUPERPOWER, AND YOU MAY DECLINE OR REVOKE IT AT ANY TIME UNDER SECTION 16(i) WITHOUT AFFECTING YOUR MEMBERSHIP.
5. Electronic Signature. YOU AGREE THAT YOUR ACCEPTANCE OF THIS AGREEMENT CONSTITUTES YOUR SIGNED, WRITTEN AGREEMENT AND YOUR ELECTRONIC SIGNATURE AUTHORIZING THESE CALLS AND MESSAGES FOR PURPOSES OF THE TELEPHONE CONSUMER PROTECTION ACT AND ITS IMPLEMENTING REGULATIONS, AND FOR PURPOSES OF ANY COMPARABLE STATE LAW, INCLUDING THE FLORIDA TELEPHONE SOLICITATION ACT, THE OKLAHOMA TELEPHONE SOLICITATION ACT, THE MARYLAND TELEPHONE SOLICITATION ACT, AND ANY OTHER STATE TELEPHONE SOLICITATION, AUTOMATED DIALING, OR TELEMARKETING STATUTE THAT APPLIES TO YOU.
6. Consent to email. You consent to receive email from Superpower, our affiliates, Third Party Providers, and vendors and service providers acting on our behalf, at each email address you provide, for all of the purposes listed in Section 16(c). Transactional, clinical, billing, service, safety, security, and legal emails are sent as part of your Membership and are not subject to marketing opt-out; you may unsubscribe from commercial and promotional email at any time using the unsubscribe link in any such message or through your communication preferences.
7. Consent to in-app and push notifications. You consent to receive in-app messages and push notifications on any mobile device on which you install or use the Platform, for all of the purposes listed in Section 16(c). You can control push notifications through your device settings and your communication preferences on the Platform. Turning off push notifications may mean you do not learn promptly that your results are available, and you remain responsible for checking your results as described in Section 8(d).
8. Recording and monitoring. You consent to the recording, monitoring, and retention of calls, voice messages, and text messages between you and Superpower, Superpower Concierge, and our vendors and service providers, for quality assurance, training, service delivery, documentation, dispute resolution, and compliance purposes, in every jurisdiction, including jurisdictions that require the consent of all parties to a call. Where we are required to give you notice before recording, we will do so at the start of the call.
9. How to opt out. You may revoke your consent under this Section 16 at any time, in any reasonable manner.
   1. Text messages. Reply STOP, QUIT, END, CANCEL, UNSUBSCRIBE, REVOKE, or OPT OUT to any text message from us. Reply HELP for help.
   2. Calls. Tell the caller, follow any opt-out instruction given during the call, or email concierge@superpower.com.
   3. Any channel. Email concierge@superpower.com, message your Superpower Concierge, or use the communication preferences page in your User Account. Any other reasonable method of telling us that you no longer wish to be contacted is also effective.
   4. How we handle it. We will honor a revocation request as soon as practicable and in no event later than ten (10) business days after we receive it. We may send you a single message confirming your opt-out.
   5. Scope of an opt-out. IF YOU OPT OUT WITHOUT SPECIFYING A CATEGORY, WE WILL TREAT YOUR REQUEST AS REVOKING YOUR CONSENT TO ALL AUTOMATED CALLS AND TEXT MESSAGES FROM US AT THAT NUMBER, INCLUDING APPOINTMENT REMINDERS AND NOTIFICATIONS THAT YOUR LABORATORY RESULTS ARE AVAILABLE. If you want to stop only marketing and promotional messages, tell us that, or set your preferences on the communication preferences page in your User Account. Opting out of calls and text messages does not by itself opt you out of email, in-app messages, or postal mail, which you can manage separately.
   6. What continues. After you opt out, we may still contact you by manually dialed call, by email, or by mail where permitted by law, and we may still send you communications that we are required by law to send. You remain responsible for checking your results and account notices on the Platform.
10. Not for emergencies. Calls, text messages, email, and in-app notifications are not monitored continuously and must not be used to report a medical emergency. If you are having an urgent medical issue, go to your nearest urgent care or emergency room, or call 911.

