Terms of Use

Last Updated Date: September 11, 2026

PLEASE READ THESE TERMS OF USE (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. AND OUR AFFILIATES AND SUBSIDIARIES (“SURF”). THESE TERMS OF USE, ALONG WITH SURF’S PRIVACY POLICY (HTTPS://WWW.SURFSIDE.IO/PRIVACY) AND OTHER POLICIES LINKED ON THE WEBSITE (COLLECTIVELY, THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY CLICKING “I AGREE” OR A SIMILAR INDICIA OF ACCEPTANCE, INCLUDING, BY 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 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.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF SURF AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE OPERATIONAL CALLS OR MESSAGES ABOUT YOUR USE OF THE SERVICES, AS WELL AS MARKETING CALLS OR MESSAGES. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION OF THESE TERMS OF USE, YOU AGREE THAT DISPUTES ARISING UNDER THE AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THE AGREEMENT, YOU AND SURF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SURF IN OUR 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 MAY, IN OUR SOLE DISCRETION, 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 CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

1. User Eligibility & Representations

1.1 Eligibility Representations. By agreeing to the Agreement, you represent and warrant that: (a) you are at least eighteen (18) years old; (b) your access to or use of the Services has not previously been suspended or removed by SURF; (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations; and (d) if you are an entity, organization, or company, the individual accepting the Agreement on your behalf represents and warrants that they have authority to bind you to the Agreement and you agree to be bound by the Agreement.

1.2 Agent Representations. If you are an agency or other person or entity that represents an entity as its agent (“Agent”), you further represent, warrant, and covenant as follows: (a) you have been appointed as an agent of such entity under the Agreement, that you are duly authorized to execute the Agreement on behalf of such entity and have full power and authority to bind such entity to all terms and conditions contained in the Agreement; (b) all of your actions related to the Agreement and the Services will be within the scope of such agency, and the Agreement will be enforceable against such entity in accordance with its terms; (c) you will, upon our request, provide us written confirmation of the agency relationship between you and such entity; (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 customers; and (g) you will abide by all restrictions applicable to such entity under the Agreement (including confidentiality and privacy obligations). Upon our reasonable request, Agent will confirm whether and when such entity has paid to Agent funds sufficient to make payments pursuant to the Agreement.

2. Access and Use of the Services

2.1 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 the Agreement. Subject to the terms of the 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 (“Order Form”) or insertion order (“Insertion Order”) executed by both parties and subject to Supplemental Terms. 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 the 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 or products provided under such Order Form/Insertion Order.

2.2 Certain Restrictions; Prohibited Conduct. 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; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (h) you shall not use the Services for any illegal purpose or in violation of any local, state, national, or international law; (i) you shall not perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation or identity, or accessing any other user’s Account without permission; (j) you shall not collect personal information about another user or third party without consent; (k) you shall not interfere with the operation of the Services or any user’s enjoyment of the Services, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, or interfering with or disrupting any network, equipment, or server connected to or used to provide the Services; and (l) you shall not attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section. 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.

2.3 No Support. SURF is under no obligation to provide support for the Services. In instances where SURF may offer support, the support will be subject to SURF’s published policies.

3. Registration & Use of Services

3.1 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, the name of the entity you represent, if applicable, 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 of Use. 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 disclaim all liability in connection therewith. You are responsible for ensuring all information you import is accurate and complete.

3.2 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.

3.3 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 the 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 the Agreement. Any act or omission by your Authorized Users or service provider(s) amounting to a breach of the 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.

4. Responsibility for Content

4.1 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”).

4.2 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 our sole discretion.

4.3 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 (a) be false, deceptive, inaccurate, or misleading; (b) contain personally identifiable information or any other confidential information of yourself or others without prior written consent; (c) violate any local, state, federal, or international laws, rules or regulations; (d) infringe on or misappropriate the rights of others, including patents, copyrights, trademarks, trade secrets, publicity or privacy rights; (e) 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; (f) contain advertisements or solicitations to other web sites or individuals, without prior written permission from us; (g) 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; (h) contain or reference chain letters, multi-level marketing or pyramid schemes; (i) impersonate another business, person or entity, including us, our employees and agents; (j) contain viruses or other harmful computer code; (k) 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 (l) be directed to children younger than 13 years of age.

5. Ownership

5.1 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.

5.2 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.

5.3 Your Content. SURF does not claim ownership of Your Content. You grant SURF a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license (with the right to sublicense through multiple tiers) to use, host, store, transfer, reproduce, modify, adapt, re-format, create derivative works of, distribute, publicly perform, and publicly display Your Content (in whole or in part) solely for the purposes of operating and providing the Services to you and for our internal business purposes.

5.4 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 (with the right to sublicense through multiple tiers) to use, host, store, transfer, 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.

6. Intellectual Property Rights Protection

SURF respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services. SURF’s policy is to: (a) remove or disable access to Your Content that SURF believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, to terminate the Accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. SURF will terminate the Accounts of users that are determined by SURF to be repeat infringers. SURF reserves the right, however, to suspend or terminate Accounts of users in its sole discretion. If you believe that any Content accessible via the Services infringes your intellectual property rights, please contact SURF at hello@surfside.io with a description of the alleged infringement.

7. Fees and Purchase Terms

7.1 Service Fee. 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 the 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.

7.2 Delinquent Accounts. SURF may suspend or terminate access to the Services, including any Paid Services, for any Account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid, SURF reserves the right to delete your Account and any Content associated with your Account without any liability to you.

