Terms of Use Agreement

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ITS SUBDOMAINS (COLLECTIVELY, THE “WEBSITE”), THE INFORMATION ON THE WEBSITE, AND THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), ARE CONTROLLED BY SURFSIDE SOLUTIONS INC. (“SURF”). THESE TERMS OF USE ALONG WITH ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE AND ORDER FORMS AGREED UPON AND EXECUTED BY BOTH PARTIES (COLLECTIVELY, THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY CLICKING ON “AGREE” (OR A SIMILAR INDICIA OF ACCEPTANCE, INCLUDING, BY EXECUTING AN “ORDER FORM” OR “INSERTION ORDER”), COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SURF, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY IDENTIFIED DURING THE ACCOUNT REGISTRATION PROCESS AND/OR STATED IN AN ORDER FORM OR INSERTION ORDER, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR SUCH LEGAL ENTITY, AS APPLICABLE. IF YOU, OR IF APPLICABLE, SUCH LEGAL ENTITY, DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU, AND IF APPLICABLE, SUCH LEGAL ENTITY, MAY NOT ACCESS OR USE ANY OF THE SERVICES.

If you are an advertising agency or other person or entity that represents an Advertiser as its agent (“Agent”), you hereby represent, warrant, and covenant as follows: (a) you have been appointed as an agent of an advertiser under this Agreement (an "Advertiser"), that you are duly authorized to execute this Agreement on behalf of Advertiser and have full power and authority to bind Advertiser to all terms and conditions contained in this Agreement; (b) all of your actions related to this Agreement and the Services will be within the scope of such agency, and this Agreement will be enforceable against Advertiser in accordance with its terms; (c) you will, upon our request, provide us written confirmation of the agency relationship between you and Advertiser; (d) you will not make any representation, warranty, promise, or guarantee about the Services, us, or your relationship with us; (e) you will perform your duties pursuant to the Agreement in a professional manner consistent with any requirements we may establish; (f) you will not at any time use information received in connection with the Agreement (including confidential information) to conduct any marketing efforts targeted at our existing advertisers and/or Advertisers; and (g) you will abide by all restrictions applicable to the Advertiser under this Agreement (including confidentiality and privacy obligations). Upon our reasonable request, Agent will confirm whether and when Advertiser has paid to Agent funds sufficient to make payments pursuant to this Agreement.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”), including our Advertising Policies (the “Policies”), and such Supplemental Terms will either be listed in these Terms of Use, presented to you for your acceptance when you sign up to use the supplemental Service, or included in the applicable Order Form or Insertion Order for such Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SURF IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, SURF WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE AT THE WEBSITE AND UPDATE THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS OF USE OR THE SUPPLEMENTAL TERMS, AS APPLICABLE. IF WE MAKE ANY MATERIAL CHANGES TO THE AGREEMENT, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE WEBSITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS OF USE OR THE APPLICABLE SUPPLEMENTAL TERMS, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF SURF PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH SURF MAY REQUIRE BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT. OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT. YOU AGREE THAT SURF’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

1. ACCESS AND USE OF THE SERVICES.

1.1 Access Rights; Paid Services. The Services, and the information and content available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and SURF, your right to use any and all Services is subject to this Agreement. Subject to the terms of this Agreement, you are granted a limited license to access and use the Services, during the Term, for your internal business purposes only. Certain aspects of the Services shall only be accessible through the payment of fees. The terms and conditions related to such Services (the “Paid Services”) shall be agreed upon in a written Order Form or Insertion Order executed by both parties. You acknowledge and agree that if the Order Form and/or Insertion Order expires or is terminated, or your access to Services is suspended under this Agreement, you will be unable to access or use the Services. In the event of any conflicts between the provisions of these Terms of Use and an Order Form/Insertion Order, the Order Form/Insertion Order shall control as to the Services provided under such Order Form/Insertion Order.

1.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using SURF’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. SURF, its suppliers and service providers reserve all rights not granted in the Agreement.