17. Disclaimers and Limitation of Liability

1. Services provided as is. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SUPERPOWER DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, AND WE ARE NOT RESPONSIBLE FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY, OR FAILURE TO STORE ANY DATA, COMMUNICATION, OR PERSONALIZATION SETTING. IT IS YOUR RESPONSIBILITY TO BACK UP ANY INFORMATION YOU ENTER INTO THE PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS ARISING FROM YOUR USE OF THE SERVICES.
2. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERPOWER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUPERPOWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SUPERPOWER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID SUPERPOWER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE EXCLUSIONS OR LIMITATIONS, SO THEY MAY NOT APPLY TO YOU, AND NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW.
3. Time limit on claims. Any claim arising out of or relating to this Agreement or the Services must be brought within one (1) year after the event giving rise to it, except where applicable law provides otherwise.

18. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SUPERPOWER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ANY THIRD-PARTY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (a) YOUR ACCESS TO OR USE OF THE SERVICES, THE PLATFORM, OR THE WEBSITE; (b) YOUR BREACH OF THIS AGREEMENT OR THE TERMS OF SERVICE; (c) YOUR VIOLATION OF ANY RIGHT OF A THIRD PARTY, INCLUDING ANY INTELLECTUAL PROPERTY RIGHT; (d) YOUR SUBMISSIONS; OR (e) ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR BY ANY OTHER PERSON ACCESSING THE SERVICES THROUGH YOUR USER ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.

We will notify you of any such claim, suit, or action, and will cooperate in its defense at your expense. You will allow us to participate in the defense, and you will not settle any claim, suit, or action without our prior written consent.