8. Supplemental Terms

Your use of, and participation in, certain features, products and services made available through the Services are subject to additional terms and conditions (“Supplemental Terms”). PLEASE READ ALL SUPPLEMENTAL TERMS CAREFULLY. Supplemental Terms apply only to the products, services, or activities identified in those Supplemental Terms. If these Terms of Use conflict with applicable Supplemental Terms, the Supplemental Terms will control solely with respect to the product, service, transaction, or subject matter governed by those Supplemental Terms.

9. Communications

9.1 Text Messaging and Phone Calls. You agree that SURF and those acting on its behalf may call and send you text (SMS) messages at the phone number you provide to us. These calls and messages may include operational calls or messages about your use of the Services, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM SURF, YOU CAN EMAIL HELLO@SURFSIDE.IO OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM SURF, YOU CAN EMAIL HELLO@SURFSIDE.IO OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Services.

9.2 Email. We may send you emails concerning our Services, as well as those products or services of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. 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 or misuse of any Service in violation of the Agreement, including any representation, warranty, or covenant in the Agreement; (c) your violation of any rights of another party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; 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.

11. Disclaimer of Warranties and Conditions

11.1 As Is. EXCEPT AS OTHERWISE STATED IN THESE TERMS AND CONDITIONS, 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 THE 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. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SURF MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) 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.

11.2 No Liability for Conduct of Third Parties or Third-Party Services. 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, THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, THIRD-PARTY ADS, AND THIRD-PARTY COMPONENTS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12. Limitation of Liability

12.1 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 (A) DEATH OR PERSONAL INJURY CAUSED BY A SURF PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SURF PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.2 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.

12.3 User Content. EXCEPT FOR SURF’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN 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.

12.4 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.

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

13. Monitoring and Enforcement

13.1 Monitoring. We have the sole right (but not the obligation) and discretion to monitor your usage of the Service to verify compliance with the Agreement. We may (but shall not be obligated to) take enforcement actions against you if we determine in our sole judgment that you or any of your Authorized Users (a) violate the Agreement, (b) abuse the Websites, Services or the policies that govern use of the Websites and Services; (c) have a security deficiency, or (d) 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 we take. In the event we suspend or disable access to an account, any scheduled media associated with that account will be subject to cancellation.

13.2 Legal Action; Termination. 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 the Agreement.

13.3 Investigation. 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 (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of SURF, its users or the public, and all enforcement or other government officials, as SURF in our sole discretion believes to be necessary or appropriate.

14. Term, Termination, and Modification

14.1 Term. The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement (the “Term”). We may immediately terminate the 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 the Agreement by providing prior written notice of your intent to terminate the Agreement. Your termination of the Agreement is subject to any cancelation or termination provisions set forth in any Order Form, Insertion Order or other agreement with us.

14.2 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.

14.3 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. Upon termination of the Agreement: (a) all payment obligations accrued prior to termination shall survive; and (b) the following provisions shall survive termination: Ownership, Intellectual Property Rights Protection, Fees and Purchase Terms, Indemnification, Disclaimer of Warranties and Conditions, Limitation of Liability, Dispute Resolution and Arbitration, General Provisions, and any other provisions which by their nature should survive.

14.4 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 our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

14.5 Modification of Services. SURF reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. SURF will have no liability for any change to the Services, including any paid-for functionalities of the Services, or any suspension or termination of your access to or use of the Services. You should retain copies of Your Content so that you have permanent copies in the event the Services are modified in such a way that you lose access to Your Content.

15. 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.

16. Third-Party Services

16.1 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 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.

16.2 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.

16.3 Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to these Terms of Use, nothing in these Terms of Use prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

17. Dispute Resolution and Arbitration

17.1 Generally. Except as described below, you and SURF agree that every dispute arising in connection with the Agreement, the Services, or communications from SURF will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. The agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND SURF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions. Although the parties are agreeing to arbitrate most disputes, nothing in the Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this section within thirty (30) days after the date that you agree to the Agreement by sending a written notice to SURF at hello@surfside.io that specifies: your full legal name, the email address associated with your Account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once SURF receives your Opt-Out Notice, this section will be void and any action arising out of the Agreement will be resolved in accordance with the General Provisions section below. The remaining provisions of the Agreement will not be affected by your Opt-Out Notice.

17.4 Arbitrator. This arbitration agreement, and any arbitration between the parties, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (collectively, “AAA Rules”) as modified by the Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting SURF.

17.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). SURF’s address for Notice is: Surfside Solutions Inc., 64 Wooster St, Floor 2, New York, NY 10012. The Notice of Arbitration must: (a) identify the name or Account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or SURF may commence an arbitration proceeding.

17.6 Arbitration Proceedings. Any arbitration hearing will take place in New York, New York, unless the parties agree otherwise. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

17.7 Arbitration Relief. The arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator’s award shall be final and binding on all parties, except (a) for judicial review expressly permitted by law or (b) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

17.8 No Class Actions. YOU AND SURF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SURF agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.9 Modifications to Arbitration Provision. If SURF makes any substantive change to this arbitration provision, you may reject the change by sending written notice within thirty (30) days of the change to SURF’s address for Notice of Arbitration, in which case your Account with SURF will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

17.10 Enforceability. If the No Class Actions provision above or the entirety of this Dispute Resolution and Arbitration section is found to be unenforceable, or if SURF receives an Opt-Out Notice from you, then the entirety of this Dispute Resolution and Arbitration section will be null and void and, in that case, the exclusive jurisdiction and venue described in the General Provisions section below will govern any action arising out of or related to the Agreement.

18. General Provisions

18.1 Governing Law. These Terms of Use are governed by the laws of the State of New York without regard to conflict of law principles. You and SURF submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms of Use.

18.2 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.

18.3 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.

18.4 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.

18.5 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.

18.6 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.

18.7 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.

18.8 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.

18.9 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

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