2. REGISTRATION & USE OF SERVICES.

2.1 Account Creation. In order to use the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, such as your name, SURF name, SURF brands, address, phone number, and e-mail address. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you have all right, title, and authority to submit or otherwise transmit Your Content, including any confidential or proprietary information or data, whether oral or in writing, that is designated as confidential or would reasonably be understood to be confidential and proprietary to us and/or the Services. You may delete your Account at any time, for any reason, by following the instructions on the Services. We reserve the right to reject the registration of your Account in our sole discretion. We may suspend or terminate your Account in accordance with these Terms. We may make available features to allow you to import campaign or product details from third party platforms. These features are provided as a convenience to you and we make no representations or warranties with respect to these features and disclaims all liability in connection therewith. You are responsible for ensuring all information you import is accurate and complete.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account, or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.3 Authorized Users. Subject to our consent (which we may grant or withdraw at any time in Our sole discretion) and through the means as determined solely by us, you may authorize your individual employees and independent contractors, or other entities (“Authorized Users”) to access or use the Services on your behalf through an application program interface or other means as we may designate from time to time. You will require each of your Authorized Users and service providers (if any), to be bound by all of the conditions and restrictions of this Agreement. All restrictions on your access and/or use of the Services include access and/or use of the Services by your Authorized Users and service provider(s) (if any). You will remain solely responsible and liable for (and we have no responsibility to you or to any third party for) all acts and omissions (including any loss or damage that we may suffer) of your Authorized Users, and your employees, contractors, service provider(s), and any other persons who may have access to the Services through you (whether or not such access is authorized by you or by us), including any breaches of this Agreement. Any act or omission by your Authorized Users or service provider(s) amounting to a breach of this Agreement will be deemed a breach by you. Except as set forth in this Section, all license rights (under any applicable intellectual property right) granted to you by us are not sublicensable, transferable, or assignable. If we provide you with unique login credentials for your Authorized Users or anyone else authorized to access the Services, you are responsible for all activity that occurs under the credentials associated with your account and credentials may not be shared. You must timely notify us if an account should be disabled for any reason (e.g. due to termination of an employee or if access to the Services is no longer required of an employee). Accounts designated as admin accounts may directly create and remove Authorized User accounts within the platform or you may contact us to request Authorized User accounts be created or removed.

3. RESPONSIBILITY FOR CONTENT.

3.1 Types of Content. You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not SURF, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”).

3.2 Storage. Unless expressly agreed to by SURF in writing elsewhere, SURF has no obligation to store any of Your Content. SURF has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of any Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to the most permissive setting. You agree that SURF retains the right to create reasonable limits on SURF’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by SURF in its sole discretion.

3.3 Restrictions on Your Content. You will ensure that Your Content does not relate to, contain, or otherwise seek to advertise or promote any products or services that are prohibited by our Policies, and otherwise do not violate our Policies. You covenant, represent, and warrant that Your Content will not (i) be false, deceptive, inaccurate, or misleading; (ii) contain personally identifiable information or any other confidential information of yourself or others without prior written consent; (iii) violate any local, state, federal, or international laws, rules or regulations; (iv) infringe on or misappropriate the rights of others, including patents, copyrights, trademarks, trade secrets, publicity or privacy rights; (v) be unlawful, obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by us in our sole discretion; (vi) contain advertisements or solicitations to other web sites or individuals, without prior written permission from us; (vii) contain content that promotes sweepstakes, contests, instant win games, or charitable co-venture programs without prior written permission from us, unless in accordance with our Policies (viii) contain or reference chain letters, multi-level marketing or pyramid schemes; (ix) impersonate another business, person or entity, including us, our employees and agents; (x) contain viruses or other harmful computer code; (xi) victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability, or (xii) be directed to children younger than 13 years of age.

4. OWNERSHIP.

4.1 Services. Except with respect to Your Content and other third-party Content, you agree that SURF and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and SURF software). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

4.2 Trademarks. SURF’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of SURF and may not be used without permission in connection with your, or any third-party, products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

4.3 Trademarks. SURF’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of SURF and may not be used without permission in connection with your, or any third-party, products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

4.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SURF through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that SURF has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SURF a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or SURF’s business.

5. FEES AND PURCHASE TERMS.

You will be responsible for payment of the applicable fee for any Services (each, a “Service Fee”) at the time you create your Account or sign an Order Form or Insertion Order and select your Services. If you have not paid your Service Fees when due, then you may not have access to certain features or functions of the Services and/or your Account may be terminated or suspended. Except as set forth in this Agreement, all fees for the Services are non-cancellable and non-refundable. Payments shall be made in accordance with the applicable Order Form or Insertion Order.