19. Dispute Resolution

1. Binding arbitration. YOU AND SUPERPOWER AGREE THAT ANY LEGAL CLAIM, DISPUTE, OR CONTROVERSY BETWEEN YOU AND SUPERPOWER ARISING OUT OF OR RELATING IN ANY WAY TO SUPERPOWER, THIS AGREEMENT, THE TERMS OF SERVICE, THE PLATFORM, THE WEBSITE, THE SERVICES, OR ANY OTHER SUPERPOWER GOODS, SERVICES, OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY, OR VALIDITY OF THIS SECTION 19 (COLLECTIVELY, "DISPUTES"), WILL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), RATHER THAN IN A COURT. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES OR, WHERE THE AAA DETERMINES THAT THOSE RULES DO NOT APPLY, ITS COMMERCIAL ARBITRATION RULES (the “Rules”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 19. Arbitration is more informal than a lawsuit: it uses a neutral arbitrator instead of a judge or jury, and court review of an award is very limited, but an arbitrator can award the same damages and relief on an individual basis that a court can.
2. Notice of Dispute. Before commencing arbitration of a dispute, you must send us a written Notice of Dispute that includes your name, residence address, the email address associated with your User Account, a detailed description of the dispute, and the relief you seek, by email to member.compliance@superpower.com, ATTN: Dispute Notice. Before we commence arbitration against you, we will send you a comparable written notice. If the dispute is not resolved within thirty (30) days after the applicable Notice of Dispute is received, either party may commence arbitration.
3. Costs and location. Payment of arbitration costs is governed by the AAA's fee schedule, unless you show that your portion would be prohibitive as compared to litigation costs, in which case Superpower will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party pays its own attorneys' fees and expenses unless a governing statutory provision requires the prevailing party to be paid. The arbitration will be conducted in San Francisco, California, except that if San Francisco is not within 100 miles of your residence, the arbitration may be conducted virtually. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
4. Class action waiver. ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE MEMBER MAY NOT BE JOINED OR CONSOLIDATED, AND NO ARBITRATION MAY BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO REDRESS THAT PARTY'S INDIVIDUAL CLAIM. If a decision is issued stating that applicable law precludes enforcement of any of this Section's limitations as to a particular claim or request for relief, then that claim or request for relief, and only that claim or request for relief, will be severed from the arbitration and may be brought exclusively in the state or federal courts located in San Francisco County, California, subject to each party's rights of appeal. All other claims will be arbitrated. A claim severed from arbitration may not proceed in litigation and will be stayed until all claims remaining in arbitration are finally resolved. The parties consent to the personal jurisdiction of the state and federal courts located in San Francisco County, California for that purpose.
5. Coordinated Filings. If twenty-five (25) or more Demands for Arbitration raising substantially similar claims are filed against Superpower by or with the assistance of the same counsel, coordinated counsel, or the same organization within a ninety (90) day period (a "Coordinated Filing"), this Section 19.5 governs and supersedes any inconsistent provision of the Rules.
   1. Tolling. All applicable limitations periods, including statutes of limitations and contractual limitations periods, are tolled for every claim within the Coordinated Filing from the date the first Demand is received through the date the claim is resolved, withdrawn, or released from this Section 19.5. This subsection survives any determination that another part of this Section 19.5 is unenforceable.
   2. Bellwether Proceedings. Counsel for the claimants shall select five (5) Demands and Superpower shall select five (5) Demands to proceed as bellwether arbitrations before separate arbitrators, each administered as an individual proceeding under the Rules. The remaining Demands shall be held in abeyance and no filing or administrative fees shall accrue on them during that period. The bellwether awards are not binding on, and have no preclusive or precedential effect as to, any claimant or claim not party to that award, and no claimant is bound by findings made in a proceeding in which the claimant did not participate.
   3. Mediation. Within thirty (30) days after the last bellwether award issues, the parties shall participate in a single global mediation of all remaining Demands before a mediator selected jointly. Superpower shall pay the mediator's fees.
   4. Batching. If mediation does not resolve the remaining Demands within sixty (60) days, the AAA shall group them into batches of no more than one hundred (100) Demands, assign one arbitrator per batch, and administer each batch as a single case for filing-fee, arbitrator-appointment, and scheduling purposes, with one set of fees per side per batch. Batches shall be administered concurrently to the extent the AAA's capacity permits. Each claimant retains the right to an individual determination of liability and damages on that claimant's own claim.
   5. Election to Litigate. At any time after the mediation contemplated by Section 19.5.3 concludes without resolution, any claimant whose Demand remains pending, or Superpower as to any such Demand, may elect by written notice to opposing counsel to have that claim proceed in a court of competent jurisdiction, and the class and collective action waiver in Section 19.4 shall continue to apply to any such claim.
   6. Severability. If Section 19.5.2, Section 19.5.3, or Section 19.5.4 is held unenforceable as to any claim, that provision shall be severed as to that claim and the remainder of this Agreement to Arbitrate, including Section 19.1, shall remain in effect.
6. Exceptions. Notwithstanding anything to the contrary, either party may seek injunctive or equivalent urgent equitable relief in a state or federal court located in San Francisco County, California for a Dispute arising from a violation of either party's intellectual property rights, from allegations of theft, piracy, unauthorized use, or violation of the Computer Fraud and Abuse Act, or from any claim for equitable relief, and both parties consent to the personal jurisdiction of those courts. Either party may also bring an individual action in small claims court for a Dispute within that court's jurisdiction, in lieu of arbitration, so long as the action remains in that court and proceeds only on an individual, non-class, non-representative basis.
7. Opt-out. You may opt out of this Section 19 within thirty (30) days of the date on which you first accept any version of this Agreement that requires arbitration. To opt out, email your name, residence address, and email address, together with a clear statement that you want to opt out of the requirement to arbitrate disputes with Superpower, to member.compliance@superpower.com, ATTN: Arbitration Opt-Out. Opting out does not affect any other provision of this Agreement. If we make a future material change to this Section 19, you may reject the change by written notice to the same address within thirty (30) days of its effective date.
8. Governing law. The validity, interpretation, construction, and performance of this Agreement, and any Dispute, are governed by the Federal Arbitration Act and the laws of the State of California, without regard to conflict-of-laws rules.

20. General

1. Notices. We may give you notice under this Agreement by email to the address associated with your User Account, by a notice posted on the Platform, or by mail, in our discretion. You may give us notice by emailing concierge@superpower.com.
2. Assignment. You may not assign or transfer this Agreement, or any of your rights or obligations under it, by operation of law or otherwise, without our prior written consent, and any attempt to do so is null and void. Superpower may assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement binds and benefits the parties and their successors and permitted assigns.
3. Severability; waiver; headings. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will stay in full force and effect. Our failure to enforce any provision is not a waiver of it. Section headings are for convenience only and have no legal effect.
4. Entire agreement. This Agreement, together with the Terms of Service and the Privacy Policy, is the entire agreement between you and Superpower regarding your Membership, and supersedes all prior agreements and understandings on that subject, including prior versions of this Agreement.
5. Survival. Sections 5, 13, 14(e), 15(c), 16, 17, 18, 19, and this Section 20, together with any provision that by its nature should survive, will survive the cancellation or termination of your Membership.
6. Contact. Superpower Concierge: concierge@superpower.com. Legal and compliance: member.compliance@superpower.com.