6. INDEMNIFICATION.

You agree to indemnify and hold SURF, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “SURF Party” and collectively, the “SURF Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of any Service in violation of the Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. SURF reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with SURF in asserting any available defenses. This provision does not require you to indemnify any of the SURF Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

7. DISCLAIMER OF WARRANTIES AND CONDITIONS.

7.1 As Is. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, SURF EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. SURF MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SURF OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

7.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SURF PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SURF PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

7.3 Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for SURF to monitor such materials and that you access these materials at your own risk.

8. LIMITATION OF LIABILITY.

8.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SURF PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SURF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SURF PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SURF PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SURF PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SURF PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO SURF BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $50; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

8.3 User Content. EXCEPT FOR SURF’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE SURF’S PRIVACY POLICY, SURF ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

8.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

8.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SURF AND YOU.

9. MONITORING AND ENFORCEMENT.

We have the sole right (but not the obligation) and discretion to monitor your usage of the Service to verify compliance with this Agreement. We may take enforcement actions against you if we determine in its sole judgment that you or any of your Authorized Users (i) violate this Agreement, (ii) abuse the Websites, Services or the policies that govern use of the Websites and Services; (iii) have a security deficiency, or (iv) may otherwise threaten or damage our reputation. Enforcement actions include, without limitation and as appropriate: (1) disabling, removing, suspending or restricting your or your Authorized Users’ access to the Websites and/or the Services at the advertiser level and individual user level; (2) terminating some or all of our agreements with you; and (3) performing any other action as we in our reasonable discretion deem appropriate. We will use commercially reasonable efforts to provide appropriate notice to you in connection with any enforcement actions that it takes. In the event we suspend or disable access to an account, any scheduled media associated with that account will be subject to cancellation.

SURF reserves the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services and/or (b) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.

If SURF becomes aware of any possible violations by you of the Agreement, SURF reserves the right to investigate such violations. If, as a result of the investigation, SURF believes that criminal activity has occurred, SURF reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SURF is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in SURF’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of SURF, its users or the public, and all enforcement or other government officials, as SURF in its sole discretion believes to be necessary or appropriate.

10. TERM AND TERMINATION.

10.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement (the “Term”). We may immediately terminate this Agreement and/or discontinue the Service or any portion or feature for any reason and at any time upon notice to you without liability or other obligation to you. You may terminate this Agreement by providing prior written notice of your intent to terminate the Agreement. Your termination of this Agreement is subject to any cancelation or termination provisions set forth in any Order Form, Insertion Order or other agreement with us.

10.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and it will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.

10.3 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. SURF will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

10.4 No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other SURF community, is discontinued by SURF due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any SURF community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, SURF reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

11. INTERNATIONAL USERS.

The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that SURF intends to announce such Services or Content in your country. The Services are controlled and offered by SURF from its facilities in the United States of America. SURF makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

12. THIRD-PARTY SERVICES.

12.1 Third Party Service Provider. SURF uses Stripe, Inc. and its affiliates as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a “Payment Processor”). By purchasing any Service, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize the SURF and Stripe to share any information and payment instructions you provide with each other and one or more Payment Processors to the minimum extent required to complete your transactions.

12.2 Third-Party Websites, Applications and Ads. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of SURF. SURF is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. SURF provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. GENERAL PROVISIONS.

13.1 ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

13.2 Exclusive Venue. Both you and SURF agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

13.3 Electronic Communications. The communications between you and SURF may take place via electronic means, whether you visit the Services or send SURF e-mails, or whether SURF posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from SURF in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SURF provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

13.4 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SURF’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.5 Force Majeure. SURF shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.6 Notice. Where SURF requires that you provide an e-mail address, you are responsible for providing SURF with your most current e-mail address. Communication with you (including your Authorized Users) will often take place via an email to the contact email address registered to your account. You must ensure that your email address is current and that you do not filter out any such messages. In the event that the last e-mail address you provided to SURF is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, SURF’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SURF at the following e-mail address: hello@surfside.io.

13.7 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.8 Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

13.9 Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.

13.10 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.